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                                                                     Exhibit 4.2


                                                                  EXECUTION COPY

                                  $350,000,000

                             PLAYTEX PRODUCTS, INC.

                    9-3/8% SENIOR SUBORDINATED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                    May 22, 2001

Credit Suisse First Boston Corporation
Wells Fargo Brokerage Services, LLC
      Eleven Madison Avenue
      New York, New York 10010-3629

Dear Sirs:

            Playtex Products, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corporation and Wells
Fargo Brokerage Services, LLC (the "INITIAL PURCHASERS"), upon the terms set
forth in a purchase agreement dated May 8, 2001 (the "PURCHASE AGREEMENT"),
$350,000,000 aggregate principal amount of its 9-3/8% Senior Subordinated Notes
due 2011 (the "INITIAL SECURITIES") to be guaranteed by each of the entities
listed on Schedule A hereto (each a "GUARANTOR," and collectively, the
"GUARANTORS" and, together with the Company, the "ISSUERS"). The Initial
Securities will be issued pursuant to an Indenture, dated as of the date hereof
(the "INDENTURE"), by and among the Issuers and The Bank of New York, as trustee
(the "TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Issuers agreed with the Initial Purchasers, for the
benefit of the Initial Purchasers and the holders of the Securities (as defined
below) (collectively the "HOLDERS"), as follows:

            1. REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law
(after the Issuers have complied with the ultimate paragraph of this Section 1),
the Issuers shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Issuers issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Issuers shall use all commercially reasonable efforts to (i)
cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 150 days after the Closing Date (such 150th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders.

            If the Issuers commence the Registered Exchange Offer, the Issuers
shall use all commercially reasonable efforts to issue on or prior to 30
business days, or longer, if required by the federal securities laws, after the
date on which the Exchange Offer Registration Statement was declared effective
by the Commission, Exchange Securities in exchange for all notes tendered prior
thereto in the Registered Exchange Offer.
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            Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Issuers shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of any of the Issuers within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

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

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

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

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

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

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

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

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

                        (e) otherwise comply in all material respects with all
            applicable laws.

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

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

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

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

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

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

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

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

            If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Issuers raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Issuers
will seek a no-action letter or other favorable decision from the Commission
allowing the Issuers to consummate the Registered Exchange Offer. The Issuers
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Issuers will take all such other actions as
may be requested by the Commission or otherwise required in


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connection with the issuance of such decision, including without limitation (i)
participating in telephonic conferences with the Commission, (ii) delivering to
the Commission staff an analysis prepared by counsel to the Issuers setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

            2. SHELF REGISTRATION. If, (i) the Issuers are not (a) required to
file the Exchange Offer Registration Statement, or (b) permitted to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law
or Commission policy, or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following consummation of the
Exchange Offer that (a) it is prohibited by law or Commission policy from
participating in the Exchange Offer, or (b) that it may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without delivering
a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales, or (c) that it is a
broker-dealer and owns notes acquired directly from the Company or an affiliate
of the Company:

                        (a) The Issuers shall use all commercially reasonable
            efforts to file a registration statement (the "SHELF REGISTRATION
            Statement") and, together with the Exchange Offer Registration
            Statement, a "REGISTRATION STATEMENT") on an appropriate form under
            the Securities Act relating to the offer and sale of the Transfer
            Restricted Securities by the Holders thereof from time to time in
            accordance with the methods of distribution set forth in the Shelf
            Registration Statement and Rule 415 under the Securities Act
            (hereinafter, the "SHELF REGISTRATION"), with the Commission on or
            prior to the later of (i) 30 days after such filing obligation
            arises or (ii) 90 days after the Closing Date (the "FILING
            DEADLINE") and to cause the Shelf Registration to be declared
            effective by the Commission on or prior to the earlier of (i) 90
            days after such obligation arises or (ii) 150 days after the Closing
            Date (the "EFFECTIVENESS DEADLINE");

                        (b) The Issuers shall all commercially reasonable
            efforts to keep the Shelf Registration Statement continuously
            effective in order to permit the prospectus included therein to be
            lawfully delivered by the Holders of the relevant Securities, for a
            period of two years (or for such longer period if extended pursuant
            to Section 3(j) below) from the date of its effectiveness or such
            shorter period that will terminate when all the Securities covered
            by the Shelf Registration Statement (i) have been sold pursuant
            thereto or (ii) are no longer restricted securities (as defined in
            Rule 144 under the Securities Act, or any successor rule thereof).
            Except as provided elsewhere in this Agreement, neither the Company
            nor the Guarantors shall be deemed to have used all commercially
            reasonable efforts to keep the Shelf Registration Statement
            effective during the requisite period if they voluntarily take any
            action that would result in Holders of Securities covered thereby
            not being able to offer and sell such Securities during that period,
            unless such action is required by applicable law.

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

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

                        (a) The Company shall (i) furnish to the Initial
            Purchasers, prior to the filing thereof with the Commission, a copy
            of the Registration Statement and each amendment thereof and each
            supplement, if any, to the prospectus included therein and, in the
            event that the Initial Purchasers (with respect to any portion of an
            unsold allotment from the original offering) are participating in
            the Registered Exchange Offer or the Shelf Registration Statement,
            the Issuers shall use all commercially reasonable efforts to


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            reflect in each such document, when so filed with the Commission,
            such comments as the Initial Purchasers reasonably and timely may
            propose; (ii) include the information set forth in Annex A hereto on
            the cover, in Annex B hereto in the "Exchange Offer Procedures"
            section and the "Purpose of the Exchange Offer" section and in Annex
            C hereto in the "Plan of Distribution" section of the prospectus
            forming a part of the Exchange Offer Registration Statement and
            include the information set forth in Annex D hereto in the Letter of
            Transmittal delivered pursuant to the Registered Exchange Offer;
            (iii) if requested by the Initial Purchasers, include the
            information required by Items 507 or 508 of Regulation S-K under the
            Securities Act, as applicable, in the prospectus forming a part of
            the Exchange Offer Registration Statement; (iv) include within the
            prospectus contained in the Exchange Offer Registration Statement a
            section entitled "Plan of Distribution," reasonably acceptable to
            the Initial Purchasers, which shall contain a summary statement of
            the positions taken or policies made by the staff of the Commission
            with respect to the potential "underwriter" status of any
            broker-dealer that is the beneficial owner (as defined in Rule 13d-3
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act")) of Exchange Securities received by such broker-dealer in the
            Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether
            such positions or policies have been publicly disseminated by the
            staff of the Commission or such positions or policies, in the
            reasonable judgment of the Initial Purchasers based upon advice of
            counsel (which may be in-house counsel), represent the prevailing
            views of the staff of the Commission; and (v) in the case of a Shelf
            Registration Statement, include the names of the Holders who propose
            to sell Securities pursuant to the Shelf Registration Statement as
            selling security holders PROVIDED THAT such Holders have provided
            the Issuers with such information prior to the filing of the Shelf
            Registration Statement.

                        (b) The Company shall give written notice to the Initial
            Purchasers, the Holders of the Securities and, with respect to
            clauses (ii)-(v) below, any Participating Broker-Dealer from whom
            the Company has received prior written notice that it will be a
            Participating Broker-Dealer in the Registered Exchange Offer (which
            notice pursuant to clauses (ii)-(v) hereof shall be accompanied by
            an instruction to suspend the use of the prospectus until the
            requisite changes have been made):

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

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

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

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

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

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

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

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

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

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

                        (h) Prior to any public offering of the Securities
            pursuant to any Registration Statement the Issuers shall register or
            qualify or cooperate with the Holders of the Securities included
            therein and their respective counsel in connection with the
            registration or qualification of the Securities for offer and sale
            under the securities or "blue sky" laws of such states of the United
            States as any Holder of the Securities reasonably requests in
            writing and do any and all other acts or things necessary or
            advisable to enable the offer and sale in such jurisdictions of the
            Securities covered by such Registration Statement; PROVIDED,
            HOWEVER, that the Issuers shall not be required to (i) qualify
            generally to do business in any jurisdiction where it is not then so
            qualified or (ii) take any action which would subject it to general
            service of process or to taxation in any jurisdiction where it is
            not then so subject.

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

                        (j) Upon the occurrence of any event contemplated by
            paragraphs (ii) through (v) of Section 3(b) above during the period
            for which the Issuers are required to maintain an effective
            Registration Statement, the Issuers shall promptly prepare and file
            a post-effective amendment to the Registration Statement or a
            supplement to the related prospectus and any other required document
            so that, as thereafter delivered to Holders of the Securities or
            purchasers of Securities, the prospectus will not contain an untrue
            statement of a material fact or omit to state any material fact
            required to be stated therein or necessary to make the statements
            therein, in light of the circumstances under which they were made,
            not misleading. If the Issuers notify the Initial Purchasers, the
            Holders of the Securities and any known Participating Broker-Dealer
            in accordance with paragraphs (ii) through (v) of Section 3(b) above
            to suspend the use of the prospectus until the requisite changes to
            the prospectus have been made, then the Initial Purchasers, the
            Holders of the Securities and any such Participating Broker-Dealers
            shall suspend use of such prospectus, and the period of
            effectiveness of the Shelf Registration Statement provided for in
            Section 2(b) above and the Exchange Offer Registration Statement
            provided for in Section 1 above shall each be extended by the


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            number of days from and including the date of the giving of such
            notice to and including the date when the Initial Purchasers, the
            Holders of the Securities and any known Participating Broker-Dealer
            shall have received such amended or supplemented prospectus pursuant
            to this Section 3(j).

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

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

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

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

                        (o) The Issuers shall enter into such customary
            agreements (including, if requested, an underwriting agreement in
            customary form) and take all such other action, if any, as any
            Holder of the Securities shall reasonably request in order to
            facilitate the disposition of the Securities pursuant to any Shelf
            Registration.

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

                        (q) In the case of any Shelf Registration, the Issuers,
            if requested by any Holder of Securities covered thereby, shall
            cause (i) their counsel (who may be an employee of the Company) to
            deliver an opinion and updates thereof relating to the Securities in
            customary form addressed to such Holders and the managing
            underwriters, if any, thereof and dated, in the case of the initial
            opinion, the effective date of such Shelf Registration Statement (it
            being agreed that the matters to be covered by such opinion shall


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

                        (r) In the case of the Registered Exchange Offer, if
            requested by the Initial Purchasers or any known Participating
            Broker-Dealer, the Company shall cause (i) its counsel to deliver or
            cause to be delivered to the Initial Purchasers or such
            Participating Broker-Dealer signed opinions in the forms set forth
            in Section 6(c) and (d) of the Purchase Agreement with such changes
            as are customary in connection with the preparation of a
            Registration Statement and (ii) its independent public accountants
            to deliver to such Initial Purchasers or such Participating
            Broker-Dealer a comfort letter, in customary form, meeting the
            requirements as to the substance thereof as set forth in Section
            6(a) of the Purchase Agreement, with appropriate date changes.

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

                        (t) In the event that any broker-dealer registered under
            the Exchange Act shall underwrite any Securities or participate as a
            member of an underwriting syndicate or selling group or "assist in
            the distribution" (within the meaning of the Conduct Rules (the
            "RULES") of the National Association of Securities Dealers, Inc.
            ("NASD")) thereof, whether as a Holder of such Securities or as an
            underwriter, a placement or sales agent or a broker or dealer in
            respect thereof, or otherwise, the Issuers, subject to the execution
            of a customary confidentiality agreement, will assist such
            broker-dealer in complying with the requirements of such Rules,
            including, without limitation, by (i) if such Rules, including Rule
            2720, shall so require, engaging a "qualified independent
            underwriter" (as defined in Rule 2720) to participate in the
            preparation of the Registration Statement relating to such
            Securities, to exercise usual standards of due diligence in respect
            thereto and, if any portion of the offering contemplated by such
            Registration Statement is an underwritten offering or is made
            through a placement or sales agent, to recommend the yield of such
            Securities, (ii) indemnifying any such qualified independent
            underwriter to the extent of the indemnification of underwriters
            provided in Section 5 hereof and (iii) providing such information to
            such


                                       8
<PAGE>

            broker-dealer as may be required in order for such broker-dealer to
            comply with the requirements of the Rules.

                        (u) The Issuers shall use all commercially reasonable
            efforts to take all other steps necessary to effect the registration
            of the Securities covered by a Registration Statement contemplated
            hereby.

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

                        (i)  all registration and filing fees and expenses;

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

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

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

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

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

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

            (b) In connection with any Registration Statement required by this
Agreement, the Issuers will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements, not to exceed $10,000, of not more than one counsel, who shall be
Latham & Watkins unless another firm shall be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

            5. INDEMNIFICATION. (a) The Issuers agree jointly and severally to
indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating Broker-Dealer and such controlling
persons are referred to collectively as the "INDEMNIFIED PARTIES") from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; PROVIDED, HOWEVER, that (i) the Issuers
shall not be liable in


                                       9
<PAGE>

any such case to the extent that such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus relating
to a Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Issuers by or on
behalf of such Holder or Participating Broker-Dealer, as the case may be,
specifically for inclusion therein, (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent
that a prospectus relating to such Securities was required to be delivered by
such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was
not sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the final prospectus if the
Issuers had previously furnished copies thereof to such Holder or Participating
Broker-Dealer and (iii) the Issuers shall not, in connection with any one action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all indemnified parties, such
firm to be designated in writing by a majority of the Holders of a majority of
principal amount of the Securities; PROVIDED FURTHER, HOWEVER, that this
indemnity agreement will be in addition to any liability which the Issuers may
otherwise have to such Indemnified Party. The Issuers shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to the
same extent as provided above (and subject to the same exceptions) with respect
to the indemnification of the Holders of the Securities if requested by such
Holders.

            (b) Each Holder of the Securities and each Participating
Broker-Dealer, severally and not jointly, will indemnify and hold harmless the
Issuers and each person, if any, who controls the Issuers within the meaning of
the Securities Act or the Exchange Act from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Issuers
or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Issuers by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Issuers for any legal
or other expenses reasonably incurred by any of the Issuers or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability which such Holder may otherwise have to the
Issuers or any of their controlling persons.

            (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No


                                       10
<PAGE>

indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party; PROVIDED THAT if any Issuer is the
indemnified party, no indemnifying party shall, without the prior consent of
such Issuer, effect any settlement of any pending or threatened action.

            (d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuers on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the total discounts and commissions
received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of any damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Issuers within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Issuers.

            (e) The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

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

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

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

            (iii) the Registered Exchange Offer has not been consummated within
                  30 business days of the Effectiveness Deadline with respect to
                  the Exchange Offer Registration Statement; or

                                       11
<PAGE>

            (iv)  any Registration Statement required by this Agreement has been
                  declared effective by the Commission but (A) such Registration
                  Statement thereafter ceases to be effective or (B) such
                  Registration Statement or the related prospectus ceases to be
                  usable in connection with resales of Transfer Restricted
                  Securities during the periods specified herein (such period of
                  time during which any such Registration Statement or the
                  related Prospectus is not usable being referred to as a "BLACK
                  OUT PERIOD") because either (1) any event occurs as a result
                  of which the related prospectus forming part of such
                  Registration Statement would include any untrue statement of a
                  material fact or omit to state any material fact necessary to
                  make the statements therein in the light of the circumstances
                  under which they were made not misleading, or (2) it shall be
                  necessary to amend such Registration Statement or supplement
                  the related prospectus, to comply with the Securities Act or
                  the Exchange Act or the respective rules thereunder.

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

            Additional Interest shall accrue on the Transfer Restricted
Securities over and above the interest set forth in the title of the Securities
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, in an amount equal to $.05 per week per $1,000 principal amount of
Transfer Restricted Securities held by such Holder (the "ADDITIONAL INTEREST
AMOUNT") for the first 90-day period immediately following the occurrence of
such Registration Default. The Additional Interest Amount shall increase by an
additional $.05 per week per $1,000 principal amount of Transfer Restricted
Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of liquidated damages for all
Registration Defaults of $.25 per week per $1,000 principal amount of Transfer
Restricted Securities.

            (b) A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) the Black Out Period has
occurred solely as a result of (x) the filing of a post-effective amendment to
such Shelf Registration Statement to incorporate annual audited financial
information with respect to the Issuers where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) other material events, with respect to the Issuers
that would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Issuers are
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events; PROVIDED,
HOWEVER, that in any case if such Black Out Period occurs for a continuous
period in excess of 60 days, Additional Interest shall be payable in accordance
with the above paragraph from the 61st day after such Black Out Period occurs
until such Black Out Period is cured; and PROVIDED, FURTHER, that in no event
shall the total of all Black Out Periods under which no Additional Interest is
payable exceed 60 days in the aggregate of any 12-month period.

            (c) Any amounts of Additional Interest due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with respect to
the Transfer Restricted Securities. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest amount by the
principal amount of the Transfer Restricted Securities and further multiplied by
a fraction, the numerator of which is the number of days such Additional
Interest Amount was applicable during such period (determined on the basis of a
360-day year comprised of twelve 30-day months), and the denominator of which is
360.

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


                                       12
<PAGE>

distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.

            7. RULES 144 AND 144A. The Issuers shall use all commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Issuers are not required to file such reports, they will, upon the request of
any Holder of Securities, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and 144A.
The Issuers covenant that they will take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A. The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Issuers by the Initial
Purchasers upon request. If the Company ceases to be a reporting company under
the Exchange Act, upon the request of any Holder of Initial Securities, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 7 shall be deemed to require the Issuers to register any of its
securities pursuant to the Exchange Act.

            8. UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
the Issuers, which consent will not be reasonably withheld.

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

            9.  MISCELLANEOUS.

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

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

            (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Issuers and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

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

                        (1) if to a Holder of the Securities, at the most
current address given by such Holder to the Issuers.

                                       13
<PAGE>

                        (2)  if to the Initial Purchasers;

                                    Credit Suisse First Boston Corporation
                                    Wells Fargo Brokerage Services, LLC
                                    c/o Credit Suisse First Boston Corporation
                                    Eleven Madison Avenue
                                    New York, NY 10010-3629
                                    Fax No.:  (212) 325-8278
                                    Attention:  Transactions Advisory Group

            with a copy to:

                                    Latham & Watkins
                                    885 Third Avenue, Suite 1000
                                    New York, NY 10022
                                    Attention:  Kirk A. Davenport, Esq.

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

                                    Playtex Products, Inc.
                                    300 Nyala Farms Road
                                    Westport, CT 06880
                                    Attention:  Chief Financial Officer

            with a copy to:

                                    Paul, Weiss, Rifkind, Wharton & Garrison
                                    1285 Avenue of the Americas
                                    New York, NY 10019
                                    Attention:  John C. Kennedy, Esq.

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

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

            (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Issuers and their successors and assigns.

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

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

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

                                       14
<PAGE>

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

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


                                       15
<PAGE>

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

                               Very truly yours,

                                    PLAYTEX PRODUCTS, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                            ------------------------------------
                                       Title: Executive Vice President and
                                              Chief Financial Officer
                                             -----------------------------------


                                    PLAYTEX SALES & SERVICES, INC.



                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    PLAYTEX MANUFACTURING, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    PLAYTEX INVESTMENT CORP.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    PLAYTEX INTERNATIONAL CORP.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    TH MARKETING CORP.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                       16
<PAGE>


                                    SMILE-TOTE, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    SUN PHARMACEUTICALS CORP.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    PERSONAL CARE GROUP, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    PERSONAL CARE HOLDINGS, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                    CAREWELL INDUSTRIES, INC.


                                    By: /s/ Glenn A. Forbes
                                       -----------------------------------------
                                       Name:  Glenn A. Forbes
                                       Title: Executive Vice President


                                       17
<PAGE>

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

CREDIT SUISSE FIRST BOSTON CORPORATION


By /s/ Mark W. Stephens
  -------------------------------------
     Name:  Mark W. Stephens
          -----------------------------
     Title:  Managing Director
           ----------------------------


WELLS FARGO BROKERAGE SERVICES, LLC


By /s/ Michael A. Schaefer
  -------------------------------------
     Name: Michael A. Schaefer
          -----------------------------
     Title: Senior Vice President
           ----------------------------



                                       18
<PAGE>

                                                                         ANNEX A

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



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<PAGE>

                                                                         ANNEX B

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


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<PAGE>


                                                                         ANNEX C

                                                            PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until , 2001, all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.

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

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all of their
expenses incident to the Exchange Offer (including the reasonable expenses, not
to exceed $10,000, of one counsel for the Holders of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


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                                                                         ANNEX D

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

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





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



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