EXHIBIT 4.1





________________________________________________________________________________



                         REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 14, 1997

                                  by and among

                                 TRACOR, INC.,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                           BT SECURITIES CORPORATION

                                      and

                        BANKERS TRUST INTERNATIONAL PLC


________________________________________________________________________________

                                  $250,000,000

                   8 1/2% SENIOR SUBORDINATED NOTES DUE 2007
              This Registration Rights Agreement is dated as of March 14, 1997,
by and among Tracor, Inc., a Delaware corporation (the "Company"), each of the
subsidiaries of the Company listed on the signature pages hereto as a Guarantor
(collectively, the "Subsidiary Guarantors" and, together with the Company, the
"Issuers") and BT Securities Corporation and Bankers Trust International plc
(collectively, the "Initial Purchaser").

              This Agreement is made pursuant to the Purchase Agreement, dated
February 28, 1997, among the Company, the Subsidiary Guarantors and Initial
Purchaser (the "Purchase Agreement").  In order to induce the Initial Purchaser
to enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights provided for in this Agreement to the Initial Purchaser and
their respective direct and indirect transferees and assigns.  The execution
and delivery of this Agreement is a condition to the closing of the
transactions contemplated by the Purchase Agreement.

              The parties hereby agree as follows:

1.     Definitions

              As used in this Agreement, the following terms shall have the
following meanings:

              Additional Interest: As defined in Section 4(a) hereof.

              Affiliate:  With respect to any specified person, "Affiliate"
shall mean any other person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified person.  For the
purposes of this definition, "control," when used with respect to any person,
means the power to direct the management and policies of such person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms "affiliated," controlling" and "controlled" have
meanings correlative to the foregoing.

              Agreement:  This Registration Rights Agreement, as the same may
be amended, supplemented or modified from time to time in accordance with the
terms hereof.

              Business Day:  Any day except a Saturday, a Sunday or a day on
which banking institutions in New York, New York generally are required or
authorized by law or other government action to be closed.

              Company:      As defined in the preamble hereof.

              Consummate or consummate:  When used to qualify the term
"Exchange Offer", shall mean validly and lawfully to issue and deliver the
Exchange Notes pursuant to the Exchange Offer for
                                      -2-


all Notes validly tendered and not validly withdrawn pursuant thereto in
accordance with the terms of this Agreement.

              Consummation Date: The date that is 20 Business Days immediately
following the date that the Exchange Registration Statement shall have been
declared effective by the SEC.

              Effectiveness Period:  As defined in Section 3(a) hereof.

              Exchange Act:  The Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC pursuant thereto.

              Exchange Date:  As defined in Section 2(d) hereof.

              Exchange Notes:  The 8 1/2% Senior Subordinated Notes due 2007 of
the Company, guaranteed on a senior subordinated unsecured basis by each of the
Subsidiary Guarantors, that are identical to the Notes in all material
respects, except that the provisions regarding restrictions on transfer shall
be modified, as provided in the Indenture (or the indenture pursuant to which
the Exchange Notes are issued), and the issuance thereof pursuant to the
Exchange Offer shall have been registered pursuant to an effective Registration
Statement in compliance with the Securities Act.

              Exchange Offer:  An offer to issue, in exchange for any and all
of the Notes, a like aggregate principal amount of Exchange Notes, which offer
shall be made by the Company pursuant to Section 2 hereof.

              Exchange Registration Statement:  As defined in Section 2(a)
hereof.

              Filing Date:  As defined in Section 2(a) hereof.

              Indemnified Person:  As defined in Section 7(a) hereof.

              Indenture:  The Indenture, dated as of March 1, 1997, among the
Issuers and U.S. Trust Company of Texas, N.A., as trustee thereunder, pursuant
to which the Notes are issued, as amended or supplemented from time to time in
accordance with the terms thereof.

              Initial Purchaser:  As defined in the preamble hereof.

              Issue Date:  As defined in Section 2(a) hereof.

              Issuers:      As defined in the preamble hereof.
                                      -3-


              Notes:  The 8 1/2% Senior Subordinated Notes due 2007 of the
Company, guaranteed on a senior subordinated unsecured basis by each of the
Subsidiary Guarantors, issued pursuant to the Indenture.

              Participating Broker-Dealer:  As defined in Section 2(e) hereof.

              Private Exchange:  As defined in Section 2(c) hereof.

              Private Exchange Notes: As defined in Section 2(c) hereof.

              Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated pursuant to the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Notes, Exchange
Notes or Private Exchange Notes covered by such Registration Statement, and all
other amendments and supplements to any such prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference, if any, in such prospectus.

              Registration Default:  As defined in Section 4(b) hereof.

              Registration Statement:  Any registration statement of the
Company and the Subsidiary Guarantors that covers any of the Notes, Exchange
Notes or Private Exchange Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference, if any, in such registration statement.

              Rule 144(k):  Rule 144(k) promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              Rule 144A:  Rule 144A promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.
                                      -4-


              Rule 158:  Rule 158 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              Rule 174:  Rule 174 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              Rule 415:  Rule 415 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              Rule 424:  Rule 424 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              SEC:   The Securities and Exchange Commission.

              Securities Act:  The Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

              Shelf Filing Event: As defined in Section 3(a) hereof.

              Shelf Registration:  As defined in Section 3(a) hereof.

              Shelf Registration Statement:  As defined in Section 3(a) hereof.

              Special Counsel:  Cahill Gordon & Reindel, special counsel to the
holders of Transfer Restricted Notes, or such other counsel as shall be agreed
upon by the Issuers and holders of a majority in aggregate principal amount of
Transfer Restricted Notes, the reasonable expenses of which holders of Transfer
Restricted Notes will be reimbursed by the Issuers pursuant to Section 6
hereof.

              Subsidiary Guarantors:  As defined in the preamble hereof.

              TIA:  The Trust Indenture Act of 1939, as amended.
                                      -5-


              Transfer Restricted Note:  Each Note, upon original issuance
thereof, and at all times subsequent thereto, each Exchange Note as to which
Section 3(a)(ii) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance
thereof and at all times subsequent thereto, until in the case of any such
Note, Exchange Note or Private Exchange Note, as the case may be, the earliest
to occur of (i) the date on which any such Note has been exchanged by a person
other than a Participating Broker-Dealer for an Exchange Note (other than with
respect to an Exchange Note as to which Section 3(a)(ii) hereof applies)
pursuant to the Exchange Offer, (ii) with respect to Exchange Notes received by
Participating Broker-Dealers in the Exchange Offer, the earlier of (x) the date
on which such Exchange Note has been sold by such Participating Broker-Dealer
by means of the Prospectus contained in the Exchange Registration Statement and
(y) the date on which the Exchange Registration Statement has been effective
under the Securities Act for a period of six months after the Consummation
Date, (iii) a Shelf Registration Statement covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or Private Exchange Note, as the case may be, has been disposed
of in accordance with such effective Shelf Registration Statement, (iv) the
date on which such Note, Exchange Note or Private Exchange Note, as the case
may be, is eligible for distribution to the public without volume or manner of
sale restrictions pursuant to Rule 144(k) or (v) the date on which such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or any other indenture under which
such Exchange Note or Private Exchange Note was issued.

              Trustee:  The trustee under the Indenture.

              underwritten registration or underwritten offering:  A
registration in connection with which securities are sold to an underwriter for
reoffering to the public pursuant to an effective Registration Statement.

2.     Exchange Offer.

              (a)    To the extent not prohibited by any applicable law or
applicable interpretation of the staff of the SEC, the Issuers shall (A)
prepare and, on or prior to 45 days (the "Filing Date") after the date of
original issuance of the Notes (the "Issue Date"), file with the SEC a
Registration Statement under the Securities Act with respect to an offer by the
Company to the holders of the Notes to issue and deliver to such holders, in
exchange for Notes, a like principal amount of Exchange Notes, (B) use their
best efforts to cause the Registration Statement relating to the Exchange Offer
to be declared effective by the
                                      -6-


SEC under the Securities Act on or prior to 135 days after the Issue Date, and
(C) commence the Exchange Offer and use their best efforts to issue, on or
prior to the Consummation Date, the Exchange Notes.  The offer and sale of the
Exchange Notes pursuant to the Exchange Offer shall be registered pursuant to
the Securities Act on an appropriate form (the "Exchange Registration
Statement") and duly registered or qualified under all applicable state
securities or Blue Sky laws and will comply with all applicable tender offer
rules and regulations under the Exchange Act and state securities or Blue Sky
laws.  The Exchange Offer shall not be subject to any condition, other than
that the Exchange Offer does not violate any applicable law or interpretation
of the staff of the SEC.  Upon consummation of the Exchange Offer in accordance
with this Section 2, the Issuers shall have no further registration obligations
other than with respect to (i) Private Exchange Notes, (ii) Exchange Notes held
by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which
Section 3(a)(iii) hereof applies.  No securities shall be included in the
Exchange Registration Statement other than the Exchange Notes.

              (b)    The Issuers may require each holder of Notes, as a
condition to its participation in the Exchange Offer, to represent to the
Issuers and their counsel in writing (which may be contained in the applicable
letter of transmittal) that at the time of the consummation of the Exchange
Offer (i) any Exchange Notes received by such holder will be acquired in the
ordinary course of its business, (ii) such holder will have no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes and (iii) such holder is
not an Affiliate of an Issuer, or if it is an Affiliate of an Issuer, it will
comply with the registration and prospectus delivery requirements of the
Securities Act, to the extent applicable.

              (c)    If, prior to consummation of the Exchange Offer, the
Initial Purchaser holds any Notes acquired by it and having, or which are
reasonably likely to be determined to have, the status of an unsold allotment
in the initial distribution, or any other holder of Notes is not entitled to
participate in the Exchange Offer, the Company, upon the request of the Initial
Purchaser or any such holder, shall, simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to the Initial
Purchaser and any such holder, in exchange (the "Private Exchange") for such
Notes held by such Initial Purchaser and any such holder, a like principal
amount of debt securities of the Company, guaranteed by each of the Subsidiary
Guarantors on a senior basis, that are identical in all material respects to
the Exchange Notes (the "Private Exchange Notes") (and which are issued
pursuant to the same indenture as the
                                      -7-


Exchange Notes).  The Private Exchange Notes shall bear the same CUSIP number
as the Exchange Notes.

              (d)    Unless the Exchange Offer would not be permitted by any
applicable law or interpretation of the staff of the SEC, the Company shall
mail the Exchange Offer Prospectus and appropriate accompanying documents,
including appropriate letters of transmittal, to each holder of Notes
providing, in addition to such other disclosures as are required by applicable
law:

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

              (ii)   the date of acceptance for exchange (the "Exchange Date"),
       which date shall in no event be later than the Consummation Date (unless
       otherwise required by applicable law);

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

              (iv)   that holders of Notes that do not tender all such
       securities pursuant to the Exchange Offer may no longer have any
       registration rights hereunder with respect to Notes not tendered.

              Promptly after the Exchange Date, the Company shall:

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

              (ii)   deliver, or cause to be delivered, to the Trustee for
       cancellation all Notes or portions thereof so accepted for exchange by
       the Company, and issue, cause the Trustee under the Indenture (or the
       indenture pursuant to which the Exchange Notes are issued) to
       authenticate, and mail to each holder of Notes, Exchange Notes equal in
       principal amount to the principal amount of the Notes surrendered by
       such holder.

              (e)    The Issuers and the Initial Purchaser acknowledge that the
staff of the SEC has taken the position that any broker-dealer that owns
Exchange Notes that were received by such broker-dealer for its own account in
the Exchange Offer (a
                                      -8-


"Participating Broker-Dealer") may be deemed to be an "underwriter" within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes (other than a resale of an unsold allotment resulting from the
original offering of the Notes).

              The Issuers and the Initial Purchaser also acknowledge that it is
the SEC staff's position that if the Prospectus contained in the Exchange
Registration Statement includes a plan of distribution containing a statement
to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Notes, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery
obligations under the Securities Act in connection with resales of Exchange
Notes for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.

              In light of the foregoing, if requested by a Participating
Broker-Dealer, the Issuers agree (x) to use their best efforts to keep the
Exchange Registration Statement continuously effective for a period of up to
six months after the Consummation Date or such earlier date as each
Participating Broker-Dealer shall have notified the Company in writing that
such Participating Broker-Dealer has resold all Exchange Notes acquired in the
Exchange Offer, (y) to comply with the provisions of Section 5 of this
Agreement, as they relate to the Exchange Offer and the Exchange Registration
Statement, and (z) to deliver to such Participating Broker-Dealer a "cold
comfort" letter of the independent public accountants of the Issuers and a
legal opinion as to matters reasonably requested by such Participating
Broker-Dealer relating to the Exchange Registration Statement and the related
Prospectus and any amendments or supplements thereto.

              (f)    The Initial Purchaser shall have no liability to any
Participating Broker-Dealer with respect to any request made pursuant to
Section 2(e).

              (g)    Interest on the Exchange Notes and the Private Exchange
Notes will accrue from the last interest payment date on which interest was
paid on the Notes surrendered in exchange therefor or, if no interest has been
paid on the Notes, from the date of the original issuance of the Notes.

              (h)    The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event shall provide that the
Exchange Notes shall not be subject to the transfer restrictions set forth in
the Indenture.
                                      -9-


The Indenture or such indenture shall provide that the Exchange Notes, the
Private Exchange Notes and the Notes shall vote and consent together on all
matters as one class and that neither the Exchange Notes, the Private Exchange
Notes nor the Notes will have the right to vote or consent as a separate class
on any matter.

3.     Shelf Registration

              (a)    If (i) the Company is not permitted to file the Exchange
Offer Registration Statement or to consummate the Exchange Offer because the
Exchange Offer is not permitted by any applicable law or applicable
interpretation of the staff of the SEC or (ii) any holder of a Note notifies
the Company on or prior to the 30th day following the Issue Date that (A) due
to a change in law or policy it is not entitled to participate in the Exchange
Offer, (B) due to a change in law or policy it may not resell Exchange Notes
acquired by it in the Exchange offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Registration Statement
is not appropriate or available for such resales by such holder or (C) it owns
Notes (including any Initial Purchaser that holds Notes as part of an unsold
allotment from the original offering of the Notes) acquired directly from an
Issuer or an Affiliate of an Issuer or (iii) any holder of Private Exchange
Notes so requests after the consummation of the Private Exchange or (iv) the
Company has not consummated the Exchange Offer within 180 days after the Issue
Date (each such event referred to in clauses (i) through (iv), a "Shelf Filing
Event"), the Issuers shall (i) promptly deliver to the holders and the Trustee
notice thereof and (ii) at their own expense cause to be filed with the SEC
pursuant to Rule 415 a shelf registration statement (the "Shelf Registration
Statement") as promptly as practicable relating to all Transfer Restricted
Notes (the "Shelf Registration") the holders of which have provided the
information required pursuant to Section 3(b) hereof (provided that if the
Shelf Filing Event arises pursuant to clause (iv) above, the Issuers shall file
the Shelf Registration Statement on the 181st day after the Issue Date), and
shall use their best efforts to have the Shelf Registration Statement declared
effective by the SEC after the filing of such Shelf Filing Event.  In such
circumstances, the Issuers shall use their best efforts to keep the Shelf
Registration Statement continuously effective under the Securities Act, until
(A) 36 months following the Issue Date or (B) if sooner, the date immediately
following the date that all Transfer Restricted Notes covered by the Shelf
Registration Statement have been sold pursuant thereto or otherwise cease to be
Transfer Restricted Notes (the "Effectiveness Period"); provided that the
Effectiveness Period shall be extended to the extent required to permit dealers
to comply with the applicable prospectus delivery requirements of Rule 174.
                                      -10-



              (b)    No holder of Transfer Restricted Notes may include any of
its Transfer Restricted Notes in any Shelf Registration Statement pursuant to
this Agreement unless and until such holder furnishes to the Company in
writing, within 15 days after receipt of a request therefor, such information
as the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary prospectus included
therein.  No holder of Transfer Restricted Notes shall be entitled to
Additional Interest pursuant to Section 4 hereof unless and until such holder
shall have provided all such reasonably requested information.  Each holder of
Transfer Restricted Notes as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such holder not materially misleading.

4.     Additional Interest

              (a)    The parties hereto agree that the holders of Transfer
Restricted Notes will suffer damages if the Issuers fail to fulfill their
obligations pursuant to Section 2 or Section 3, as applicable, and that it
would not be feasible to ascertain the extent of such damages.  Accordingly, in
the event that

              (i)    if (A) neither the Exchange Offer Registration Statement
nor Shelf Registration Statement is filed with the Commission on or prior to
the Filing Date or (B) notwithstanding that the Company and the Subsidiary
Guarantors have consummated or will consummate an Exchange Offer, the Company
and the Subsidiary Guarantors are required to file a Shelf Registration
Statement and such Shelf Registration Statement is not filed on or prior to the
date required by this Registration Rights Agreement, then commencing on the day
after either such required filing date, Additional Interest shall accrue on the
principal amount of the Notes at a rate of 0.5% per annum for the first 90 days
immediately following each such filing date, such Additional Interest rate
increasing by an additional 0.5% per annum at the beginning of each subsequent
90-day period; or

              (ii)   if (A) neither the Exchange Offer Registration Statement
nor Shelf Registration Statement is declared effective by the Commission on or
prior to 90 days after the applicable filing date or (B) notwithstanding that
the Company and the Subsidiary Guarantors have consummated or will consummate
an Exchange Offer, the Company and the Subsidiary Guarantors are required to
file a Shelf Registration Statement and such Shelf Registration Statement is
not declared effective by the Commission on or prior to the 90th day following
the date such Shelf Registration Statement was filed, then commencing on the
day after the 90th day following the applicable filing date,
                                      -11-


Additional Interest shall accrue on the principal amount of the Notes at a rate
of 0.5% per annum for the first 90 days immediately following such date, such
Additional Interest rate increasing by an additional 0.5% per annum at the
beginning of each subsequent 90-day period; or

              (iii)  if (A) the Company and the Subsidiary Guarantors have not
exchanged Exchange Notes for all Notes validly tendered in accordance with the
terms of the Exchange Offer on or prior to the 60th day after the date on which
the Exchange Offer Registration Statement was declared effective or (B) if
applicable, the Shelf Registration Statement has been declared effective and
such Shelf Registration Statement ceases to be effective at any time prior to
the third anniversary of its effective date (other than after such time as all
Notes have been disposed of thereunder), then Additional Interest shall accrue
on the principal amount of the Notes at a rate of 0.5% per annum for the first
90 days commencing on (x) the 60th day after such effective date, in the case
of (A) above, or (y) the day such Shelf Registration Statement ceases to be
effective in the case of (B) above, such Additional Interest rate increasing by
an additional 0.5% per annum at the beginning of each subsequent 90-day period;
provided, however, that the Additional Interest rate on the Notes may not
exceed in the aggregate 1.50% per annum; provided, further, however, that (1)
upon the filing of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (i) above), (2) upon the
effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (ii) above), or (3) upon the
exchange of Exchange Notes for all Notes tendered (in the case of clause
(iii)(A) above), or upon the effectiveness of the Shelf Registration Statement
which had ceased to remain effective (in the case of clause (iii)(B) above),
Additional Interest on the Notes as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue.

              Any amounts of Additional Interest due pursuant to clause (i),
(ii) or (iii) above will be payable in cash on _______________ and
_____________ of each year to the holders of record on the preceding
_____________ or _____________ respectively.

              (b)    The Company shall notify the Trustee and paying agent
under the Indenture (or the trustee and paying agent under such other indenture
under which any Transfer Restricted Notes are issued) immediately upon the
happening of each and every event described in clauses (a)(i), (a)(ii) or
(a)(iii) above (each a Registration Default).  The Company shall pay the
Additional Interest due on the Transfer Restricted Notes by depositing with the
paying agent (which shall not be the Company for these purposes) for the
Transfer Restricted Notes, in trust,
                                      -12-


for the benefit of the holders thereof, prior to 11:00 A.M. on the next
interest payment date specified by the Indenture (or such other indenture),
sums sufficient to pay the Additional Interest then due.  The Additional
Interest due shall be payable on each interest payment date specified by the
Indenture (or such other indenture) to the record holders entitled to receive
the interest payment to be made on such date.  Each obligation to pay
Additional Interest shall be deemed to accrue from and including the applicable
Registration Default.

              (c)    The parties hereto agree that the Additional Interest
provided for in this Section 4 constitutes a reasonable estimate of the damages
that will be suffered by holders of Transfer Restricted Notes by reason of the
happening of any Registration Default.

5.     Registration Procedures

              In connection with the Issuers' registration obligations
hereunder, the Issuers shall effect such registrations on the appropriate form
available for the sale of the Notes, the Exchange Notes or Private Exchange
Notes, as applicable, to (i) in the case of the Exchange offer, permit the
exchange of Exchange Notes for Notes in the Exchange Offer and, if applicable,
resales of Exchange Notes by Participating Broker-Dealers and (ii) in the case
of a Shelf Registration, permit the sale of the applicable Transfer Restricted
Notes in accordance with the method or methods of disposition thereof specified
by the holders of such Transfer Restricted Notes, and pursuant thereto the
Issuers shall as expeditiously as possible:

                     (a)    In the case of a Shelf Registration, a reasonable
              period of time prior to the initial filing of a Shelf
              Registration Statement or Prospectus and a reasonable period of
              time prior to the filing of any amendment or supplement thereto
              (including any document that would be incorporated or deemed to
              be incorporated therein by reference), furnish to the holders of
              the Transfer Restricted Notes included in such Shelf Registration
              Statement, their Special Counsel and the managing underwriters,
              if any, copies of all such documents proposed to be filed, which
              documents (other than those incorporated or deemed to be
              incorporated by reference) will be subject to the review of such
              holders, their Special Counsel and such underwriters, if any, and
              cause the officers and directors of the Issuers, counsel to the
              Issuers and independent certified public accountants to the
              Issuers to respond to such reasonable inquiries as shall be
              necessary, in the opinion of respective counsel to such holders
              and such underwriters, to conduct a reasonable
                                      -13-


              investigation within the meaning of the Securities Act; provided
              that the foregoing inspection and information gathering shall be
              conducted by the Initial Purchaser and on behalf of any other
              persons, by one counsel designated by and on behalf of such other
              persons; provided, however, that the Issuers shall not be deemed
              to have kept a Shelf Registration Statement effective during the
              applicable period if any of them voluntarily takes any
              unreasonable action or voluntarily fails to take any reasonable
              action that results in holders of the Transfer Restricted Notes
              covered thereby not being able to sell such Transfer Restricted
              Notes pursuant to federal securities laws during that period.
              The Issuers shall not file any such Shelf Registration Statement
              or related Prospectus or any amendments or supplements thereto
              which the holders of a majority in principal amount of the
              Transfer Restricted Notes included in such Shelf Registration
              Statement shall reasonably object on a timely basis;

                     (b)    Prepare and file with the SEC such amendments,
              including post-effective amendments, to each Registration
              Statement as may be necessary to keep such Registration Statement
              continuously effective for the applicable time period required
              hereunder; cause the related Prospectus to be supplemented by any
              required Prospectus supplement, and as so supplemented to be
              filed pursuant to Rule 424; and comply with the provisions of the
              Securities Act and the Exchange Act with respect to the
              disposition of all securities covered by such Registration
              Statement during such period in accordance with the intended
              methods of disposition by the sellers thereof set forth in such
              Registration Statement as so amended or in such Prospectus as so
              supplemented;

                     (c)    Notify the holders of Transfer Restricted Notes to
              be sold or, in the case of an Exchange Offer, tendered for, their
              Special Counsel and the managing underwriters, if any, promptly,
              and (if requested by any such person), confirm such notice in
              writing, (i)(A) when a Prospectus or any Prospectus supplement or
              post-effective amendment is proposed to be filed, and (B) with
              respect to a Registration Statement or any post-effective
              amendment, when the same has become effective, (ii) of any
              request by the SEC or any other Federal or state governmental
              authority for amendments or supplements to a Registration
              Statement or related Prospectus or for additional information,
              (iii) of the issuance by the SEC, any state securities
              commission, any other governmental agency or any court of any
              stop
                                      -14-


              order or injunction suspending or enjoining the use of a
              Prospectus or the effectiveness of a Registration Statement or
              the initiation of any proceedings for that purpose, (iv) of the
              receipt by the Company of any notification with respect to the
              suspension of the qualification or exemption from qualification
              of any of the Notes, Exchange Notes or Private Exchange Notes for
              sale in any jurisdiction, or the initiation or threatening of any
              proceeding for such purpose, and (v) of the happening of any
              event or information becoming known to any Issuer that makes any
              statement made in a Registration Statement or related Prospectus
              or any document incorporated or deemed to be incorporated therein
              by reference untrue in any material respect or that requires the
              making of any changes in such Registration Statement, Prospectus
              or documents so that it will not contain any 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, not
              misleading, and that in the case of a Prospectus, it will not
              contain any 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;

                     (d)    Use their best efforts to avoid the issuance of or,
              if issued, obtain the withdrawal of any order enjoining or
              suspending the use of a Prospectus or the effectiveness of a
              Registration Statement or the lifting of any suspension of the
              qualification (or exemption from qualification) of any of the
              Notes, Exchange Notes or Private Exchange Notes for sale in any
              jurisdiction, at the earliest practicable moment;

                     (e)    If a Shelf Registration Statement is filed pursuant
              to Section 3 hereof and if requested by the managing
              underwriters, if any, or the holders of a majority in aggregate
              principal amount of the Transfer Restricted Notes being sold
              pursuant to such Shelf Registration Statement, (i) promptly
              incorporate in a Prospectus supplement or post-effective
              amendment such information as the managing underwriters, if any,
              and such holders reasonably believe should be included therein,
              and (ii) make all required filings of such Prospectus supplement
              or such post-effective amendment under the Securities Act as soon
              as practicable after the Company has received notification of the
              matters to be incorporated in such Prospectus supplement or
              post-effective amendment; provided, however, that the
                                      -15-


              Issuers shall not be required to take any action pursuant to this
              Section 5(e) that would, in the opinion of counsel for the
              Issuers, violate applicable law;

                     (f)    Upon written request to the Company by a holder of
              Notes, Exchange Notes or Private Exchange Notes to be exchanged
              or sold pursuant to a Registration Statement, their Special
              Counsel and each managing underwriter, if any, without charge,
              furnish at least one conformed copy of such Registration
              Statement and each amendment thereto, including financial
              statements and schedules, all documents incorporated or deemed to
              be incorporated therein by reference, and all exhibits to the
              extent requested (including those previously furnished or
              incorporated by reference) as soon as practicable after the
              filing of such documents with the SEC;

                     (g)    Deliver to each holder of Notes, Exchange Notes or
              Private Exchange Notes to be exchanged or sold pursuant to a
              Registration Statement, their Special Counsel, and the
              underwriters, if any, without charge, as many copies of the
              Prospectus (including each form of prospectus) and each amendment
              or supplement thereto as such persons reasonably request; and the
              Issuers hereby consent to the use of such Prospectus and each
              amendment or supplement thereto by each of the selling holders of
              Transfer Restricted Notes and the underwriters, if any, in
              connection with the offering and sale of the Transfer Restricted
              Notes in accordance with the terms thereof and with U.S. federal
              securities laws and Blue Sky laws covered by such Prospectus and
              any amendment or supplement thereto;

                     (h)    Prior to any public offering of Notes, Exchange
              Notes or Private Exchange Notes, use their best efforts to
              register or qualify or cooperate with the holders of Notes,
              Exchange Notes or Private Exchange Notes to be sold or tendered
              for, the underwriters, if any, and their respective counsel in
              connection with the registration or qualification (or exemption
              from such registration or qualification) of such Notes, Exchange
              Notes or Private Exchange Notes for offer and sale under the
              securities or Blue Sky laws of such jurisdictions within the
              United States as any such holder or underwriter reasonably
              requests in writing; keep each such registration or qualification
              (or exemption therefrom) effective during the period such
              Registration Statement is required to be kept effective hereunder
              and do any and all other acts or
                                      -16-


              things necessary or advisable to enable the disposition in such
              jurisdictions of the Notes, Exchange Notes or Private Exchange
              Notes covered by the applicable Registration Statement; provided,
              however, that the Issuers shall not be required to (i) qualify
              generally to do business in any jurisdiction where they are not
              then so qualified or (ii) take any action which would subject
              them to general service of process or to taxation in any
              jurisdiction where they are not so subject;

                     (i)    In connection with any sale or transfer of Transfer
              Restricted Notes that will result in such securities no longer
              being Transfer Restricted Notes, cooperate with the holders
              thereof and the managing underwriters, if any, to facilitate the
              timely preparation and delivery of certificates representing
              Transfer Restricted Notes to be sold, which certificates shall
              not bear any restrictive legends and shall be in a form eligible
              for deposit with The Depository Trust Company and to enable such
              Transfer Restricted Notes to be in such denominations and
              registered in such names as the managing underwriters, if any, or
              such holders may request at least two Business Days prior to any
              sale of Transfer Restricted Notes;

                     (j)    Upon the occurrence of any event contemplated by
              Section 5(c)(v) hereof, as promptly as practicable, prepare a
              supplement or amendment, including, if appropriate, a
              post-effective amendment, to each Registration Statement or a
              supplement to the related Prospectus or any document incorporated
              or deemed to be incorporated therein by reference, and file any
              other required document so that, as thereafter delivered, such
              Prospectus 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, in light of
              the circumstances under which they were made, not misleading;

                     (k)    Prior to the effective date of the Exchange
              Registration Statement, to provide a CUSIP number for the
              Exchange Notes (and Private Exchange Notes, if applicable);

                     (l)    If a Shelf Registration Statement is filed pursuant
              to Section 3 hereof, enter into such agreements (including an
              underwriting agreement in form, scope and substance as is
              customary in underwritten offerings) and take all such other
                                      -17-


              reasonable actions in connection therewith (including those
              reasonably requested by the managing underwriters, if any, or the
              holders of a majority in aggregate principal amount of the
              Transfer Restricted Notes being sold) in order to expedite or
              facilitate the disposition of such Transfer Restricted Notes,
              and, whether or not an underwriting agreement is entered into and
              whether or not the registration is an underwritten registration,
              (i) make such representations and warranties to the holders of
              such Transfer Restricted Notes and the underwriters, if any, with
              respect to the business of the Issuers and their subsidiaries
              (including with respect to businesses or assets acquired or to be
              acquired by any of them), and the Shelf Registration Statement,
              Prospectus and documents, if any, incorporated or deemed to be
              incorporated by reference therein, in each case, in form,
              substance and scope as are customarily made by issuers to
              underwriters in underwritten offerings, and confirm the same if
              and when customarily requested; (ii) obtain opinions of counsel
              to the Issuers and updates thereof (which counsel and opinions
              (in form, scope and substance) shall be reasonably satisfactory
              to the managing underwriters, if any, and Special Counsel to the
              holders of the Transfer Restricted Notes being sold), addressed
              to each selling holder of Transfer Restricted Notes and each of
              the underwriters, if any, covering the matters customarily
              covered in opinions requested in underwritten offerings and such
              other matters as may be reasonably requested by such Special
              Counsel and the managing underwriters, if any; (iii) use their
              best efforts to obtain customary "cold comfort" letters and
              updates thereof from the independent certified public accountants
              of the Issuers (and, if necessary, any other independent
              certified public accountants of any subsidiary of the Issuers or
              of any business acquired by an Issuer or any such subsidiary for
              which financial statements and financial data is, or is required
              to be, included in the Shelf Registration Statement), addressed
              (where reasonably possible) to each selling holder of Transfer
              Restricted Notes and each of the underwriters, if any, such
              letters to be in customary form and covering matters of the type
              customarily covered in "cold comfort" letters in connection with
              underwritten offerings; (iv) if an underwriting agreement is
              entered into, the same shall contain indemnification provisions
              and procedures no less favorable to the selling holders and the
              underwriters, if any, than those set forth in Section 7 hereof
              (or such other provisions and procedures acceptable to holders of
              a majority in aggregate
                                      -18-


              principal amount of Transfer Restricted Notes covered by such
              Shelf Registration Statement and the managing underwriters, if
              any); and (v) deliver such documents and certificates as may be
              reasonably requested by the holders of a majority in aggregate
              principal amount of the Transfer Restricted Notes being sold,
              their Special Counsel and the managing underwriters, if any, to
              evidence the continued validity of the representations and
              warranties made pursuant to clause (i) above and to evidence
              compliance with any customary conditions contained in the
              underwriting agreement or other agreement entered into by the
              Issuers;

                     (m)    In the case of a Shelf Registration, make available
              for inspection by a representative of the holders of Transfer
              Restricted Notes being sold, any underwriter participating in any
              such disposition of Transfer Restricted Notes, and any attorney,
              consultant or accountant retained by such selling holders or
              underwriter, at the offices where normally kept, during
              reasonable business hours, all relevant financial and other
              records, pertinent corporate documents and properties of the
              Issuers and their subsidiaries (including with respect to
              businesses and assets acquired or to be acquired to the extent
              that such information is available to the Issuers), and cause the
              officers, directors, agents and employees of the Issuers and
              their subsidiaries (including with respect to businesses and
              assets acquired or to be acquired to the extent that such
              information is available to the Issuers) to supply all
              information in each case reasonably requested by any such
              representative, underwriter, attorney, consultant or accountant
              in connection with such Shelf Registration; provided, however,
              that such persons shall first agree in writing with the Company
              that any information that is reasonably and in good faith
              designated by the Company in writing as confidential at the time
              of delivery of such information shall be kept confidential by
              such persons, unless and to the extent that (i) disclosure of
              such information is required by court or administrative order or
              is necessary to respond to inquiries of regulatory authorities,
              (ii) disclosure of such information is required by law (including
              any disclosure requirements pursuant to Federal securities laws
              in connection with the filing of the Shelf Registration Statement
              or the use of any Prospectus), (iii) such information becomes
              generally available to the public other than as a result of a
              disclosure or failure to safeguard such information by such
              person or (iv) such information becomes available to such person
                                      -19-


              from a source other than the Issuers and their subsidiaries and
              such source is not bound by a confidentiality agreement; and
              provided, further, that the foregoing inspection and information
              gathering shall be conducted by the Initial Purchaser and on
              behalf of any other persons, by one counsel designated by and on
              behalf of such other persons;

                     (n)    Provide an indenture trustee for the Notes and/or
              the Exchange Notes and Private Exchange Notes, as the case may
              be, and cause an indenture to be qualified under the TIA not
              later than the effective date of the first Registration Statement
              relating to the Notes and/or the Exchange Notes and Private
              Exchange Notes, as the case may be; and if such indenture shall
              be the Indenture, in connection therewith, cooperate with the
              Trustee and the holders of the Notes and/or the Exchange Notes
              and Private Exchange Notes, to effect such changes to the
              Indenture, if any, as may be required for the Indenture to be so
              qualified in accordance with the terms of the TIA; and execute,
              and use its reasonable efforts to cause the Trustee to execute,
              all customary documents as may be required to effect such
              changes, and all other forms and documents required to be filed
              with the SEC to enable the Indenture to be so qualified in a
              timely manner;

                     (o)    Comply with all applicable rules and regulations of
              the SEC and make generally available to their securityholders
              earning statements satisfying the provisions of Section 11(a) of
              the Securities Act and Rule 158, no later than 45 days after the
              end of any 12-month period (or 90 days after the end of any
              12-month period if such period is a fiscal year) (i) commencing
              at the end of any fiscal quarter in which Transfer Restricted
              Notes are sold to underwriters in a firm commitment or reasonable
              efforts underwritten offering and (ii) if not sold to
              underwriters in such an offering, commencing on the first day of
              the first fiscal quarter after the effective date of a
              Registration Statement, which statement shall cover said period,
              consistent with the requirements of Rule 158;

                     (p)    Cooperate with each seller of Transfer Restricted
              Notes covered by any Registration Statement and each underwriter,
              if any, participating in the disposition of such Transfer
              Restricted Notes and their respective counsel in connection with
              any filings
                                      -20-


              required to be made with the National Association of Securities
              Dealers, Inc.; and

                     (q)    Use their best efforts to take all other steps
              reasonably necessary to effect the registration of the Transfer
              Restricted Notes covered by a Registration Statement contemplated
              hereby.

              The Issuers may require a holder of Transfer Restricted Notes to
be included in a Registration Statement to furnish to the Issuers such
information regarding the distribution of such Transfer Restricted Notes as is
required by law to be disclosed in such Registration Statement and the Issuers
may exclude from such Registration Statement the Transfer Restricted Notes of
any holder who unreasonably fails to furnish such information within a
reasonable time after receiving such request.

              If any such Registration Statement refers to any holder by name
or otherwise as the holder of any securities of an Issuer, then such holder
shall have the right to require (i) the insertion therein of language, in form
and substance reasonably satisfactory to such holder, to the effect that the
holding by such holder of such securities is not to be construed as a
recommendation by such holder of the investment quality of the Issuers'
securities covered thereby and that such holding does not imply that such
holder will assist in meeting any future financial requirements of the Issuers,
or (ii) in the event that such reference to such holder by name or otherwise is
not required by the Securities Act, the deletion of the reference to such
holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

              In the case of a Shelf Registration pursuant to Section 3 hereof,
each holder of Transfer Restricted Notes agrees by acquisition of such Transfer
Restricted Notes that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv) or 5(c)(v) hereof, such holder will forthwith discontinue disposition
of such Transfer Restricted Notes covered by such Registration Statement or
Prospectus until such holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof, or until it is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.
                                      -21-


6.     Registration Expenses

              All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers shall be borne by the Issuers
whether or not any Registration Statement is filed or becomes effective and
whether or not any Notes, Exchange Notes or Private Exchange Notes are issued
or sold pursuant to any Registration Statement.  The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the National Association
of Securities Dealers, Inc. and (B) in compliance with securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Notes, Exchange Notes and Private Exchange Notes in a
form eligible for deposit with The Depository Trust Company and of printing
Prospectuses), (iii) reasonable fees and disbursements of counsel for the
Issuers and the Special Counsel (not to exceed one firm or counsel), (iv) fees
and disbursements of all independent certified public accountants referred to
in Section 2(e) and Section 5(l)(iii) hereof (including, without limitation,
the expenses of any special audit and "cold comfort" letters required by or
incident to such performance), (v) if required, the reasonable fees and
expenses of any "qualified independent underwriter" and its counsel as may be
required by the rules and regulations of the National Association of Securities
Dealers, Inc., and (vi) fees and expenses of all other persons retained by the
Issuers.  In addition, the Issuers shall pay their internal expenses
(including, without limitation, all salaries and expenses of their respective
officers and employees performing legal or accounting duties), the expense of
any annual audit, and the fees and expenses incurred in connection with the
listing of the Notes, Exchange Notes or Private Exchange Notes to be registered
on any securities exchange.  Notwithstanding the foregoing or anything in this
Agreement to the contrary, each holder of Transfer Restricted Notes shall pay
all underwriting discounts and commissions of any underwriters with respect to
any Notes, Exchange Notes or Private Exchange Notes sold by or on behalf of it.

7.     Indemnification

              (a)    The Issuers agree, jointly and severally, to indemnify and
hold harmless (i) the Initial Purchaser, each holder of Notes, Exchange Notes
and Private Exchange Notes and each Participating Broker-Dealer, (ii) each
person, if any, who controls (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) any of the foregoing (any of the persons
referred to in this clause (ii) being hereinafter referred to as a "controlling
person"), and (iii) the respective officers, directors, partners, employees,
representatives and
                                      -22-


agents of the Initial Purchaser, each holder of Notes, Exchange Notes and
Private Exchange Notes, each Participating Broker-Dealer and any controlling
person (any person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an "Indemnified Person"), from and against any and all losses,
claims, damages, liabilities and judgments arising out of or relating to any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement, Prospectus or preliminary prospectus or in any
amendment or supplement thereto, or arising out of or relating to any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or preliminary prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Indemnified Person furnished in writing to the
Issuers by or on behalf of such Indemnified Person expressly for use therein;
provided that the foregoing indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Person from whom
the person asserting such losses, claims, damages, liabilities and judgments
purchased securities if such untrue statement or omission or alleged untrue
statement or omission made in such preliminary prospectus is eliminated or
remedied in the Prospectus and a copy of the Prospectus shall not have been
furnished to such person in a timely manner due to the wrongful action or
wrongful inaction of such Indemnified Person.

              (b)    In case any action shall be brought against any
Indemnified Person, based upon any Registration Statement or any such
Prospectus or preliminary prospectus or any amendment or supplement thereto and
with respect to which indemnity may be sought against the Issuers hereunder,
such Indemnified Person shall promptly notify the Issuers in writing and the
Company shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Person and payment of all fees and
expenses.  Any Indemnified Person shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified
Person, unless (i) the employment of such counsel shall have been specifically
authorized in writing by the Issuers, (ii) the Company shall have failed to
assume the defense and employ counsel or pay all such fees and expenses or
(iii) the named parties to any such action (including any impleaded parties)
include both such Indemnified Person and an Issuer and such Indemnified Person
shall have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
any such
                                      -23-


Issuer (in which case the Company shall not have the right to assume the
defense of such action on behalf of such Indemnified Person, it being
understood, however, that the Issuers shall not, in connection with any one
such 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 such Indemnified
Persons, which firm shall be designated in writing by such Indemnified Persons,
and that all such reasonable fees and expenses shall be reimbursed as they are
incurred).  The Issuers shall not be liable for any settlement of any such
action effected without their written consent but if settled with the written
consent of the Issuers, the Issuers agree, jointly and severally, to indemnify
and hold harmless each Indemnified Person from and against any loss or
liability by reason of such settlement.  No Issuer shall, without the prior
written consent of each Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
a party and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding.

              (c)    In connection with any Registration Statement pursuant to
which a holder of Transfer Restricted Notes offers or sells Transfer Restricted
Notes, such holder agrees, severally and not jointly, to indemnify and hold
harmless the Issuers, their respective directors and officers and any person
controlling an Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Issuers to each Indemnified Person but only with respect to
information relating to such holder furnished in writing by or on behalf of
such holder expressly for use in such Registration Statement.  In any such case
in which any action shall be brought against an Issuer, any director or officer
of an Issuer or any person controlling an Issuer based on such Registration
Statement and in respect of which indemnity may be sought against a holder of
Transfer Restricted Notes, such holder shall have the rights and duties given
to the Issuers (except that if an Issuer shall have assumed the defense
thereof, such holder shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof but the fees and
expenses of such counsel shall be at the expense of such holder), and the
Issuers, their respective directors and officers and any person controlling an
Issuer shall have the rights and duties given to the Indemnified Persons by
Section 7(b) hereof.
                                      -24-


              (d)    If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to herein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments in such proportion as is appropriate to
reflect the relative fault of each indemnifying party on the one hand and the
indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.  The
relative fault of each indemnifying party on the one hand and the indemnified
party on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by an
indemnifying party or such indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

              The Issuers and the Initial Purchaser agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation (even if all Indemnified Persons 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 the immediately
preceding paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 7, no
Indemnified Person shall be required to contribute any amount in excess of the
amount by which the net proceeds received by it in connection with the sale of
the Notes, Exchange Notes or Private Exchange Notes contemplated by this
Agreement (or, in the case of an underwriter that is an Indemnified Person, the
total underwriting discounts received by such underwriter) exceeds the amount
of any damages which such Indemnified Person 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
Indemnified Person's obligations to contribute pursuant to this Section 7(d)
are several in proportion to the respective amount of Notes, Exchange Notes or
Private Exchange Notes included in
                                      -25-


any such Registration Statement by each Indemnified Person and not joint.

8.     Rule 144A

              Each of Issuers shall use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time it is not required to file such reports but
in the past had been required to or did file such reports, it will, upon the
request of any holder of Transfer Restricted Notes, make available other
information as required by, and so long as necessary to permit sales of
Transfer Restricted Notes pursuant to Rule 144A.  Notwithstanding the
foregoing, nothing in this Section 8 shall be deemed to require an Issuer to
register any of its securities pursuant to the Exchange Act.

9.     Underwritten Registrations

              If any of the Transfer Restricted Notes 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
will be selected by the holders of a majority in aggregate principal amount of
the Transfer Restricted Notes included in such offering, subject to the consent
of the Company (which will not be unreasonably withheld or delayed).

              No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such Transfer Restricted Notes
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 required under the terms of such underwriting
arrangements.

10.    Miscellaneous

              (a)    Remedies.  In the event of a breach by an Issuer or by a
holder of Notes, Exchange Notes or Private Exchange Notes of any of its
obligations under this Agreement, each holder of Notes, Exchange Notes or
Private Exchange Notes and each Issuer, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement.
Notwithstanding the provisions of Section 4 hereof, the Issuers and each holder
of Notes, Exchange Notes and Private Exchange Notes agree that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
of any of the provisions of this Agreement and each hereby further agrees that,
in the event of
                                      -26-


any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

              (b)    No Inconsistent Agreements.  The Issuers will not enter
into any agreement with respect to their securities that is inconsistent with
the rights granted to the holders of Notes, Exchange Notes and Private Exchange
Notes and Indemnified Persons in this Agreement or otherwise conflicts with the
provisions hereof.  Without the written consent of the holders of a majority in
aggregate principal amount of the outstanding Transfer Restricted Notes, the
Issuers shall not grant to any person any rights which conflict with or are
inconsistent with the provisions of this Agreement.

              (c)    No Piggyback on Registrations.  The Issuers shall not
grant to any of their securityholders (other than the holders of Transfer
Restricted Notes in such capacity) the right to include any of their securities
in any Registration Statement other than Transfer Restricted Notes.

              (d)    Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent of the holders
of not less than a majority of the then outstanding aggregate principal amount
of Transfer Restricted Notes; provided, however, that, for the purposes of this
Agreement, Transfer Restricted Notes that are owned, directly or indirectly, by
the Issuers or any of their Affiliates are not deemed outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of holders of Transfer Restricted Notes whose securities are being sold
or tendered pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other holders of Transfer Restricted Notes may
be given by holders of a majority in aggregate principal amount of the Transfer
Restricted Notes being sold or tendered by such holders pursuant to such
Registration Statement; provided, however, that the provisions of this sentence
may not be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence.  Notwithstanding the
foregoing, no amendment, modification, supplement, waiver or consent with
respect to Section 7 shall be made or given otherwise than with the prior
written consent of each Indemnified Person affected thereby.

              (e)    Notices. All notices and other communications provided for
herein shall be made in writing by hand-delivery, next-day air courier,
certified first-class mail, return receipt requested, telex or telecopier:
                                      -27-



       (i)    if to the Issuers, as provided in the Purchase Agreement,

       (ii)   if to the Initial Purchaser, as provided in the Purchase
Agreement, or

       (iii)  if to any other person who is then the registered holder of
Notes, Exchange Notes or Private Exchange Notes, to the address of such holder
as it appears in the register therefor of the Company.

              Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; one Business Day after being timely delivered to a
next-day air courier; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; and when receipt is
acknowledged by the recipient's telecopier machine, if telecopied.

              (f)    Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each holder of Notes, Exchange
Notes and Private Exchange Notes and each Indemnified Person.  The Issuers may
not assign any of their rights or obligations hereunder without the prior
written consent of each holder of Transfer Restricted Notes and each
Indemnified Person.  Notwithstanding the foregoing, no successor or assignee of
an Issuer shall have any of the rights granted under this Agreement until such
person shall acknowledge its rights and obligations hereunder by a signed
written statement of such person's acceptance of such rights and obligations.

              (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)    Governing Law; Submission to Jurisdiction.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK.  THE ISSUERS HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,
                                      -28-


GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.

              (i)    Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.  If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

              (j)    Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  All references made in this Agreement to "Section" and
"paragraph" refer to such Section or paragraph of this Agreement, unless
expressly stated otherwise.

              (k)    Entire Agreement.  This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Issuers with respect to the Notes, the Exchange Notes and the Private Exchange
Notes.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
                                      -29-


       IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.


                                      TRACOR, INC.


                                      By: /S/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President

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

BT SECURITIES CORPORATION


By: /s/ Joseph E. Lipscomb
   -----------------------------------
   Name: Joseph E. Lipscomb
   Title: Vice President

BANKERS TRUST INTERNATIONAL PLC


By: /s/ Kenneth McGoin
   -----------------------------------
   Name: Kenneth McGoin
   Title:
                                      -30-


       Each of the Subsidiaries specified below agrees to become a party to
this Agreement as a Subsidiary Guarantor as of the date hereof:


                                      TRACOR INFORMATION SYSTEMS COMPANY
                                      (a Delaware Corporation)


                                      CORDANT, INC.
                                      (a Maryland Corporation)


                                      CORDANT FEDERAL SERVICES CORPORATION
                                      (a Maryland Corporation)


                                      GDE HOLDINGS, INC.
                                      (a Delaware Corporation)


                                      GDE SYSTEMS, INC.
                                      (a Delaware Corporation)


                                      GDE SYSTEMS IMAGING, INC.
                                      (a Delaware Corporation)


                                      HEALTHCOM, INC.
                                      (a Delaware Corporation)


                                      HELAVA ASSOCIATES, INC.
                                      (a Delaware Corporation)


                                      TRACOR AEROSPACE ELECTRONIC SYSTEMS,
                                        INC.
                                      (a Pennsylvania Corporation)


                                      TRACOR AEROSPACE, INC.
                                      (a Delaware Corporation)


                                      TRACOR APPLIED SCIENCES, INC.
                                      (a Delaware Corporation)
                                      -31-



                                      TRACOR FLIGHT SYSTEMS, INC.
                                      (a Delaware Corporation)


                                      TRACOR HOLDINGS, INC.
                                      (a Delaware Corporation)


                                      TRACOR MARINE, INC.
                                      (a Florida Corporation)


                                      VITRO CORPORATION
                                      (a Delaware Corporation)


                                      QUALITY SYSTEMS, INC.
                                      (a Virginia Corporation)


                                      VITRO SYSTEMS INTERNATIONAL
                                        CORPORATION
                                      (a Delaware Corporation)


                                      VITRO SCIENCES INTERNATIONAL, INC.
                                      (a Delaware Corporation)


                                      VITRO SERVICES CORPORATION
                                      (a Delaware Corporation)


                                      VITRO TECHNICAL SERVICES, INC.
                                      (a Delaware Corporation)


                                      WESTMARK SERVICES COMPANY, INC.
                                      (a Delaware Corporation)


                                      By: Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President
                                      -32-



                                      The Subsidiary specified below agrees to
                                      become a party to this Agreement as a
                                      Subsidiary Guarantor as of the date
                                      hereof.

                                      AERIAL DATA REDUCTION ASSOCIATES,
                                        INC.
                                      (a Pennsylvania Corporation)


                                      By: /s/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President


                                      The Subsidiary specified below agrees to
                                      become a party to this Agreement as a
                                      Subsidiary Guarantor as of the date
                                      hereof.

                                      GDESI, INC.
                                      (a Delaware Corporation)


                                      By: /s/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President