<PAGE>

                                                                     EXHIBIT 4.6

      ===================================================================

                  WARRANT SHARES REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 16, 2000

                                  By and Among

                          DAYTON SUPERIOR CORPORATION,
                                   as Issuer,

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                                       and

                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED
                              as Initial Purchasers

       ===================================================================

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                               <C>
1.    Definitions...........................................................       2
2.    Registration Rights...................................................       6
      2.1.    Demand Registration...........................................       6
      2.2.    Piggy-Back Registration.......................................       8
      2.3.    Reduction of Piggy-Back Registration..........................       9
      2.4.    Agreement to Lock Up..........................................       9
3.    Representations, Warranties and Agreements of the Company.............      10
4.    Registration Procedures...............................................      10
5.    Indemnification.......................................................      15
6.    Rules 144 and 144A....................................................      18
7.    Underwritten Registrations............................................      18
8.    Miscellaneous.........................................................      18
      8.1.    Remedies......................................................      18
      8.2.    No Conflicting Agreements.....................................      19
      8.3.    No Piggy-back on Demand Registrations.........................      19
      8.4.    Amendments and Waivers........................................      19
      8.5.    Notices.......................................................      19
      8.6.    Successors and Assigns........................................      20
      8.7.    Counterparts..................................................      20
      8.8.    Governing Law, Submission to Jurisdiction.....................      20
      8.9.    Severability..................................................      20
      8.10.   Headings......................................................      20
      8.11.   Securities Held by the Company or its Affiliates..............      20
      8.12.   Attorneys' Fees...............................................      20
      8.13.   Entire Agreement..............................................      21
</TABLE>

                                       i
<PAGE>

                  This WARRANT SHARES REGISTRATION RIGHTS AGREEMENT (this
"Agreement" is dated as of June 16, 2000, by and among DAYTON SUPERIOR
CORPORATION, an Ohio corporation (the "Company"), DEUTSCHE BANK SECURITIES INC.
("Deutsche Bank") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
("Merrill Lynch" and, together with Deutsche Bank, the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of June 9, 2000, by and among the Company and the Initial
Purchasers (the "Purchase Agreement"), relating to the sale by the Company to
the Initial Purchasers of an aggregate of 170,000 Units, each Unit consisting of
$1,000 principal amount of 13% Senior Subordinated Notes due 2009 (collectively,
the "Notes") and one Warrant (collectively, the "Warrants") to purchase 0.68986
of a common share, no par value, of the Company. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Holders (as defined herein) the registration rights for the
Registrable Securities (as defined herein) set forth in this Agreement. The
execution of this Agreement is a condition to the obligations of the Initial
Purchasers to purchase the Units under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

1.       Definitions.

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

                  "Advice" shall have the meaning ascribed to that term in the
last paragraph of Section 4.

                  "Additional Holders" shall have the meaning ascribed to that
term in Section 2.1(a).

                  "Affiliate" of any Person shall mean, any Person (i) which
directly or indirectly controls or is controlled by, or is under direct or
indirect common control with, the referent Person, (ii) which beneficially owns
or holds 10% or more of any class of the voting stock of the referent Person or
(iii) of which 10% or more of the voting stock (or, in case of a Person which is
not a corporation, 10% or more of the equity interest) is beneficially owned or
held by the referent Person. For purposes of this definition, control of a
Person shall mean 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.

                  "Agreement" shall have the meaning ascribed to that term in
the preamble hereto.

                  "Business Day" shall mean a day that is not a Legal Holiday.

                  "Capital Stock" shall mean, with respect to any Person, any
and all shares, interests, participations, rights in or other equivalents
(however designated and whether voting and/or non-voting) of capital stock,
partnership interests or any other participation, right or other interest in the
nature of an equity interest in such Person or any option, warrant or other
security convertible into or exercisable or exchangeable for any of the
foregoing.

<PAGE>

                                      -3-

                  "Common Shares" shall mean the common shares, no par value, of
the Company and any options, warrants or securities convertible into or
exercisable or exchangeable for such common shares.

                  "Company" shall have the meaning ascribed to that term in the
preamble hereto and shall also include the Company's successors.

                  "Demand Registration" shall have the meaning ascribed to that
term in Section 2.1(a).

                  "Effectiveness Period" shall have the meaning ascribed to that
term in Section 2.1(b).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                  "Holder" shall mean the Initial Purchasers, for so long as
each Initial Purchaser owns any Warrants or Registrable Securities, and each of
their successors, assigns and direct and indirect transferees who become
registered owners of Warrants or Registrable Securities.

                  "Indemnified Person" shall have the meaning ascribed to that
term in Section 5(c).

                  "Indemnifying Person" shall have the meaning ascribed to that
term in Section 5(c).

                  "Initial Public Offering" shall mean the first time a
registration statement filed under the Securities Act respecting an offering,
whether primary or secondary, of capital shares of the Company (or securities
convertible into, or exchangeable or exercisable for, capital shares or rights
to acquire capital shares or such securities, other than the Warrants) which is
underwritten on a firmly committed or best efforts basis is declared effective
and the securities so registered are issued and sold.

                  "Initial Purchasers" shall have the meaning ascribed to that
term in the preamble hereto.

                  "Issue Date" means June 16, 2000, the date on which the Units,
the Notes and the Warrants were issued.

                  "Legal Holiday" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York, New York are required by law, regulation
or executive order to remain closed.

                  "Loss" shall have the meaning ascribed to that term in Section
5(a).

                  "Notes" shall have the meaning ascribed to that term in the
preamble hereto.

                  "Participant" shall have the meaning ascribed to that term in
Section 5(a).

<PAGE>

                                      -4-

                  "Person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any entity.

                  "Piggy-Back Registration" shall have the meaning ascribed to
that term in Section 2.2.

                  "Prospectus" shall mean 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 Registrable
Securities 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.

                  "Purchase Agreement" shall have the meaning ascribed to that
term in the preamble hereto.

                  "Registrable Securities" shall mean any of the Warrant Shares;
provided that such securities shall cease to be Registrable Securities when (a)
a registration statement with respect to the offering of such securities by the
holder thereof shall have been declared effective under the Securities Act and
such securities shall have been disposed of by such holder pursuant to such
registration statement, (b) such securities have been sold to the public
pursuant to Rule 144, or are eligible for sale to the public without volume or
manner of sale restrictions under Rule 144(k) (or any similar provision then in
force, but not Rule 144A) promulgated under the Securities Act, (c) such
securities shall have been otherwise transferred and new certificates for such
securities not bearing a legend restricting further transfer shall have been
delivered by the Company or its transfer agent and subsequent disposition of
such securities shall not require registration or qualification under the
Securities Act or any similar state law then in force or (d) such securities
shall have ceased to be outstanding.

                  "Registration Expenses" shall mean all expenses incident to
the Company's performance of or compliance with this Agreement, including,
without limitation, (i) all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees and expenses, (ii) fees
and expenses of compliance with securities or blue sky laws (including, without
limitation, reasonable fees and disbursements of a qualified independent
underwriter, if any, counsel in connection therewith, and the reasonable fees
and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (iii) rating agency fees, printing expenses, messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel and all
independent certified public accountants for the Company, (v) fees and
disbursements of any additional experts retained by the Company in connection
therewith, (vi) fees and expenses of listing the Registrable Securities, if any,
(vii) reasonable fees and expenses of one counsel for the Holders of Registrable
Securities participating in an offering involving the exercise of registration
rights hereunder not to exceed $25,000 per annum in the aggregate, and (viii)
any fees and disbursements of underwriters customarily paid by issuers or
sellers of

<PAGE>
                                       -5-

securities (but not including any underwriting discounts or commissions or
transfer taxes, if any, attributable to the sale of Subject Equity by Holders of
such Subject Equity).

                  "Registration Statement" shall mean any registration statement
of the Company which covers any of the Subject Equity pursuant to the provisions
of this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "Requisite Shares" shall mean a number of Warrants and
Registrable Securities equivalent to no less than 35% of the Warrants and
Registrable Securities held in the aggregate by all Holders at the time of any
request for a Demand Registration (with any Warrant being deemed to be equal to
the number of Warrant Shares for which such Warrant is then exercisable (without
giving effect to any cashless exercise)).

                  "Rule 144" shall mean Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  "Rule 144A" shall mean Rule 144A under the Securities Act, as
such Rule may be amended from time to time.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

                  "Subject Equity" shall have the meaning ascribed to that term
in Section 2.1(b).

                  "Suspension Period" shall have the meaning ascribed to that
term in Section 2.1(b).

                  "Units" shall have the meaning ascribed to that term in the
preamble hereto.

                  "Warrant Shares" shall mean the Common Shares of the Company
issued and issuable upon exercise of the Warrants and any other securities
issued or issuable with respect to the Warrants or such Common Shares by way of
stock dividends, stock splits or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.

                  "Warrants" shall have the meaning ascribed to that term in the
preamble hereto.

                  "Withdrawal Election" shall have the meaning ascribed to that
term in Section 2.3(b).

<PAGE>
                                      -6-

2.       Registration Rights.

                  2.1.     Demand Registration.

                  (a)      Request for Registration. At any time after the
consummation of an Initial Public Offering, on one separate occasion only,
Holders owning, individually or in the aggregate, at least the Requisite Shares
may require the Company to effect one registration (the "Demand Registration")
under the Securities Act of their Registrable Securities. Any such request will
specify the Registrable Securities proposed to be sold and will also specify the
intended method of disposition thereof. The Company shall give written notice of
such registration request within 10 days after the receipt thereof to all other
Holders and other holders of securities of the Company that have incidental or
piggy-back registration rights other than under this Agreement (the "Additional
Holders"). Within 20 days after receipt of such notice by any Holder, such
Holder may request in writing that its Registrable Securities be included in
such registration, and the Company shall include in the Demand Registration the
Registrable Securities of any such selling Holder requested to be so included.
Each such request by such other selling Holders shall specify the number of
Registrable Securities proposed to be sold and the intended method of
disposition thereof The Holders of Warrants and Registrable Securities shall not
be entitled to request and the Company shall not be obligated to file or effect
any Demand Registration within (i) 180 days after the effective date of a
registration statement pertaining to an Initial Public Offering and (ii) 90 days
after the effective date of a registration statement pertaining to any other
underwritten primary public offering of capital shares of the Company pursuant
to an effective registration statement under the Securities Act. The Company
shall give prompt written notice to the Holders of Warrants and Registrable
Securities of any such offering, but any failure to give such notice shall not
affect the rights of the Holders and the obligations of the Company set forth in
the preceding sentence.

                  (b)      Effective Registration. Upon a demand, the Company
will promptly prepare and file and use all commercially reasonable efforts to
cause to become effective a Registration Statement in respect of all the
Registrable Securities which Holders request, no later than 20 days after the
date of such notice, for inclusion therein (all such included Registrable
Securities, the "Subject Equity") and shall keep such Registration Statement
continuously effective for the shorter of (i) six months and (ii) such period of
time as all of the Subject Equity shall have been sold thereunder (the
"Effectiveness Period"). For purposes of calculating the six-month period
referred to in the preceding sentence, any period of time during which such
Registration Statement was not effective or any Suspension Period shall be
excluded. If the Board of Directors of the Company resolves that the Company has
a bona fide business purpose for doing so, the Company may postpone the filing
of, or suspend the effectiveness of, any registration statement or amendment
thereto, suspend the use of any Prospectus and shall not be required to amend or
supplement the Registration Statement, any related Prospectus or any document
incorporated therein by reference (other than an effective registration
statement being used for an underwritten offering) in the event that, and for a
period (a "Suspension Period") expiring on the earlier to occur of (x) the date
on which such business purpose ceases to interfere with the Company's ability to
comply with its disclosure obligations and SEC requirements, and (y) 90 days
after the Company notifies the Holders of such good faith determination. There
shall not be more than 120 days of Suspension Periods during any 12-month
period. The Company will give prompt written notice to each Holder of each
Suspension Period. Such notice shall be

<PAGE>
                                      -7-

given as soon as practicable after the Board of Directors of the Company makes
the determination referenced in this paragraph and shall state to the extent, if
any, as is practicable, an estimate of the duration of such Suspension Period
and shall advise the recipient thereof of the agreement of such Holder provided
in the following sentence.

                  (c)      Obligation of the Company. A Registration Statement
will not be deemed to have been effected as a Demand Registration unless it has
been declared effective by the SEC and the Company has complied in all material
respects with its obligations under this Agreement with respect thereto;
provided that if, after such Registration Statement has become effective, the
offering of Subject Equity pursuant to such Registration Statement is or becomes
the subject of any stop order, injunction or other order or requirement of the
SEC or any other governmental or administrative agency, or if any court prevents
or otherwise limits the sale of Subject Equity pursuant to the Registration
Statement (for any reason other than the act or omissions of the Holders) for
the period of time contemplated hereby, such registration will be deemed not to
have been effected pursuant to Section 2.1(a). If (i) a registration requested
pursuant to this Section 2.1 is deemed not to have been effected or (ii) the
registration requested pursuant to this Section 2.1 does not remain effective
for the Effectiveness Period, then the Company shall continue to be obligated to
effect a registration pursuant to this Section 2.1. The Holders of Subject
Equity shall be permitted to withdraw all or any part of the Subject Equity from
the Demand Registration at any time prior to the effective date of such Demand
Registration. If at any time a Registration Statement is filed pursuant to a
request for the Demand Registration, and subsequently a sufficient amount of the
Subject Equity is withdrawn from the Demand Registration so that such
Registration Statement does not cover at least the amount of Requisite Shares,
the Holders who have not withdrawn their Subject Equity shall have the
opportunity to include an additional amount of Subject Equity in the Demand
Registration so that such Registration Statement covers at least the amount of
the Requisite Shares. If an additional amount of Subject Equity is not so
included, the Company may withdraw the Registration Statement. Such withdrawn
Registration Statement will not count as the Demand Registration and the Company
shall continue to be obligated to effect a registration pursuant to this Section
2.1.

                  (d)      Priority in Demand Registrations Pursuant to Section
2.1. If the Demand Registration involves an underwritten offering and the lead
managing underwriter or underwriters advise the Company in writing that, in such
underwriter's or underwriters' opinion, the number of securities requested to be
included in such registration (including securities of the Company and
Additional Holders which are not Subject Equity) exceeds the number which can be
sold in such offering, the Company will be required to include in such
registration only the Subject Equity requested to be included in such
registration. In the event that the amount of Subject Equity requested to be
included in such registration exceeds the number which, in the view of such lead
managing underwriter or underwriters, can be sold, the amount of such Subject
Equity to be included in such registration shall be allocated pro rata among all
requesting Holders on the basis of the relative number of shares of Subject
Equity then held by each such Holder (provided that any Subject Equity thereby
allocated to any such Holder that exceed such Holder's request shall be
reallocated among the remaining requesting Holders in like manner).

                  If securities of Holders have been excluded from a
registration statement pursuant to the provisions of the foregoing paragraph
constituting 35% or more of the Subject Equity

<PAGE>
                                      -8-

requested to be included in such registration, then such registration shall not
count towards determining whether the Company has satisfied its obligation to
effect the Demand Registration pursuant to this Section 2.1.

                  In the event that the number of Subject Equity requested to be
included in such registration is less than the number which, in the view of the
lead managing underwriter or underwriters, can be sold, the Company may include
in such registration the securities the Company proposes to sell up to the
number of securities that, in the view of the lead managing underwriter or
underwriters, can be sold.

                  (e)      Expenses. The Company will pay all Registration
Expenses in connection with the registrations requested pursuant to Section
2.1(a). Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a registration statement requested pursuant
to this Section 2.1.

                  2.2.     Piggy-Back Registration. If at any time the Company
proposes to file a Registration Statement under the Securities Act with respect
to an offering by the Company for its own account or for the account of any of
its securityholders covering the sale of any class of its common equity
securities (other than (a) a registration statement on Form S-4 or S-8 (or any
substitute form that may be adopted by the SEC), (b) a registration statement
filed in connection with an offer of securities solely to the Company's existing
securityholders, or (c) the Demand Registration), then the Company shall give
written notice of such proposed filing to the Holders of Warrants and
Registrable Securities as soon as practicable (but in no event less than 20 days
before the anticipated filing date), and such notice shall offer such Holders
the opportunity to register such number of Registrable Securities as each such
Holder may request within 20 days after receipt of such written notice from the
Company (which request shall specify the Registrable Securities intended to be
disposed of by such Holder and the intended method of distribution) (a
"Piggy-Back Registration"). The Company shall include the Registrable Securities
requested to be included in a Piggy-Back Registration to be included on the same
terms and conditions as any similar securities of the Company or any other
securityholder included therein and permit the sale or other disposition of such
Registrable Securities in accordance with the intended method of distribution
thereof. Any Holder shall have the right to withdraw its request for inclusion
of its Registrable Securities in any Registration Statement pursuant to this
Section 2.2 by giving written notice to the Company of its request to withdraw.
The Company may withdraw a Piggy-Back Registration at any time prior to the time
it becomes effective upon prompt written notice thereof to participating
Holders. The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 2.2,
and each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a registration statement effected pursuant to
this Section 2.2.

                  No registration effected under this Section 2.2 and no failure
to effect such a registration shall relieve the Company of its obligation to
effect a registration upon the request of Holders pursuant to Section 2.1, and
no failure to effect a registration under this Section 2.2 and to complete the
sale of Registrable Securities in connection therewith shall relieve the Company
of any other obligation under this Agreement.

<PAGE>
                                      -9-

                  2.3.     Reduction of Piggy-Back Registration. (a) If the lead
managing underwriter or underwriters, if any, of any offering described in
Section 2.2 have informed, in writing, the Holders of the Registrable Securities
requesting inclusion in such offering that it is such underwriter's or
underwriters' opinion that the total number of securities which the Company, the
Holders and any other Persons desiring to participate in such registration
intend to include in such offering exceeds the maximum number of shares that may
be distributed without materially and adversely affecting the price, timing or
distribution of the shares to be sold by the Company, then the number of
Registrable Securities to be offered for the account of such Holders and the
number of such securities to be offered for the account of all such other
Persons (including the Company) participating in such registration shall be the
number of securities, if any, which such lead managing underwriter or
underwriters believe may be sold without causing such adverse effect in the
following order:

                  (1)      all the shares that the Company proposes to sell in
         such offering;

                  (2)      all the shares that are proposed to be sold by any
         holder of Common Shares who is exercising a demand registration right,
         if such offering is being made pursuant to such demand; and

                  (3)      shares of the Holders and all other shares that are
         proposed to be sold by any holder of Common Shares on a pro rata basis
         in an aggregate number which is equal to the difference between the
         maximum number of shares that may be distributed in such offering as
         determined by the lead managing underwriter or underwriters and the
         number of shares to be sold in such offering pursuant to clauses (1)
         and (2) above.

                  (b)      If, as a result of the proration provisions of this
Section 2.3, any Holder shall not be entitled to include all Registrable
Securities in a Piggy-Back Registration that such Holder has requested to be
included, such Holder may elect to withdraw his request to include Registrable
Securities in such registration (a "Withdrawal Election"); provided that a
Withdrawal Election shall be irrevocable and, after making a Withdrawal
Election, a Holder shall no longer have any right to include Registrable
Securities in the registration as to which such Withdrawal Election was made.
The Company shall be permitted to postpone or withdraw any registration
statement prior to the effective date thereof without obligation to any Holder.

                  2.4.     Agreement to Lock Up. The right of any Holder to be
included in any registration or qualification (other than an Initial Public
Offering) shall be conditioned on such Holder's agreeing to a lock-up on the
sales of its Warrant Shares for a period commencing on the consummation date of
such offering and ending on the earlier of (i) the date required by the managing
underwriter or underwriters of such offering for holders of shares generally,
not to exceed the date that is 90 days following the effective date of such
registration or qualification, and (ii) the first date that other holders of
shares selling such shares in such offering are generally allowed to sell their
shares. All Holders of Warrants and Warrant Shares, whether or not participating
in the Initial Public Offering, will be required to not sell or otherwise
dispose of any Warrant or Warrant Shares owned by them for the period commencing
on the consummation date of the Initial Public Offering and ending on the
earlier of (i) the date required by the managing underwriter or underwriters of
the Initial Public Offering for holders of shares generally, not to exceed the
date that is 180 days following the effective date of such registration

<PAGE>
                                      -10-

or qualification, and (ii) the first date that holders of shares participating
in the Initial Public Offering, if any, are generally able to sell their shares.

3.       Representations, Warranties and Agreements of the Company.

                  The Company represents, warrants to and agrees with the
Holders of the Warrants and Registrable Securities as of the date of this
Agreement that the Company has no agreements relating to the rights of holders
of equity interests of the Company or pursuant to which any holders of
securities of the Company have a right to cause the Company to register or
qualify such securities under the Securities Act or any securities or blue sky
laws of any jurisdiction which have not been disclosed to the Initial Purchasers
or their counsel in writing.

4.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to any Registration Statement prepared pursuant to Sections 2.1 and 2.2 hereof,
the Company shall:

                  (a)      Prepare and file with the SEC a Registration
Statement with respect to such securities and use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain
effective as provided herein. A reasonable period of time prior to the initial
filing of a 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 Initial Purchasers and the managing underwriter or
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, and such underwriters,
if any, and cause the officers and directors of the Company, counsel to the
Company and independent certified public accountants to the Company to respond
to such reasonable inquiries as shall be necessary, in the opinion of counsel to
such underwriters, to conduct a reasonable investigation within the meaning of
the Securities Act. The Company shall not file any such Registration Statement
or related Prospectus or any amendments or supplements thereto to which the
Holders of a majority of the Registrable Securities included in such
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 under the Securities Act; 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 Registrable Securities to be
sold and the managing underwriter or 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

<PAGE>
                                      -11-

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 order, 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 Registrable 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 or information becoming known
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 its commercially reasonable 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 Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment;

                  (e)      If requested by the managing underwriter or
underwriters, if any, or if none, by the Holders of a majority of the
Registrable Securities being sold pursuant to such Registration Statement, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters or 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 Company shall not be
required to take any action pursuant to this Section 4(e) that would, in the
opinion of counsel for the Company, violate applicable law;

                  (f)      Upon written request to the Company, famish to each
Holder of Registrable Securities to be sold pursuant to a Registration Statement
and each managing underwriter, if any, without charge, 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 famished or incorporated by reference) as soon as
practicable after the filing of such documents with the SEC;

                  (g)      Deliver to each Holder of Registrable Securities to
be sold pursuant to a Registration Statement, and the underwriters, if any,
without charge, as many copies of the

<PAGE>
                                      -12-

Prospectus (including each form of prospectus) and each amendment or supplement
thereto as such persons reasonably request; and the Company hereby consents to
the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto;

                  (h)      Prior to any public offering of Registrable
Securities, use its commercially reasonable efforts to register or qualify or'
cooperate with the Holders of the Registrable Securities to be sold, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions 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 things necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Securities covered by the applicable
Registration Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not then so
subject;

                  (i)      In connection with any sale or transfer of
Registrable Securities that will result in such securities no longer being
Registrable Securities, cooperate with the Holders thereof and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities 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
Registrable Securities to be in such denominations and registered in such names
as the managing underwriter or underwriters, if any, or such Holders may request
at least two Business Days prior to any sale of Registrable Securities;

                  (j)      Upon the occurrence of any event contemplated by
Section 4(c)(v), 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)      Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings) and take all such other reasonable actions in connection therewith
(including those reasonably requested by the managing underwriter or
underwriters, if any, or the Holders of a majority of the Registrable Securities
being sold) in order to expedite or facilitate the disposition of such
Registrable Securities, 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 Registrable
Securities and the underwriters, if any, with respect to the business of the
Company and its subsidiaries (including with respect to businesses or assets
acquired or to be acquired by

<PAGE>
                                      -13-

any of them), and the 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 requested; (ii) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriter underwriters, if any, addressed to each selling Holder of
Registrable Securities 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 underwriters; (iii)
use their commercially reasonable efforts to obtain customary "cold comfort"
letters and updates thereof from the independent certified public accountants of
the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data is, or is required to
be, included in the Registration Statement), addressed (where reasonably
possible) to each selling Holder of Registrable Securities 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 5 hereof (or such other provisions and procedures acceptable to Holders
of a majority of Registrable Securities covered by such Registration Statement
and the managing underwriter or underwriters, if any); and (v) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority of the Registrable Securities being sold and the managing underwriter
or 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 Company;

                  (l)      Make available for inspection by a representative of
the Initial Purchasers selling Registrable Securities, any underwriter
participating in any such disposition of Registrable Securities, and any
attorney, consultant or accountant retained by such Initial Purchasers or
underwriter, at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries (including with respect to
businesses and assets acquired or to be acquired to the extent that such
information is available to the Company), and cause the officers, directors,
agents and employees of the Company and its subsidiaries (including with respect
to businesses and assets acquired or to be acquired to the extent that such
information is available to the Company) to supply all information in each case
reasonably requested by any such representative, underwriter, attorney,
consultant or accountant in connection with such Registration Statement;

                  (m)      Comply with all applicable rules and regulations of
the SEC and make generally available to its securityholders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
under the Securities Act, no later than 60 days after the end of any 12-month
period (or 135 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
Registrable Securities 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

<PAGE>
                                      -14-

quarter after the effective date of a Registration Statement, which statement
shall cover said period, consistent with the requirements of Rule 158 under the
Securities Act; and

                  (n)      Cooperate with each seller of Registrable Securities
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.

                  The Company may require a Holder of Registrable Securities to
be included in a Registration Statement to furnish to the Company such
information regarding (i) the intended method of distribution of such
Registrable Securities, (ii) such Holder and (iii) the Registrable Securities
held by such Holder as is required by law to be disclosed in such Registration
Statement and the Company may exclude from such Registration Statement the
Registrable Securities 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 the Company, 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 Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company, 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.

                  Each Holder of Warrants and Registrable Securities agrees by
acquisition of such Warrants and Registrable Securities that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 4(c)(ii), 4(c)(iii), 4(c)(iv) or 4(c)(v) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(j) hereof,
or until it is advised in writing (the "Advice") 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. If the Company shall give
any such notice, the Effectiveness Period shall be extended by the number of
days during such period from and including the date of the giving of such notice
to and including the date when each Holder of Registrable Securities covered by
such Registration Statement shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 4(j) hereof or (y)
the Advice, 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.

<PAGE>
                                      -15-

5.       Indemnification.

                  (a)      The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder, each underwriter who participates in an
offering of Registrable Securities, their respective Affiliates, each Person, if
any, who controls any of such parties within the meaning of either Section 15 of
the Securities Act or Section 20(a) of the Exchange Act and the agents,
employees, officers and directors of any such controlling Person (each, a
"Participant") from and against any and all losses and liabilities, claims,
damages and expenses whatsoever (including, but not limited to, reasonable
attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all reasonable amounts paid in
settlement of any claim or litigation) (each, individually, a "Loss" and,
collectively, the "Losses") to which they or any of them may become subject
under the Securities Act, the Exchange Act or otherwise insofar as such Losses
(or actions in respect of thereof) arise out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, covering Registrable Securities or
arising out of or based upon 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 a Prospectus, in the light of the circumstances under
which they were made, not misleading; provided, however that the Company will
not be liable in any such case to the extent, but only to the extent, that any
such Loss arises out of or is based upon any such untrue statement or alleged
untrue statement or omission made therein in reliance upon and in conformity
with information relating to any Participant furnished in writing to the Company
by or on behalf of such Participant expressly for use therein; provided further,
however, that with respect to any such untrue statement or omission made in any
preliminary prospectus, the indemnity contained in this Section 5(a) (to the
extent and only to the extent that such losses, claims, damages or liabilities
resulted from the untrue statement or omission described in clause (B) below)
shall not inure to the benefit of any Participant if it shall be established
that both (A) a copy of the Prospectus was not sent or given by such Participant
to the Person asserting any such losses, claims, damages or liabilities at or
prior to the delivery of the Registrable Securities to such Person, and (B) the
untrue statement or omission in the preliminary prospectus was corrected in the
Prospectus unless, in either case, such failure to deliver the Prospectus was a
result of noncompliance by the Company with Section 4 hereof. This indemnity
agreement will be in addition to any liability that the Company may otherwise
have, including, but not limited to, liability under this Agreement.

                  (b)      Each Participant agrees, severally and not jointly,
to indemnify and hold harmless the Company, each Person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, and each of its agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or based

<PAGE>
                                      -16-

upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or arising out of or
based upon 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 the Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such Loss arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with information relating to such Participant
furnished in writing to the Company by such Participant to the Company expressly
for use in any Registration Statement or Prospectus, any amendment or supplement
thereto, or any preliminary prospectus.

                  (c)      Promptly after receipt by an indemnified Person under
Section 5(a) or 5(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified Person (the
"Indemnified Person") shall, if a claim in respect thereof is to be made against
any indemnifying Persons under either such subsection, notify each party against
whom indemnification is to be sought (the "Indemnifying Persons") in writing of
the commencement of such action (but the failure so to notify any Indemnifying
Person shall not relieve such Indemnifying Person from any liability that it may
have under this Section 5 except to the extent that it has been prejudiced in
any material respect by such failure or from any liability which it may
otherwise have). In case any such action is brought against any Indemnified
Person, and it notifies an Indemnifying Person of the commencement of such
action, the Indemnifying Person will be entitled to participate in such action,
and to the extent it may elect by written notice delivered to the Indemnified
Person promptly after receiving the aforesaid notice from such Indemnified
Person, to assume the defense of such action with counsel satisfactory to such
Indemnified Person. Notwithstanding the foregoing, the Indemnified Person or
Persons shall have the right to employ their own counsel in any such action, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Person or Persons unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Persons in connection with
the defense of such action, (ii) the Indemnifying Persons shall not have
employed counsel to take charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the named
parties to such action (including any impleaded parties) include such
Indemnified Person and the Indemnifying Persons (or such Indemnifying Persons
have assumed the defense of such action), and such Indemnified Person or Persons
shall have reasonably concluded that there may be defenses available to it or
them that are different from or additional to those available to one or all of
the Indemnifying Persons (in which case the Indemnifying Persons shall not have
the right to direct the defense of such action on behalf of the Indemnified
Person or Persons), in any of which events such reasonable fees and expenses of
counsel shall be borne by the Indemnifying Persons. In no event shall the
Indemnifying Persons be liable for the fees and expenses of more than one
counsel (together with appropriate local counsel) at any time for all
Indemnified Persons in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of
the same general allegations or circumstances. An Indemnifying Person shall not
be liable for any settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by paragraph (a) or (b) of this
Section 5, then the Indemnifying Person agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 business days after receipt by such
Indemnifying Person of the aforesaid request, (ii)

<PAGE>
                                      -17-

such Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement and (iii) such
Indemnified Person shall have given the Indemnifying Person at least 30 days
prior notice of its intention to settle. No Indemnifying Person shall, without
the prior written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been 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.

                  (d)      In order to provide for contribution in circumstances
in which the indemnification provided for in this Section 5 is for any reason
held to be unavailable from the Indemnifying Person, or is insufficient to hold
harmless an Indemnified Person under this Section 5, then each Indemnifying
Person shall contribute to the amount paid or payable by such Indemnified Person
as a result of such aggregate Losses of the nature contemplated by such
indemnification provision (but after deducting in the case of Losses suffered by
the Indemnifying Person, any contribution received by the Indemnifying Person
from Persons other than the Indemnified Person who may also be liable for
contribution, including Persons who control the Indemnified Person within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act) to which any Indemnified Person may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
or Persons, on the one hand, and the Indemnified Person or Persons, on the other
hand, from the offering of the Warrant Shares or, if such allocation is not
permitted by applicable law or indemnification is not available as a result of
the Indemnifying Person not having received notice as provided in paragraph (c)
and having been prejudiced in any material respect by the absence of such
notice, in such proportion as is appropriate to reflect not only the relative
benefits referred to above but also the relative fault of the Indemnifying
Person or Persons, on the one hand, and Indemnified Person or Persons, on the
other hand, in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and such Participant, on the
other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the offering of Warrant Shares (net of discounts and commissions
but before deducting expenses) received by the Company, and (y) the total net
profit received by such Participant in connection with the sale of the Warrant
Shares. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Participant or such other
Indemnified Person, 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 or alleged statement or omission.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 5, (i) in no case shall a Participant be required to contribute
any amount in excess of the amount by which proceeds received by such
Participant from sales of Registrable Securities exceeds the amount of any
damages that such Participant has otherwise been required to pay by reason of
any untrue or alleged untrue statement or omission or alleged omission and (ii)
no

<PAGE>
                                      -18-

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. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 5, notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any obligation it or they may have under this Section 5 or
otherwise, except to the extent that it has been prejudiced in any material
respect by such failure; provided, however, that no additional notice shall be
required with respect to any action for which notice has been given under this
Section 5 for purposes of indemnification. Anything in this section to the
contrary notwithstanding, no party shall be liable for contribution with respect
to any action or claim settled without its written consent, provided, however,
that such written consent was not unreasonably withheld.

6.       Rules 144 and 144A.

                  The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act, and the rules
and regulations adopted by the SEC thereunder in a timely manner in accordance
with the requirements of the Securities Act and the Exchange Act and, if at any
time the Company is not required to file such reports, it will, upon the request
of any Holder or beneficial owner of Warrants or Registrable Securities, make
available such information necessary to permit sales pursuant to Rule 144A under
the Securities Act. The Company further covenants that it will take such further
action as any Holder of Warrants or Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Warrants or Registrable Securities, without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act. Upon the request of any Holder of Warrants vr Registrable Securities, the
Company will in a timely manner deliver to such Holder a written statement as to
whether it has complied with such information requirements.

7.       Underwritten Registrations.

                  No Person may participate in any underwritten public offering
hereunder unless such person (i) agrees to sell such Registrable 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 required under the terms of such underwriting
arrangements.

8.       Miscellaneous.

                  8.1.     Remedies. In the event of a breach by the Company or
by a Holder of any of its obligations under this Agreement, each Holder and the
Company, in addition to being

<PAGE>
                                      -19-

entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder 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 any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

                  8.2.     No Conflicting Agreements. The Company will not enter
into any agreement that by its terms prohibits the Company from complying with
its obligations under this Agreement.

                  8.3.     No Piggy-back on Demand Registrations. The Company
shall not grant to any of its securityholders (other than the Holders in such
capacity) the right to include any of their securities in any Registration
Statement filed pursuant to a Demand Registration unless any such right
expressly provides that such securityholders will agree to be cut-back if the
lead managing underwriter with respect to such Demand Registration has informed
the Holders, in writing, that it is its view that the total number of securities
requested for inclusion is such as to materially and adversely affect the price,
timing or distribution of any offering relating to such Demand Registration.

                  8.4.     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 the Requisite Shares. 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 whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of a majority of the Registrable Securities being sold 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 5 shall be made or given otherwise than with the
prior written consent of each Person affected thereby.

                  8.5.     Notices. All notices and other communications
provided for herein shall be made in writing and shall be mailed, delivered or
copied and confirmed in writing.

                  (a)      if to the Company, as provided in the Purchase
Agreement,

                  (b)      if to the Initial Purchasers, as provided in the
Purchase Agreement, or

                  (c)      if to any other Person who is then the registered
Holder of Warrants or Registrable Securities, to the address of such Holder as
it appears in the register therefor of the Company.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one Business
Day after being timely delivered

<PAGE>
                                      -20-

to a next-day air courier; five Business Days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is acknowledged by telecopier
machine, if telecopied.

                  8.6.     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. The Company may
not assign any of its rights hereunder without the prior written consent of each
Holder. Notwithstanding the foregoing, no successor or assignee of the Company
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.

                  8.7.     Counterparts. This Agreement may be executed in
various counterparts that together shall constitute one and the same Agreement.

                  8.8.     Governing Law, Submission to Jurisdiction. This
Agreement shall be construed in accordance with the internal laws of the State
of New York. (without giving effect to any provisions thereof relating to
conflicts of law). Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York and the U.S. federal courts
sitting in the City of New York for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement. Nothing herein shall
affect the right to serve process in any other manner permitted by law or shall
limit the right of the Holders to bring proceedings against the Company in the
courts of any other jurisdiction.

                  8.9.     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.

                  8.10.    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.

                  8.11.    Securities Held by the Company or its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Warrants or Registrable Securities is required hereunder, Warrants or
Registrable Securities held by the Company or any of its Affiliates shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                  8.12.    Attorneys' Fees. As between the parties to this
Agreement, in any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof

<PAGE>
                                      -21-

is validly asserted as a defense, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedy.

                  8.13.    Entire Agreement. This Agreement, together with the
Warrant Agreement and the Tag-Along Sales Agreement, is intended by the parties
as a final and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein and
any and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between
the Holders on the one hand and the Company on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.

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

                              DAYTON SUPERIOR CORPORATION

                              By: /s/ John A. Ciccarelli
                                  -------------------------------------
                                  Name:  John A.  Ciccarelli
                                  Title: President and Chief Executive Officer

                              DEUTSCHE BANK SECURITIES INC.

                              By: /s/ Robert Lipp
                                  -------------------------------------
                                  Name:  Robert Lipp
                                  Title: Managing Director

                              By: /s/ Philip Saliba
                                  -------------------------------------
                                  Name:  Philip Saliba
                                  Title: Vice President

                              MERRILL LYNCH, PIERCE, FENNER &
                                  SMITH INCORPORATED

                              By: Christopher Birosak
                                  -------------------------------------
                                  Name:  Christopher Birosak
                                  Title: Managing Director