REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated August 19, 2003 (this "Agreement"),
between Dobson Communications Corporation, an Oklahoma corporation (the
"Company") and the holders of Class A Common Stock (as defined below) and
Convertible Preferred Stock (as defined below) set forth on the signature pages
hereto. Unless otherwise provided in this Agreement, capitalized terms used
herein have the respective meanings given to them in Section 1.1 hereof.

     WHEREAS, pursuant to the Offering Memorandum, Solicitation of Consents and
Votes, Plan of Reorganization, Disclosure Statement and Ballot, dated July 14,
2003 (collectively, the "Offering Memorandum"), American Cellular Corporation, a
Delaware corporation ("ACC"), agreed to exchange 300 shares of its Class B
Common Stock and up to an aggregate of $50.0 million in cash for any and all of
the 9-1/2% Senior Subordinated Notes due 2009 of ACC (the "ACC Exchange"), and
the Company agreed to exchange concurrently with the ACC Exchange, up to an
aggregate of 45,054,800 shares of its Class A Common Stock, par value $0.001 per
share (the "Class A Common Stock") and up to 700,000 shares of its Series F
Convertible Preferred Stock, par value $1.00 per share (the "Convertible
Preferred Stock"), with an aggregate liquidation preference of $125.0 million,
for all shares of ACC's Class B Common Stock issued pursuant to the ACC Exchange
(the "Dobson Exchange", and together with the ACC Exchange, the "Exchange
Offers"); and

     WHEREAS, in connection with the Exchange Offers, the Company has agreed to
grant certain registration rights with respect to the Registrable Securities as
set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     1.1 Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:

     "ACC" has the meaning set forth in the recitals to this Agreement.

     "ACC Exchange" has the meaning set forth in the recitals to this Agreement.

     "Additional Dividends" has the meaning set forth in Section 3.3(a).

     "Affiliate" means with respect to any specified Person, an "affiliate," as
defined in Rule 144 under the Securities Act, of such Person.

     "Agreement" means this Agreement as the same may be amended, supplemented
or modified in accordance with the terms hereof.

     "Approved Underwriter" has the meaning set forth in Section 4.6.

     "Board of Directors" means the Board of Directors of the Company.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in the State of New York are authorized or required by
law or executive order to close.

     "Category I Investors" means each of AT&T Wireless Services, Inc., J.W
Childs Equity Partners II, L.P. and the JWC Group Stockholders (as defined in
that certain Stockholder and Investor Rights Agreement dated as of January 31,
2000, as amended).

     "Category II Investors" means each of Bank of America, N.A. and LB I Group,
Inc.

     "Certificate of Designations" means the Certificate of Designations with
respect to the Convertible Preferred Stock.

     "Charter Documents" means the Certificate of Incorporation and the By-laws
of the Company, as amended from time to time.

     "Class A Common Stock" has the meaning set forth in the recitals to this
Agreement.

     "Class A Shares" means the 45,054,800 shares of Class A Common Stock issued
pursuant to the Dobson Exchange, as adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after the
date hereof.

     "Commission" means the United States Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

     "Company" has the meaning set forth in the preamble to this Agreement.

     "Company Underwriter" has the meaning set forth in Section 5.1.

     "Convertible Preferred Stock" has the meaning set forth in the recitals to
this Agreement.

     "DCCLP" means Dobson CC Limited Partnership, an Oklahoma limited
partnership.

     "Demand Registration" has the meaning set forth in Section 4.1.

     "Designated Holders" means (a) Capital Research and Management Company, any
fund, investment vehicle or account managed, advised or controlled by Capital
Research and Management Company and any of their respective Affiliates, (b) any
Holder of Registrable Securities that may be deemed to be an Affiliate of the
Company as of the date hereof and (c) any transferee of any of them to whom
Registrable Securities have been transferred in accordance with Section 10.5 of
this Agreement, other than a transferee to whom Registrable Securities have been
transferred pursuant to a Registration Statement under the Securities Act or
Rule 144, Rule 144A or Regulation S under the Securities Act (or any successor
rule thereto), but in each case solely for so long as such holder or transferee
continues to be a holder of Registrable Securities.

     "Dobson Exchange" has the meaning set forth in the recitals to this
Agreement.

     "Effectiveness Period" means the period commencing with the date of this
Agreement and ending on the date that all Registrable Securities have ceased to
be Registrable Securities.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder.

     "Exchange Offers" has the meaning set forth in the recitals to this
Agreement.

     "Holders" means each holder of Registrable Securities on the date hereof
(including, without limitation, each Designated Holder) and any transferee to
whom Registrable Securities have been transferred, other than a transferee to
whom Registrable Securities have been transferred pursuant to a Registration
Statement under the Securities Act or Rule 144, Rule 144A or Regulation S under
the Securities Act (or any successor rule thereto), but in each case solely for
so long as such holder or transferee continues to be a holder of Registrable
Securities.

     "Holders' Counsel" means a single counsel that shall be either (i) in the
case of a Shelf Registration Statement pursuant to Article III, Paul, Weiss,
Rifkind, Wharton & Garrison LLP or (B) in the case of a Demand Registration,
Incidental Registration or S-3 Registration pursuant to Articles IV, V or VI,
counsel selected by the Designated Holders holding a majority of the Registrable
Securities held by all of the Designated Holders.

     "Incidental Registration" has the meaning set forth in Section 5.1.

     "Indemnified Party" has the meaning set forth in Section 8.3.

     "Indemnifying Party" has the meaning set forth in Section 8.3.

     "Initiating Holders" has the meaning set forth in Section 4.1.

     "Inspector" has the meaning set forth in Section 7.1(h).

     "Knowledge" means the knowledge of any executive officer of the Company.

     "Liability" has the meaning set forth in Section 8.1.

     "NASD" means the National Association of Securities Dealers, Inc.

     "Offering Memorandum" has the meaning set forth in the recitals to this
Agreement.

     "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

     "Records" has the meaning set forth in Section 7.1(h).

     "Registrable Securities" means, subject to Section 2.2 below, the Class A
Shares, the shares of Convertible Preferred Stock issued as part of the Dobson
Exchange, the shares of Class A Common Stock and Convertible Preferred Stock
issued to Chanin Capital Partners L.L.C. under the Agreement, dated September
17, 2002 between Chanin Capital Partners L.L.C. and ACC, the shares of Class A
Common Stock issuable upon conversion of any Convertible Preferred Stock and the
shares of Convertible Preferred Stock that may be issued as dividends on any
Convertible Preferred Stock.

     "Registration Default" has the meaning set forth in Section 3.3(a).

     "Registration Expenses" has the meaning set forth in Section 7.4.

     "Registration Statement" means a Registration Statement filed pursuant to
the Securities Act.

     "S-3 Initiating Holders" has the meaning set forth in Section 6.1.

     "S-3 Registration" has the meaning set forth in Section 6.1.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

     "Shelf Registration Period" hast he meaning set forth in Section 3.2(a).

     "Shelf Registration Statement" has the meaning set forth in Section 3.1.

     "Valid Business Reason" has the meaning set forth in Section 4.1.

                                   ARTICLE II

                  GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT

     2.1 Grant of Rights. The Company hereby grants registration rights to the
Holders upon the terms and conditions set forth in this Agreement.

     2.2 Registrable Securities. For the purposes of this Agreement, Registrable
Securities will cease to be Registrable Securities, when (i) a Registration
Statement covering such Registrable Securities has been declared effective under
the Securities Act by the Commission and such Registrable Securities have been
disposed of pursuant to such effective Registration Statement or (ii) the entire
amount of the Registrable Securities owned by a Holder may be sold in the open
market in a single transaction, in the opinion of counsel satisfactory to the
Company and such Holder, without any limitation as to volume pursuant to Rule
144 (or any successor provisions then in effect) under the Securities Act or any
state securities and blue sky laws.

     2.3 Holders of Registrable Securities. A Person is deemed to be a holder of
Registrable Securities whenever such Person is the record or beneficial owner of
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company may act upon the basis of the instructions,
notice or election received from the registered owner of such Registrable
Securities.

                                  ARTICLE III

                          SHELF REGISTRATION STATEMENT

     3.1 Shelf Registration Statement. Promptly, and in any event within twenty
(20) days after the date hereof, the Company shall file with the Commission a
shelf registration statement pursuant to Rule 415 of the Securities Act (the
"Shelf Registration Statement") on Form S-3 (or any successor form thereto),
with respect to the resale, from time to time, of all of the Registrable
Securities held by the Holders.

     3.2 Effective Shelf Registration Statement. The Company shall promptly
cause the Shelf Registration Statement to become effective (but in any event not
later than one hundred and twenty (120) days after the date hereof), and shall
use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective under the Securities Act, subject to the provisions of
Section 7.3, until the earlier of (i) the second anniversary of the date hereof
or (ii) the date that all Registrable Securities covered by such Shelf
Registration Statement have been sold or otherwise disposed of (the "Shelf
Registration Period"). Notwithstanding the foregoing, the Company shall have the
right, in its sole discretion, to keep the Shelf Registration Statement
effective for such longer period as it deems appropriate. The Company shall be
deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the Shelf Registration Period if it
voluntarily takes any action that would result in the Holders of Registrable
Securities covered thereby not being able to offer and sell such Registrable
Securities pursuant to such effective Shelf Registration Statement during the
Shelf Registration Period, unless such action is required by applicable law.

     3.3 Additional Dividends Under Certain Circumstances.

     (a) Additional dividends ("Additional Dividends") with respect to the
Convertible Preferred Stock shall accrue as follows if any of the following
events occur (each such event in clauses (i) through (iii) below being herein
called a "Registration Default"):

          (i) the Shelf Registration Statement required by this Agreement is not
     filed with the Commission on or prior to twenty (20) days after the date
     hereof;

          (ii) the Shelf Registration Statement required by this Agreement is
     not declared effective by the Commission on or prior to one hundred and
     twenty (120) days after the date hereof; or

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

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

     Additional Dividends shall accrue on the shares of Convertible Preferred
Stock from and including the date on which any such Registration Default shall
occur to but excluding the date on which all such Registration Defaults have
been cured, at a rate of 0.50% per annum of the aggregate liquidation preference
of the Convertible Preferred Stock, in addition to the dividends otherwise
accruing on the Convertible Preferred Stock.

     (b) A Registration Default referred to in Section 3.3(a) hereof shall be
deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related prospectus if such Registration Default
has occurred solely as a result of the filing of a post-effective amendment to
the Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related prospectus; provided, however, that in any case if such Registration
Default occurs for a continuous period in excess of 30 days, Additional
Dividends shall be payable in accordance with the above paragraph from the day
such Registration Default occurs until such Registration Default is cured.

     (c) Any amounts of Additional Dividends due pursuant to Section 3.3(a) will
be payable in cash or additional shares of Convertible Preferred Stock, as the
case may be, on the regular dividend payment dates with respect to the
Convertible Preferred Stock on the same terms and conditions and subject to the
same limitations as pertain at such time for the payment of regular dividends.
The amount of Additional Dividends will be determined by multiplying the
applicable Additional Dividends rate by the aggregate liquidation preference of
the outstanding shares of Convertible Preferred Stock and further multiplied by
a fraction, the numerator of which is the number of days such Additional
Dividend rate was applicable during such period (determined on the basis of a
360-day year comprised of twelve 30-day months), and the denominator of which is
360.

     3.4 Expenses. The Company shall pay all Registration Expenses in connection
with a Shelf Registration Statement, whether or not such Shelf Registration
Statement becomes effective.

                                   ARTICLE IV

                               DEMAND REGISTRATION

     4.1 Request for Demand Registration. At any time commencing after the
second anniversary of the date hereof, any Designated Holder or Designated
Holders may make a written request to the Company to register, and the Company
shall use its reasonable best efforts to register, under the Securities Act
(other than pursuant to a Registration Statement on Form S-4 or S-8 or any
successor thereto) (a "Demand Registration"), the number of Registrable
Securities stated in such request (any such Designated Holder, an "Initiating
Holder"); provided, however, that the Company shall not be obligated to effect
more than two such Demand Registrations for each such Designated Holder and its
Affiliates. Notwithstanding anything to the contrary set forth herein, the
Company shall have the right to delay the filing of a Registration Statement and
to suspend the effectiveness of any such Registration Statement for a reasonable
period of time (not exceeding ninety (90) days) if the Company furnishes to the
Designated Holders a certificate signed by the Chairman of the Board or the
President of the Company stating that the Company has determined in good faith
that effecting such registration at such time would adversely affect a material
financing, acquisition, disposition of assets or stock, merger or other
comparable transaction or would require the Company to make public disclosure of
information the public disclosure of which would have a material adverse effect
on the Company (a "Valid Business Reason"), so long as the Designated Holders
shall have the rights set forth in this Article IV within ninety (90) days of
such event. The Company shall give written notice of its determination to
postpone or withdraw a Registration Statement and of the fact that the Valid
Business Reason for such postponement or withdrawal no longer exists, in each
case, promptly after the occurrence thereof. Notwithstanding anything to the
contrary contained herein, the Company may not postpone or withdraw a filing due
to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once
in any twelve (12) month period. In addition, the Company shall not be required
to file any Registration Statement pursuant to this Article IV within ninety
(90) days after the effective date of any other Registration Statement of the
Company if (i) the other Registration Statement was not for the account of the
Initiating Holders but the Initiating Holders had the opportunity to include all
of the Registrable Securities they requested to include in such registration
pursuant to Article V or (ii) the Registration Statement was filed pursuant to
Article VI or this Article IV. Each request for a Demand Registration by the
Initiating Holders shall state the amount of the Registrable Securities proposed
to be sold and the intended method of disposition thereof.

     4.2 Incidental or "Piggy-Back" Rights with Respect to a Demand
Registration. Each of the Designated Holders (other than the Initiating Holders)
may offer its or his Registrable Securities under any Demand Registration
pursuant to this Section 4.2. Within five (5) Business Days after the receipt of
a request for a Demand Registration from an Initiating Holder, the Company shall
(i) give written notice thereof to all of the Designated Holders (other than the
Initiating Holders) and (ii) subject to Section 4.5, include in such
registration all of the Registrable Securities held by such Designated Holders
from whom the Company has received a written request for inclusion therein
within ten (10) Business Days of the receipt by such Designated Holders of such
written notice referred to in clause (i) above. Each such request by such
Designated Holders shall specify the number of Registrable Securities proposed
to be registered. The failure of any such Designated Holder to respond within
such 10-Business Day period referred to in clause (ii) above shall be deemed to
be a waiver of such Designated Holder's rights under this Article IV with
respect to such Demand Registration. Any such Designated Holder may waive its
rights under this Article IV prior to the expiration of such 10-Business Day
period by giving written notice to the Company, with a copy to the Initiating
Holders.

     4.3 Effective Demand Registration. The Company shall use its reasonable
best efforts to cause any such Demand Registration to become and remain
effective not later than seventy-five (75) days after it receives a request
under Section 4.1 hereof. A registration shall not constitute a Demand
Registration until it has become effective and remains continuously effective
for the lesser of (i) the period during which all Registrable Securities
registered in the Demand Registration are sold or otherwise disposed of and (ii)
180 days; provided, however, that a registration shall not constitute a Demand
Registration if (x) after such Demand Registration has become effective, such
registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the Commission or other governmental agency or court for
any reason not attributable to the Initiating Holders and such interference is
not thereafter eliminated or (y) the conditions specified in the underwriting
agreement, if any, entered into in connection with such Demand Registration are
not satisfied or waived, other than by reason of a failure by the Initiating
Holders.

     4.4 Expenses. The Company shall pay all Registration Expenses in connection
with a Demand Registration, whether or not such Demand Registration becomes
effective.

     4.5 Underwriting Procedures. If the Initiating Holders holding a majority
of the Registrable Securities held by all of the Initiating Holders so elect,
the Company shall use its reasonable best efforts to cause such Demand
Registration to be in the form of a firm commitment underwritten offering and
the managing underwriter or underwriters selected for such offering shall be the
Approved Underwriter selected in accordance with Section 4.6. In connection with
any Demand Registration under this Article IV involving an underwritten
offering, none of the Registrable Securities held by any Designated Holder
making a request for inclusion of such Registrable Securities pursuant to
Section 4.2 hereof shall be included in such underwritten offering unless such
Designated Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter,
jeopardize the success of such offering by the Initiating Holders. If the
Approved Underwriter advises the Company and the Holders of the Registrable
Securities to be registered in writing that in its opinion the number of
Registrable Securities proposed to be sold in any registration under this
Article IV and any other securities of the Company requested or proposed to be
included in such registration exceeds the number that can be sold in such
registration without (A) creating a substantial risk that the proceeds or price
per share that will be derived from such registration will be materially reduced
or that the number of Registrable Securities to be registered is too large a
number to be reasonably sold, or (B) materially and adversely affecting such
registration in any other respect, the Company will include in such registration
(x) such number of Registrable Securities of the Initiating Holders and any
Designated Holder participating in the offering pursuant to this Article IV,
which Registrable Securities shall be allocated pro rata among such Initiating
Holders and Designated Holders, based on the number of Registrable Securities
requested to be included in such offering by each such Initiating Holder and
Designated Holder and (y) not allow any securities other than Registrable
Securities to be included in such registration unless all Registrable Securities
requested to be included have been included therein, and then only to the extent
recommended by the Approved Underwriter or determined by the Company after
consultation with an investment banker of nationally recognized standing
(notification of which number shall be given by the Company to the Holders of
Registrable Securities)

     4.6 Selection of Underwriters. If any Demand Registration or S-3
Registration, as the case may be, of Registrable Securities is in the form of an
underwritten offering, the Initiating Holders or S-3 Initiating Holders, as the
case may be, holding a majority of the Registrable Securities held by all of the
Initiating Holders or S-3 Initiating Holders, as the case may be, shall select
and obtain an investment banking firm of national reputation to act as the
managing underwriter of the offering (the "Approved Underwriter"); provided,
however, that the Approved Underwriter shall, in any case, also be approved by
the Company.

                                   ARTICLE V

                     INCIDENTAL OR "PIGGY-BACK" REGISTRATION

     5.1 Request for Incidental Registration. At any time commencing after the
second anniversary of the date hereof, if the Company proposes to file a
Registration Statement with respect to an offering by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any stockholder of the Company other than any
Designated Holders, then the Company shall give written notice of such proposed
filing to each of the Designated Holders at least twenty (20) days before the
anticipated filing date, and such notice shall describe the proposed
registration and distribution and offer such Designated Holders the opportunity
to register the number of Registrable Securities as each such Designated Holder
may request (an "Incidental Registration"). The Company shall use its reasonable
best efforts (within twenty (20) days of the notice by the Designated Holders
provided for below in this sentence) to cause the managing underwriter or
underwriters in the case of a proposed underwritten offering (the "Company
Underwriter") to permit each of the Designated Holders that have requested the
Company in writing within ten (10) Business Days of the giving of the notice by
the Company to participate in the Incidental Registration to include its, his or
her Registrable Securities in such offering on the same terms and conditions as
the securities of the Company or the account of such other stockholder, as the
case may be, included therein. In connection with any Incidental Registration
under this Section 5.1 involving an underwritten offering, the Company shall not
be required to include any Registrable Securities in such underwritten offering
unless the Designated Holders thereof accept the terms of the underwritten
offering as agreed upon between the Company, such other stockholders, if any,
and the Company Underwriter. If the Company Underwriter advises the Company and
the Designated Holders in writing that in its opinion the number of Registrable
Securities proposed to be sold in any registration under this Article V and any
other securities of the Company requested or proposed to be included in such
registration exceeds the number that can be sold in such registration without
(A) creating a substantial risk that the proceeds or price per share that will
be derived from such registration will be materially reduced or that the number
of Registrable Securities to be registered is too large a number to be
reasonably sold, or (B) materially and adversely affecting such registration in
any other respect, then the Company shall be required to include in such
Incidental Registration, the aggregate number of Registrable Securities that the
Company Underwriter believes may be sold without creating such substantial risk
or causing such material adverse effect, on the following basis: (x) if the
Incidental Registration is an underwritten registration on behalf of the
Company, first, all of the securities to be offered for the account of the
Company, second, all of the registrable securities (if any) requested to be
included in such registration by the Category I Investors that, pursuant to any
contractual right existing as of the date of this Agreement granted by the
Company, have the right to request such registrable securities to be included in
such registration and third, the Registrable Securities requested to be included
in such registration by the Designated Holders pursuant to this Article V and
all of the registrable securities (if any) requested to be included in such
registration by the Category II Investors that, pursuant to any contractual
right existing as of the date of this Agreement granted by the Company, have the
right to request such registrable securities to be included in such
registration, together with the Designated Holders as a group, or (y) if the
Incidental Registration does not include an underwritten registration on behalf
of the Company, but does include an underwritten registration demanded by any
Person (other than a Designated Holder and DCCLP) that has the right to demand
such registration pursuant to any contractual right granted by the Company,
first, all of the registrable securities demanded to be included in such
registration by such Person and second, all of the registrable securities (if
any) requested to be included in such registration by the Category I Investors
that, pursuant to any contractual right existing as of the date of this
Agreement granted by the Company, have the right to request such registrable
securities to be included in such registration and third, the Registrable
Securities requested to be included in such registration by the Designated
Holders pursuant to this Article V and all of the registrable securities (if
any) requested to be included in such registration by the Category II Investors
that, pursuant to any contractual right existing as of the date of this
Agreement granted by the Company, have the right to request such registrable
securities to be included in such registration, together with the Designated
Holders as a group; provided, that in either (x) or (y) above if all of the
Registrable Securities which the Company has been requested by the Designated
Holders to be included in such Incidental Registration by each such Designated
Holder and all of the registrable securities which the Company has been
requested by the Category II Investors to be included in such Incidental
Registration by each Category II Investor exceeds the number recommended by the
Company Underwriter, the number of registrable securities to be included in such
Incidental Registration shall be determined on a pro rata basis based on the
amount of Registrable Securities of the Designated Holders requested to be
included in such registration and the amount of registrable securities of the
Category II Investors requested to be included in such registration, together as
a group; and provided further, that the Company shall not be obligated to
include Registrable Securities in any such Registration Statement to the extent
such inclusion would violate the provisions of any contractual right existing as
of the date of this Agreement granted by the Company to any other Person.
Notwithstanding the foregoing, in the event that any such existing contractual
right would purport to exclude the Designated Holders from participating in such
a Registration Statement, the Company agrees to use its commercially reasonable
efforts to obtain the consent or waiver of the parties to such contractual right
to permit the Designated Holders to participate in such Registration Statement
to the extent contemplated by this Agreement.

     5.2 Right to Terminate Registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under Section 5.1 prior
to the effectiveness of such registration whether or not any Designated Holder
has elected to include Registrable Securities in such registration.

     5.3 Expenses. The Company shall bear all Registration Expenses in
connection with any Incidental Registration pursuant to this Article V, whether
or not such Incidental Registration becomes effective.

                                   ARTICLE VI

                              FORM S-3 REGISTRATION

     6.1 Request for a Form S-3 Registration. At any time commencing after the
second anniversary of the date hereof, if the Company shall receive from one or
more Designated Holders (the "S-3 Initiating Holders") a written request that
the Company register, under the Securities Act on Form S-3 (or any successor
form then in effect) (an "S-3 Registration"), all or a portion of the
Registrable Securities owned by such S-3 Initiating Holders, the Company shall
give written notice of such request to all of the Designated Holders (other than
the S-3 Initiating Holders) as far in advance as practicable (but not less than
ten (10) Business Days) before the anticipated filing date of such Form S-3, and
such notice shall describe the proposed registration and offer such Designated
Holders the opportunity to register the number of Registrable Securities as each
such Designated Holder may request in writing to the Company, given within ten
(10) days after their receipt from the Company of the written notice of such
registration. If requested by the S-3 Initiating Holders, such S-3 Registration
shall be for an offering on a continuous basis pursuant to Rule 415 under the
Securities Act. With respect to each S-3 Registration, the Company shall,
subject to Section 6.2, (i) include in such offering the Registrable Securities
of the S-3 Initiating Holders and the Designated Holders who have requested in
writing to participate in such registration on the same terms and conditions as
the Registrable Securities of the S-3 Initiating Holders included therein and
(ii) use its reasonable best efforts to cause such registration pursuant to this
Section 6.1 to become and remain effective as soon as practicable. The Company's
obligations in this Article VI with respect to each requested S-3 Registration
are subject to the conditions that (i) the reasonably anticipated aggregate
price to the public of the Registrable Securities requested for inclusion in
such S-3 Registration shall equal or exceed $5,000,000 and (ii) the Company is a
registrant entitled to use Form S-3 or a successor thereto to register the
securities.

     6.2 Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding
a majority of the Registrable Securities held by all of the S-3 Initiating
Holders so elect, the Company shall use its reasonable best efforts to cause
such S-3 Registration pursuant to this Article VI to be in the form of a firm
commitment underwritten offering and the managing underwriter or underwriters
selected for such offering shall be the Approved Underwriter selected in
accordance with Section 4.6. In connection with any S-3 Registration under
Section 6.1 involving an underwritten offering, the Company shall not be
required to include any Registrable Securities in such underwritten offering
unless the Designated Holders thereof accept the terms of the underwritten
offering as agreed upon between the Company, the Approved Underwriter and the
S-3 Initiating Holders, and then only in such quantity as such underwriter
believes will not jeopardize the success of such offering by the S-3 Initiating
Holders. If the Approved Underwriter advises the Company and the Holders of the
Registrable Securities which the S-3 Initiating Holders and the other Designated
Holders have requested to be registered in writing that in its opinion the
number of Registrable Securities proposed to be sold in any registration under
this Article VI exceeds the number that can be sold in such registration without
(A) creating a substantial risk that the proceeds or price per share that will
be derived from such registration will be materially reduced or that the number
of Registrable Securities to be registered is too large a number to be
reasonably sold, or (B) materially and adversely affecting such registration in
any other respect, the Company will include in such registration (x) such number
of Registrable Securities of the S-3 Initiating Holders and any other Designated
Holders participating in the offering pursuant to this Article VI, which
Registrable Securities shall be allocated pro rata among such S-3 Initiating
Holders and such other Designated Holders, based on the number of Registrable
Securities requested to be included in such offering by each such S-3 Initiating
Holder and Designated Holder and (y) not allow any securities other than
Registrable Securities to be included in such registration unless all
Registrable Securities requested to be included have been included therein, and
then only to the extent recommended by the Approved Underwriter or determined by
the Company after consultation with an investment banker of nationally
recognized standing (notification of which number shall be given by the Company
to the Holders of Registrable Securities).

     6.3 Limitations on Form S-3 Registrations. Notwithstanding anything to the
contrary set forth herein, the Company shall have the right to delay the filing
of a Registration Statement and to suspend the effectiveness of any such
Registration Statement for a reasonable period of time (not exceeding ninety
(90) days) if the Company furnishes to the S-3 Initiating Holders and any other
Designated Holders participating in the offering pursuant to this Article VI a
certificate signed by the Chairman of the Board or the President of the Company
stating that the Company has determined in good faith that effecting such
registration at such time would have a material adverse effect on the Company
because of a Valid Business Reason, so long as the S-3 Initiating Holders and
any other Designated Holders participating in the offering pursuant to this
Article VI shall have the rights set forth in this Article VI within ninety (90)
days of such event. The Company shall give written notice of its determination
to postpone or withdraw a Registration Statement and of the fact that the Valid
Business Reason for such postponement or withdrawal no longer exists, in each
case, promptly after the occurrence thereof. Notwithstanding anything to the
contrary contained herein, the Company may not postpone or withdraw a filing due
to a Valid Business Reason under this Section 6.3 or Section 4.1 more than once
in any twelve (12) month period. In addition, the Company shall not be required
to effect any registration pursuant to Section 6.1 within ninety (90) days after
the effective date of any other Registration Statement of the Company if (i) the
Registration Statement was not for the account of the S-3 Initiating Holders but
the S-3 Initiating Holders had the opportunity to include all of the Registrable
Securities they requested to include in such registration pursuant to Article V
or (ii) the Registration Statement was filed pursuant to Article IV or this
Article VI.

     6.4 No Limitation of Shelf Registration Right. No registration requested by
any of the S-3 Initiating Holders pursuant to this Article VI shall be deemed to
limit the rights of the Holders set forth in Article III.

     6.5 No Demand Registration. No registration requested by any S-3 Initiating
Holders pursuant to this Article VI shall be deemed a Demand Registration
pursuant to Article IV.

     6.6 Expenses. The Company shall bear all Registration Expenses in
connection with any S-3 Registration pursuant to this Article VI, whether or not
such S-3 Registration becomes effective.

                                  ARTICLE VII

                             REGISTRATION PROCEDURES

     7.1 Obligations of the Company. Whenever registration of Registrable
Securities has been requested pursuant to Article III, Article IV, Article V or
Article VI of this Agreement, the Company shall use its reasonable best efforts
to effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection with any such request, the Company shall, as expeditiously as
possible:

     (a) prepare and file with the Commission a Registration Statement on any
form for which the Company then qualifies or which counsel for the Company shall
deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof, and use all reasonable best efforts to cause such Registration
Statement to become effective; provided, however, that (x) before filing a
Registration Statement or prospectus or any amendments or supplements thereto,
the Company shall provide Holders' Counsel with an adequate and appropriate
opportunity to review and comment on such Registration Statement and each
prospectus included therein (and each amendment or supplement thereto) to be
filed with the Commission, subject to such documents being under the Company's
control, and (y) the Company shall notify the Holders' Counsel and each seller
of Registrable Securities of any stop order issued or threatened by the
Commission and use all reasonable efforts to prevent the entry of such stop
order or to remove it if entered;

     (b) prepare and file with the Commission such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be reasonably necessary to keep such Registration Statement effective for
the period specified in such Article, or if not so specified, the lesser of (x)
180 days and (y) such shorter period which will terminate when all Registrable
Securities covered by such Registration Statement have been sold (provided, that
if the S-3 Initiating Holders have requested that an S-3 Registration be for an
offering on a continuous basis pursuant to Rule 415 under the Securities Act,
then the Company shall keep such Registration Statement effective until the
earliest of (i) the second anniversary of the effective date of such
Registration Statement or (ii) all Registrable Securities covered by such
Registration Statement have been sold or otherwise disposed of) and shall comply
with the provisions of the Securities 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;

     (c) furnish to each seller of Registrable Securities, prior to filing a
Registration Statement, at least one copy of such Registration Statement as is
proposed to be filed, and thereafter such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits thereto), the prospectus included in such Registration Statement
(including each preliminary prospectus) and any prospectus filed under Rule 424
under the Securities Act as each such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;

     (d) register or qualify such Registrable Securities under such other
securities or "blue sky" laws of such jurisdictions as any seller of Registrable
Securities may reasonably request, and continue such registration or
qualification in effect in such jurisdiction for as long as permissible pursuant
to the laws of such jurisdiction, or for as long as any such seller reasonably
requests or until all of such Registrable Securities are sold, whichever is
shortest, and do any and all other acts and things which may be reasonably
necessary or advisable to enable any such seller to consummate the disposition
in such jurisdictions of the Registrable Securities owned by such seller;
provided, however, that the Company shall not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 7.1(d), (y) subject itself to taxation
in any such jurisdiction or (z) consent to general service of process in any
such jurisdiction;

     (e) notify each seller of Registrable Securities: (i) when a prospectus,
any prospectus supplement, a Registration Statement or a post-effective
amendment to a Registration Statement has been filed with the Commission, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective; (ii) of any request by the Commission 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 Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation or threatening 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 proceedings for such purpose; (v) of the
existence of any fact or happening of any event of which the Company has
Knowledge which makes any statement of a material fact in such Registration
Statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue or which would require the making of
any changes in the Registration Statement or prospectus in order that, in the
case of the Registration Statement, 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 such 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; and (vi) determination by counsel of the Company that a
post-effective amendment to a Registration Statement is advisable;

     (f) upon the occurrence of any event contemplated by Section 7.1(e)(v), as
promptly as practicable, prepare a supplement or amendment to such Registration
Statement or related prospectus and furnish to each seller of Registrable
Securities a reasonable number of copies of such supplement to or amendment of
such Registration Statement or prospectus as may be necessary so that, after
delivery to the purchasers of such Registrable Securities, in the case of the
Registration Statement, 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
such 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;

     (g) enter into and perform customary agreements (including an underwriting
agreement in customary form with the Approved Underwriter or Company
Underwriter, if any, selected as provided in Article IV, Article V or Article
VI, as the case may be) and take such other actions as are prudent and
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities, including causing its officers to participate in "road
shows" and other information meetings organized by the Approved Underwriter or
Company Underwriter, if applicable;

     (h) make available at reasonable times for inspection by any seller of
Registrable Securities, any managing underwriter participating in any
disposition of such Registrable Securities pursuant to a Registration Statement,
Holders' Counsel and any attorney, accountant or other agent retained by any
such seller or any managing underwriter (each, an "Inspector" and collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's and its subsidiaries'
officers, directors and employees, and the independent public accountants of the
Company, to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement. Notwithstanding the foregoing,
Records and other information that the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors or used for any purpose other than as necessary or
appropriate for the purpose of such inspection (and the Inspectors shall confirm
their agreement in writing in advance to the Company if the Company shall so
request) unless (x) the disclosure of such Records is necessary, in the
Company's judgment, to avoid or correct a misstatement or omission in the
Registration Statement, (y) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction after exhaustion
of all appeals therefrom or (z) the information in such Records was known to the
Inspectors on a non-confidential basis prior to its disclosure by the Company or
has been made generally available to the public. Each seller of Registrable
Securities agrees that it shall, upon learning that disclosure of such Records
is sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at the Company's expense, to undertake appropriate action to
prevent disclosure of the Records deemed confidential;

     (i) if such sale is pursuant to an underwritten offering, obtain "comfort"
letters dated the effective date of the Registration Statement and the date of
the closing under the underwriting agreement from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by "comfort" letters as Holders' Counsel or the managing
underwriter reasonably requests;

     (j) furnish, at the request of any seller of Registrable Securities on the
date such securities are delivered to the underwriters for sale pursuant to such
registration or, if such securities are not being sold through underwriters, on
the date the Registration Statement with respect to such securities becomes
effective, an opinion, dated such date, of counsel representing the Company for
the purposes of such registration, addressed to the underwriters, if any, and to
the seller making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the
underwriters, if any, and such seller may reasonably request and are customarily
included in such opinions;

     (k) comply with all applicable rules and regulations of the Commission, and
make generally available to its security holders, as soon as reasonably
practicable but no later than fifteen (15) months after the effective date of
the Registration Statement, an earnings statement covering a period of twelve
(12) months beginning after the effective date of the Registration Statement, in
a manner which satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;

     (l) cause all such Registrable Securities (other than the Convertible
Preferred Stock) to be listed on the Nasdaq Stock Market and such other
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed or traded; provided, that the applicable
listing requirements are satisfied;

     (m) keep Holders' Counsel advised in writing as to the initiation and
progress of any registration under Article III, Article IV, Article V or Article
VI hereunder; provided, that the Company shall provide Holders' Counsel with all
correspondence with the Commission in connection with any Registration Statement
filed hereunder to the extent that such Registration Statement has not been
declared effective on or prior to the date required hereunder;

     (n) provide reasonable cooperation to each seller of Registrable Securities
and each underwriter participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD; and

     (o) take all other steps reasonably necessary to effect the registration of
the Registrable Securities contemplated hereby.

     7.2 Seller Information. The Company may require each seller of Registrable
Securities as to which any registration is being effected to furnish, and such
seller shall furnish, to the Company such information regarding the distribution
of such securities as the Company may from time to time reasonably request in
writing. The furnishing of such information shall be a condition to the
inclusion of the seller's shares in such registration.

     7.3 Notice to Discontinue. Each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 7.1(e)(v), such Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 7.1(f) and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
which is current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
(including, without limitation, the period referred to in Section 7.1(b)) by the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 7.1(e)(v) to and including the date when sellers
of such Registrable Securities under such Registration Statement shall have
received the copies of the supplemented or amended prospectus contemplated by,
and meeting the requirements of, Section 7.1(f).

     7.4 Registration Expenses. The Company shall pay all expenses arising from
or incident to its performance of, or compliance with, this Agreement,
including, without limitation, (i) Commission, Nasdaq Stock Market and other
stock exchange and automated quotation system and NASD registration and filing
fees, (ii) all fees and expenses incurred in complying with securities or "blue
sky" laws (including reasonable fees, charges and disbursements of counsel to
any underwriter incurred in connection with "blue sky" qualifications of the
Registrable Securities as may be set forth in any underwriting agreement), (iii)
all printing (including printing certificates and printing of prospectuses),
messenger, delivery and telephone expenses, (iv) the fees, charges and expenses
of counsel to the Company and of its independent public accountants and any
other accounting fees, charges and expenses incurred by the Company (including,
without limitation, any expenses arising from any "cold comfort" letters or any
special audits incident to or required by any registration or qualification) and
any legal fees, charges and expenses of Holders' Counsel, (v) all application
and filing fees in connection with listing on a national securities exchange or
automated quotation system pursuant to the requirements hereof and (vi) all
internal expenses of the Company (including without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any person,
including special experts, retained by the Company. All of the expenses
described in the preceding sentence of this Section 7.4 are referred to herein
as "Registration Expenses." The Holders of Registrable Securities sold pursuant
to a Registration Statement shall bear the expense of any broker's commission or
underwriter's discount or commission relating to registration and sale of such
Holders' Registrable Securities and, subject to clause (iv) above, shall bear
the fees and expenses of their own counsel.

                                  ARTICLE VIII

                          INDEMNIFICATION; CONTRIBUTION

     8.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder, its general or limited partners, members, directors,
officers, Affiliates and each Person who controls (within the meaning of Section
15 of the Securities Act) any of the foregoing from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation) (each, a "Liability" and collectively, "Liabilities"), (i)
arising out of or based upon any untrue, or allegedly untrue, statement of a
material fact contained in any Registration Statement, prospectus or
preliminary, final or summary prospectus or notification or offering circular
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or (ii) 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 not misleading in light of the
circumstances under which such statements were made, except insofar as such
Liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission contained in such Registration
Statement, preliminary prospectus or final prospectus in reliance and in
conformity with information concerning such Holder furnished in writing to the
Company by such Holder specifically for use therein; provided, however, 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, expenses 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, whether as a result of negligence or otherwise. The
Company shall also provide customary indemnities to any underwriters of the
Registrable Securities, their officers, directors and employees and each Person
who controls such underwriters (within the meaning of Section 15 of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders.

     8.2 Indemnification by Holders. In connection with any Registration
Statement in which a Holder is participating pursuant to Article III, Article
IV, Article V or Article VI hereof, each such Holder shall promptly furnish to
the Company in writing such information with respect to such Holder as the
Company may reasonably request or as may be required by law for use in
connection with any such Registration Statement or prospectus and all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading or necessary
to cause such Registration Statement or prospectus not to omit a material fact
with respect to such Holder necessary in order to make the statements therein
not misleading. Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, officers, Affiliates, any underwriter
retained by the Company and each Person who controls the Company or such
underwriter (within the meaning of Section 15 of the Securities Act) to the same
extent as the foregoing indemnity from the Company to the Holders, but only if
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with information with
respect to such Holder furnished in writing to the Company by such Holder
specifically for use in such Registration Statement or preliminary, final or
summary prospectus or amendment or supplement, or a document incorporated by
reference into any of the foregoing; provided, however, that the total amount to
be indemnified by such Holder pursuant to this Section 8.2 shall be limited to
the net proceeds (after deducting the underwriters' discounts and commissions)
received by such Holder in the offering to which the Registration Statement or
prospectus relates.

     8.3 Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that the failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party of any Liability
that it may have to the Indemnified Party hereunder (except to the extent that
the Indemnifying Party is materially prejudiced or otherwise forfeits
substantive rights or defenses by reason of such failure). If notice of
commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the
extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to such Indemnified Party. The
Indemnified Party 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 paid by the Indemnified Party unless (i) the Indemnifying Party
agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense
of such action with counsel reasonably satisfactory to the Indemnified Party or
(iii) the named parties to any such action (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and such parties
have been advised by such counsel that either (x) representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct or (y) there
may be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifying Party. In
any of such cases, the Indemnifying Party shall not have the right to assume the
defense of such action on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for
any settlement entered into without its written consent, which consent shall not
be unreasonably withheld. No Indemnifying Party shall, without the consent of
such Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Party is a party and indemnity
has been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
for claims that are the subject matter of such proceeding.

     8.4 Contribution. (a) If the indemnification provided for in this Article
VIII from the Indemnifying Party is unavailable to an Indemnified Party
hereunder in respect of any Liabilities referred to herein, then the
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 Liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative faults of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the Liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 8.1 and 8.2,
any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding; provided, that the total
amount to be contributed by such Holder shall be limited to the net proceeds
(after deducting the underwriters' discounts and commissions) received by such
Holder in the offering.

     (b) The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in Section 8.4(a). 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.

                                   ARTICLE IX

                                    COVENANTS

     9.1 Rules 144 and 144A. The Company 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 the Company is not required to file such
reports, it will, upon the request of any Holder of Registrable Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A under the Securities Act, as
such rules may be amended from time to time. The Company covenants that it will
take such further action as any Holder of Registrable Securities may reasonably
request (including providing any information necessary to comply with Rules 144
and 144A under the Securities Act), all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (i) Rules
144 and 144A under the Securities Act (including the requirements of Rule
144A(d)(4)), as such rules may be amended from time to time, (ii) Regulation S
under the Securities Act or (iii) any similar rules or regulations hereafter
adopted by the Commission. The Company will provide a copy of this Agreement to
prospective purchasers of Registrable Securities identified to the Company by
the Holders upon request. Upon the request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 9.1 shall be deemed to require the Company to register
any of its securities pursuant to the Exchange Act.

                                   ARTICLE X

                                  MISCELLANEOUS

     10.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement
shall apply to the full extent set forth herein with respect to (i) the Class A
Shares, the shares of Convertible Preferred Stock issued as part of the Dobson
Exchange, the shares of Class A Common Stock and Convertible Preferred Stock
issued to Chanin Capital Partners L.L.C. under the Agreement, dated September
17, 2002 between Chanin Capital Partners L.L.C. and ACC, the shares of Class A
Common Stock issuable upon conversion of the Convertible Preferred Stock and the
shares of Convertible Preferred Stock that may be issued as dividends on the
Convertible Preferred Stock, (ii) any and all shares of voting capital stock of
the Company into which the Class A Shares, the shares of Convertible Preferred
Stock issued as part of the Dobson Exchange, the shares of Class A Common Stock
and Convertible Preferred Stock issued to Chanin Capital Partners L.L.C. under
the Agreement, dated September 17, 2002 between Chanin Capital Partners L.L.C.
and ACC, the shares of Class A Common Stock issuable upon conversion of the
Convertible Preferred Stock and the shares of Convertible Preferred Stock that
may be issued as dividends on the Convertible Preferred Stock are converted,
exchanged or substituted in any recapitalization or other capital reorganization
by the Company and (iii) any and all equity securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in conversion of, in
exchange for or in substitution of, the Class A Shares, the shares of
Convertible Preferred Stock issued as part of the Dobson Exchange, the shares of
Class A Common Stock and Convertible Preferred Stock issued to Chanin Capital
Partners L.L.C. under the Agreement, dated September 17, 2002 between Chanin
Capital Partners L.L.C. and ACC, the shares of Class A Common Stock issuable
upon conversion of the Convertible Preferred Stock and the shares of Convertible
Preferred Stock that may be issued as dividends on the Convertible Preferred
Stock. The Company shall cause any successor or assign (whether by merger,
consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with the Designated Holders on terms substantially the same as
this Agreement as a condition of any such transaction.

     10.2 No Inconsistent Agreements. Except as set forth on Schedule 10.2, the
Company represents and warrants that it has not granted to any Person the right
to request or require the Company to register any securities issued by the
Company, other than the rights granted to the Holders herein. The Company
represents and warrants that it has not entered, and agrees that it shall not
enter, into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or grant any additional
registration rights to any Person or with respect to any securities that are
prior in right to or inconsistent with the rights granted in this Agreement,
except with the prior written consent of the Designated Holders holding a
majority of the Registrable Securities held by all of the Designated Holders.

     10.3 Remedies. The Holders, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, shall be entitled to
specific performance of their rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.

     10.4 Notices. All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

     If to the Designated Holders:

     as specified on the signature page hereto

     with a copy to:

     Paul, Weiss, Rifkind, Wharton & Garrison, LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Facs. No.:  (212) 757-3990
     Attn:  Bruce A. Gutenplan, Esq.
               Andrew N. Rosenberg, Esq.

     If to the Company, to:

     Dobson Communications Corporation
     14201 Wireless Way
     Oklahoma City, OK  73134
     Facsimile No.:  (405) 529-8515
     Attn:  Everett R. Dobson

     with a copy to:

     McAfee & Taft
     10th Floor, Two Leadership Square
     211 North Robinson
     Oklahoma City, OK  73102-7103
     Facsimile No.:  (405) 235-0439
     Attn:  Theodore M. Elam

     All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice, request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
notice specifying such change to the other parties hereto.

     10.5 Successors and Assigns; Third Party Beneficiaries. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted
assigns of the parties hereto as hereinafter provided. The rights of the
Designated Holders contained in this Agreement shall be automatically
transferred to any transferee to whom a Designated Holder has transferred its
Registrable Securities, provided, that such transferee agrees to become a party
to this Agreement and be fully bound by, and subject to, all of the terms and
conditions of the Agreement as though an original party hereto. All of the
obligations of the Company hereunder shall survive any such transfer. Each
Holder shall be a third party beneficiary to the agreements made hereunder
between the Company, on the one hand, and the Designated Holders, on the other
hand, and shall have the right to enforce such agreements directly to the extent
that it deems such enforcement necessary or advisable to protect its rights or
the rights of the Holders hereunder. Except for the Holders or as provided in
Article VIII, no Person other than the parties hereto and their successors and
permitted assigns are intended to be a beneficiary of this Agreement.

     10.6 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by (i) the Company and (ii) the Designated
Holders holding a majority of the Registrable Securities held by all of the
Designated Holders; provided, that if any such amendment, modification,
supplement, waiver, consent or departure would adversely affect the rights,
preferences or privileges of any Designated Holder disproportionately with
respect to the rights, preferences and privileges of the other Designated
Holders, such Designated Holder's consent in writing shall be required.

     10.7 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. The parties hereto confirm
that any facsimile copy of another party's executed counterpart of this
Agreement (or its signature page thereof) will be deemed to be an executed
original thereof.

     10.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     10.9 Governing Law and Jurisdiction . This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
a contract executed and performed in such State, without giving effect to the
conflicts of laws principles thereof. By its execution and delivery of this
Agreement, each of the parties hereto hereby irrevocably and unconditionally
agrees for itself that any legal action, suit or proceeding against it with
respect to any matter under or arising out of or in connection with this
Agreement or for recognition or enforcement of any judgment rendered in any such
action, suit or proceeding, may be brought in the United States District Court
for the Southern District of New York.

     10.10 Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

     10.11 Rules of Construction. Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.

     10.12 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto with respect
to the subject matter contained herein. There are no restrictions, promises,
representations, warranties or undertakings with respect to the subject matter
contained herein, other than those set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings among the parties
with respect to such subject matter.

     10.13 Further Assurances. Each of the parties shall execute such documents
and perform such further acts (including, without limitation, obtaining any
consents, exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any governmental authority or any other Person)
as may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement.

     10.14 Other Agreements. Nothing contained in this Agreement shall be deemed
to be a waiver of, or release from, any obligations any party hereto may have
under, or any restrictions on the transfer of Registrable Securities or other
securities of the Company imposed by, any other agreement including, but not
limited to, the Charter Documents and the Purchase Agreement.

     10.15 Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
liabilities or obligations under Section 7.4 or Article VIII, all of which shall
remain in effect in accordance with their terms.

     10.16 Consents; Approvals. Whenever the consent or approval of the
Designated Holders is required hereunder, the holders of Convertible Preferred
Stock shall vote with the holders of the shares of Class A Common Stock and not
as a separate class, and shall be entitled to such number of votes as shall be
equal to the whole number of shares of Class A Common Stock into which such
holder's aggregate number of shares of Convertible Preferred Stock are
convertible immediate after the close of business on the record date fixed for
such consent or approval.

                  [Remainder of page intentionally left blank]
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.

                              DESIGNATED HOLDERS:

                              American High-Income Trust, by Capital Research
                              and Management Company, its investment adviser

                              By:         PAUL G. HAAGA, JR.
                                   Name:  Paul G. Haaga, Jr.
                                   Title: Executive Vice President

                              Address for Notice:

                              333 South Hope Street - 55th Floor
                              Los Angeles, CA 90071
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.

                              DESIGNATED HOLDERS:

                              The Income Fund of America, Inc., by Capital
                              Research and Management Company,
                              its investment adviser

                              By:         PAUL G. HAAGA, JR.
                                   Name:  Paul G. Haaga, Jr.
                                   Title: Executive Vice President

                              Address for Notice:

                              333 South Hope Street - 55th Floor
                              Los Angeles, CA 90071
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.

                              DESIGNATED HOLDERS:


                              American Funds Insurance Series - High-Income Bond
                              Fund, by Capital Research and
                              Management Company, its investment adviser

                              By:         PAUL G. HAAGA, JR.
                                   Name:  Paul G. Haaga, Jr.
                                   Title: Executive Vice President

                              Address for Notice:

                              333 South Hope Street - 55th Floor
                              Los Angeles, CA 90071
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.

                              DESIGNATED HOLDERS:

                              The Bond Fund of America, by Capital Research and
                              Management Company, its investment adviser

                              By:         PAUL G. HAAGA, JR.
                                   Name:  Paul G. Haaga, Jr.
                                   Title: Executive Vice President

                              Address for Notice:

                              333 South Hope Street - 55th Floor
                              Los Angeles, CA 90071
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Registration Rights Agreement on the date first written above.

                              DESIGNATED HOLDERS:

                              Capital World Growth and Income Fund, Inc., by
                              Capital Research and Management
                              Company, its investment adviser

                              By:         PAUL G. HAAGA, JR.
                                   Name:  Paul G. Haaga, Jr.
                                   Title: Executive Vice President

                              Address for Notice:

                              333 South Hope Street - 55th Floor
                              Los Angeles, CA 90071
<PAGE>
                              DOBSON COMMUNICATIONS CORPORATION


                              By:         BRUCE R. KNOOIHUIZEN
                                   Name:  Bruce R. Knooihuizen
                                   Title: Vice President
<PAGE>
                                  SCHEDULE 10.2

1. The registration rights granted under that certain Stockholder and Investor
Rights Agreement dated as of January 31, 2000, as amended, to AT&T Wireless
Services, Inc., J. W. Childs Equity Partner II, L.P. and the JWC Stockholders
named therein, and Dobson CC Limited Partnership.

2. The registration rights granted under that certain Stock Purchase Agreement
dated as of August 27, 2001, as amended, to LBI Group, Inc. and Lehman Brothers
Inc.

3. The registration rights granted to Bank of America, N.A. under that certain
Registration Rights Agreement dated March 15, 2002.