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                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT
                          ------------ ------ ---------

     This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November
1, 2002, is among (a) TWI HOLDINGS, INC., a Delaware corporation (the
"Company"), (b) FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, LP, a Delaware
limited partnership ("FFL"), (c) FFL EXECUTIVE PARTNERS, LP, a Delaware limited
partnership ("FFL-2"), (d) TA IX L.P., a Delaware limited partnership ("TA IX"),
(e) TA/ATLANTIC AND PACIFIC IV L.P., a Delaware limited partnership ("TA/AP
IV"), (f) TA STRATEGIC PARTNERS FUND A L.P., a Delaware limited partnership
("TA-A"), (g) TA STRATEGIC PARTNERS FUND B L.P., a Delaware limited partnership
("TA-B"), (h) TA/ADVENT VIII L.P., a Delaware limited partnership ("TA-ADV"),
(i) TA INVESTORS LLC, a Delaware limited liability company ("TA-I"), (j) TA
SUBORDINATED DEBT FUND, L.P., a Delaware limited partnership ("TA-SDF"), (k)
GLEACHER MEZZANINE FUND I, L.P., a Delaware limited partnership ("GMF-I"), (l)
GLEACHER MEZZANINE FUND P, L.P., a Delaware limited partnership ("GMF-P" and
collectively with GMF-I, "GMF"), (m) the Persons listed on Schedule 1 hereto
under the heading "Rollover Investors" (collectively, the "Rollover Investors"),
(n) the Persons listed on Schedule 1 hereto under the heading "Other Investors"
(collectively, the "Other Investors"), (o) the Persons listed on Schedule 1
hereto under the heading "Management Investors" (collectively, the "Management
Investors", and individually each a "Management Investor"), (p) each other
director, officer or executive employee of the Company who becomes a party to
this Agreement upon acceptance by the Company of an Instrument of Accession in
the form of Schedule 2 hereto (an "Instrument of Accession") executed by such
director, officer or executive employee (collectively with the Management
Investors, the "Managers", and each individually a "Manager") and (q) each other
Person who becomes a party to this Agreement upon acceptance by the Company of
an Instrument of Accession executed by such Person. TA IX, TA/AP IV, TA-A, TA-B
and TA-ADV are referred to collectively herein as the "TA Equity Investors."
FFL, FFL-2, the TA Equity Investors, TA-I, TA-SDF, GMF-I, GMF-P, the Rollover
Investors, the Managers and each other Person who becomes a party hereto as
aforesaid are referred to collectively herein as the "Holders" and each
individually as a "Holder".

     This Agreement is made in connection with (i) a Contribution Agreement,
dated as of October 4, 2002, by and among the Company, FFL, FFL-2, TA-I, the TA
Equity Investors, the Management Investors, the Rollover Investors and certain
of the Other Investors (as amended and in effect from time to time, the
"Contribution Agreement"), (ii) the Stockholder Agreement of even date herewith
among FFL, FFL-2, the TA Equity Investors, the Rollover Investors, TA-I, TA-SDF,
GMF-I, GMF-P, the Management Investors, the Other Investors and the Company (as
amended and in effect from time to time, the "Stockholder Agreement"), and (iii)
the Senior Subordinated Loan Agreement of even date herewith among the Company,
certain of its subsidiaries, TA-I, TA-SDF, GMF-I and GMF-P (the "Senior
Subordinated Loan Agreement"). In order to induce FFL, FFL-2, TA-I, the TA
Equity Investors, the Rollover Investors, the Management

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Investors and certain of the Other Investors to enter into the Contribution
Agreement and the Stockholder Agreement and to induce TA-I, TA-SDF, GMF-I and
GMF-P to enter into the Senior Subordinated Loan Agreement and the Stockholder
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement.

     The parties hereby agree as follows:

     1.   Definitions. As used herein, the following terms have the following
meanings:

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with, such Person.

     "Agreement" has the meaning specified in the preamble hereto.

     "Class A Common Stock" means the Company's Class A Common Stock, $0.01 par
value per share.

     "Class B Common Stock" means, collectively, the Company's Class B-1 Voting
Common Stock, $0.01 par value per share (the "Class B-1 Common Stock"), and the
Company's Class B-2 Non-Voting Common Stock, $0.01 par value per share.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means (a) the Class A Common Stock, (b) the Class B Common
Stock and (c) any shares of any other class of capital stock of the Company
hereafter issued which are either (i) (A) not preferred as to dividends or
assets over any class of stock of the Company, and (B) not subject to redemption
pursuant to the terms thereof, or (ii) issued to the holders of shares of Common
Stock upon any reclassification thereof.

     "Company" has the meaning specified in the preamble hereto.

     "Contribution Agreement" has the meaning specified in the preamble hereto.

     "Demand Registration" has the meaning specified in Section 2(a) hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FFL" has the meaning specified in the preamble hereto.

     "FFL-2" has the meaning specified in the preamble hereto.

     "GMF" has the meaning specified in the preamble hereto.

     "GMF-I" has the meaning specified in the preamble hereto.

     "GMF-P" has the meaning specified in the preamble hereto.

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     "Holder" means one of the Holders identified in the introductory paragraph
to this Agreement or such other Person to whom such Holder shall have assigned
or transferred such Holder's Registrable Securities in accordance with the
Stockholder Agreement and Section 12(g) of this Agreement.

     "Indemnified Party" has the meaning specified in Section 8(b) hereof.

     "Indemnifying Party" has the meaning specified in Section 8(b) hereof.

     "Institutional Registrable Securities" means, collectively, the Sponsor
Registrable Securities and the Mezzanine Registrable Securities.

     "Instrument of Accession" has the meaning specified in the preamble hereto.

     "Management Investor" and "Management Investors" have the meanings
specified in the preamble hereto.

     "Manager" and "Managers" have the meanings specified in the preamble
hereto.

     "Material Transaction" means any material transaction in which the Company
or any of its Subsidiaries proposes to engage or is engaged, including a
purchase or sale of assets or securities, financing, merger, consolidation or
any other transactions that would require disclosure pursuant to the Exchange
Act, and with respect to which the Company's board of directors has reasonably
determined that compliance with this Agreement may be expected to either
materially interfere with the Company's ability to consummate such transaction
or require the Company to disclose material, non-public information prior to
such time as it would otherwise be required to be disclosed.

     "Mezzanine Registrable Securities" means, at any time, all of the then
issued and outstanding (a) shares of Common Stock issued or issuable upon the
exercise of Warrants in accordance with their terms, (b) all other shares of
Common Stock purchased by or issued (including upon conversion) from time to
time to the Mezzanine Stockholders, (c) shares of any class of Common Stock into
which such shares of Common Stock have been converted, and (d) shares of Common
Stock issued with respect to such shares by way of stock dividend or stock split
or in connection with any merger, consolidation, recapitalization or other
reorganization affecting the Common Stock. Mezzanine Registrable Securities will
continue to be Mezzanine Registrable Securities in the hands of any Holder and
each Holder thereof will succeed to the rights and obligations of a Holder of
Mezzanine Registrable Securities hereunder, provided that shares of Mezzanine
Registrable Securities will cease to be Mezzanine Registrable Securities when
transferred (i) to the Company, (ii) to a holder of Sponsor Registrable
Securities, (iii) to a holder of Other Registrable Securities or (iv) pursuant
to a Public Sale.

     "Mezzanine Stockholders" means TA-I, TA-SDF, GMF-I and GMF-P for so long as
it holds Mezzanine Registrable Securities or Warrants and any other Person to
whom Mezzanine Registrable Securities or Warrants are assigned or transferred in
accordance with the Stockholder Agreement and Section 12(g) of this Agreement
for so long as such Person holds any Mezzanine Registrable Securities or
Warrants.

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     "NASDAQ" has the meaning specified in Section 5(a)(vi).

     "Other Investors" has the meaning specified in the preamble hereto.

     "Other Registrable Securities" means, at any time, all of the then issued
and outstanding (a) Rollover Shares, (b) shares of Common Stock issued or
issuable to any of the Management Investors or Other Investors upon conversion
of any shares of Preferred Stock issued to any of the Management Investors or
Other Investors pursuant to the Contribution Agreement, (c) shares of Class A
Common Stock issued to one or more Other Investors in connection with the
Contribution Agreement, (d) shares of Class B-1 Common Stock issued to the
Management Investors pursuant to the Contribution Agreement, (e) shares of Class
B-1 Common Stock issued to the Managers upon exercise of any stock options
granted by the Company in compliance with the terms of the Stockholder
Agreement, (f) shares of Common Stock purchased by or issued from time to time
to any Manager or any other Holder other than the Sponsor Stockholders or the
Mezzanine Stockholders, (g) shares of Common Stock issued or issuable upon
conversion of such shares, and (h) shares of Common Stock issued with respect to
such shares by way of stock dividend or stock split or in connection with any
merger, consolidation, recapitalization or other reorganization affecting the
Common Stock. Other Registrable Securities will continue to be Other Registrable
Securities in the hands of any Holder and each Holder thereof will succeed to
the rights and obligations of a Holder of Other Registrable Securities
hereunder, provided that shares of Other Registrable Securities will cease to be
Other Registrable Securities when transferred (i) to the Company, (ii) to a
holder of Sponsor Registrable Securities, (iii) to a holder of Mezzanine
Registrable Securities or (iv) pursuant to a Public Sale.

     "Other Stockholders" means any Person for so long as such Person holds
Other Registrable Securities and any other Person to whom Other Registrable
Securities are assigned or transferred in accordance with the Stockholder
Agreement and Section 12(g) of this Agreement for so long as such Person holds
any Other Registrable Securities.

     "Person" means any individual, partnership, corporation, limited liability
company, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

     "Piggyback Registration" has the meaning specified in Section 3(a) hereof.

     "Preferred Stock" means (a) the Company's Series A Convertible Preferred
Stock, $0.01 par value per share and (b) any capital stock or other securities
into which or for which any such shares of Preferred Stock shall have been
converted or exchanged pursuant to any recapitalization, reorganization or
merger of the Company.

     "Prospectus" means the prospectus included in any Registration Statement,
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 the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.

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     "Public Sale" means any sale of Common Stock to the public pursuant to a
public offering registered under the Securities Act, or to the public through a
broker or market-maker pursuant to the provisions of Rule 144 (or any successor
rule) adopted under the Securities Act.

     "registered" and "registration" means a registration effected by preparing
and filing a Registration Statement in compliance with the Securities Act and
the declaration or ordering by the Commission of effectiveness of such
Registration Statement.

     "Registrable Securities" means all Institutional Registrable Securities and
all Other Registrable Securities.

     "Registration Expenses" has the meaning specified in Section 7 hereof.

     "Registration Statement" means any registration statement of the Company
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.

     "Rollover Investors" has the meaning specified in the preamble hereto.

     "Rollover Shares" means (a) the shares of Class A Common Stock issued to
the Rollover Investors pursuant to the Contribution Agreement and (b) any shares
of Class B-1 Common Stock issued upon conversion of such shares of Class A
Common Stock.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Subordinated Loan Agreement" has the meaning specified in the
preamble hereto.

     "Sponsor Registrable Securities" means, at any time, all of the then issued
and outstanding (a) shares of Common Stock issued or issuable to FFL, FFL-2 or
any of the TA Equity Investors upon conversion of any shares of Preferred Stock
issued to FFL, FFL-2 or any of the TA Equity Investors pursuant to the
Contribution Agreement, (b) shares of Common Stock purchased by or issued from
time to time to the Sponsor Stockholders, (c) shares of any class of Common
Stock into which such shares of Common Stock have been converted, and (d) shares
of Common Stock issued with respect to such shares by way of stock dividend or
stock split or in connection with any merger, consolidation, recapitalization or
other reorganization affecting the Common Stock. Sponsor Registrable Securities
will continue to be Sponsor Registrable Securities in the hands of any Holder
and each Holder thereof will succeed to the rights and obligations of a Holder
of Sponsor Registrable Securities hereunder, provided that shares of Sponsor
Registrable Securities will cease to be Sponsor Registrable Securities when
transferred (i) to the Company, (ii) to a holder of Mezzanine Registrable
Securities, (iii) to a holder of Other Registrable Securities or (iv) pursuant
to a Public Sale.

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     "Sponsor Stockholders" means each of FFL, FFL-2 and the TA Equity
Investors, for so long as it holds Sponsor Registrable Securities and any other
Person to whom Sponsor Registrable Securities are assigned or transferred in
accordance with the Stockholder Agreement and Section 12(g) of this Agreement
for so long as such Person holds any Sponsor Registrable Securities.

     "Stockholder Agreement" has the meaning specified in the preamble hereto.

     "Stockholders" means, collectively, the Sponsor Stockholders, the Mezzanine
Stockholders and the Other Stockholders.

     "TA-A" has the meaning specified in the preamble hereto.

     "TA-ADV" has the meaning specified in the preamble hereto.

     "TA/AP IV" has the meaning specified in the preamble hereto.

     "TA-B" has the meaning specified in the preamble hereto.

     "TA Equity Investors" has the meaning specified in the preamble hereto.

     "TA-I" has the meaning specified in the preamble hereto.

     "TA IX" has the meaning specified in the preamble hereto.

     "TA-SDF" has the meaning specified in the preamble hereto.

     "Underwriters' Maximum Number" means, for any Piggyback Registration,
Demand Registration or other registration which is an underwritten registration,
that number of securities to which such registration should, in the opinion of
the managing underwriters of such registration in the light of marketing
factors, be limited.

     "Warrants" means the warrants of the Company issued to TA-I, TA-SDF, GMF-I
and GMF-P pursuant to the Senior Subordinated Loan Agreement and any other
warrants of the Company transferred to any holder pursuant thereto.

     2.   Demand Registration.

     (a)  Request for Demand Registration.

          (i)    Subject to the limitations contained in the following
     paragraphs of this Section 2, (A) any Stockholders who collectively hold
     10% or more of all Registrable Securities may at any time and from time to
     time and (B) any Mezzanine Stockholder that holds (individually or
     collectively with its Affiliates) Notes (as defined in the Senior
     Subordinated Loan Agreement) with an aggregate unpaid principal balance of
     at least $15,000,000 may at any time and from time to time, pursuant to
     this subparagraph (i), make a written request for the registration by the
     Company under the Securities Act of all or any part of the Registrable
     Securities of such Holders (such registration being herein called a "Demand

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     Registration"). Within ten (10) days after the receipt by the Company of
     any such written request, the Company will give written notice of such
     registration request to all Holders of Registrable Securities.

          (ii)   Subject to the limitations contained in the following
     paragraphs of this Section 2, after the receipt of such written request for
     a Demand Registration, (A) the Company will be obligated and required to
     include in such Demand Registration all Registrable Securities with respect
     to which the Company shall receive from Holders of Registrable Securities,
     within thirty (30) days after the date on which the Company shall have
     given to all Holders a written notice of registration request pursuant to
     Section 2(a)(i) hereof, the written requests of such Holders for inclusion
     in such Demand Registration, and (B) the Company will use its best efforts
     in good faith to effect promptly the registration of all such Registrable
     Securities. All written requests made by Holders of Registrable Securities
     pursuant to this subparagraph (ii) will specify the number of shares of
     Registrable Securities to be registered and will also specify the intended
     method of disposition thereof.

     (b)  Limitations on Demand Registration.

          (i)    The Holders of Registrable Securities will not be entitled to
     require the Company to effect (A) more than one (1) Demand Registration on
     Form S-1 (or other comparable form adopted by the Commission) during any
     twelve-month period, (B) any Demand Registration on Form S-1 (or other
     comparable form adopted by the Commission) unless Form S-3 (or any
     comparable form adopted by the Commission) is not available for such Demand
     Registration, (C) except in the case of a Demand Registration being made at
     the request of GMF, any Demand Registration on Form S-1 (or other
     comparable form adopted by the Commission) if the investment banker(s) or
     managing underwriter(s) appointed to administer such offering pursuant to
     Section 2(d) below are unable or unwilling to certify in writing to the
     Company, within forty-five (45) days of any written request referred to in
     Section 2(a)(i), that the gross proceeds from the sale of the Registrable
     Securities proposed to be registered pursuant to such Demand Registration
     will be reasonably likely to exceed $10,000,000, or (D) any Demand
     Registration prior to the date that is six months after the closing of the
     Company's initial public offering of its Common Stock. In addition, no
     Mezzanine Stockholder (collectively with its Affiliates) will be entitled
     to require the Company to effect more than one (1) Demand Registration on
     Form S-1 (or any comparable form adopted by the Commission) or more than
     three (3) Demand Registrations on Form S-3 (or any comparable form adopted
     by the Commission).

          (ii)   The Company shall not be obligated or required to effect the
     Demand Registration of any Registrable Securities pursuant to Section 2(a)
     hereof during the period commencing on the date falling thirty (30) days
     prior to the Company's estimated date of filing of, and ending on the date
     180 days following the effective date of, any Registration Statement
     pertaining to any underwritten registration initiated by the Company, for
     the account of the Company, if the

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     written request of Holders for such Demand Registration pursuant to Section
     2(a)(i) hereof shall have been received by the Company after the Company
     shall have given to all Holders of Registrable Securities a written notice
     stating that the Company is commencing an underwritten registration
     initiated by the Company; provided, however, that the Company will use its
     best efforts in good faith to cause any such Registration Statement to be
     filed and to become effective as expeditiously as shall be reasonably
     possible.

          (iii)  Anything contained herein to the contrary notwithstanding, the
     Company may delay the filing or effectiveness of any Registration Statement
     under this Section 2 for a period of up to 90 days after the date of a
     request for registration pursuant to this Section 2 if a Material
     Transaction exists at the time of such request.

     (c)  Priority on Demand Registrations.

          (i)    Subject to the provisions of clause (ii) of this Section 2(c),
if the managing underwriters in any underwritten Demand Registration shall give
written advice to the Company and the Holders of Registrable Securities to be
included in such registration of an Underwriters' Maximum Number, then: (A) the
Company will be obligated and required to include in such registration that
number of Registrable Securities requested by the Holders thereof to be included
in such registration which does not exceed the Underwriters' Maximum Number, and
such number of Registrable Securities shall be allocated pro rata among the
Holders of such Registrable Securities on the basis of the number of Registrable
Securities requested to be included therein by each such Holder; (B) if the
Underwriters' Maximum Number exceeds the number of Registrable Securities
requested by the Holders thereof to be included in such registration, then the
Company will be entitled to include in such registration that number of
securities which shall have been requested by the Company to be included in such
registration for the account of the Company and which shall not be greater than
such excess; and (C) if the Underwriters' Maximum Number exceeds the sum of the
number of Registrable Securities which the Company shall be required to include
in such Demand Registration and the number of securities which the Company
proposes to offer and sell for its own account in such registration, then the
Company may include in such registration that number of other securities which
Persons (other than the Holders of Registrable Securities as such) shall have
requested be included in such registration and which shall not be greater than
such excess. Neither the Company nor any of its stockholders (other than Holders
of Registrable Securities) shall be entitled to include any securities in any
underwritten Demand Registration unless the Company or such stockholders (as the
case may be) shall have agreed in writing to sell such securities on the same
terms and conditions as shall apply to the Registrable Securities to be included
in such Demand Registration.

          (ii)   If the managing underwriters in any underwritten Demand
Registration initiated by a Mezzanine Stockholder pursuant to clause (B) of
Section 2(a)(i) shall give written advice to the Company and the Holders of
Registrable Securities to be included in such registration of an Underwriters'
Maximum Number, then: (A) the

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Company will be obligated and required to include in such registration that
number of Mezzanine Registrable Securities requested by such Mezzanine
Stockholder to be included in such registration which does not exceed the
Underwriters' Maximum Number; (B) if the Underwriters' Maximum Number exceeds
the number of Mezzanine Registrable Securities requested by such Mezzanine
Stockholder to be included in such registration, then the Company will be
entitled to include in such registration that number of Sponsor Registrable
Securities, other Mezzanine Registrable Securities and Other Registrable
Securities which shall have been requested by the Holders thereof to be included
in such registration and which shall not be greater than such excess; (C) if the
Underwriters' Maximum Number exceeds the number of Registrable Securities
requested by the Holders thereof to be included in such registration, then the
Company will be entitled to include in such registration that number of
securities which shall have been requested by the Company to be included in such
registration for the account of the Company and which shall not be greater than
such excess; and (D) if the Underwriters' Maximum Number exceeds the sum of the
number of Registrable Securities which the Company shall be required to include
in such Demand Registration and the number of securities which the Company
proposes to offer and sell for its own account in such registration, then the
Company may include in such registration that number of other securities which
Persons (other than the Holders of Registrable Securities as such) shall have
requested be included in such registration and which shall not be greater than
such excess. Neither the Company nor any of its stockholders (other than the
initiating Mezzanine Stockholder) shall be entitled to include any securities in
any underwritten Demand Registration initiated by a Mezzanine Stockholder
pursuant to clause (B) of Section 2(a)(i) unless the Company or such
stockholders (as the case may be) shall have agreed in writing to sell such
securities on the same terms and conditions as shall apply to the Mezzanine
Registrable Securities of the initiating Mezzanine Stockholder to be included in
such Demand Registration.

     (d)  Selection of Underwriters. The Holders of a majority of the
Registrable Securities to be included in any Demand Registration shall determine
whether or not such Demand Registration shall be underwritten and shall select
the investment banker(s) and managing underwriter(s) to administer such
offering, subject to the approval of the Company, not to be unreasonably
withheld.

     3.   Piggyback Registrations.

     (a)  Rights to Piggyback.

          (i)    If (and on each occasion that) the Company proposes to register
     any of its securities under the Securities Act either for the Company's own
     account or for the account of any of its stockholders (other than for
     Holders pursuant to Section 2 hereof entitled to participate in a
     registration) (each such registration not withdrawn or abandoned prior to
     the effective date thereof being herein called a "Piggyback Registration"),
     the Company will give written notice to all Holders of Registrable
     Securities of such proposal not later than the earlier to occur of (A) the
     tenth day following the receipt by the Company of notice of exercise of any

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     registration rights by any Persons, and (B) the thirtieth day prior to the
     anticipated filing date of such Piggyback Registration.

          (ii)   Subject to the provisions contained in paragraph (b) of this
     Section 3 and in the last sentence of this subparagraph (ii), (A) the
     Company will be obligated and required to include in each Piggyback
     Registration all Registrable Securities with respect to which the Company
     shall receive from Holders of Registrable Securities, within fifteen (15)
     days after the date on which the Company shall have given written notice of
     such Piggyback Registration to all Holders of Registrable Securities
     pursuant to Section 3(a)(i) hereof, the written requests of such Holders
     for inclusion in such Piggyback Registration, and (B) the Company will use
     its best efforts in good faith to effect promptly the registration of all
     such Registrable Securities. The Holders of Registrable Securities shall be
     permitted to withdraw all or any part of the Registrable Securities of such
     Holders from any Piggyback Registration at any time prior to the effective
     date of such Piggyback Registration unless such Holders of Registrable
     Securities shall have entered into a written agreement with the Company's
     underwriters establishing the terms and conditions under which such Holders
     would be obligated to sell such securities in such Piggyback Registration.
     The Company will not be obligated or required to include any Registrable
     Securities in any registration effected solely to implement an employee
     benefit plan or a transaction to which Rule 145 of the Commission is
     applicable.

     (b)  Priority on Piggyback Registrations. If a Piggyback Registration is an
underwritten registration, and the managing underwriters shall give written
advice to the Company of an Underwriters' Maximum Number, then: (i) the Company
shall be entitled to include in such registration that number of securities
which the Company proposes to offer and sell for its own account in such
registration and which does not exceed the Underwriters' Maximum Number; (ii) if
the Underwriters' Maximum Number exceeds the number of securities which the
Company proposes to offer and sell for its own account in such registration,
then the Company will be obligated and required to include in such registration
that number of Registrable Securities requested by the Holders thereof to be
included in such registration and which does not exceed such excess and such
Registrable Securities shall be allocated pro rata among the Holders thereof on
the basis of the number of Registrable Securities requested to be included
therein by each such Holder; and (iii) if the Underwriters' Maximum Number
exceeds the sum of the number of Registrable Securities which the Company shall
be required to include in such registration pursuant to clause (ii) and the
number of securities which the Company proposes to offer and sell for its own
account in such registration, then the Company may include in such registration
that number of other securities which Persons shall have requested be included
in such registration and which shall not be greater than such excess.

     (c)  Selection of Underwriters. In any Piggyback Registration, the Company
shall (unless the Company shall otherwise agree) have the right to select the
investment bankers and managing underwriters in such registration.

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     4.   Lockup Agreements.

     (a)  Restrictions on Public Sale by Holders of Registrable Securities.
Each Holder of Registrable Securities, if the Company or the managing
underwriters so request in connection with any underwritten registration of the
Company' securities, will not, without the prior written consent of the Company
or such underwriters, effect any public sale or other distribution of any equity
securities of the Company, including any sale pursuant to Rule 144, during the
seven (7) days prior to, and during the one hundred eighty (180) day period
commencing on, the effective date of such underwritten registration, except in
connection with such underwritten registration; provided, that any Holder of
0.25% or less of all Registrable Securities may, by delivery of a written notice
to the Company within five (5) days after receipt of such request, waive all of
its rights hereunder (including, without limitation, any rights of such Holder
hereunder to participate in such underwritten registration) and, upon delivery
of such notice, such Holder shall thereafter cease to be subject to the
restrictions contained in this Section 4(a) and shall cease to be a Holder of
Registrable Securities for all purposes of this Agreement.

     (b)  Restrictions on Public Sale by the Company. The Company agrees not to
effect any public sale or other distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for such equity
securities, during the period commencing on the seventh day prior to, and ending
on the one hundred eightieth (180th) day following, the effective date of any
underwritten Demand or Piggyback Registration, except in connection with any
such underwritten registration and except for any offering pursuant to an
employee benefit plan and registered on Form S-8 (or any successor form).

     5.   Registration Procedures.

     (a)  Whenever the Holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
will use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:

          (i)    prepare and file with the Commission a Registration Statement
     with respect to such Registrable Securities and use its best efforts to
     cause such Registration Statement to become effective (provided, that
     before filing a Registration Statement or Prospectus or any amendments or
     supplements thereto, the Company will furnish to counsel selected by the
     holders of Registrable Securities covered by such Registration Statement,
     copies of all such documents proposed to be filed, which documents will be
     subject to the timely review of such counsel and the Company will not file
     any Registration Statement or amendment thereto or any Prospectus or any
     supplement thereto, including documents incorporated by reference, to which
     the Holders of a majority of the Registrable Securities covered by such
     Registration Statement shall reasonably object);

                                       11

<PAGE>

          (ii)   prepare and file with the Commission such amendments and
     supplements to such Registration Statement and the Prospectus used in
     connection therewith as may be necessary to keep such Registration
     Statement effective for not more than six (6) months and, comply with the
     provisions of the Securities Act with respect to the disposition of all
     securities covered by such Registration Statement during such effective
     period in accordance with the intended methods of disposition by the
     sellers thereof set forth in such Registration Statement and cause the
     Prospectus to be supplemented by any required prospectus supplement, and as
     so supplemented to be filed pursuant to Rule 424 under the Securities Act;

          (iii)  upon request, furnish to each seller of Registrable Securities
     such number of copies of such Registration Statement, each amendment and
     supplement thereto, the Prospectus included in such Registration Statement
     (including each preliminary Prospectus and each Prospectus filed under Rule
     424 of the Securities Act) and such other documents as each such seller may
     reasonably request in order to facilitate the disposition of the
     Registrable Securities owned by each such seller (it being understood that
     the Company consents to the use of the Prospectus and any amendment or
     supplement thereto by such seller in connection with the offering and sale
     of the Registrable Securities covered by the Prospectus or any amendment or
     supplement thereto);

          (iv)   use its best efforts to register or qualify such Registrable
     Securities under such other securities or blue sky laws of such
     jurisdictions as any seller reasonably requests, use its best efforts to
     keep each such registration or qualification effective, including through
     new filings, amendments or renewals, during the period such Registration
     Statement is required to be kept effective, and do any and all other acts
     and things which may be reasonably necessary or advisable to enable such
     seller to consummate the disposition in such jurisdictions of the
     Registrable Securities owned by such seller; provided that the Company will
     not be required (A) to qualify generally to do business in any jurisdiction
     where it would not otherwise be required to qualify but for this
     subparagraph (a)(iv), (B) to subject itself to taxation in any such
     jurisdiction or (C) to consent to general service of process in any such
     jurisdiction;

          (v)    notify each seller of such Registrable Securities, at any time
     when a Prospectus relating thereto is required to be delivered under the
     Securities Act, of the happening of any event as a result of which the
     Prospectus included in such Registration Statement contains an untrue
     statement of a material fact or omits any fact necessary to make the
     statements therein not misleading, and, at the request of any such seller,
     the Company will promptly prepare (and, when completed, give notice to each
     seller of Registrable Securities) a supplement or amendment to such
     Prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such Prospectus will not contain an untrue
     statement of a material fact or omit to state any fact necessary to make
     the statements therein not misleading; provided that upon such notification
     by the Company, each seller of such Registrable Securities will not offer
     or sell such Registrable Securities until the Company has notified such
     seller that it has prepared a supplement or amendment

                                       12

<PAGE>

     to such Prospectus and delivered copies of such supplement or amendment to
     such seller;

          (vi)   cause all such Registrable Securities to be listed, prior to
     the date of the first sale of such Registrable Securities pursuant to such
     registration, on each securities exchange on which similar securities
     issued by the Company are then listed and, if not so listed, to be listed
     with the National Association of Securities Dealers automated quotation
     system ("NASDAQ");

          (vii)  provide a transfer agent and registrar for all such Registrable
     Securities not later than the effective date of such Registration
     Statement;

          (viii) enter into all such customary agreements (including
     underwriting agreements in customary form) and take all such other actions
     as the holders of a majority of the Registrable Securities being sold or
     the underwriters, if any, reasonably request in order to expedite or
     facilitate the disposition of such Registrable Securities (including,
     without limitation, effecting a stock split or a combination of shares);

          (ix)   make available for inspection on a confidential basis by any
     seller, any underwriter participating in any disposition pursuant to such
     Registration Statement, and any attorney, accountant or other agent
     retained by any such seller or underwriter (in each case after reasonable
     prior notice), all financial and other records, pertinent corporate
     documents and properties of the Company, and cause the Company's officers,
     directors, employees and independent accountants to supply on a
     confidential basis all information reasonably requested by any such seller,
     underwriter, attorney, accountant or agent in connection with such
     Registration Statement;

          (x)    permit any holder of Registrable Securities which holder, in
     its sole and exclusive judgment, might be deemed to be an underwriter or a
     controlling person of the Company within the meaning of Section 15 of the
     Securities Act, to participate in the preparation of such registration or
     comparable statement and to permit the insertion therein of material,
     furnished to the Company in writing, which in the reasonable judgment of
     such holder and its counsel should be included, provided that such material
     shall be furnished under such circumstances as shall cause it to be subject
     to the indemnification provisions provided pursuant to Section 8(b) hereof;

          (xi)   in the event of the issuance of any stop order suspending the
     effectiveness of a Registration Statement, or of any order suspending or
     preventing the use of any related Prospectus or suspending the
     qualification of any Registrable Securities included in such Registration
     Statement for sale in any jurisdiction, the Company will use its best
     efforts promptly to obtain the withdrawal of such order;

                                       13

<PAGE>

          (xii)  if requested by the managing underwriter or underwriters or any
     holder of Registrable Securities in connection with any sale pursuant to a
     Registration Statement, promptly incorporate in a Prospectus supplement or
     post-effective amendment such information relating to such underwriting as
     the managing underwriter or underwriters or such holder reasonably requests
     to be included therein, and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after being
     notified of the matters incorporated in such Prospectus supplement or
     post-effective amendment;

          (xiii) cooperate with the holders of Registrable Securities and the
     managing underwriter or underwriters, if any, to facilitate the timely
     preparation and delivery of certificates (not bearing any restrictive
     legends) representing Registrable Securities to be sold under such
     registration, and 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;

          (xiv)  use its best efforts to cause the Registrable Securities to be
     registered with or approved by such other governmental agencies or
     authorities within the United States and having jurisdiction over the
     Company as may reasonably be necessary to enable the seller or sellers
     thereof or the underwriter or underwriters, if any, to consummate the
     disposition of such Registrable Securities;

          (xv)   use its best efforts to obtain:

                 (A)  at the time of effectiveness of each registration, a
          "comfort letter" from the Company's independent certified public
          accountants covering such matters of the type customarily covered by
          "cold comfort letters" as the Holders of a majority of the Registrable
          Securities covered by such registration and the underwriters
          reasonably request; and

                 (B)  at the time of any underwritten sale pursuant to a
          Registration Statement, a "bring-down comfort letter", dated as of the
          date of such sale, from the Company's independent certified public
          accountants covering such matters of the type customarily covered by
          comfort letters as the Holders of a majority of the Registrable
          Securities covered by such Registration Statement and the underwriters
          reasonably request;

          (xvi)  use its best efforts to obtain, at the time of effectiveness of
     each Piggyback Registration and at the time of any sale pursuant to each
     registration, an opinion or opinions, favorable in form and scope to the
     Holders of a majority of the Registrable Securities covered by such
     registration, from counsel to the Company in customary form; and

          (xvii) otherwise comply with all applicable rules and regulations of
     the Commission, and make generally available to its security holders (as
     contemplated by Section 11(a) under the Securities Act) an earnings
     statement satisfying the provisions of Rule 158 under the Securities Act no
     later than ninety (90) days after

                                       14

<PAGE>

     the end of the twelve month period beginning with the first month of the
     Company's first fiscal quarter commencing after the effective date of the
     Registration Statement, which statement shall cover said twelve month
     period.

     6.   Cooperation by Prospective Sellers, Etc.

     (a)  Each prospective seller of Registrable Securities will furnish to the
Company in writing such information as the Company may reasonably require from
such seller, and otherwise reasonably cooperate with the Company in connection
with any Registration Statement with respect to such Registrable Securities.

     (b)  The failure of any prospective seller of Registrable Securities to
furnish any information or documents in accordance with any provision contained
in this Agreement shall not affect the obligations of the Company under this
Agreement to any remaining sellers who furnish such information and documents
unless in the reasonable opinion of counsel to the Company or the underwriters,
such failure impairs or may impair the viability of the offering or the legality
of the Registration Statement or the underlying offering.

     (c)  The Holders of Registrable Securities included in any Registration
Statement will not (until further notice) effect sales thereof after receipt of
telegraphic or written notice from the Company to suspend sales to permit the
Company to correct or update such Registration Statement or Prospectus; but the
obligations of the Company with respect to maintaining any Registration
Statement current and effective shall be extended by a period of days equal to
the period such suspension is in effect.

     (d)  At the end of any period during which the Company is obligated to keep
any Registration Statement current and effective as provided by Section 5 hereof
(and any extensions thereof required by the preceding paragraph (c) of this
Section 6), the Holders of Registrable Securities included in such Registration
Statement shall discontinue sales of shares pursuant to such Registration
Statement upon receipt of notice from the Company of its intention to remove
from registration the shares covered by such Registration Statement which remain
unsold, and such Holders shall notify the Company of the number of shares
registered which remain unsold promptly after receipt of such notice from the
Company.

     (e)  Notwithstanding any other provision herein to the contrary, no Holder
of Registrable Securities which constitute warrants or options shall be required
to exercise such warrants or options in connection with any registration until
the actual sale of the shares of Common Stock issuable upon exercise of such
warrants or options. The Company shall enter into such agreements and shall
otherwise cooperate with the Holders of Registrable Securities in order to
ensure that such Holders are not required to exercise any warrants or options
prior to the date of the actual sale of the shares of Common Stock issuable upon
exercise of such warrants or options.

                                       15

<PAGE>

     7.   Registration Expenses.

     (a)  All costs and expenses incurred or sustained in connection with or
arising out of each registration pursuant to Sections 2 and 3 hereof, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with the blue sky
qualification of Registrable Securities), printing expenses, messenger,
telephone and delivery expenses, fees and disbursements of counsel for the
Company, reasonable fees and disbursements of one counsel representing the
Holders of Registrable Securities, such counsel to be selected by the Holders of
a majority of the Registrable Securities to be included in such registration,
fees and disbursements of all independent certified public accountants
(including the expenses relating to the preparation and delivery of any special
audit or "cold comfort" letters required by or incident to such registration),
and fees and disbursements of underwriters (excluding discounts and
commissions), the reasonable fees and expenses of any special experts retained
by the Company of its own initiative or at the request of the managing
underwriters in connection with such registration, and fees and expenses of all
(if any) other Persons retained by the Company (all such costs and expenses
being herein called, collectively, the "Registration Expenses"), will be borne
and paid by the Company. The Company will, in any case, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, and the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities exchange on which
similar securities of the Company are then listed.

     (b)  The Company will not bear the cost of nor pay for any stock transfer
taxes imposed in respect of the transfer of any Registrable Securities to any
purchaser thereof by any Holder of Registrable Securities in connection with any
registration of Registrable Securities pursuant to this Agreement.

     (c)  To the extent that Registration Expenses incident to any registration
are, under the terms of this Agreement, not required to be paid by the Company,
each Holder of Registrable Securities included in such registration will pay all
Registration Expenses which are clearly solely attributable to the registration
of such Holder's Registrable Securities so included in such registration, and
all other Registration Expenses not so attributable to one Holder will be borne
and paid by all sellers of securities included in such registration in
proportion to the number of securities so included by each such seller.

     8.   Indemnification.

     (a)  Indemnification by the Company. The Company will indemnify each Holder
requesting or joining in a registration and each underwriter of the securities
so registered, the officers, directors and partners of each such Person and each
Person who controls any thereof (within the meaning of the Securities Act)
against any and all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of any material fact contained in any Prospectus, offering
circular or other document incident to any registration, qualification

                                       16

<PAGE>

or compliance (or in any related Registration Statement, notification or the
like) or any omission (or alleged omission) to state therein any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to
any action or inaction required of the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, underwriter, officer, director, partner and controlling person for
any legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability arises out of or is based
on any untrue statement or omission based upon written information furnished to
the Company in an instrument duly executed by such Holder, underwriter, officer,
director, partner or controlling person and stated to be specifically for use in
such Prospectus, offering circular or other document.

     (b)  Indemnification by Each Holder. Each Holder requesting or joining in a
registration will indemnify each underwriter of the securities so registered,
the Company and its officers and directors and each Person, if any, who controls
any thereof (within the meaning of the Securities Act) and their respective
successors in title and assigns against any and all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of any material fact contained in
any Prospectus, offering circular or other document incident to any
registration, qualification or compliance (or in any related Registration
Statement, notification or the like) or any omission (or alleged omission) to
state therein any material fact required to be stated therein or necessary to
make the statement therein not misleading, and such Holder will reimburse each
underwriter, the Company and each other Person indemnified pursuant to this
paragraph (b) for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that this paragraph (b) shall apply only
if (and only to the extent that) such statement or omission was made in reliance
upon written information furnished to such underwriter or the Company in an
instrument duly executed by such Holder and stated to be specifically for use in
such Prospectus, offering circular or other document (or related Registration
Statement, notification or the like) or any amendment or supplement thereto;
and, provided further, that each Holder's liability hereunder with respect to
any particular registration shall be limited to an amount equal to the net
proceeds received by such Holder from the Registrable Securities sold by such
Holder in such registration.

     (c)  Indemnification Proceedings. Each party entitled to indemnification
pursuant to this Section 8 (the "Indemnified Party") shall give notice to the
party required to provide indemnification pursuant to this Section 8 (the
"Indemnifying Party") promptly after such Indemnified Party acquires actual
knowledge of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party (at its expense) to assume the defense of any claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
acceptable to the Indemnified Party, and the Indemnified Party may participate
in such defense at such party's expense; and provided, further, that the failure

                                       17

<PAGE>

by any Indemnified Party to give notice as provided in this paragraph (c) shall
not relieve the Indemnifying Party of its obligations under this Section 8
except to the extent that the failure results in a failure of actual notice to
the Indemnifying Party and such Indemnifying Party is damaged solely as a result
of the failure to give notice. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation. The reimbursement required by this Section 8 shall be made
by periodic payments during the course of the investigation or defense, as and
when bills are received or expenses incurred.

     9.   Contribution in Lieu of Indemnification. If the indemnification
provided for in Section 8 hereof is unavailable to a party that would have been
an Indemnified Party under any such section in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each party that would have been an Indemnifying Party thereunder shall, in lieu
of indemnifying such Indemnified Party, contribute to the amount paid or payable
by such Indemnified Party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party on the one hand and such
Indemnified Party on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof). The relative fault 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 Indemnifying Party or such Indemnified Party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Holder of
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 9. The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 9
shall include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim. Notwithstanding any provision of this Section 9 to the contrary, (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 and (b) each Holder's
liability hereunder with respect to any particular registration shall be limited
to an amount equal to the net proceeds received by such Holder from the
Registrable Securities sold by such Holder in such registration.

     10.  Rule 144 Requirements; Form S-3. From time to time after the earlier
to occur of (a) six months following the date on which there shall first become
effective a Registration Statement filed by the Company under the Securities
Act, or (b) the date on which the Company shall register a class of securities
under Section 12 of the Exchange Act, the Company will make every effort in good
faith to take all steps necessary to ensure that the Company will be eligible to
register securities on Form S-3 (or any

                                       18

<PAGE>

comparable form adopted by the Commission) as soon thereafter as possible, and
to make publicly available and available to the Holders of Registrable
Securities, pursuant to Rule 144 or Rule 144A of the Commission under the
Securities Act, such information as shall be necessary to enable the Holders of
Registrable Securities to make sales of Registrable Securities pursuant to such
Rules. The Company will furnish to any Holder of Registrable Securities, upon
request made by such Holder at any time after the undertaking of the Company in
the preceding sentence shall have first become effective, a written statement
signed by the Company, addressed to such Holder, describing briefly the action
the Company has taken or proposes to take to comply with the current public
information requirements of Rule 144 and Rule 144A. The Company will, at the
request of any Holder of Registrable Securities, upon receipt from such Holder
of a certificate certifying (i) that such Holder has held such Registrable
Securities for the applicable holding period under Rule 144 with respect to such
Holder's possession of such Registrable Securities, as in effect on the date of
such certificate, (ii) that such Holder has not been an affiliate (as defined in
Rule 144) of the Company for more than the ninety (90) preceding days, and (iii)
as to such other matters as may be appropriate in accordance with such Rule,
remove from the stock certificates representing such Registrable Securities that
portion of any restrictive legend which relates to the registration provisions
of the Securities Act.

     11.  Participation in Underwritten Registrations. (a) No Person may
participate in any underwritten registration pursuant to this Agreement unless
such Person (i) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved by the Persons entitled, under the
provisions hereof, to approve such arrangements, and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required by the terms of such underwriting
arrangements. Any Holder of Registrable Securities to be included in any
underwritten registration shall be entitled at any time to withdraw such
Registrable Securities from such registration prior to its effective date in the
event that such Holder shall disapprove of any of the terms of the related
underwriting agreement.

     (b)  Notwithstanding the priorities set forth in Sections 2(c) and 3(b)
above, but subject to the priority of the Holders of Mezzanine Registrable
Securities set forth in clause (A) of Section 2(c)(ii) above, in the event that
the managing underwriters in any underwritten Demand Registration or Piggyback
Registration inform the Company in writing that the inclusion of any Other
Registrable Securities therein would impair the marketability of the Registrable
Securities to be included in such registration, the Company shall be required to
include in such registration only such number of Other Registrable Securities as
the managing underwriters determine would not negatively impair the Registrable
Securities to be sold in connection therewith. If any such event shall occur,
the Holders of Institutional Registrable Securities shall be entitled to include
in such registration, the number of Registrable Securities that Holders of Other
Registrable Securities would have been entitled to include in such registration
but for such restriction described above (such Registrable Securities to be
allocated pro rata among the Holders of Institutional Registrable Securities on
the basis of the number of Registrable Securities requested to be included
therein by each such Holder).

                                       19

<PAGE>

     12.  Miscellaneous.

     (a)  No Inconsistent Agreements. The Company has not previously entered
into any agreement with respect to its Common Stock granting any registration
rights to any Person, and will not on or after the date of this Agreement enter
into any agreement with respect to its securities which grants demand
registration rights to anyone or which is inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.

     (b)  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, unless such amendment, modification, supplement, waiver or consent is
approved in writing by the Holders of at least fifty-one percent (51%) of the
Registrable Securities and the Company; provided, however, that no amendment,
modification or waiver of any provision of this Agreement that adversely affects
the rights of any Party (as hereinafter defined) to this Agreement shall be
effective against such adversely affected Party unless approved in writing by
the holders of at least a majority of the Registrable Securities then held by
all members of such Party; provided, that if such Party consists of the Holders
of the Mezzanine Registrable Securities, and GMF holds at least 20% of the
outstanding shares of Class B Common Stock (in a fully-diluted basis) included
in the Mezzanine Registrable Securities, the approval of GMF shall also be
required. As used in this Section 12(b), "Party" means any one of the following
entities or groups: (i) the Company, (ii) the Holders of Sponsor Registrable
Securities, (iii) the Holders of Mezzanine Registrable Securities and (iv) the
Holders of Other Registrable Securities.

     (c)  Registrable Securities Held by the Company. Whenever the consent or
approval of Holders of Registrable Securities is required pursuant to this
Agreement, Registrable Securities held by the Company shall not be counted in
determining whether such consent or approval was duly and properly given by such
Holders.

     (d)  Term. The agreements of the Company contained in this Agreement shall
continue in full force and effect so long as any Holder holds any Registrable
Securities.

     (e)  Remedies. In the event of a breach by the Company of its obligations
under this Agreement, each Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
agrees to waive the defense in any action for specific performance that a remedy
at law would be adequate.

     (f)  Notices. Any notice provided for in this Agreement will be in writing
and will be deemed properly delivered if either personally delivered or sent by
overnight courier or telecopier or mailed certified or registered mail, return
receipt requested, postage prepaid, to the recipient at the address specified
below:

                                       20

<PAGE>

          (i)  if to a Holder, at such Holder's address on the stock transfer
     books of the Company; and

          (ii) if to the Company, at:

               TWI Holdings, Inc.
               1713 Jaggie Fox Way
               Lexington, KY 40511
               Attention: President
               Facsimile: (859) 514-4422

     with copies to:

               TA Associates, Inc.
               High Street Tower, Suite 2500
               125 High Street
               Boston, MA  02110
               Attention: P. Andrews (Andy) McLane
               Facsimile: (617) 574-6725

     and to:

               Friedman Fleischer & Lowe, LLC
               One Maritime Plaza, 10th Floor
               San Francisco, CA  94111
               Attention: Christopher A. Masto
               Fax:       (415) 402-2111

     and to:

               Bingham McCutchen LLP
               150 Federal Street
               Boston, MA  02110
               Attention: Robert M. Wolf, Esq.
               Fax:       (617) 951-8736

and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 12(f). Any such notice shall be effective
(A) if delivered personally or by telecopy, when received, (B) if sent by
overnight courier, when receipted for, and (C) if mailed, three (3) days after
being mailed as described above.

     (g)  Successors and Assigns. This Agreement and the rights of any Holder
hereunder may be assigned to, and shall inure to the benefit of, any Person to
whom such Holder transfers Registrable Securities, provided that such transfer
is made in compliance with the provisions of the Stockholder Agreement and the
transferee agrees to be bound by all of the terms and conditions of this
Agreement by executing and delivering to the Company an Instrument of Accession.

                                       21

<PAGE>

     (h)  Counterparts. This Agreement may be executed in two or more
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 instrument.

     (i)  Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.

     (j)  Governing Law. The validity, performance, construction and effect of
this Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware, without giving effect to principles of
conflicts of law.

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

     (l)  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 in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       22

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as an instrument under seal as of the date first written above.

                                        TWI HOLDINGS, INC.


                                        By:   /s/ Jeffrey S. Barber
                                            ------------------------------------
                                              Name:  Jeffrey S. Barber
                                              Title: Vice President


                                        FRIEDMAN FLEISCHER & LOWE
                                        CAPITAL PARTNERS, LP


                                        By: Friedman Fleischer & Lowe GP, LLC,
                                             its General Partner


                                        By:   /s/ Christopher Masto
                                            ------------------------------------
                                              Name:  Christopher Masto
                                              Title: Managing Member


                                        FFL EXECUTIVE PARTNERS, LP
                                        By: Friedman Fleischer & Lowe GP, LLC,
                                             its General Partner


                                        By:   /s/ Christopher Masto
                                            ------------------------------------
                                              Name:  Christopher Masto
                                              Title: Managing Member


                                        TA IX L.P.
                                        By: TA Associates IX, LLC, its General
                                             Partner
                                        By: TA Associates, Inc., its Manager


                                        By:   /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director


<PAGE>

                                        TA/ATLANTIC AND PACIFIC IV L.P.
                                        By: TA Associates AP IV L.P., its
                                             General Partner
                                        By: TA Associates, Inc., its General
                                             Partner


                                         By:  /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director

                                        TA/ADVENT VIII L.P.
                                        By: TA Associates VIII LLC, its General
                                             Partner
                                        By: TA Associates, Inc., its Manager


                                        By:   /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director


                                        TA STRATEGIC PARTNERS FUND A L.P.
                                        By: TA Associates SPF L.P., its General
                                             Partner
                                        By: TA Associates, Inc., its General
                                             Partner


                                        By:   /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director


                                        TA STRATEGIC PARTNERS FUND B L.P.
                                        By: TA Associates SPF L.P., its General
                                             Partner
                                        By: TA Associates, Inc., its General
                                             Partner


                                        By:   /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director


<PAGE>

                                        TA INVESTORS LLC
                                        By: TA Associates, Inc., its Manager


                                        By: /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director

                                        TA SUBORDINATED DEBT FUND, L.P.
                                        By: TA Associates SDF LLC, its General
                                             Partner
                                        By: TA Associates, Inc., its Manager


                                        By: /s/ P. Andrews McLane
                                            ------------------------------------
                                              Name:  P. Andrews McLane
                                              Title: Senior Managing Director


                                        GLEACHER MEZZANINE FUND I, L.P.
                                        By: Gleacher Mezzanine LLC, its General
                                             Partner


                                        By: /s/ Mary Gay
                                            ------------------------------------
                                              Name:  Mary Gay
                                              Title: Managing Director

                                        GLEACHER MEZZANINE FUND P, L.P.
                                        By: Gleacher Mezzanine LLC, its General
                                             Partner


                                        By: /s/ Mary Gay
                                            ------------------------------------
                                              Name:  Mary Gay
                                              Title: Managing Director

                                        /s/ Robert B. Trussell, Jr.
                                        ----------------------------------------
                                        Robert B. Trussell, Jr.

                                        /s/ Mrs. R. B. Trussell, Jr.
                                        ----------------------------------------
                                        Mrs. R. B. Trussell, Jr.


<PAGE>

                                        /s/ David C. Fogg
                                        ----------------------------------------
                                        David C. Fogg


                                        /s/ H. Thomas Bryant
                                        ----------------------------------------
                                        H. Thomas Bryant


                                        /s/ Jeffrey P. Heath
                                        ----------------------------------------
                                        Jeffrey P. Heath


<PAGE>

                                   Schedule 1

                               Rollover Investors

Mrs. R.B. Trussell, Jr.
David C. Fogg
Keric DeChant
Alain Falourd
Hubert Guy
David Hoeller
Robert Hoeller
Thomas Jameson
Keansburg Investments Limited
Frank Passante
John Paul Pucek
Dr. and Mrs. Mark Rukavina
David Shear
James B. Smith
Robert Steggert
Strafe & Company
John G. and Cathryn R. Vandersalm, joint tenants
James H. Wheeler III, M.D.
David Wright
Jean H. Downey Living Trust
Mary Creed Owens
Howard Stewart
Donald J. Hoeller Revocable Living Trust dated 2/29/88
Victoria Hekkers
Robert W. and Mary M. Mulcahy


                              Management Investors

Robert B. Trussell, Jr.
David C. Fogg
H. Thomas Bryant
Jeffrey P. Heath
Hugh Murphy
Joel Guerin

<PAGE>

                                 Other Investors

Antares Capital Corporation
Mikael Magnusson
George Khouri
Lynda Davey and Alan Schiffres, tenants in common
Robert Eckert, as Trustee of The Eckert Family Trust u/t/a dated 1/31/02



<PAGE>

                                                                      SCHEDULE 2
                                                                      -------- -
                                                                 TO REGISTRATION
                                                                 -- ------------
                                                                RIGHTS AGREEMENT
                                                                ------ ---------
                             Instrument of Accession
                             ---------- -- ---------

Reference is made to that certain Registration Rights Agreement dated as of
_________ __, 2002, a copy of which is attached hereto (as amended and in effect
from time to time, the "Registration Rights Agreement"), among TWI Holdings,
Inc., a Delaware corporation (the "Company"), and the Holders (as defined
therein).

The undersigned, _____________________, [in order to become] [is] the owner or
holder of ______ shares of the [Series A Convertible Preferred Stock, $.01 par
value per share] [Class A] [Class B-1] [Class B-2] Common Stock, $.01 par value
per share (the "Shares") of the Company [and] hereby agrees that by his [her]
[its] execution hereof the undersigned is a Holder party to the Registration
Rights Agreement subject to all of the restrictions and conditions applicable to
Holders set forth in such Registration Rights Agreement, and all of the Shares
[purchased by the undersigned in connection herewith] [owned by the undersigned
as of the date hereof] (and any and all shares of Common Stock of the Company
issued in respect thereof) are [Sponsor] [Mezzanine] [Other] Registrable
Securities, subject to all the restrictions and conditions applicable to
[Sponsor] [Mezzanine] [Other] Registrable Securities as set forth in the
Registration Rights Agreement. This Instrument of Accession shall take effect
and shall become a part of said Registration Rights Agreement immediately upon
acceptance thereof by the Company.

Executed as of the date set forth below under the laws of the State of Delaware.


                                        Signature:
                                                   -----------------------------
                                          Address:
                                                   -----------------------------
                                                   -----------------------------
                                                   -----------------------------
                                             Date:
                                                   -----------------------------

Accepted:

TWI HOLDINGS, INC.


By:
      ----------------------------------
Date:
      ----------------------------------