<PAGE>   1
                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 13, 2001
                                  BY AND AMONG

                                   ADVANCEPCS,
                                   AS ISSUER,

                     THE SUBSIDIARIES LISTED IN SCHEDULE A,
                                  AS GUARANTORS
                                       AND

                         BANC OF AMERICA SECURITIES LLC
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                         BANC ONE CAPITAL MARKETS, INC.
                             CHASE SECURITIES, INC.
                            CIBC WORLD MARKETS CORP.
                           SCOTIA CAPITAL "USA", INC.



<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                              <C>
Section 1. Definitions............................................................................................1

Section 2. Holders................................................................................................3

Section 3. Registered Exchange Offer..............................................................................3

Section 4. Shelf Registration.....................................................................................5

Section 5. Liquidated Damages.....................................................................................6

Section 6. Registration Procedures................................................................................7

Section 7. Registration Expenses.................................................................................15

Section 8. Indemnification.......................................................................................16

Section 9. Rule 144a and Rule 144................................................................................19

Section 10. Miscellaneous........................................................................................19
</TABLE>



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                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of March 13, 2001, by and among AdvancePCS, a Delaware
corporation (the "COMPANY"), the subsidiaries listed in Schedule A (each a
"GUARANTOR" and, collectively, the "GUARANTORS") and Banc of America Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc One Capital
Markets, Inc., Chase Securities, Inc., CIBC World Markets Corp., and Scotia
Capital "USA", Inc. (each, an "INITIAL PURCHASER" and, collectively, the
"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 8 1/2%
Senior Notes due 2008 (the "NOTES") pursuant to tHE Purchase Agreement (as
defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated March 7, 2001 (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Notes, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 2 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to them under the indenture, dated as of
March 13, 2001 (the "INDENTURE"), entered into by and among the Company, the
Guarantors and U.S. Trust Company of Texas, N.A., as Trustee, relating to the
Notes and the Exchange Notes (as defined below).

                  The parties hereby agree as follows:

                  Section 1. Definitions. As used in this Agreement, the
following capitalized terms shall have the following meanings:

                  ACT:  The Securities Act of 1933, as amended.

                  AFFILIATE:  As defined in Rule 144 of the Act.

                  BROKER-DEALER: Any broker or dealer registered under the
Exchange Act.

                  BUSINESS DAY: Any day other than a Saturday, a Sunday or a day
on which banking institutions in the City of New York are authorized by law,
regulation or executive order to remain closed.

                  CERTIFICATED SECURITIES: Definitive Notes, as defined in the
Indenture.

                  CLOSING DATE:  The date hereof.

                  COMMISSION:  The Securities and Exchange Commission.


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                  CONSUMMATE: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes tendered by Holders
thereof pursuant to the Exchange Offer.

                  CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

                  EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a)
hereof.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

                  EXCHANGE NOTES: The Company's 8 1/2% Senior Notes due 2008 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

                  EXCHANGE OFFER: The exchange and issuance by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Notes that are tendered by the Holders in connection with such exchange and
issuance.

                  EXCHANGE OFFER REGISTRATION STATEMENT: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  EXEMPT RESALES: The transactions in which the Initial
Purchasers propose to sell the Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act and pursuant to
Regulation S under the Act.

                  FILING DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

                  HOLDERS:  As defined in Section 2 hereof.

                  PROSPECTUS: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

                  REGISTRATION DEFAULT:  As defined in Section 5 hereof.


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                  REGISTRATION STATEMENT: Any registration statement of the
Company and the Guarantors relating to (a) an offering of Exchange Notes
pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) that is filed pursuant to the provisions of this Agreement and (ii)
including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

                  REGULATION S:  Regulation S promulgated under the Act.

                  RULE 144:  Rule 144 promulgated under the Act.

                  SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

                  SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

                  TIA: The Trust Indenture Act of 1939 as in effect on the date
of the Indenture.

                  TRANSFER RESTRICTED SECURITIES: (A) Each Note, until the
earliest to occur of (i) the date on which such Note is exchanged in the
Exchange Offer for an Exchange Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Note has been disposed of
in accordance with a Shelf Registration Statement (and the purchasers thereof
have been issued Exchange Notes), or (iii) the date on which such Note is
distributed to the public pursuant to Rule 144 under the Act or is saleable
pursuant to Rule 144(k) under the Act (or similar provisions then in effect) and
(B) each Exchange Note held by a Broker Dealer until the date on which such
Exchange Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

                  Section 2. Holders. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a "HOLDER") whenever such Person owns
Transfer Restricted Securities.

                  Section 3. Registered Exchange Offer. (a) Unless the Exchange
Offer shall not be permitted by applicable federal law (after the procedures set
forth in Section 6(a)(i) below have been complied with), the Company and the
Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 90 days after the Closing Date (such 90th day being the "FILING
DEADLINE"), (ii) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in
no event later than 150 days after the Closing Date (such 150th day being the
"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer.



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The Exchange Offer shall be on the appropriate form permitting (i) registration
of the Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by any Broker-Dealer
that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for
its own account as a result of market making activities or other trading
activities (other than Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

                  (b) The Company and the Guarantors shall use their reasonable
best efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Notes and the guarantees
of such Exchange Notes shall be included in the Exchange Offer Registration
Statement. The Company and the Guarantors shall use their best efforts to cause
the Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 30 days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

                  (c) The Company shall include a "Plan of Distribution" section
in the Prospectus contained in the Exchange Offer Registration Statement and
indicate therein that any Broker-Dealer who holds Transfer Restricted Securities
that were acquired for the account of such Broker-Dealer as a result of
market-making activities or other trading activities (other than Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

                  Because any such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer,
the Company and the Guarantors shall permit the use of the Prospectus contained
in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy
such prospectus delivery requirement through the Consummation Deadline and
thereafter as provided in the remainder of this paragraph. To the extent
necessary to ensure that the prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Notes by any
Broker-Dealer that acquired Exchange Notes as a result of market-making or
similar activities such that the Broker-Dealer would be required to deliver a
prospectus under the Act upon a subsequent sale or other disposition of the
Exchange Notes, then the Company and the Guarantors agree to use their best
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Section 6(a) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from


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time to time, for a period of one-hundred-eighty (180) days (as extended
pursuant to Section 6(c)(i)) from the Consummation Deadline or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto if any such Broker-Dealer
desiring such action shall notify the Company in writing that such Broker-Dealer
acquired Exchange Notes as a result of market-making or other similar activities
such that the Broker-Dealer would be required to deliver a prospectus under the
Act upon a subsequent sale or other disposition of the Exchange Notes. The
Company and the Guarantors shall provide copies of the latest version of such
Prospectus to such Broker-Dealers, in such number as such Broker-Dealers may
reasonably request promptly upon such request, and in no event later than one
Business Day after the date of such request, at any time during such period.

                  Section 4. Shelf Registration. (a) Shelf Registration. If (i)
the Exchange Offer is not permitted by applicable law (after the Company and the
Guarantors have complied with the procedures set forth in Section 6(a)(i) below)
or (ii) if any Holder of Transfer Restricted Securities shall notify the Company
in writing within 20 Business Days following the Consummation Deadline that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Notes acquired directly from the Company or any of its
Affiliates, then the Company and the Guarantors shall: (x) cause to be filed, on
or prior to 60 days after the earlier of (i) the date on which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) above and (ii) the date on which the Company receives
the notice specified in clause (a)(ii) above, (such earlier date, the "FILING
DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act
(which may be an amendment to the Exchange Offer Registration Statement (the
"SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities
the Holders of which shall provide the Company with certain information in
accordance with Section 4(b) hereof and (y) shall use their reasonable best
efforts to cause such Shelf Registration Statement to become effective on or
prior to 60 days after the Filing Deadline for the Shelf Registration Statement
(such 60th day the "EFFECTIVENESS DEADLINE").

                  If, after the Company and the Guarantors filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 3(a)
above, the Company and the Guarantors are required to file and make effective a
Shelf Registration Statement solely because the Exchange Offer is not permitted
under applicable federal law (i.e., clause (a)(i) of this Section 4 above), then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) of this Section 4(a) above; provided
that, in such event, the Company and the Guarantors shall remain obligated to
use reasonable best efforts to meet the Effectiveness Deadline set forth in
clause (y).

                  To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use their best efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented,



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amended and current as required by and subject to the provisions of Sections
6(b) and (c) hereof and in conformity with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of at least two years (as extended pursuant to
Section 6(c)(i)) following the Closing Date, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.

                  (c) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

                  Section 5. Liquidated Damages. If (i) any Registration
Statement required by this Agreement is not filed with the Commission on or
prior to the applicable Filing Deadline, (ii) any such Registration Statement
has not been declared effective by the Commission on or prior to the applicable
Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline, (iv) the Shelf Registration Statement is
declared effective but thereafter, pending the announcement of a material
corporate transaction, the Company issues a notice that the Shelf Registration
Statement is unusable, or such notice is required under applicable securities
laws to be issued by the Company, and, during the period specified in the last
paragraph of Section 4(a) above, the aggregate number of days in any consecutive
twelve-month period for which all such notices are issued or required to be
issued exceeds 45 days, or (v) the Exchange Offer Registration Statement is
filed and declared effective but thereafter (A) during the period through and
including the Consummation Deadline, shall cease to be effective or fail to be
usable for its intended purpose without being succeeded within 2 Business Days
by a post-effective amendment to such Exchange Offer Registration Statement that
cures such failure and that is itself declared effective immediately or (B)
during the period from the day after the Consummation Deadline through and
including the one-hundred-eightieth day after the Consummation Deadline, pending
the announcement of a material corporate transaction, the Company issues a
notice that the Exchange Offer Registration Statement is unusable for the
purposes contemplated by the second paragraph of Section 3(c) above, or such
notice is required under applicable securities laws to be issued by the Company,
and, during the period specified in the second paragraph of Section 3(c) above,
the aggregate number of days for which all such notices are issued or required
to be issued exceeds 45 days (each such event referred to in clauses (i) through
(v), a "REGISTRATION DEFAULT"), then the Company and the Guarantors hereby
jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to one-half of
one percent (0.5%) per annum of the principal amount of the Transfer Restricted
Securities held by such Holder for each day that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount



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of the liquidated damages shall increase by an additional one-quarter of one
percent (0.25%) with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of two percent (2.00%) per annum of the principal amount of the Transfer
Restricted Securities affected thereby; provided that the Company and the
Guarantors shall in no event be required to pay liquidated damages for more than
one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) or (v)(A) or
(B) above, as applicable, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii), (iv)
or (v)(A) or (B), as applicable, shall cease, if the Company is otherwise in
compliance with this Section 5.

                  All accrued liquidated damages shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. Notwithstanding the fact that any securities for which
liquidated damages are due cease to be Transfer Restricted Securities on the
Interest Payment Date, all obligations of the Company and the Guarantors to pay
accrued liquidated damages with respect to such securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

                  In the event that the Exchange Offer Registration Statement is
declared effective but thereafter the Company issues a notice as contemplated by
clause (v)(B) above, the number of days during which such Registration Statement
is unusable shall be deducted from the first annual 45-day "blackout" period
permitted under clause (iv) above for purposes of determining the number of days
during which additional interest would accrue in the event of a Registration
Default under clause (iv) above.

                  Section 6. Registration Procedures. (a) Exchange Offer
Registration Statement. In connection with the Exchange Offer, the Company and
the Guarantors shall (x) comply with all applicable provisions of Section 6(c)
below, (y) use their reasonable best efforts to effect such exchange and to
permit the resale of Exchange Notes by any Broker-Dealer that tendered in the
Exchange Offer Notes that such Broker-Dealer acquired for its own account as a
result of its market making activities or other trading activities (other than
Notes acquired directly from the Company or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof, and (z)
comply with all of the following provisions:

                  (i) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission allowing the Company and the Guarantors to
         Consummate an Exchange


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         Offer for such Transfer Restricted Securities. The Company and the
         Guarantors hereby agree to pursue the issuance of such a decision to
         the Commission staff level. In connection with the foregoing, the
         Company and the Guarantors hereby agree to take all such other actions
         as may be requested by the Commission or otherwise reasonably required
         in connection with the issuance of such decision, including without
         limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Company setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

                  (ii) As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker Dealer) shall furnish,
         upon the request of the Company, prior to the Consummation of the
         Exchange Offer, a written representation to the Company and the
         Guarantors (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Exchange Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Exchange Notes in its ordinary course of business. As a
         condition to its participation in the Exchange Offer each Holder using
         the Exchange Offer to participate in a distribution of the Exchange
         Notes shall acknowledge and agree that if the resales are of Exchange
         Notes obtained by such Holder in exchange for Notes acquired directly
         from the Company or an Affiliate thereof, it (1) could not, under
         Commission policy as in effect on the date of this Agreement, rely on
         the position of the Commission enunciated in Morgan Stanley and Co.,
         Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
         (available May 13, 1988), as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and similar no-action letters
         (including, if applicable, any no-action letter obtained pursuant to
         clause (i) above), and (2) must comply with the registration and
         prospectus delivery requirements of the Act in connection with a
         secondary resale transaction and that such a secondary resale
         transaction must be covered by an effective registration statement
         containing the selling security holder information required by Item 507
         or 508, as applicable, of Regulation S-K.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Company and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and, if applicable, any
         no-action letter obtained pursuant to clause (i) above, (B) including a
         representation that neither the Company nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Exchange Notes to be received in the Exchange Offer and that, to the
         best of the Company's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Exchange
         Notes in its ordinary course of business and has no arrangement


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         or understanding with any Person to participate in the distribution of
         the Exchange Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any no-action letter obtained pursuant to clause (i) above, if
         applicable.

                  (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

                  (i) comply with all the provisions of Section 6(c) below and
         use their respective reasonable best efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities
         being sold in accordance with the intended method or methods of
         distribution thereof (as indicated in the information furnished to the
         Company pursuant to Section 4(b) hereof), and pursuant thereto the
         Company and the Guarantors will prepare and file with the Commission a
         Registration Statement relating to the registration on any appropriate
         form under the Act, which form shall be available for the sale of the
         Transfer Restricted Securities in accordance with the intended method
         or methods of distribution thereof within the time periods and
         otherwise in accordance with the provisions hereof, and

                  (ii) issue, upon the request of any Holder or purchaser of
         Notes covered by any Shelf Registration Statement contemplated by this
         Agreement, Exchange Notes having an aggregate principal amount equal to
         the aggregate principal amount of Notes sold pursuant to the Shelf
         Registration Statement and surrendered to the Company for cancellation;
         the Company shall register Exchange Notes on the Shelf Registration
         Statement for this purpose and issue the Exchange Notes to the
         purchaser(s) of securities subject to the Shelf Registration Statement
         in the names as such purchaser(s) shall designate.

                  (c) General Provisions. In connection with any Registration
Statement and any related Prospectus required by this Agreement, the Company and
the Guarantors shall:

                  (i) use their best efforts to keep such Registration Statement
         continuously effective and provide all requisite financial statements
         for the period specified in Section 3 or 4 of this Agreement, as
         applicable. Upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) in the
         case of the Registration Statement, to contain an untrue statement of
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, or,
         in the case of the Prospectus, to contain an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading, or (B) not to be effective and
         usable for resale of Transfer Restricted Securities during the period
         required by this Agreement, the Company and the Guarantors shall file
         promptly an appropriate amendment to such Registration Statement curing
         such defect, and, if Commission review is required, use their
         respective reasonable best efforts to cause such amendment to be
         declared effective as soon as practicable.


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                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

                  (iii) advise each selling Holder promptly and, if requested by
         such Holder, confirm such advice in writing, (A) when the Prospectus or
         any Prospectus supplement or post-effective amendment has been filed,
         and, with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. If at any time the Commission
         shall issue any stop order suspending the effectiveness of the
         Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company and the Guarantors
         shall use their respective reasonable best efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an 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;

                  (v) furnish to each selling Holder named in any Registration
         Statement or Prospectus in connection with such exchange or sale, if
         any, before filing with the Commission, copies of any Registration
         Statement or any Prospectus included therein or


                                       10
<PAGE>   13


         any amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at least four Business Days, and the
         Company will not file any such Registration Statement or Prospectus or
         any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Holders shall reasonably object within four Business Days
         after the receipt thereof. A Holder shall be deemed to have reasonably
         objected to such filing if such Registration Statement or amendment, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omits to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, or
         if the Prospectus or any supplement contains an untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading, or if the Registration Statement
         or Prospectus fails to comply with the applicable requirements of the
         Act;

                  (vi) promptly prior to the filing of any document that is to
         be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each selling Holder in
         connection with such exchange or sale, if any, make at reasonable times
         the Company's and the Guarantors' representatives available for
         discussion of such document and, subject to appropriate confidentiality
         agreements being entered into, other customary due diligence matters,
         and include such information in such document prior to the filing
         thereof as such selling Holders may reasonably request;

                  (vii) subject to appropriate confidentiality agreements being
         entered into, make available, at reasonable times, for inspection by
         each selling Holder and any attorney or accountant retained by such
         Holders, all financial and other records, pertinent corporate documents
         of the Company and the Guarantors and cause at reasonable times the
         Company's and the Guarantors' officers, directors and employees to
         supply all information reasonably requested by any such Holder,
         attorney or accountant at reasonable times in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (viii) if requested by any selling Holders in connection with
         such exchange or sale, promptly include in any Registration Statement
         or Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as reasonably practicable after the
         Company is notified of the matters to be included in such Prospectus
         supplement or post-effective amendment;

                  (ix) furnish to each selling Holder in connection with such
         exchange or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);


                                       11
<PAGE>   14


                  (x) deliver to each selling Holder, without charge, as many
         copies of the Prospectus (including each preliminary prospectus) and
         any amendment or supplement thereto as such Holder reasonably may
         request; the Company and the Guarantors hereby consent to the use (in
         accordance with law, rules, regulations and orders) of the Prospectus
         and any amendment or supplement thereto by each selling Holder in
         connection with the public offering and the sale of the Transfer
         Restricted Securities covered by the Prospectus or any amendment or
         supplement thereto;

                  (xi) upon the request of any selling Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith as may be reasonable and customary in order to
         expedite or facilitate the disposition of the Transfer Restricted
         Securities pursuant to any applicable Registration Statement
         contemplated by this Agreement as may be reasonably requested by any
         Holder in connection with any sale or resale pursuant to any applicable
         Registration Statement. In such connection, the Company and the
         Guarantors shall:

                           (A) upon request of any Holder furnish (or in the
                  case of paragraphs (2) and (3) below, use its best efforts to
                  cause to be furnished) to each Broker-Dealer or selling
                  Holder, as the case may be, upon Consummation of the Exchange
                  Offer or upon the effectiveness of the Shelf Registration
                  Statement, as the case may be:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Company and each Guarantor by (x)
                           the Chief Executive Officer, President or any Vice
                           President and (y) a principal financial or accounting
                           officer of the Company and such Guarantor,
                           confirming, as of the date thereof, the matters set
                           forth in Section 5(k) of the Purchase Agreement and
                           such other similar matters as such Holders may
                           reasonably request;

                                    (2) opinions, dated the date of Consummation
                           of the Exchange Offer or the date of effectiveness of
                           the Shelf Registration Statement, as the case may be,
                           of counsel for the Company and the Guarantors
                           covering matters similar to those set forth in
                           Sections 5(f), (g), (h) and (i) of the Purchase
                           Agreement subject to the same conditions with respect
                           thereto and to the delivery thereof and such other
                           matters as such Holder may reasonably request which
                           are customarily covered in counsel opinions to
                           underwriters in underwritten public offerings, and in
                           any event including a statement to the effect that
                           such counsel has participated in conferences with
                           officers and other representatives of the Company and
                           the Guarantors, representatives of the independent
                           public accountants for the Company and the Guarantors
                           and have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           to the extent such counsel deems appropriate upon the
                           statements of officers and other


                                       12
<PAGE>   15


                           representatives of the Company and the Guarantors)
                           and without independent check or verification, no
                           facts came to such counsel's attention that caused
                           such counsel to believe that the applicable
                           Registration Statement, at the time such Registration
                           Statement or any post-effective amendment thereto
                           became effective and, in the case of the Exchange
                           Offer Registration Statement, as of the date of
                           Consummation of the Exchange Offer, contained an
                           untrue statement of a material fact or omitted to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration Statement as of its date and, in the
                           case of the opinion dated the date of Consummation of
                           the Exchange Offer, as of the date of Consummation,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in the light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data and statistical data included in
                           any Registration Statement contemplated by this
                           Agreement or the related Prospectus; and

                                    (3) customary comfort letters, dated the
                           date of Consummation of the Exchange Offer, or as of
                           the date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Company's
                           independent accountants (and, if necessary, any other
                           certified public accountant of any subsidiary of the
                           Company, or of any business acquired by the Company
                           for which financial statements and financial data are
                           required to be included in the Registration
                           Statement), in the customary form and covering
                           matters of the type customarily covered in comfort
                           letters to underwriters in connection with
                           underwritten public offerings; and

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by the selling Holders to evidence
                  compliance with the matters covered in clause (A) above and
                  with any customary conditions contained in any agreement
                  entered into by the Company and the Guarantors pursuant to
                  this clause (xi);

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may reasonably request and do any
         and all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that neither the Company nor any Guarantor shall be required to
         register or qualify as a foreign corporation where it is not now so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as


                                       13
<PAGE>   16


         to matters and transactions relating to the Registration Statement, in
         any jurisdiction where it is not now so subject;

                  (xiii) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two Business Days prior to any sale of such Transfer Restricted
         Securities;

                  (xiv) use their reasonable best efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities; provided, however, that neither the
         Company nor any Guarantor shall be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                  (xv) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xvi) otherwise use their reasonable best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in paragraph (c) of Rule 158 under the Act);

                  (xvii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use its reasonable best
         efforts to cause the Trustee to execute, all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner;

                  (xviii) provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act if not obtainable from
         the Commission; and


                                       14
<PAGE>   17


                  (xix) the Company and the Guarantors will be deemed not to
         have used their reasonable best efforts to cause the Exchange Offer
         Registration Statement or the Shelf Registration Statement, as the case
         may be, to become, or to remain, effective during the requisite period
         if the Company or any of the Guarantors voluntarily and knowingly takes
         any action that would, or omits to take any action which omission
         would, result in any such Registration Statement not being declared
         effective or in the Holders of Registrable Securities covered thereby
         not being able to exchange or offer and sell such Registrable
         Securities during that period as and to the extent contemplated hereby,
         unless (i) such action is required by applicable law or (ii) such
         action is taken by the Company and the Guarantors in good faith and for
         valid business reasons (but not including avoidance of the Company's or
         the Guarantors', as applicable, obligations hereunder), including a
         material corporate transaction, so long as the Company and the
         Guarantors promptly comply with the requirements of Section 6(c)(iv)
         hereof, if applicable.

                  (d) Restrictions on Holders. Each Holder agrees by acquisition
of a Transfer Restricted Security that, upon receipt of the notice referred to
in Section 6(c)(iii)(C) or any notice from the Company of the existence of any
fact or the happening of any event of the kind described in Section 6(c)(iii)(D)
hereof or, in the case of the Shelf Registration, the Company shall issue a
notice pending the announcement of a material corporate transaction that the
Shelf Registration Statement is unusable (in each case, a "SUSPENSION NOTICE"),
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each
Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession which have been replaced by the Company with more recently
dated Prospectuses or (ii) 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 Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. The time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by a number of days equal to the number of days
in the period from and including the date of delivery of the Suspension Notice
to the date of delivery of the Recommencement Date.

                  Section 7. Registration Expenses. All expenses incident to the
Company's and the Guarantors' performance of or compliance with this Agreement
will be borne, jointly and severally, by the Company and the Guarantors,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Guarantors; (v) all application
and filing fees in connection with listing the Exchange Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the


                                       15
<PAGE>   18


Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).

                  The Company will, in any event, bear its and the Guarantors'
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

                  Section 8. Indemnification. (a) The Company and the Guarantors
agree, jointly and severally, to indemnify and hold harmless each Holder, its
directors, officers, any underwriter in any underwritten public offering of
Transfer Restricted Securities pursuant to a Shelf Registration Statement and
each Person, if any, who controls such Holder or underwriter (within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act), from and against
(i) any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment or
supplement thereto) pursuant to which the Transfer Restricted Securities are
registered under the Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, provided that (subject to Section
8(d) below) any such settlement is effected with the written consent of the
Company and the Guarantors; and (iii) any and all expenses whatsoever, as
incurred (including the fees and disbursements of counsel chosen by any
indemnified party, subject to the limitations in Section 8(c) below), reasonably
incurred in investigating, preparing or defending against any litigation or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above; provided,
however, that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company and the Guarantors
by the Initial Purchasers, such Holder or such underwriter expressly for use in
a Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto); provided, further, that the Company will not
be liable to any Initial Purchaser, Holder (in its capacity as Holder), or
underwriter (or any person who controls such party within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) with respect to any such untrue
statement or alleged untrue statement or omission or alleged omission made in
any preliminary Prospectus to the extent that the Company shall sustain the
burden of proving that any such loss, liability, claim, damage or expense
resulted from the fact that such Initial Purchaser, Holder (in its capacity as
Holder) or underwriter, as the case may be, sold Transfer Restricted Securities
to a Person to whom such


                                       16
<PAGE>   19


Initial Purchaser, Holder (in its capacity as Holder) or underwriter, as the
case may be, failed to send or give, at or prior to the written confirmation of
the sale of such Securities a copy of the final Prospectus (as amended or
supplemented) if the Company has previously furnished copies thereof
(sufficiently in advance of the closing of such sale to allow for distribution
of the final Prospectus in a timely manner) to such Initial Purchaser, Holder
(in its capacity as Holder) or underwriter, as the case may be, and the loss,
liability, claim, damage or expense of such Initial Purchaser, Holder (in its
capacity as Holder) or underwriter, as the case may be, resulted solely from an
untrue statement or omission or alleged untrue statement or omission of a
material fact contained in or omitted from such preliminary Prospectus which was
corrected in the final Prospectus.

                  (b) Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and the
Guarantors, and their respective directors and officers, and each person, if
any, who controls (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Company, or the Guarantors to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a)
above, but only with reference to information relating to such Holder furnished
in writing to the Company by such Holder expressly for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

                  (c) In case any action shall be commenced involving any person
in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any 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 at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with


                                       17
<PAGE>   20


any one action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such fees
and expenses shall be reimbursed promptly following receipt of invoice therefor
as they are incurred. Such firm shall be designated in writing by a majority of
the Holders, in the case of the parties indemnified pursuant to Section 8(a),
and by the Company and Guarantors, in the case of parties indemnified pursuant
to Section 8(b). The indemnifying party under this Section 8 shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final non-appealable judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section
8(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the final terms of such proposed settlement as soon as practicable
prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity was or could have been sought hereunder by such
indemnified party, unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding.

                  (d) To the extent that the indemnification provided for in
this Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments, in such proportion as
is appropriate to reflect the relative fault of the Company and the Guarantors,
on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Guarantor, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the third sentence of Section
8(c), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


                                       18
<PAGE>   21


                  The Company, the Guarantors and each Holder agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any matter,
including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no
Holder, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total received by such Holder with respect to the
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

                  Section 9. Rule 144A and Rule 144. The Company and each
Guarantor agree with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company or such
Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

                  Section 10. Miscellaneous. (a) Remedies. The Company and the
Guarantors acknowledge and agree that any failure by the Company and/or the
Guarantors to comply with their respective obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's and the Guarantors'
obligations under Sections 3 and 4 hereof. The Company and the Guarantors
further agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.

                  (b) No Inconsistent Agreements. Neither the Company nor any
Guarantor will, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Except as set forth in the Offering Memorandum, neither the


                                       19
<PAGE>   22


Company nor any Guarantor is party to any agreement granting any registration
rights with respect to its securities to any Person. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's and the Guarantors'
securities under any agreement in effect on the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
Section 5 hereof and this Section 10(c)(i), the Company has obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

                  (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

                  (e) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telecopier, or air
courier guaranteeing overnight delivery:

                  (1) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (2) if to the Company or the Guarantors:

                      AdvancePCS
                      5215 North O'Conner Boulevard, Suite 1600
                      Irving, Texas 75039
                      Facsimile:  (469) 420-6196
                      Attention:  Legal Department

                      With a copy to:

                      Akin, Gump, Strauss, Hauer & Feld, LLP
                      1700 Pacific Avenue, Suite 4100
                      Dallas, Texas  75201
                      Facsimile:  (214) 969-4343
                      Attention:  Alan Utay, Esq.


                                       20
<PAGE>   23


                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

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

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

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

                  (J) 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.

                  (k) 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 with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.


                                       21
<PAGE>   24


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                             ADVANCEPCS


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             ADVANCEPCS, L.P.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             ADVANCEPCS RESEARCH, L.L.C.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             ADVANCERX.COM, L.P.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             ADVP CONSOLIDATION, L.L.C.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       22
<PAGE>   25



                             ADVP MANAGEMENT, L.P.,


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             AMBULATORY CARE REVIEW SERVICES, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             BAUMEL-EISNER NEUROMEDICAL INSTITUTE, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             CLINICAL PHARMACEUTICALS, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             FFI RX MANAGED CARE, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       23
<PAGE>   26


                             FIRST FLORIDA INTERNATIONAL HOLDINGS, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             FIRST FLORIDA MANAGED CARE, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             FOUNDATION HEALTH PHARMACEUTICAL SERVICES INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             HMN HEALTH SERVICES, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             INNOVATIVE MEDICAL RESEARCH, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       24
<PAGE>   27


                             INNOVATIVE PHARMACEUTICAL STRATEGIES, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             MATURE RX PLUS OF NEVADA, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS HEALTH SYSTEMS, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS HOLDING CORPORATION


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS MAIL SERVICES, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       25
<PAGE>   28


                             PCS MAIL SERVICES OF BIRMINGHAM, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS MAIL SERVICES OF FT. WORTH, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS MAIL SERVICES OF SCOTTSDALE, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PCS SERVICES, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                             PHOENIX COMMUNICATIONS INTERNATIONAL, INC.


                             By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                       26
<PAGE>   29


BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
CHASE SECURITIES, INC.
CIBC WORLD MARKETS CORP.
SCOTIA CAPITAL "USA", INC.

By:      Banc of America Securities LLC


By:
         --------------------------------------------
         Name:
         Title:



                                       27
<PAGE>   30


                                   SCHEDULE A

                                   GUARANTORS


AdvancePCS, L.P.
AdvancePCS Research, L.L.C.
AdvanceRx.com, L.P.
ADVP Consolidation, L.L.C.
ADVP Management, L.P.
Ambulatory Care Review Services, Inc.
Baumel-Eisner Neuromedical Institute, Inc.
Clinical Pharmaceuticals, Inc.
FFI Rx Managed Care, Inc.
First Florida International Holdings, Inc.
First Florida Managed Care, Inc.
Foundation Health Pharmaceutical Services, Inc.
HMN Health Services, Inc.
Innovative Medical Research, Inc.
Innovative Pharmaceutical Strategies, Inc.
Mature Rx Plus of Nevada, Inc.
PCS Health Systems, Inc.
PCS Holding Corporation
PCS Mail Services, Inc.
PCS Mail Services of Birmingham, Inc.
PCS Mail Services of Ft. Worth, Inc.
PCS Mail Services of Scottsdale, Inc.
PCS Services, Inc.
Phoenix Communications International, Inc.