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                                                                     EXHIBIT 4.8

                                                                  EXECUTION COPY

                             SANMINA-SCI CORPORATION
                10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 23, 2002

Goldman, Sachs & Co.,
Banc of America Securities LLC
Salomon Smith Barney Inc.
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated
Scotia Capital (USA) Inc.
RBC Dominion Securities Corporation
c/o Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:

         Sanmina-SCI Corporation, a Delaware corporation (the "Company"), and
the Guarantors (as defined herein) propose to issue and sell to the Purchasers
(as defined herein) upon the terms set forth in the Purchase Agreement (as
defined herein) the Company's 10.375% Senior Secured Notes due January 15, 2010,
fully and unconditionally guaranteed by each of the Guarantors. As an inducement
to the Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company and the
Guarantors agree with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Transfer Restricted Securities (as defined
herein) as follows:

         1.       Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
initially issued.

         "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

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         "Effective Time," in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

         "Electing Holder" shall mean any holder of Transfer Restricted
Securities that has returned a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.

         "Guarantors" shall mean the entities listed on Schedule II to the
Purchase Agreement.

         The term "holder" shall mean with respect to the Transfer Restricted
Securities, each of the Purchasers and other persons who acquire Transfer
Restricted Securities from time to time (including any successors or assigns),
in each case for so long as such person owns any Transfer Restricted Securities.

         "Indenture" shall mean the Indenture, dated as of December[], 2002,
between the Company, the Guarantors and State Street Bank and Trust Company of
California, N.A., as Trustee.

         "Notice and Questionnaire" shall mean a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto and as may be supplemented in any manner advisable to meet the
requirements of the Securities Act, including items 507 and 508 of Regulation
S-K.

         "Material Adverse Effect" shall mean any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any development that is reasonably likely to result in a material
adverse change, in or affecting the business, business prospects, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole.

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         The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
December 18, 2002, between the Purchasers, the Company and the Guarantors
relating to the Securities.

         "Purchasers" shall mean Goldman, Sachs & Co., Banc of America
Securities LLC, Salomon Smith Barney Inc., Morgan Stanley & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc.
and RBC Dominion Securities Corporation.

         "Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder's business, (iii) a holder
who has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to the Exchange Offer in exchange for
Transfer Restricted Securities acquired by the broker-dealer directly from the
Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

         "Securities" shall mean, collectively, the 10.375% Senior Secured Notes
due January 15, 2010 of the Company and fully and unconditionally guaranteed by
the Guarantors to be issued and sold to the Purchasers pursuant to the Purchase
Agreement, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
2(c) hereof.

         "Transfer Restricted Security" means each of the Securities and each of
the Exchange Securities described in Section 2(b)(iv), in each case upon the
original issuance thereof and at all times subsequent thereto until the earliest
to occur of (A) the date on which any such Security

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has been exchanged by a person other than a broker-dealer for an Exchange
Security (other than with respect to an Exchange Security as to which Section
2(b)(iv) applies) pursuant to the Exchange Offer, (B) with respect to Exchange
Securities received by broker-dealers in the Exchange Offer, the earlier of (x)
the date on which such Exchange Security has been sold by such broker-dealer by
means of the prospectus contained in the Exchange Registration Statement and (y)
the latest date by which the Company and the Guarantors are required to keep the
Exchange Offer Registration Statement effective pursuant to Section 2(a) below,
(C) a Shelf Registration Statement covering such Security or Exchange Security,
as the case may be, has been declared effective by the Commission and such
Security or Exchange Security, as the case may be, has been disposed of in
accordance with such effective Shelf Registration Statement, (D) such Security
or Exchange Security, as the case may be, is sold pursuant to Rule 144 under
circumstances in which the legend borne by such Security or Exchange Security
relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture, (E) the date
on which such Security or Exchange Security, as the case may be, is eligible for
distribution to the public without volume or manner of sale restrictions
pursuant to Rule 144(k) or (F) the date on which such Security or Exchange
Security, as the case may be, ceases to be outstanding for the purposes of the
Indenture or any other indenture under which such Security or Exchange Security
was issued.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2.       Registration Under the Securities Act.

                  (a)      Except as set forth in Section 2(b) below, the
         Company and the Guarantors agree that they shall use their reasonable
         efforts to file under the Securities Act, as soon as practicable, but
         no later than 90 days after the Closing Date, a registration statement
         relating to an offer to exchange (such registration statement, the
         "Exchange Registration Statement", and such offer, the "Exchange
         Offer") any and all of the Transfer Restricted Securities for a like
         aggregate principal amount of debt securities issued by the Company
         and fully and unconditionally guaranteed by each of the Guarantors,
         which debt securities are substantially identical to the Securities
         (and are entitled to the benefits of a trust indenture which is
         substantially identical to the Indenture or is the Indenture and which
         has been qualified under the Trust Indenture Act), except that they
         have been registered pursuant to an effective registration statement
         under the Securities Act and do not contain provisions for the
         additional interest contemplated in Section 2(c) below (such new debt
         securities hereinafter called "Exchange Securities"). The Company and
         the Guarantors agree that they shall use their reasonable efforts to

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         cause the Exchange Registration Statement to become effective under
         the Securities Act as soon as practicable, but no later than 180 days
         after the Closing Date. The Exchange Offer will be registered under
         the Securities Act on the appropriate form and will comply with all
         applicable tender offer rules and regulations under the Exchange Act.
         The Company and the Guarantors further agree that the Company shall
         use its reasonable efforts to commence and consummate the Exchange
         Offer promptly, but no later than 215 days after the Closing Date,
         hold the Exchange Offer open for at least 30 days (or longer if
         required by applicable law) and exchange Exchange Securities for all
         Transfer Restricted Securities that have been properly tendered and
         not withdrawn on or prior to the expiration of the Exchange Offer. The
         Exchange Offer will be deemed to have been "consummated" only if the
         debt securities received by holders other than Restricted Holders in
         the Exchange Offer for Registrable Securities are, upon receipt,
         transferable by each such holder without the need for further
         compliance with Section 5 of the Securities Act and the Exchange Act
         (except for the requirement to deliver a prospectus included in the
         Exchange Offer Registration Statement applicable to resales by
         broker-dealers of Exchange Securities received by such broker-dealer
         pursuant to the Exchange Offer in exchange for Transfer Restricted
         Securities other than those acquired by the broker-dealer directly
         from the Company) and without material restrictions under the blue sky
         or securities laws of a substantial majority of the States of the
         United States of America. The Exchange Offer shall be deemed to have
         been consummated upon the earlier to occur of (i) the Company and the
         Guarantors having exchanged the Exchange Securities for all
         outstanding Transfer Restricted Securities pursuant to the Exchange
         Offer and (ii) the Company and the Guarantors having exchanged,
         pursuant to the Exchange Offer, Exchange Securities for all Transfer
         Restricted Securities that have been properly tendered and not
         withdrawn before the expiration of the Exchange Offer, which shall be
         on a date that is at least 30 days following the commencement of the
         Exchange Offer. If the Company is notified prior to the completion of
         the Exchange Offer by a broker-dealer that is a holder of Transfer
         Restricted Securities (other than Transfer Restricted Securities
         received by the broker-dealer directly from the Company), the Company
         and the Guarantors agree (x) to include in the Exchange Registration
         Statement a prospectus for use in connection with any resales of
         Exchange Securities by any holder thereof that is a broker-dealer,
         other than resales of Exchange Securities received by a broker-dealer
         pursuant to an Exchange Offer in exchange for Transfer Restricted
         Securities acquired by the broker-dealer directly from the Company,
         and (y) to keep such Exchange Registration Statement effective for a
         period (the "Resale Period") beginning when Exchange Securities are
         first issued in the Exchange Offer and ending upon the earlier of the
         expiration of the 180th day after the Exchange Offer has been
         consummated (if the Exchange Offer Registration Statement shall be
         suspended from use during such 180-day period, such date shall be
         extended by the number of days in the period from and including the
         date of the giving of notice of such suspension to and including the
         date when the Company and the Guarantors shall have made available to
         participating broker-dealers copies of the supplemented or amended
         prospectus necessary to resume dispositions by such participating
         broker-dealers) or such time as such broker-dealers no longer own any
         Transfer Restricted Securities. With respect to such Exchange
         Registration Statement, each broker-dealer that holds Exchange
         Securities received in an

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         Exchange Offer in exchange for Transfer Restricted Securities not
         acquired by it directly from the Company shall have the benefit of the
         rights of indemnification and contribution set forth in Sections 6(a),
         (c), (d) and (e) hereof.

                  (b)      If (i) on or prior to the time the Exchange Offer is
         consummated, existing interpretations of the staff of the Commission
         are changed such that the debt securities received by holders other
         than Restricted Holders in the Exchange Offer for Transfer Restricted
         Securities are not or would not be, upon receipt, transferable by each
         such holder without restriction under the Securities Act, (ii) the
         Exchange Registration Statement is not declared effective within 180
         days after the Closing Date or the Exchange Offer has not been
         consummated within 215 days after the Closing Date, (iii) the
         Purchasers so request with respect to Securities held by them that are
         not eligible to be exchanged for Exchange Securities in the Exchange
         Offer; or (iv) any holder of Securities (other than a Purchaser)
         notifies the Company in writing that (a) it is not eligible to
         participate in the Exchange Offer or (b) it may not resell the Exchange
         Securities to be 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 for such
         resales by such holder, the Company shall, in lieu of (or, in the case
         of clauses (iii) and (iv), in addition to) conducting the Exchange
         Offer contemplated by Section 2(a), use its reasonable efforts to file
         under the Securities Act as promptly as practicable and, in any event,
         no later than 45 days after the Company becomes aware that such
         obligation to file arises, a "shelf" registration statement providing
         for the registration of, and the sale on a continuous or delayed basis
         by the holders of, all of the Transfer Restricted Securities, pursuant
         to Rule 415 or any similar rule that may be adopted by the Commission
         (such filing, the "Shelf Registration" and such registration statement,
         the "Shelf Registration Statement"). The Company and the Guarantors
         agree that they shall use their reasonable efforts to cause the Shelf
         Registration Statement to become or be declared effective by the
         Commission no later than 90 days after such Shelf Registration
         Statement is filed and to keep such Shelf Registration Statement
         continuously effective for a period ending on the earlier of two years
         (or such shorter period as may be established by any amendment to the
         two-year period set forth in Rule 144(k) under the Securities Act)
         following the Closing Date or the date immediately following the date
         that all Transfer Restricted Securities covered by the Shelf
         Registration Statement have been sold pursuant thereto or otherwise
         cease to be Transfer Restricted Securities, provided, however, that no
         holder shall be entitled to be named as a selling securityholder in the
         Shelf Registration Statement or to use the prospectus forming a part
         thereof for resales of Transfer Restricted Securities unless such
         holder is an Electing Holder. Holders of Transfer Restricted Securities
         that do not complete a Notice and Questionnaire and deliver it to the
         Company and the Guarantors at least two calendar days prior to the
         Effective Time of the Shelf Registration Statement shall not be named
         as selling securityholders in the prospectus included in the Shelf
         Registration Statement and, therefore, shall not be permitted to sell
         any Transfer Restricted Securities pursuant to the Shelf Registration
         Statement. Notwithstanding the foregoing, upon request from a holder of
         Transfer Restricted Securities that did not return a Notice and
         Questionnaire on a timely basis because it was a subsequent transferee
         of Transfer

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         Restricted Securities after the Company distributed the Notice and
         Questionnaire pursuant to Section 3(d)(ii), (1) the Company shall
         distribute a Notice and Questionnaire to such holder at the address set
         forth in the request and (2) upon receipt of a properly completed
         Notice and Questionnaire from such holder, the Company shall use its
         reasonable efforts to name such holder as a selling securityholder by
         means of a pre-effective amendment or, if permitted by the Commission,
         by means of a prospectus supplement to the Shelf Registration
         Statement; provided, however, that the Company and the Guarantors shall
         have no obligation to pay Special Interest to such holder for its
         failure to name such holder as a selling securityholder by means of a
         pre-effective amendment or prospectus supplement. No holder of Transfer
         Restricted Securities shall be entitled to Special Interest pursuant to
         Section 2(c) accrued after the date that is two calendar days prior to
         the Effective Time unless and until such holder shall have returned a
         completed and signed Notice and Questionnaire to the Company and the
         Subsidiary Guarantors in accordance with the requirements of this
         Exchange and Registration Rights Agreement. The Company and the
         Guarantors further agree that they shall supplement or make amendments
         to the Shelf Registration Statement, as and when required by the rules,
         regulations or instructions applicable to the registration form used by
         the Company for such Shelf Registration Statement or by the Securities
         Act or rules and regulations thereunder for shelf registration, and the
         Company and the Guarantors agree that they shall furnish to each
         Electing Holder copies of any such supplement or amendment prior to its
         being used or promptly following its filing with the Commission.

                  (c)      In the event that with respect to Transfer Restricted
         Securities (i) the Company has not filed the Exchange Registration
         Statement or Shelf Registration Statement on or before the date on
         which such registration statement is required to be filed pursuant to
         Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
         Statement or Shelf Registration Statement has not become effective or
         been declared effective by the Commission on or before the date on
         which such registration statement is required to become or be declared
         effective pursuant to Section 2(a) or 2(b), respectively, or (iii) on
         or prior to the 215th day after the Closing Date, neither the Exchange
         Offer has been consummated (if the Exchange Offer is then required to
         be made) nor the Shelf Registration Statement has been declared
         effective, or (iv) any Exchange Registration Statement or Shelf
         Registration Statement required by Section 2(a) or 2(b) hereof is filed
         and declared effective but shall thereafter during the period such
         registration statement is required herein to remain effective either be
         withdrawn by the Company or shall become subject to an effective stop
         order issued pursuant to Section 8(d) of the Securities Act suspending
         the effectiveness of such registration statement (except as
         specifically permitted herein, including pursuant to Sections 3(c)(ii)
         and 3(d)(iv)) without being succeeded immediately by an additional
         registration statement filed and declared effective (each such event
         referred to in clauses (i) through (iv), a "Registration Default" and
         each period during which a Registration Default has occurred and is
         continuing, a ("Registration Default Period"), then, the Company shall
         pay to each holder of Transfer Restricted Securities affected thereby
         as liquidated damages for such Registration Default, in addition to the
         remedies provided by Section 9(b), special interest ("Special
         Interest"), in addition to the Base Interest, shall accrue at a per
         annum rate of 0.25% for

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         the first 90 days of the Registration Default Period and at a per annum
         rate of 0.50% for the second 90 days of the Registration Default Period
         and at a per annum rate of 0.75% for the third 90 days of the
         Registration Default Period and at a per annum rate of 1.0% thereafter
         for the remaining portion of the Registration Default Period; provided,
         however, that, with respect to any Transfer Restricted Security, the
         Company will not pay Special Interest with respect to more than one
         Registration Default at a time; provided, further, that the Company
         shall have no obligation to pay Special Interest accrued after the date
         that is two calendar days prior to the Effective Time to a holder of a
         Transfer Restricted Security as a result of a Registration Default
         arising in connection with the Shelf Registration Statement unless such
         holder shall have previously returned a completed and signed Notice and
         Questionnaire to the Company and the Guarantors in accordance with the
         requirements of this Exchange and Registration Rights Agreement. All
         accrued Special Interest will be paid by the Company on each Interest
         Payment Date (as defined in the Indenture). Upon the cure of all
         Registration Defaults, Special Interest shall no longer accrue,
         provided, however, that if, after any such cure, a different
         Registration Default occurs, then the Special Interest shall again
         accrue in accordance with this Section 2(c).

                  (d)      Any reference herein to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed to be incorporated, therein by reference as of such time and any
         reference herein to any post-effective amendment to a registration
         statement as of any time shall be deemed to include any document
         incorporated, or deemed to be incorporated, therein by reference as of
         such time.

         3.       Registration Procedures.

         If the Company and the Guarantors file a registration statement
pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

                  (a)      At or before the Effective Time of the Exchange
         Registration or the Shelf Registration, as the case may be, the Company
         and the Guarantors shall qualify the Indenture under the Trust
         Indenture Act.

                  (b)      In the event that such qualification would require
         the appointment of a new trustee under the Indenture, the Company and
         the Guarantors shall appoint a new trustee thereunder pursuant to the
         applicable provisions of the Indenture.

                  (c)      In connection with the Company's and the Guarantors'
         obligations with respect to the registration of Exchange Securities as
         contemplated by Section 2(a) (the "Exchange Registration"), if
         applicable, the Company and the Guarantors shall, as soon as
         practicable (or as otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but not later than 90 days after the
                  Closing Date, an Exchange Registration Statement on any form
                  which may be utilized by the Company and which shall permit
                  the Exchange Offer and resales of Exchange Securities by
                  broker-dealers during

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                  the Resale Period to be effected as contemplated by Section
                  2(a), and use its reasonable efforts to cause such Exchange
                  Registration Statement to become effective as soon as
                  practicable thereafter, but no later than 180 days after the
                  Closing Date;

                           (ii)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such
                  Exchange Registration Statement and the prospectus included
                  therein as may be necessary to effect and maintain the
                  effectiveness of such Exchange Registration Statement for the
                  periods and purposes contemplated in Section 2(a) hereof and
                  as may be required by the applicable rules and regulations of
                  the Commission and the instructions applicable to the form of
                  such Exchange Registration Statement, and promptly provide
                  each broker-dealer holding Exchange Securities with such
                  number of copies of the prospectus included therein (as then
                  amended or supplemented), in conformity in all material
                  respects with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, as such broker-dealer reasonably may
                  request prior to the expiration of the Resale Period, for use
                  in connection with resales of Exchange Securities, provided
                  that upon the occurrence of any event that would cause any
                  such Exchange Registration Statement or prospectus contained
                  therein (A) to contain a material misstatement or omission or
                  (B) not to be effective and usable for resale of Transfer
                  Restricted Securities, either of which occurs during the
                  period that the Company is required to maintain an effective
                  and usable Exchange Registration Statement and prospectus
                  pursuant to this Exchange and Registration Rights Agreement,
                  the Company shall use it reasonable efforts to file promptly
                  an appropriate amendment or supplement to such Exchange
                  Registration Statement or prospectus, (1) in the case of
                  clause (A), correcting any such misstatement or omission, and
                  (2) in the case of clauses (A) and (B) use its reasonable
                  efforts to cause any amendment to be declared effective and
                  such Exchange Registration Statement and the prospectus to
                  become usable for their intended purpose(s) as soon as
                  practicable thereafter; provided, further notwithstanding
                  anything to the contrary set forth in this Exchange and
                  Registration Rights Agreement, during the 180-day period
                  following consummation of the Exchange Offer, the Company's
                  obligation to use its reasonable efforts to keep the Exchange
                  Registration Statement continuously effective, supplemented
                  and amended shall be suspended in the event continued
                  effectiveness of the Exchange Registration Statement would,
                  with the advice of counsel to the Company, make it advisable
                  for the Company to disclose a material financing, acquisition
                  or other corporate transaction, and the Board of Directors
                  shall have determined in good faith that such disclosure is
                  not in the best interests of the Company, but in no event will
                  any such suspension, individually or in the aggregate, exceed
                  forty-five (45) days (such suspensions being referred to
                  herein as an "Exchange Suspension Period");

                           (iii)    promptly notify each broker-dealer that has
                  requested or received from the Company copies of the
                  prospectus included in such registration

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                  statement, and confirm such advice in writing, (A) when such
                  Exchange Registration Statement or the prospectus included
                  therein or any prospectus amendment or supplement or
                  post-effective amendment has been filed, and, with respect to
                  such Exchange Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of the
                  receipt of any comments by the Commission or any request by
                  the Commission for amendments or supplements to such Exchange
                  Registration Statement or prospectus or for additional
                  information, (C) of the issuance by the Commission of any stop
                  order suspending the effectiveness of such Exchange
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company or the
                  Guarantors contemplated by Section 5 cease to be true and
                  correct in all material respects, (E) of the receipt by the
                  Company or any Subsidiary Guarantor of any notification with
                  respect to the suspension of the qualification of the Exchange
                  Securities for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose, or (F)(I) at
                  any time during the Resale Period when a prospectus is
                  required to be delivered under the Securities Act, that such
                  Exchange Registration Statement, prospectus, prospectus
                  amendment or supplement or post-effective amendment does not
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  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 in
                  light of the circumstances then existing or (II) of the
                  occurrence of an Exchange Suspension Period. Each holder of
                  Transfer Restricted Securities agrees that upon receipt of any
                  notice from the Company pursuant to this Section 3(c)(iii)(F),
                  such holder shall forthwith discontinue the disposition of
                  Transfer Restricted Securities pursuant to the Exchange
                  Registration Statement applicable to such Transfer Restricted
                  Securities until such holder shall have received copies of
                  such amended or supplemented prospectus, and if so directed by
                  the Company, such holder shall deliver to the Company (at the
                  Company's expense) all copies, other than permanent file
                  copies, then in such holder's possession of the prospectus
                  covering such Transfer Restricted Securities at the time of
                  receipt of such notice;

                           (iv)     in the event that the Company would be
                  required, pursuant to Section 3(c)(iii)(F) above, to notify
                  any broker-dealers holding Exchange Securities, promptly,
                  subject to Section 3(c)(ii) above, prepare and furnish to each
                  such holder a reasonable number of copies of a prospectus
                  supplemented or amended so that, as thereafter delivered to
                  purchasers of such Exchange Securities during the Resale
                  Period, such prospectus shall conform in all material respects
                  to the applicable requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder and shall not contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

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                           (v)      subject to the provisions in Section
                  3(c)(ii) above, use their reasonable efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  Exchange Registration Statement or any post-effective
                  amendment thereto at the earliest practicable date;

                           (vi)     use their reasonable efforts to (A) register
                  or qualify the Exchange Securities under the securities laws
                  or blue sky laws of such jurisdictions as are contemplated by
                  Section 2(a) no later than the commencement of the Exchange
                  Offer, (B) if applicable, keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions until the expiration of the Resale
                  Period and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each broker-dealer
                  holding Exchange Securities to consummate the disposition
                  thereof in such jurisdictions; provided, however, that the
                  Company or any Subsidiary Guarantor shall not be required for
                  any such purpose to (1) qualify as a foreign corporation in
                  any jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(c)(vi), (2)
                  consent to general service of process in any such jurisdiction
                  or (3) make any changes to its certificate of incorporation or
                  by-laws or any agreement between it and its stockholders;

                           (vii)    use their reasonable efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Exchange Registration, the Exchange Offer and the
                  offering and sale of Exchange Securities by broker-dealers
                  during the Resale Period;

                           (viii)   provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time;

                           (ix)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  the Company's securityholders as soon as practicable but no
                  later than eighteen months after the effective date of such
                  Exchange Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (d)      In connection with the Company's and the Guarantors'
         obligations with respect to the registration of Transfer Restricted
         Securities as contemplated by Section 2(b) pursuant to the Shelf
         Registration, if applicable, the Company and the Guarantors shall, as
         soon as practicable (or as otherwise specified):

                           (i)      prepare and file with the Commission, as
                  soon as practicable but in any case within the time periods
                  specified in Section 2(b), a Shelf Registration Statement on
                  any form which may be utilized by the Company and which shall

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                  register all of the Transfer Restricted Securities for resale
                  by the holders thereof in accordance with such method or
                  methods of disposition as may be specified by such of the
                  holders as, from time to time, may be Electing Holders and use
                  their best efforts to cause such Shelf Registration Statement
                  to become effective as soon as practicable but in any case
                  within the time periods specified in Section 2(b);

                           (ii)     not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Transfer Restricted
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of Transfer
                  Restricted Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Transfer Restricted Securities
                  shall have at least 28 calendar days from the date on which
                  the Notice and Questionnaire is first mailed to such holders
                  to return a completed and signed Notice and Questionnaire to
                  the Company;

                           (iii)    after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder who is
                  a subsequent transferee after such Effective Time of
                  Securities that are then registered for resale pursuant to the
                  Shelf Registration Statement, promptly send a Notice and
                  Questionnaire to such holder; provided that the Company and
                  the Guarantors shall not be required to take any action to
                  name such holder as a selling securityholder in the Shelf
                  Registration Statement or to enable such holder to use the
                  prospectus forming a part thereof for resales of Registrable
                  Securities until such holder has returned a completed and
                  signed Notice and Questionnaire to the Company;

                           (iv)     as soon as practicable prepare and file with
                  the Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission, provided that upon
                  the occurrence of any event that would cause any such Shelf
                  Registration Statement or the prospectus contained therein (A)
                  to contain a material misstatement or omission or (B) not to
                  be effective and usable for resale of Transfer Restricted
                  Securities, either of which occurs during the period that the
                  Company is required to maintain an effective and usable Shelf
                  Registration Statement and prospectus pursuant to this
                  Exchange and Registration Rights Agreement, the Company shall
                  use its reasonable efforts to file promptly an appropriate
                  amendment or supplement to such Registration Statement or

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                  prospectus, (1) in the case of clause (A), correcting any such
                  misstatement or omission, and (2) in the case of clauses (A)
                  and (B) use its reasonable efforts to cause any amendment to
                  be declared effective and such Shelf Registration Statement
                  and the related prospectus to become usable for their intended
                  purpose(s) as soon as practicable thereafter; provided further
                  notwithstanding anything to the contrary set forth in this
                  Exchange and Registration Rights Agreement, the Company's
                  obligations to use its reasonable efforts to keep the Shelf
                  Registration Statement continuously effective, supplemented
                  and amended shall be suspended in the event continued
                  effectiveness of the Shelf Registration Statement would, with
                  the advice of counsel to the Company, make it advisable for
                  the Company to disclose a material financing, acquisition or
                  other corporate transaction, and the Board of Directors shall
                  have determined in good faith that such disclosure is not in
                  the best interests of the Company, but in any 365-day period,
                  no suspension shall be for a period of more than forty-five
                  (45) consecutive days, all suspensions shall not exceed an
                  aggregate of sixty (60) days (such suspensions being referred
                  to herein as a "Shelf Suspension Period");

                           (v)      comply with the provisions of the Securities
                  Act with respect to the disposition of all of the Transfer
                  Restricted Securities covered by such Shelf Registration
                  Statement in accordance with the intended methods of
                  disposition by the Electing Holders provided for in such Shelf
                  Registration Statement;

                           (vi)     provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to review and comment on such
                  Shelf Registration Statement, each prospectus included therein
                  or filed with the Commission and each amendment or supplement
                  thereto; provided that the Company shall not be required to
                  take any actions under this Section 3(d)(vi) that are not, in
                  the reasonable opinion of counsel for the Company in
                  compliance with applicable law.

                           (vii)    for a reasonable period prior to the filing
                  of such Shelf Registration Statement, and throughout the
                  period specified in Section 2(b), make available at reasonable
                  times at the Company's principal place of business or such
                  other reasonable place for inspection by the persons referred
                  to in Section 3(d)(vi) who shall certify to the Company that
                  they have a current intention to sell the Transfer Restricted
                  Securities pursuant to the Shelf Registration such financial
                  and other information and books and records of the Company and
                  the Guarantors, and cause the officers, employees, counsel and
                  independent certified public accountants of the Company or the
                  Guarantors, as the case may be, to respond to such inquiries,
                  as shall be reasonably necessary, in the judgment of the
                  respective counsel referred to in such Section, to conduct a
                  reasonable investigation within the

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                  meaning of Section 11 of the Securities Act; provided,
                  however, that each such party shall be required to maintain in
                  confidence and not to disclose to any other person any
                  information or records reasonably designated by the Company or
                  the Guarantors as being confidential, until such time as (A)
                  such information becomes a matter of public record (whether by
                  virtue of its inclusion in such registration statement or
                  otherwise), or (B) such person shall be required so to
                  disclose such information pursuant to a subpoena or order of
                  any court or other governmental agency or body having
                  jurisdiction over the matter (subject to the requirements of
                  such order, and only after such person shall have given the
                  Company prompt prior written notice of such requirement), or
                  (C) after the Effective Time and after having requested, in
                  writing, that the Company include such information in such
                  Shelf Registration Statement or an amendment or supplement
                  thereto, and neither such request has been accepted by the
                  Company within 14 calendar days of such request nor a Shelf
                  Suspension Period is in effect, such information, in the
                  reasonable judgment of such party pursuant to advice of
                  counsel, is required to be set forth in such Shelf
                  Registration Statement or the prospectus included therein or
                  in an amendment to such Shelf Registration Statement or an
                  amendment or supplement to such prospectus in order that such
                  Shelf Registration Statement, prospectus, amendment or
                  supplement, as the case may be, complies with applicable
                  requirements of the federal securities laws and the rules and
                  regulations of the Commission and does not contain an untrue
                  statement of a material fact or omit to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing;

                           (viii)   promptly notify each of the Electing
                  Holders, any sales or placement agent therefor and any
                  underwriter thereof (which notification may be made through
                  any managing underwriter that is a representative of such
                  underwriter for such purpose) and confirm such advice in
                  writing, (A) when such Shelf Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of the receipt of any comments by the Commission with
                  respect thereto or any request by the Commission for
                  amendments or supplements to such Shelf Registration Statement
                  or prospectus or for additional information, (C) of the
                  issuance by the Commission of any stop order suspending the
                  effectiveness of such Shelf Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,
                  (D) if at any time the representations and warranties of the
                  Company contemplated by Section 3(d)(xvii) or Section 5 cease
                  to be true and correct in all material respects, (E) of the
                  receipt by the Company of any notification with respect to the
                  suspension of the qualification of the Transfer Restricted
                  Securities for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose, or (F)(i) if
                  at any time when a prospectus is required to be delivered
                  under the Securities Act, that such Shelf Registration
                  Statement, prospectus, prospectus

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                  amendment or supplement or post-effective amendment does not
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  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 in
                  light of the circumstances then existing or (ii) the
                  occurrence of a Shelf Suspension Period;

                           (ix)     subject to the provisions in Section 3(d)
                  (iv) use their reasonable efforts to obtain the withdrawal of
                  any order suspending the effectiveness of such registration
                  statement or any post-effective amendment thereto at the
                  earliest practicable date;

                           (x)      if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Transfer Restricted
                  Securities, including information with respect to the
                  principal amount of Transfer Restricted Securities being sold
                  by such Electing Holder or agent or to any underwriters, the
                  name and description of such Electing Holder, agent or
                  underwriter, the offering price of such Transfer Restricted
                  Securities and any discount, commission or other compensation
                  payable in respect thereof, the purchase price being paid
                  therefor by such underwriters and with respect to any other
                  terms of the offering of the Transfer Restricted Securities to
                  be sold by such Electing Holder or agent or to such
                  underwriters; and make all required filings of such prospectus
                  supplement or post-effective amendment promptly after
                  notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

                           (xi)     furnish to each Electing Holder, each
                  placement or sales agent, if any, therefor, each underwriter,
                  if any, thereof and the respective counsel referred to in
                  Section 3(d)(vi) a conformed copy of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Transfer Restricted Securities, upon
                  request) and, to the extent requested, documents incorporated
                  by reference therein) and such number of copies of such Shelf
                  Registration Statement (excluding exhibits thereto and
                  documents incorporated by reference therein unless
                  specifically so requested by such Electing Holder, agent or
                  underwriter, as the case may be) and of the prospectus
                  included in such Shelf Registration Statement (including each
                  preliminary prospectus and any summary prospectus), in
                  conformity in all material respects with the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder,
                  and such other documents, as such Electing Holder,

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                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Transfer Restricted Securities owned by such Electing Holder,
                  offered or sold by such agent or underwritten by such
                  underwriter and to permit such Electing Holder, agent and
                  underwriter to satisfy the prospectus delivery requirements of
                  the Securities Act; and the Company and the Guarantors hereby
                  consent, unless they have otherwise notified the Electing
                  Holder under Section 3(d)(iv) or 3(d)(viii) hereof, to the use
                  of such prospectus (including such preliminary and summary
                  prospectus) and any amendment or supplement thereto by each
                  such Electing Holder and by any such agent and underwriter, in
                  each case in the form most recently provided to such person by
                  the Company and the Guarantors, in connection with the
                  offering and sale of the Transfer Restricted Securities
                  covered by the prospectus (including such preliminary and
                  summary prospectus) or any supplement or amendment thereto;

                           (xii)    use their reasonable efforts to (A) register
                  or qualify the Transfer Restricted Securities to be included
                  in such Shelf Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder and each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Securities pursuant to such Shelf
                  Registration Statement and (C) take any and all other actions
                  as may be reasonably necessary or advisable to enable each
                  such Electing Holder, agent, if any, and underwriter, if any,
                  to consummate the disposition in such jurisdictions of such
                  Transfer Restricted Securities; provided, however, that the
                  Company or any Subsidiary Guarantor shall not be required for
                  any such purpose to (1) qualify as a foreign corporation in
                  any jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(d)(xii),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                           (xiii)   use their reasonable efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Shelf Registration or the offering or sale in
                  connection therewith or to enable the selling holder or
                  holders to offer, or to consummate the disposition of, their
                  Transfer Restricted Securities;

                           (xiv)    Unless any Transfer Restricted Securities
                  shall be in book-entry only form, cooperate with the Electing
                  Holders and the managing underwriters, if any, to facilitate
                  the timely preparation and delivery of certificates
                  representing Transfer Restricted Securities to be sold, which
                  certificates, if so required by any securities exchange upon
                  which any Registrable Securities are listed, shall be

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                  printed, lithographed or engraved, or produced by any
                  combination of such methods, on steel engraved borders, and
                  which certificates shall not bear any restrictive legends;
                  and, in the case of an underwritten offering, enable such
                  Transfer Restricted Securities to be in such denominations and
                  registered in such names as the managing underwriters may
                  request at least two business days prior to any sale of the
                  Transfer Restricted Securities;

                           (xv)    provide a CUSIP number for all Transfer
                  Restricted Securities, not later than the applicable Effective
                  Time;

                           (xvi)   enter into one or more underwriting
                  agreements, engagement letters, agency agreements, "best
                  efforts" underwriting agreements or similar agreements, as
                  appropriate, including customary provisions relating to
                  indemnification and contribution, and take such other actions
                  in connection therewith as any Electing Holders aggregating at
                  least 20% in aggregate principal amount of the Transfer
                  Restricted Securities at the time outstanding shall request in
                  order to expedite or facilitate the disposition of such
                  Transfer Restricted Securities;

                           (xvii)  whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made
                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  20% in aggregate principal amount of the Transfer Restricted
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Shelf Registration Statement (and if such Shelf
                  Registration Statement contemplates an underwritten offering
                  of a part or all of the Transfer Restricted Securities, dated
                  the date of the closing under the underwriting agreement
                  relating thereto) (it being agreed that the matters to be
                  covered by such opinion shall include the due incorporation
                  and good standing of the Company and the Guarantors; the
                  qualification of each of the Company and the Guarantors to
                  transact business as foreign corporations; the due
                  authorization, execution and delivery of the relevant
                  agreement of the type referred to in Section 3(d)(xvi) hereof;
                  the due authorization, execution, authentication and issuance,
                  and the validity and enforceability, of the Securities; the
                  absence of knowledge of such counsel of material legal or
                  governmental proceedings involving the Company;

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                  the absence of a breach by the Company or any of its
                  subsidiaries of, or a default under material agreements
                  binding upon the Company or any subsidiary; the absence of
                  governmental approvals required to be obtained in connection
                  with the Shelf Registration, the offering and sale of the
                  Transfer Restricted Securities, this Exchange and Registration
                  Rights Agreement or any agreement of the type referred to in
                  Section 3(d)(xvi) hereof, except such approvals as are
                  referenced in the Shelf Registration Statement or as may be
                  required under state securities or blue sky laws; the material
                  compliance as to form of such Shelf Registration Statement and
                  any documents incorporated by reference therein and of the
                  Indenture with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, respectively; and, as of the date of
                  the opinion and of the Shelf Registration Statement or most
                  recent post-effective amendment thereto, as the case may be, a
                  statement as to the absence of any facts having come to such
                  counsel's attention that cause such counsel to believe that,
                  as of the date of such opinion, such Shelf Registration
                  Statement and the prospectus included therein, as then amended
                  or supplemented, and the documents incorporated by reference
                  therein (in each case other than the financial statements and
                  related schedules and other financial information contained
                  therein) in the case of the Shelf Registration Statement,
                  contained an untrue statement of material fact or omitted to
                  state a material fact necessary to make the statements therein
                  not misleading, and in the case of the documents incorporated
                  by reference and the prospectus, contained an untrue statement
                  of a material fact or omitted to state a material fact
                  necessary to make the statements therein in light of the
                  circumstances under which they were made, not misleading; (C)
                  obtain a comfort letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; and (D) deliver such documents and certificates,
                  including officers' certificates, as may be reasonably
                  requested by any Electing Holders of at least 20% in aggregate
                  principal amount of the Transfer Restricted Securities at the
                  time outstanding or the placement or sales agent, if any,
                  therefor and the managing underwriters, if any, thereof to
                  evidence the accuracy of the

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                  representations and warranties made pursuant to clause (A)
                  above or those contained in Section 5(a) hereof and the
                  compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company and (E) undertake such
                  obligations relating to expense reimbursement, indemnification
                  and contribution as are provided in Section 6 hereof;

                           (xviii) notify in writing each holder of Transfer
                  Restricted Securities of any proposal by the Company to amend
                  or waive any provision of this Exchange and Registration
                  Rights Agreement pursuant to Section 9(h) hereof and of any
                  amendment or waiver effected pursuant thereto, each of which
                  notices shall contain the text of the amendment or waiver
                  proposed or effected, as the case may be;

                           (xix)  in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Transfer
                  Restricted Securities or participate as a member of an
                  underwriting syndicate or selling group or "assist in the
                  distribution" (within the meaning of the Conduct Rules (the
                  "Conduct Rules) of the National Association of Securities
                  Dealers, Inc. ("NASD") or any successor thereto, as amended
                  from time to time) thereof, whether as a holder of such
                  Transfer Restricted Securities or as an underwriter, a
                  placement or sales agent or a broker or dealer in respect
                  thereof, or otherwise, assist such broker-dealer in complying
                  with the requirements of such Conduct Rules, including by (A)
                  if such Conduct Rules shall so require, engaging a "qualified
                  independent underwriter" (as defined in such Conduct Rules) to
                  participate in the preparation of the Shelf Registration
                  Statement relating to such Transfer Restricted Securities, to
                  exercise usual standards of due diligence in respect thereto
                  and, if any portion of the offering contemplated by such Shelf
                  Registration Statement is an underwritten offering or is made
                  through a placement or sales agent, to recommend the yield of
                  such Transfer Restricted Securities, (B) indemnifying any such
                  qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter), and (C) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Conduct
                  Rules; and

                           (xx)   comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its securityholders as soon as practicable but in any event
                  not later than eighteen months after the effective date of
                  such Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (e) In the event that the Company and the Guarantors
         would be required, pursuant to Section 3(d)(viii)(F) above, to notify
         the Electing Holders, the placement or

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         sales agent, if any, therefor and the managing underwriters, if any,
         thereof, the Company and the Guarantors shall promptly, subject to
         Section 3(d)(iv), prepare and furnish to each of the Electing Holders,
         to each placement or sales agent, if any, and to each such underwriter,
         if any, a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of Transfer
         Restricted Securities, such prospectus shall conform in all material
         respects to the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder and shall not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing. Each Electing Holder agrees that upon
         receipt of any notice from the Company pursuant to Section 3(d)(viii)
         (F) hereof, such Electing Holder shall forthwith discontinue the
         disposition of Transfer Restricted Securities pursuant to the Shelf
         Registration Statement applicable to such Transfer Restricted
         Securities until such Electing Holder shall have received copies of
         such amended or supplemented prospectus, and if so directed by the
         Company, such Electing Holder shall deliver to the Company (at the
         Company's expense) all copies, other than permanent file copies, then
         in such Electing Holder's possession of the prospectus covering such
         Transfer Restricted Securities at the time of receipt of such notice.

                 (f)       In the event of a Shelf Registration, in addition to
         the information required to be provided by each Electing Holder in its
         Notice and Questionnaire, the Company and the Guarantors may require
         such Electing Holder to furnish to the Company and the Guarantors such
         additional information regarding such Electing Holder and such Electing
         Holder's intended method of distribution of Transfer Restricted
         Securities as may be required in order to comply with the Securities
         Act. Each such Electing Holder agrees to notify the Company as promptly
         as practicable of any inaccuracy or change in information previously
         furnished by such Electing Holder to the Company or of the occurrence
         of any event in either case as a result of which any prospectus
         relating to such Shelf Registration contains or would contain an untrue
         statement of a material fact regarding such Electing Holder or such
         Electing Holder's intended method of disposition of such Transfer
         Restricted Securities or omits to state any material fact regarding
         such Electing Holder or such Electing Holder's intended method of
         disposition of such Transfer Restricted Securities required to be
         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing, and promptly to
         furnish to the Company any additional information required to correct
         and update any previously furnished information or required so that
         such prospectus shall not contain, with respect to such Electing Holder
         or the disposition of such Transfer Restricted Securities, an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing.

                  (g)      Until the expiration of two years after the Closing
         Date, the Company will not, and will not permit any of the Guarantors
         and other "affiliates" (as defined in Rule 144 under the Securities
         Act) to resell any of the Securities that have been reacquired by

                                       20

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                                                                  EXECUTION COPY

         any of them except pursuant to an effective registration statement
         under the Securities Act.

                  (h)      Upon (i) the filing of any Exchange Registration
         Statement or Shelf Registration Statement and (ii) upon the
         effectiveness of any Exchange Registration Statement or Shelf
         Registration, announce the same, in each case, by release to Reuters
         Economic Services and Bloomberg Business news.

                  (i)      As a condition to its participation in the Exchange
         Offer pursuant to the terms of this Exchange and Registration Rights
         Agreement, each holder of Transfer Restricted Securities shall furnish,
         upon written request of the Company or any of the Subsidiary
         Guarantors, prior to the completion of the Exchange Offer, a written
         representation to the Company, (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 or any of
         the Subsidiary Guarantors, (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 Securities to
         be issued in the Exchange Offer and (C) it is acquiring the Exchange
         Securities in its ordinary course of business. Each holder hereby
         acknowledges and agrees that any broker-dealer and any such holder
         using the Exchange Offer to participate in a distribution of the
         securities to be acquired in the Exchange Offer (1) could not under
         Commission policy as in effect on the date of this Exchange and
         Registration Rights 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, 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 securityholder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Securities obtained by such holder
         in exchange for securities acquired by such holder directly from the
         Company or an affiliate thereof.

         4.       Registration Expenses.

         The Company and the Guarantors agree that the Company shall bear and
pay or cause to be paid promptly all expenses incident to the Company's
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including any fees
and disbursements of counsel for the Electing Holders (subject to the
limitations of Clause (i) below) or underwriters in connection with such
qualification and determination, (c) all expenses relating

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to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the
Transfer Restricted Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Transfer Restricted Securities or any placement or
sales agent therefor or underwriter thereof, the Company shall reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or
paid promptly after receipt of a request therefor. Notwithstanding the
foregoing, the holders of the Transfer Restricted Securities being registered
shall pay all agency fees and commissions and underwriting discounts and
commissions attributable to the sale of such Transfer Restricted Securities and
the fees and disbursements of any counsel or other advisors or experts retained
by such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

         5.       Representations and Warranties.

         The Company and the Guarantors represent and warrant to, and agree
with, each Purchaser and each of the holders from time to time of Transfer
Restricted Securities that:

                  (a)      Each registration statement covering Transfer
         Restricted Securities and each prospectus (including any preliminary or
         summary prospectus) contained therein or furnished pursuant to Section
         3(d) or Section 3(c) hereof and any further amendments or supplements
         to any such registration statement or prospectus, when it becomes
         effective or is filed with the Commission, as the case may be, and, in
         the case of an underwritten offering of Transfer Restricted Securities,
         at the time of the closing under the underwriting agreement relating
         thereto, will conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules

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         and regulations of the Commission thereunder and will not contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading; and at all times subsequent to the Effective
         Time when a prospectus would be required to be delivered under the
         Securities Act, other than from (i) such time as a notice has been
         given to holders of Registrable Securities pursuant to Section
         3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as
         the Company furnishes an amended or supplemented prospectus pursuant to
         Section 3(e) or Section 3(c)(iv) hereof, each such registration
         statement, and each prospectus (including any summary prospectus)
         contained therein or furnished pursuant to Section 3(d) or Section 3(c)
         hereof, as then amended or supplemented, will conform in all material
         respects to the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in the light of
         the circumstances then existing; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a holder of Transfer Restricted
         Securities expressly for use therein.

                  (b)      Any documents incorporated by reference in any
         prospectus referred to in Section 5(a) hereof, when they become or
         became effective or are or were filed with the Commission, as the case
         may be, will conform or conformed in all material respects to the
         requirements of the Securities Act or the Exchange Act, as applicable,
         and none of such documents will contain or contained an untrue
         statement of a material fact or will omit or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; provided, however, that this
         representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by a holder of Transfer Restricted
         Securities expressly for use therein.

                  (c)      The compliance by the Company and the Guarantors with
         all of the provisions of this Exchange and Registration Rights
         Agreement and the consummation of the transactions herein contemplated
         will not conflict with or result in a breach of any of the terms or
         provisions of, or constitute a default under, any (i) indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which the Company or any subsidiary of the Company is a
         party or by which the Company or any subsidiary of the Company is bound
         or to which any of the property or assets of the Company or any
         subsidiary of the Company is subject except for such conflicts,
         preaches, violations or defaults that would not result in a Material
         Adverse Effect, (ii) nor will such action result in any violation of
         (A) the provisions of the certificate of incorporation, as amended, or
         the by-laws of the Company or any Subsidiary Guarantor or (B) any
         applicable statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         subsidiary of the Company or any of their properties, except for such
         violations in (ii)(B) that would not result in a Material Adverse
         Effect; and (iii) no consent, approval, authorization, order,
         registration or

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         qualification of or with any such court or governmental agency or body
         is required for the consummation by the Company and the Guarantors of
         the transactions contemplated by this Exchange and Registration Rights
         Agreement, except the registration under the Securities Act of the
         Securities, qualification of the Indenture under the Trust Indenture
         Act and such consents, approvals, authorizations, registrations or
         qualifications as may be required under State securities or blue sky
         laws in connection with the offering and distribution of the
         Securities.

                  (d)      This Exchange and Registration Rights Agreement has
         been duly authorized, executed and delivered by the Company and the
         Guarantors.

         6.       Indemnification.

                  (a)      Indemnification by the Company and the Guarantors.
         The Company and the Guarantors will indemnify and hold harmless each of
         the holders of Transfer Restricted Securities included in an Exchange
         Registration Statement, each of the Electing Holders of Transfer
         Restricted Securities included in a Shelf Registration Statement and
         each person who participates as a placement or sales agent or as an
         underwriter in any offering or sale of such Transfer Restricted
         Securities against any losses, claims, damages or liabilities, joint or
         several, to which such holder, agent or underwriter may become subject
         under the Securities Act or otherwise, insofar as such losses, claims,
         damages or liabilities (or actions in respect thereof) arise out of or
         are based upon an untrue statement or alleged untrue statement of a
         material fact contained in any Exchange Registration Statement or Shelf
         Registration Statement, as the case may be, under which such Transfer
         Restricted Securities were registered under the Securities Act, or any
         preliminary, final or summary prospectus contained therein or furnished
         by the Company or the Guarantors to any such holder, Electing Holder,
         agent or underwriter, or any amendment or supplement thereto, or arise
         out of or are based upon an untrue statement of material fact or the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading,
         and the Company shall, and it hereby agrees to, reimburse such holder,
         such Electing Holder, such agent and such underwriter for any legal or
         other expenses reasonably incurred by them in connection with
         investigating or defending any such action or claim as such expenses
         are incurred; provided, however, that neither the Company nor the
         Guarantors shall be liable to any such person in any such case to the
         extent that any such loss, claim, damage or liability arises out of or
         is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission made in such registration statement, or
         preliminary, final or summary prospectus, or amendment or supplement
         thereto, in reliance upon and in conformity with written information
         furnished to the Company or the Guarantors by such person expressly for
         use therein.

                  (b)      Indemnification by the Holders and any Agents and
         Underwriters. The Company and the Guarantors may require, as a
         condition to including any Transfer Restricted Securities in any
         registration statement filed pursuant to Section 2(b) hereof

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         and to entering into any underwriting agreement with respect thereto,
         that the Company and the Guarantors shall have received an undertaking
         reasonably satisfactory to it from the Electing Holder of such Transfer
         Restricted Securities and from each underwriter named in any such
         underwriting agreement, severally and not jointly, to (i) indemnify and
         hold harmless the Company, the Guarantors and all other holders of
         Transfer Restricted Securities, against any losses, claims, damages or
         liabilities to which the Company, the Guarantors or such other holders
         of Transfer Restricted Securities may become subject, under the
         Securities Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon an untrue statement or alleged untrue statement of a material fact
         contained in such registration statement, or any preliminary, final or
         summary prospectus contained therein or furnished by the Company or the
         Guarantors to any such Electing Holder, agent or underwriter, or any
         amendment or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, in each case to the extent, but only to the extent, that
         such untrue statement or alleged untrue statement or omission or
         alleged omission was made in reliance upon and in conformity with
         written information furnished to the Company or the Guarantors by such
         Electing Holder, agent or underwriter expressly for use therein, and
         (ii) reimburse the Company and the Guarantors for any legal or other
         expenses reasonably incurred by the Company and the Guarantors in
         connection with investigating or defending any such action or claim as
         such expenses are incurred; provided, however, that no such Electing
         Holder shall be required to undertake liability to any person under
         this Section 6(b) for any amounts in excess of the dollar amount of the
         proceeds to be received by such Electing Holder from the sale of such
         Electing Holder's Registrable Securities pursuant to such registration.

                  (c)      Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written notice
         of the commencement of any action, such indemnified party shall, if a
         claim in respect thereof is to be made against an indemnifying party
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action; but the omission so to notify the
         indemnifying party shall not relieve the indemnifying party from any
         liability which it may have to any indemnified party otherwise than
         under the indemnification provisions of or contemplated by Section 6(a)
         or 6(b) hereof. In case any such action shall be brought against any
         indemnified party and it shall notify an indemnifying party of the
         commencement thereof, such indemnifying party shall be entitled to
         participate therein and, to the extent that it shall wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel reasonably satisfactory to such indemnified party
         (who shall not, except with the consent of the indemnified party, be
         counsel to the indemnifying party), and, after notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof, such indemnifying party shall not be liable
         to such indemnified party for any legal expenses of other counsel or
         any other expenses, in each case subsequently incurred by such
         indemnified party, in connection with the defense thereof other than
         reasonable costs of investigation. No indemnifying party shall, without
         the written

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         consent of the indemnified party, effect the settlement or compromise
         of, or consent to the entry of any judgment with respect to, any
         pending or threatened action or claim in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified party is an actual or potential party to such action or
         claim) unless such settlement, compromise or judgment (i) includes an
         unconditional release of the indemnified party from all liability
         arising out of such action or claim and (ii) does not include a
         statement as to or an admission of fault, culpability or a failure to
         act by or on behalf of any indemnified party.

                  (d)      Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) are unavailable
         to or insufficient to hold harmless an indemnified party in respect of
         any losses, claims, damages or liabilities (or actions in respect
         thereof) referred to therein, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of such losses, claims, damages or liabilities (or actions in
         respect thereof) in such proportion as is appropriate to reflect the
         relative fault of the indemnifying party and the indemnified party in
         connection with the statements or omissions which resulted in such
         losses, claims, damages or liabilities (or actions in respect thereof),
         as well as any other relevant equitable considerations. The relative
         fault of such indemnifying party and indemnified party shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or omission or alleged
         omission to state a material fact relates to information supplied by
         such indemnifying party or by such indemnified party, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The parties hereto agree
         that it would not be just and equitable if contributions pursuant to
         this Section 6(d) were determined by pro rata allocation (even if the
         holders or any agents or underwriters or all of them 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
         this Section 6(d). The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages, or liabilities (or actions
         in respect thereof) referred to above shall be deemed to include any
         legal or other fees or expenses reasonably incurred by such indemnified
         party in connection with investigating or defending any such action or
         claim. Notwithstanding the provisions of this Section 6(d), no holder
         shall be required to contribute any amount in excess of the amount by
         which the dollar amount of the proceeds received by such holder from
         the sale of any Transfer Restricted Securities (after deducting any
         fees, discounts and commissions applicable thereto) exceeds 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, and no underwriter shall be required to contribute
         any amount in excess of the amount by which the total price at which
         the Transfer Restricted Securities underwritten by it and distributed
         to the public were offered to the public exceeds the amount of any
         damages which such underwriter has otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent

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         misrepresentation. The holders' and any underwriters' obligations in
         this Section 6(d) to contribute shall be several in proportion to the
         principal amount of Transfer Restricted Securities registered or
         underwritten, as the case may be, by them and not joint.

                  (e)      The obligations of the Company and the Guarantors
         under this Section 6 shall be in addition to any liability which the
         Company or the Guarantors may otherwise have and shall extend, upon the
         same terms and conditions, to each officer, director and partner of
         each holder, agent and underwriter and each person, if any, who
         controls any holder, agent or underwriter within the meaning of the
         Securities Act; and the obligations of the holders and any agents or
         underwriters contemplated by this Section 6 shall be in addition to any
         liability which the respective holder, agent or underwriter may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company and the Guarantors (including
         any person who, with his consent, is named in any registration
         statement as about to become a director of the Company or the
         Guarantors) and to each person, if any, who controls the Company or the
         Guarantors within the meaning of the Securities Act.

         7.       Underwritten Offerings.

                  (a)      Selection of Underwriters. If any of the Transfer
         Restricted Securities covered by the Shelf Registration are to be sold
         pursuant to an underwritten offering, the managing underwriter or
         underwriters thereof shall be designated by Electing Holders holding at
         least a majority in aggregate principal amount of the Transfer
         Restricted Securities to be included in such offering, provided that
         such designated managing underwriter or underwriters is or are
         reasonably acceptable to the Company.

                  (b)      Participation by Holders. Each holder of Transfer
         Restricted Securities hereby agrees with each other such holder that no
         such holder may participate in any underwritten offering hereunder
         unless such holder (i) agrees to sell such holder's Transfer Restricted
         Securities on the basis provided in any underwriting arrangements
         approved by the persons entitled hereunder to approve such arrangements
         and (ii) completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents reasonably
         required under the terms of such underwriting arrangements.

         8.       Rule 144.

         The Company and the Guarantors covenant to the holders of Transfer
Restricted Securities that, to the extent they shall be required to do so under
the Exchange Act, the Company and the Guarantors shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the
Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Transfer

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Restricted Securities without registration under the Securities Act within the
limitations of the exemption provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Transfer Restricted Securities in connection with that holder's sale pursuant
to Rule 144, the Company and the Guarantors shall deliver to such holder a
written statement as to whether it has complied with such requirements.

         9.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company and the
         Guarantors represent, warrant, covenant and agree that they have not
         granted, and shall not grant, registration rights with respect to
         Transfer Restricted Securities or any other securities which would be
         inconsistent with the terms contained in this Exchange and Registration
         Rights Agreement.

                  (b)      Specific Performance. The parties hereto acknowledge
         that there would be no adequate remedy at law if the Company or any
         Subsidiary Guarantor fails to perform any of their obligations
         hereunder and that the Purchasers and the holders from time to time of
         the Transfer Restricted Securities may be irreparably harmed by any
         such failure, and accordingly agree that the Purchasers and such
         holders, in addition to any other remedy to which they may be entitled
         at law or in equity, shall be entitled to compel specific performance
         of the respective obligations of the Company or such Guarantor under
         this Exchange and Registration Rights Agreement in accordance with the
         terms and conditions of this Exchange and Registration Rights
         Agreement, in any court of the United States or any State thereof
         having jurisdiction.

                  (c)      Notices. All notices, requests, claims, demands,
         waivers and other communications hereunder shall be in writing and
         shall be deemed to have been duly given when delivered by hand, if
         delivered personally or by courier, or three days after being deposited
         in the mail (registered or certified mail, postage prepaid, return
         receipt requested) as follows: If to the Company and the Guarantors, to
         the attention of the Company and the Guarantors at 2700 North First
         Street, San Jose, California, 95134, and if to a holder, to the address
         of such holder set forth in the security register or other records of
         the Company, or to such other address as the Company or any such holder
         may have furnished to the other in writing in accordance herewith,
         except that notices of change of address shall be effective only upon
         receipt.

                  (d)      Parties in Interest. All the terms and provisions of
         this Exchange and Registration Rights Agreement shall be binding upon,
         shall inure to the benefit of and shall be enforceable by the parties
         hereto and the holders from time to time of the Transfer Restricted
         Securities and the respective successors and assigns of the parties
         hereto and such holders. In the event that any transferee of any holder
         of Transfer Restricted Securities shall acquire Transfer Restricted
         Securities, in any manner, whether by gift, bequest, purchase,
         operation of law or otherwise, such transferee shall, without any
         further writing or action of any kind, be deemed a beneficiary hereof
         for all purposes

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         and such Transfer Restricted Securities shall be held subject to all of
         the terms of this Exchange and Registration Rights Agreement, and by
         taking and holding such Transfer Restricted Securities such transferee
         shall be entitled to receive the benefits of, and be conclusively
         deemed to have agreed to be bound by all of the applicable terms and
         provisions of this Exchange and Registration Rights Agreement. If the
         Company shall so request, any such successor, assign or transferee
         shall agree in writing to acquire and hold the Transfer Restricted
         Securities subject to all of the applicable terms hereof.

                  (e)      Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         holder of Transfer Restricted Securities, any director, officer or
         partner of such holder, any agent or underwriter or any director,
         officer or partner thereof, or any controlling person of any of the
         foregoing, and shall survive delivery of and payment for the Transfer
         Restricted Securities pursuant to the Purchase Agreement and the
         transfer and registration of Transfer Restricted Securities by such
         holder and the consummation of an Exchange Offer.

                  (F)      GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS
         AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NEW YORK.

                  (g)      Headings. The descriptive headings of the several
         Sections and paragraphs of this Exchange and Registration Rights
         Agreement are inserted for convenience only, do not constitute a part
         of this Exchange and Registration Rights Agreement and shall not affect
         in any way the meaning or interpretation of this Exchange and
         Registration Rights Agreement.

                  (h)      Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indenture and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the holders of at
         least a majority in aggregate principal amount of the Transfer
         Restricted Securities at the time outstanding. Each holder of any
         Transfer Restricted Securities at the time or thereafter outstanding
         shall be bound by any amendment or waiver effected pursuant to this
         Section 9(h), whether or not any notice, writing or marking indicating
         such amendment or waiver appears on such Transfer Restricted Securities
         or is delivered to such holder.

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                  (i)      Inspection. For so long as this Exchange and
         Registration Rights Agreement shall be in effect, this Exchange and
         Registration Rights Agreement and a complete list of the names and
         addresses of all the holders of Transfer Restricted Securities shall be
         made available for inspection and copying on any business day by any
         holder of Transfer Restricted Securities for proper purposes only
         (which shall include any purpose related to the rights of the holders
         of Transfer Restricted Securities under the Securities, the Indenture
         and this Agreement) at the offices of the Company at the address
         thereof set forth in Section 9(c) above and at the office of the
         Trustee under the Indenture.

                  (j)      Counterparts. This agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.

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                                                                  EXECUTION COPY

                  If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Purchasers, this letter and such
acceptance hereof shall constitute a binding agreement among each of the
Purchasers, the Company and the Guarantors. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the
authority set forth in a form of Agreement among Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.

                                     Very truly yours,

                                     THE COMPANY

                                     SANMINA-SCI CORPORATION

                                     By: /s/ Rick R. Ackel
                                        ____________________________________
                                        Name:    Rick R. Ackel
                                        Title:   Executive Vice President
                                                 and Chief Financial Officer

                                     By: /s/ Walter Boileau
                                        ____________________________________
                                        Name:    Walter Boileau
                                        Title:   Treasurer

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                                     GUARANTORS

                                     COMPATIBLE MEMORY, INC.

                                     ESSEX ACQUISITION SUBSIDIARY, INC.

                                     HADCO CORPORATION

                                     HADCO SANTA CLARA, INC.

                                     INTERAGENCY, INC.

                                     INTERWORKS COMPUTER PRODUCTS

                                     MANU-TRONICS, INC.

                                     MOOSE ACQUISITION SUBSIDIARY, INC.

                                     SANMINA CANADA HOLDINGS, INC.

                                     SANMINA ENCLOSURE SYSTEMS USA INC.

                                     SANMINA-SCI SYSTEMS (ALABAMA) INC.

                                     SANMINA-SCI SYSTEMS ENCLOSURES, LLC

                                     SCI ENCLOSURES (DENTON), INC.

                                     SCI HOLDINGS, INC.

                                     SCI SYSTEMS, INC.

                                     SCI TECHNOLOGY, INC.

                                     SCIMEX, INC.

                                     VIKING COMPONENTS INCORPORATED

                                     All by: /s/ Rick R. Ackel
                                            ____________________________________
                                            Name: Rick R. Ackel
                                            Title: Chief Financial Officer

                                       32

<PAGE>

                                                                  EXECUTION COPY

                                     GUARANTORS

                                     SCI PLANT NO. 2, L.L.C.

                                     SCI PLANT NO. 3, L.L.C.

                                     SCI PLANT NO. 4, L.L.C.

                                     SCI PLANT NO. 5, L.L.C.

                                     SCI PLANT NO. 27, L.L.C.

                                     SCI PLANT NO. 30, L.L.C.

                                     All by:

                                     SANMINA-SCI SYSTEMS (ALABAMA) INC.,
                                     their Sole Member

                                     /s/ Rick R. Ackel
                                     ___________________________________________
                                     Name:  Rick R. Ackel
                                     Title: Chief Financial Officer

                                       33

<PAGE>

                                                                  EXECUTION COPY

                                     GUARANTORS

                                     SCI PLANT NO. 12, L.L.C.

                                     SCI PLANT NO. 22, L.L.C.

                                     All by:

                                     SCI TECHNOLOGY, INC.,
                                     their Sole Member

                                     /s/ Rick R. Ackel
                                     ___________________________________________
                                     Name:  Rick R. Ackel
                                     Title: Chief Financial Officer

                                       34

<PAGE>

                                                                  EXECUTION COPY

                                     GUARANTORS

                                     SANMINA GENERAL, L.L.C.

                                     SANMINA LIMITED, L.L.C.

                                     SANMINA-SCI, LLC

                                     All by:

                                     SANMINA-SCI CORPORATION,
                                     their Sole Member

                                     /s/ Rick R. Ackel
                                     ___________________________________________
                                     Name:  Rick R. Ackel
                                     Title: Executive Vice President and Chief
                                            Financial Officer

                                       35

<PAGE>

                                                                  EXECUTION COPY

                                     GUARANTORS

                                     SANMINA TEXAS, L.P.

                                     By: SANMINA GENERAL, L.L.C.,
                                         its General Partner

                                         By: SANMINA-SCI CORPORATION,
                                             its Sole Member

                                         /s/ Rick R. Ackel
                                         _______________________________________
                                         Name:  Rick R. Ackel
                                         Title: Executive Vice President and
                                                Chief Financial Officer

                                       36

<PAGE>

                                                                  EXECUTION COPY

Accepted as of the date hereof:

GOLDMAN, SACHS & Co.

BANC OF AMERICA SECURITIES LLC

SALOMON SMITH BARNEY, INC.

MORGAN STANLEY & Co. Incorporated

SCOTIA CAPITAL (USA), INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH
        INCORPORATED

RBC DOMINION SECURITIES CORPORATION

By: /s/ Goldman, Sachs & Co.
    _______________________________
   (Goldman, Sachs & Co.)

    On behalf of each of the Purchasers

                                       37

<PAGE>

                                                                       EXHIBIT A

                            SANMINA - SCI CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Sanmina-SCI Corporation (the
"Company") 10.375% Senior Secured Notes due January 15, 2010 (the "Securities")
are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Sanmina-SCI
Corporation, 2700 North First Street, San Jose, California, 95134, telephone:
(408) 965-3500.

<PAGE>

                             SANMINA-SCI CORPORATION

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (DATE)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Sanmina-SCI Corporation
(the "Company"), the Guarantors (as defined therein) and the Purchasers named
therein. Pursuant to the Exchange and Registration Rights Agreement, the Company
has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 10.375% Senior
Secured Notes due January 15, 2010 as fully and unconditionally guaranteed by
the Guarantors (the "Securities"). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is
entitled to have the Transfer Restricted Securities beneficially owned by it
included in the Shelf Registration Statement. In order to have Transfer
Restricted Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for
Response]. Beneficial owners of Transfer Restricted Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Transfer
Restricted Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Transfer Restricted Securities" is defined in the Exchange and
Registration Rights Agreement.

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Transfer Restricted
Securities hereby elects to include in the Shelf Registration Statement the
Transfer Restricted Securities beneficially owned by it and listed below in Item
(3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Transfer Restricted Securities by the
terms and conditions of this Notice and Questionnaire and the Exchange and
Registration Rights Agreement, including, without limitation, Section 6 of the
Exchange and Registration Rights Agreement, as if the undersigned Selling
Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

<PAGE>

                                  QUESTIONNAIRE

(1) (a)  Full Legal Name of Selling Securityholder:

    (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Transfer Restricted Securities Listed in Item (3) below:

    (c)  Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Transfer Restricted Securities Listed in
         Item (3) below are Held:

(2)      Address for Notices to Selling Securityholder:

         Telephone:      ___________________________________

         Fax:            ___________________________________

         Contact Person: ___________________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

    (a)  Principal amount of Transfer Restricted Securities beneficially
         owned:_________________________________________________________________
         CUSIP No(s). of such Transfer Restricted Securities:___________________

    (b)  Principal amount of Securities other than Transfer Restricted
         Securities beneficially owned:_________________________________________

         CUSIP No(s). of such other Securities:_________________________________

    (c)  Principal amount of Transfer Restricted Securities which the
         undersigned wishes to be included in the Shelf Registration
         Statement:_____________________________________________________________

         CUSIP No(s). of such Transfer Restricted Securities to be included in
         the Shelf Registration Statement:______________________________________

(4)      Beneficial Ownership of Other Securities of the Company:_______________

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

<PAGE>

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Transfer Restricted Securities listed above
         in Item (3) only as follows (if at all): Such Transfer Restricted
         Securities may be sold from time to time directly by the undersigned
         Selling Securityholder or, alternatively, through underwriters,
         broker-dealers or agents. Such Transfer Restricted Securities may be
         sold in one or more transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time of
         sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve crosses or block transactions) (i) on
         any national securities exchange or quotation service on which the
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Transfer Restricted Securities or otherwise, the Selling Securityholder
         may enter into hedging transactions with broker-dealers, which may in
         turn engage in short sales of the Transfer Restricted Securities in the
         course of hedging the positions they assume. The Selling Securityholder
         may also sell Transfer Restricted Securities short and deliver Transfer
         Restricted Securities to close out such short positions, or loan or
         pledge Registrable Securities to broker-dealers that in turn may sell
         such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d)
and Section 3(f) of the Exchange and Registration Rights Agreement to provide
such information as may be required by law for inclusion in the Shelf
Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which
may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

         (i)  To the Company:

                                     Sanmina-SCI Corporation
                                     2700 North First Street
                                     San Jose, California 95134
                                     Attention: Secretary
                                     Tel: (408) 965-3500

         (ii) With a copy to:

                                     Wilson Sonsini Goodrich & Rosati,
                                       Professional Corporation
                                     650 Page Mill Road
                                     Palo Alto, California 94304-1050
                                     Attention: Christopher D. Mitchell
                                     Tel: (650) 493-9300

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above.
This Agreement shall be governed in all respects by the laws of the State of New
York.

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_____________

         Selling Securityholder
         (Print/type full legal name of beneficial owner of Transfer
         Restricted Securities)

          By:___________________________________________________________
             Name:
             Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                      Wilson Sonsini Goodrich & Rosati,
                                        Professional Corporation
                                      650 Page Mill Road
                                      Palo Alto, California 94304-1050
                                      Attention: Christopher D. Mitchell
                                      Tel:(650) 493-9300

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

State Street Bank and Trust Company
of California, N.A.
Sanmina-SCI Corporation
c/o State Street Bank and Trust Company
of California, N.A.
633 West 5th Street, 12th Floor
Los Angeles, California 90071

Attention:    Trust Officer
Re:           Sanmina-SCI Corporation (the "Company")
              10.375% Senior Secured Notes due January 15, 2010

Dear Sirs:

Please be advised that _________________________ has transferred
$____________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [__] (File No. 333- )
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated _________, 200_ or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated: ____________, 200_

                                      Very truly yours,

                                      ____________________________________
                                      (Name)

                                      By:_________________________________
                                        (Authorized Signature)