<PAGE>
                                                                    Exhibit 10.1

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 21, 2003

                                  By and Among

                              MERITAGE CORPORATION

                                   as Issuer,

                           the GUARANTORS named herein

                                       and

                         DEUTSCHE BANK SECURITIES INC.,
                                UBS WARBURG LLC,
                       BANC ONE CAPITAL MARKETS, INC. and
                             FLEET SECURITIES, INC.
                              as Initial Purchasers

                          9 3/4% Senior Notes due 2011

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>         <C>                                                               <C>
Section 1.  Definitions.....................................................   1

Section 2.  Exchange Offer..................................................   4

Section 3.  Shelf Registration Statement....................................   7

Section 4.  Liquidated Damages..............................................   9

Section 5.  Registration Procedures.........................................  10

Section 6.  Registration Expenses...........................................  19

Section 7.  Indemnification.................................................  19

Section 8.  Rules 144 and 144A..............................................  23

Section 9.  Underwritten Registrations......................................  23

Section 10. Miscellaneous...................................................  23

            (a)       No Inconsistent Agreements............................  23
            (b)       Adjustments Affecting Registrable Notes...............  23
            (c)       Amendments and Waivers................................  24
            (d)       Notices...............................................  24
            (e)       Guarantors............................................  25
            (f)       Successors and Assigns................................  26
            (g)       Counterparts..........................................  26
            (h)       Headings..............................................  26
            (i)       Governing Law.........................................  26
            (j)       Severability..........................................  26
            (k)       Securities Held by the Company or Its Affiliates......  26
            (l)       Third-Party Beneficiaries.............................  26
            (m)       Attorneys' Fees.......................................  26
            (n)       Entire Agreement......................................  26

SIGNATURES.................................................................. S-1
</TABLE>


                                      -i-
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement") is dated as of
February 21, 2003, by and among Meritage Corporation, a Maryland corporation
(the "Company"), and each of the Guarantors (as defined herein) (the Company and
the Guarantors are referred to collectively herein as the "Issuers"), on the one
hand, and Deutsche Bank Securities Inc., UBS Warburg LLC, Banc One Capital
Markets, Inc. and Fleet Securities, Inc. (the "Initial Purchasers") on the other
hand.

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of February 13, 2003, by and among the Issuers and the
Initial Purchasers (the "Purchase Agreement"), relating to the offering of
$50,000,000 aggregate principal amount of the Company's 9 3/4% Senior Notes due
2011 (including the guarantees thereof by the Guarantors, the "Notes"). The
execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

     Section 1. Definitions

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

          "action" shall have the meaning set forth in Section 7(c) hereof.

          "Advice" shall have the meaning set forth in Section 5 hereof.

          "Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.

          "Board of Directors" shall have the meaning set forth in Section 5
hereof.

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

          "Company" shall have the meaning set forth in the introductory
paragraph hereto and shall also include the Company's permitted successors and
assigns.

          "Commission" shall mean the Securities and Exchange Commission.

          "day" shall mean a calendar day.

          "Delay Period" shall have the meaning set forth in Section 5 hereof.

          "Effectiveness Period" shall have the meaning set forth in the second
paragraph of Section 3(a) hereof.
<PAGE>
                                      -2-


          "Event Date" shall have the meaning set forth in Section 4(b) hereof.

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

          "Exchange Notes" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2(a) hereof.

          "Guarantors" means each of the Persons executing this Agreement (as
set forth on Schedule A) on the date hereof and each Person who executes and
delivers a counterpart of this Agreement hereafter pursuant to Section 10(e)
hereof.

          "Holder" shall mean any holder of a Registrable Note or Registrable
Notes.

          "Indenture" shall mean the Indenture, dated as of May 30, 2001, by and
among the Issuers and Wells Fargo Bank, National Association, as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.

          "Initial Shelf Registration Statement" shall have the meaning set
forth in Section 3(a) hereof.

          "Inspectors" shall have the meaning set forth in Section 5(n) hereof.

          "Issue Date" shall mean February 21, 2003, the date of original
issuance of the Notes.

          "Issuers" shall have the meaning set forth in the introductory
paragraph hereto.

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

          "Liquidated Damages" shall have the meaning set forth in Section 4(a)
hereof.

          "Losses" shall have the meaning set forth in Section 7(a) hereof.

          "NASD" shall have the meaning set forth in Section 5(s) hereof.

          "Notes" shall have the meaning set forth in the second introductory
paragraph hereto.

          "Participant" shall have the meaning set forth in Section 7(a) hereof.
<PAGE>
                                      -3-


          "Participating Broker-Dealer" shall have the meaning set forth in
Section 2(b) hereof.

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

          "Private Exchange" shall have the meaning set forth in Section 2(b)
hereof.

          "Private Exchange Notes" shall have the meaning set forth in Section
2(b) hereof.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

          "Purchase Agreement" shall have the meaning set forth in the second
introductory paragraph hereof.

          "Records" shall have the meaning set forth in Section 5(n) hereof.

          "Registrable Notes" shall mean each Note upon its original issuance
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Note upon original issuance thereof and at all
times subsequent thereto, in each case until (i) a Registration Statement (other
than, with respect only to any Exchange Note as to which Section 2(c)(iv) hereof
is applicable, the Exchange Offer Registration Statement) covering such Note,
Exchange Note or Private Exchange Note has been declared effective by the
Commission and such Note, Exchange Note or such Private Exchange Note, as the
case may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes that may be resold without restriction under
state and federal securities laws, (iii) such Note, Exchange Note or Private
Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such Note, Exchange Note or Private Exchange Note has been
sold in compliance with Rule 144 or is salable pursuant to Rule 144(k).

          "Registration Default" shall have the meaning set forth in Section
4(a) hereof.

          "Registration Statement" shall mean any appropriate registration
statement of the Issuers covering any of the Registrable Notes filed with the
Commission under the Securities Act, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
<PAGE>
                                      -4-


          "Requesting Participating Broker-Dealer" shall have the meaning set
forth in Section 2(b) hereof.

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

          "Rule 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

          "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

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

          "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
hereof.

          "Shelf Registration Statement" shall have the meaning set forth in
Section 3(b) hereof.

          "Subsequent Shelf Registration Statement" shall have the meaning set
forth in Section 3(b) hereof.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          "Trustee" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Notes and Private Exchange
Notes.

          "underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

     Section 2. Exchange Offer

          (a) The Issuers shall (i) file a Registration Statement (the "Exchange
Offer Registration Statement") within 75 days after the Issue Date with the
Commission on an appropriate registration form with respect to a registered
offer (the "Exchange Offer") to exchange any and all of the Registrable Notes
for a like aggregate principal amount of notes (including the guarantees with
respect thereto, the "Exchange Notes") that are identical in all material
respects to the Notes (except that the Exchange Notes bear no restrictive legend
thereon and shall not contain terms with respect to Liquidated Damages upon a
Registration Default), (ii) use their respective reasonable best efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act
<PAGE>
                                      -5-


within 150 days after the Issue Date and (iii) use their respective reasonable
best efforts to complete the Exchange Offer within 180 days after the Issue
Date; provided that the Exchange Offer may not be completed on or prior to June
1, 2003. The Exchange Offer shall be deemed completed or consummated for
purposes of this Agreement upon delivery by the Company to the Trustee under the
Indenture of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Notes tendered (and not withdrawn) by Holders
thereof pursuant to the Exchange Offer. Upon the Exchange Offer Registration
Statement being declared effective by the Commission, the Company will offer the
Exchange Notes in exchange for surrender of the Notes. The Company shall keep
the Exchange Offer open for not less than 20 Business Days (or longer if
required by applicable law to complete the Exchange Offer) after the date notice
of the Exchange Offer is mailed to Holders.

          Each Holder that participates in the Exchange Offer will be required
to represent to the Company in writing (which may be contained in the applicable
letter of transmittal) that (i) any Exchange Notes to be received by it will be
acquired in the ordinary course of its business, (ii) it has no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes in violation of the
Securities Act, (iii) it is not an affiliate (as defined in Rule 405 under the
Securities Act) of any Issuer or, if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged
in, and does not intend to engage in, a distribution of Exchange Notes, (v) if
such Holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of market-making or
other trading activities, it will deliver a prospectus in connection with any
resale of such Exchange Notes and (vi) the Holder is not acting on behalf of any
Persons who could not truthfully make the foregoing representations.

          (b) The Company and the Initial Purchasers acknowledge that the staff
of the Commission has taken the position that any broker-dealer that elects to
exchange Notes that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities for Exchange Notes in the
Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

          The Company and the Initial Purchasers also acknowledge that the staff
of the Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

          In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective for a period of up to 180 days after the
<PAGE>
                                      -6-



date on which the Exchange Offer Registration Statement is declared effective,
or such longer period if extended pursuant to the last paragraph of Section 5
hereof (such period, the "Applicable Period"), or such earlier date as all
Requesting Participating Broker-Dealers shall have notified the Company in
writing that such Requesting Participating Broker-Dealers have resold all
Exchange Notes acquired in the Exchange Offer. The Company shall include a plan
of distribution in such Exchange Offer Registration Statement that meets the
requirements set forth in the preceding paragraph.

          If, prior to consummation of the Exchange Offer, any Holder holds any
Notes acquired by it that have, or that are reasonably likely to be determined
to have, the status of an unsold allotment in an initial distribution, or if any
Holder is not entitled to participate in the Exchange Offer, the Company upon
the request of any such Holder shall simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, issue and deliver to any such Holder, in
exchange (the "Private Exchange") for such Notes held by any such Holder, a like
principal amount of notes (the "Private Exchange Notes") of the Company that are
identical in all material respects to the Exchange Notes, except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall be issued pursuant to the same indenture as the Exchange
Notes and bear the same CUSIP number as the Exchange Notes.

          In connection with the Exchange Offer, the Company shall:

          (1) mail or cause to be mailed to each Holder entitled to participate
     in the Exchange Offer a copy of the Prospectus forming part of the Exchange
     Offer Registration Statement, together with an appropriate letter of
     transmittal and related documents;

          (2) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (3) permit Holders to withdraw tendered Notes at any time prior to the
     close of business, New York time, on the last Business Day on which the
     Exchange Offer shall remain open; and

          (4) otherwise comply in all material respects with all applicable
     laws, rules and regulations.

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Company shall:

          (1) accept for exchange all Registrable Notes validly tendered and not
     validly withdrawn pursuant to the Exchange Offer and the Private Exchange,
     if any;

          (2) deliver or cause to be delivered to the Trustee for cancellation
     all Registrable Notes so accepted for exchange; and

          (3) cause the Trustee to authenticate and deliver promptly to each
     Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may
     be, equal in principal amount to the Notes of such Holder so accepted for
     exchange.
<PAGE>
                                      -7-


          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or Private Exchange, as
the case may be, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Issuers to proceed with
the Exchange Offer or the Private Exchange, and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Issuers that would impair their ability to so proceed and (iii) all governmental
approvals shall have been obtained, which approvals the Issuers deem necessary
for the consummation of the Exchange Offer or Private Exchange.

          In the event that the Issuers are unable to consummate the Exchange
Offer or the Private Exchange due to any event listed in clauses (i) through
(iii) above, the Issuers shall not be deemed to have breached any covenant under
this Section 2.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture (in either case, with such changes as are necessary to comply
with any requirements of the Commission to effect or maintain the qualification
thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that the Exchange Notes shall not be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such other
indenture shall provide that when a vote or consent of the Holders is required,
the Exchange Notes, the Private Exchange Notes and the Notes shall vote and
consent together on all matters as one class and that none of the Exchange
Notes, the Private Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.

          (c) In the event that (i) any changes in law or the applicable
interpretations of the staff of the Commission do not permit the Issuers to
effect the Exchange Offer, (ii) for any reason the Exchange Offer is not
consummated within 180 days of the Issue Date, (iii) any Holder notifies the
Company that it is prohibited by law or the applicable interpretations of the
staff of the Commission from participating in the Exchange Offer, (iv) in the
case of any Holder that participates in the Exchange Offer, such Holder does not
receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such holder as an affiliate of any Issuer), (v) the Initial
Purchasers so request with respect to Notes that have, or that are reasonably
likely to be determined to have, the status of unsold allotments in an initial
distribution or (vi) any Holder of Private Exchange Notes so requests (each such
event referred to in clauses (i) through (vi) of this sentence, a "Shelf Filing
Event"), then the Issuers shall file a Shelf Registration Statement pursuant to
Section 3 hereof.

     Section 3. Shelf Registration Statement

          If at any time a Shelf Filing Event shall occur, then:

          (a) Shelf Registration Statement. The Issuers shall file with the
     Commission a Registration Statement for an offering to be made on a
     continuous basis pursuant to Rule 415 covering all of the Registrable Notes
     not exchanged in the Exchange Offer, Private Exchange Notes and Exchange
     Notes as to which Section 2(c)(iv) is applicable, which may be an
<PAGE>
                                      -8-



     amendment to the Exchange Offer Registration Statement (the "Initial Shelf
     Registration Statement"). The Issuers shall file with the Commission the
     Initial Shelf Registration Statement as promptly as practicable and in any
     event on or prior to 45 days after the Company determines or is notified
     that a Shelf Filing Event has occurred. The Initial Shelf Registration
     Statement shall be on Form S-3 or another appropriate form permitting
     registration of such Registrable Notes for resale by Holders in the manner
     or manners designated by them (including, without limitation, one or more
     underwritten offerings). The Issuers shall not permit any securities other
     than the Registrable Notes to be included in the Initial Shelf Registration
     Statement or in any Subsequent Shelf Registration Statement (as defined
     below).

          The Issuers shall use their respective reasonable best efforts (x) to
     cause the Initial Shelf Registration Statement to be declared effective
     under the Securities Act on or prior to the 90th day after the Company
     determines or is notified that such a Shelf Filing Event has occurred;
     provided that the Shelf Registration Statement shall not be declared
     effective on or prior to June 1, 2003 and (y) to keep the Initial Shelf
     Registration Statement continuously effective under the Securities Act for
     the period ending on the date which is two years from the date it becomes
     effective (or one year if the Initial Shelf Registration Statement is filed
     at the request of an Initial Purchaser), subject to extension pursuant to
     the penultimate paragraph of Section 5 hereof (the "Effectiveness Period"),
     or such shorter period ending when (i) all Registrable Notes covered by the
     Initial Shelf Registration Statement have been sold in the manner set forth
     and as contemplated in the Initial Shelf Registration Statement or cease to
     be outstanding, (ii) all Registrable Notes are eligible to be sold to the
     public pursuant to Rule 144(k) under the Securities Act or (iii) a
     Subsequent Shelf Registration Statement covering all of the Registrable
     Notes covered by and not sold under the Initial Shelf Registration
     Statement or an earlier Subsequent Shelf Registration Statement has been
     declared effective under the Securities Act; provided, however, that (i)
     the Effectiveness Period in respect of the Initial Shelf Registration
     Statement shall be extended to the extent required to permit dealers to
     comply with the applicable prospectus delivery requirements of Rule 174
     under the Securities Act and as otherwise provided herein and (ii) the
     Company may suspend the effectiveness of the Initial Shelf Registration
     Statement by written notice to the Holders solely as a result of the filing
     of a post-effective amendment to the Initial Shelf Registration Statement
     where such post-effective amendment is not yet effective and needs to be
     declared effective to permit holders to use the related Prospectus.

          (b) Subsequent Shelf Registration Statements. If the Initial Shelf
     Registration Statement or any Subsequent Shelf Registration Statement
     ceases to be effective for any reason at any time during the Effectiveness
     Period (other than because of the sale of all of the securities registered
     thereunder), the Issuers shall use their respective reasonable best efforts
     to obtain the prompt withdrawal of any order suspending the effectiveness
     thereof, and in any event shall as soon as practicable after such cessation
     amend the Initial Shelf Registration Statement or such Subsequent Shelf
     Registration Statement, as the case may be, in a manner to obtain the
     withdrawal of the order suspending the effectiveness thereof, or file an
     additional "shelf" Registration Statement pursuant to Rule 415 covering all
     of the Registrable Notes covered by and not sold under the Initial Shelf
     Registration Statement or such earlier Subsequent Shelf Registration
     Statement (each, a "Subsequent Shelf Registration State-
<PAGE>
                                      -9-


     ment"). If a Subsequent Shelf Registration Statement is filed, the Issuers
     shall use their respective reasonable best efforts to cause the Subsequent
     Shelf Registration Statement to be declared effective under the Securities
     Act as soon as practicable after such filing and to keep such Subsequent
     Shelf Registration Statement continuously effective for a period equal to
     the number of days in the Effectiveness Period less the aggregate number of
     days during which the Initial Shelf Registration Statement and any
     Subsequent Shelf Registration Statement was previously continuously
     effective. As used herein, the term "Shelf Registration Statement" means
     the Initial Shelf Registration Statement and any Subsequent Shelf
     Registration Statement.

          (c) Supplements and Amendments. The Issuers agree to 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 for such Shelf Registration Statement or by the Securities Act or
     rules and regulations thereunder for shelf registration, or if reasonably
     requested by the Holders of a majority in aggregate principal amount of the
     Registrable Notes covered by such Registration Statement or by any
     underwriter of such Registrable Notes; provided, however, that the Issuers
     shall not be required to supplement or amend any Shelf Registration
     Statement upon the request of a Holder or any underwriter if such requested
     supplement or amendment would, in the good faith judgment of the Company
     (based on advice of counsel), violate the Securities Act, the Exchange Act
     or the rules and regulations promulgated thereunder.

     Section 4. Liquidated Damages

          (a) Issuers and the Initial Purchasers agree that the Holders will
suffer damages if the Issuers fail to fulfill their obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuers agree that if:

          (i) the Exchange Offer Registration Statement is not filed with the
     Commission on or prior to the 75th day following the Issue Date, or, if
     that day is not a Business Day, then the next day that is a Business Day,

          (ii) the Exchange Offer Registration Statement is not declared
     effective on or prior to the 150th day following the Issue Date, or, if
     that day is not a Business Day, then the next day that is a Business Day,

          (iii) the Exchange Offer is not completed on or prior to the 180th day
     following the Issue Date, or, if that day is not a Business Day, then the
     next day that is a Business Day, or

          (iv) the Shelf Registration Statement is required to be filed but is
     not filed or declared effective within the time periods set forth herein or
     is declared effective but thereafter ceases to be effective or usable prior
     to the expiration of the Effectiveness Period, except if the Shelf
     Registration Statement ceases to be effective or usable as specifically
     permitted by the penultimate paragraph of Section 5 hereof
<PAGE>
                                      -10-


     (each such event referred to in clauses (i) through (iv) a "Registration
     Default"), liquidated damages in the form of additional cash interest
     ("Liquidated Damages") will accrue on the affected Notes and the affected
     Exchange Notes, as applicable. The rate of Liquidated Damages will be 0.25%
     per annum for the first 90-day period (or portion thereof) immediately
     following the occurrence of a Registration Default, increasing by an
     additional 0.25% per annum with respect to each subsequent 90-day period
     (or portion thereof) up to a maximum amount of additional interest of 1.00%
     per annum, from and including the date on which any such Registration
     Default shall occur to, but excluding, the earlier of (1) the date on which
     all Registration Defaults have been cured or (2) the date on which all the
     Notes and Exchange Notes otherwise become freely transferable by Holders
     other than affiliates of the Issuers without further registration under the
     Securities Act.

          Notwithstanding the foregoing, (1) the amount of Liquidated Damages
payable shall not increase because more than one Registration Default has
occurred and is pending, (2) a Holder of Notes or Exchange Notes who is not
entitled to the benefits of the Shelf Registration Statement (i.e., such Holder
has not elected to include information) shall not be entitled to Liquidated
Damages with respect to a Registration Default that pertains to the Shelf
Registration Statement and (3) no holder of Notes constituting an unsold
allotment from the original sale of the Notes by the Company to the Initial
Purchasers shall be entitled to Liquidated Damages by reason of a Registration
Default that pertains to an Exchange Offer.

          Notwithstanding anything to the contrary set forth herein, with
respect to any Registration Default, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of clause (i) or (iv) above, (2) upon the effectiveness
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of clause (ii) or (iv) above, (3) upon
completion of the Exchange Offer, in the case of clause (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable, the applicable Registration Default shall be
deemed to have been cured.

          (b) The Company shall notify the Trustee within one Business Day after
each and every date on which an event occurs in respect of which Liquidated
Damages are required to be paid (an "Event Date"). Any amounts of Liquidated
Damages due pursuant to this Section 4 will be payable in addition to any other
interest payable from time to time with respect to the Registrable Notes in cash
semi-annually on the interest payment dates specified in the Indenture (to the
holders of record as specified in the Indenture), commencing with the first such
interest payment date occurring after any such Liquidated Damages commence to
accrue. The amount of Liquidated Damages will be determined in a manner
consistent with the calculation of interest under the Indenture.

     Section 5. Registration Procedures

          In connection with the filing of any Registration Statement pursuant
to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder, the Issuers
shall:
<PAGE>
                                      -11-


          (a) Prepare and file with the Commission the Registration Statement or
     Registration Statements prescribed by Section 2 or 3 hereof, and use their
     reasonable best efforts to cause each such Registration Statement to become
     effective and remain effective as provided herein; provided, however, that,
     if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus
     contained in the Exchange Offer Registration Statement filed pursuant to
     Section 2 hereof is required to be delivered under the Securities Act by
     any Participating Broker-Dealer who seeks to sell Exchange Notes during the
     Applicable Period relating thereto, before filing any Registration
     Statement or Prospectus or any amendments or supplements thereto, the
     Company shall furnish to and afford the Holders of the Registrable Notes
     covered by such Registration Statement or each such Participating
     Broker-Dealer, as the case may be, their counsel and the managing
     underwriters, if any, a reasonable opportunity to review copies of all such
     documents (including copies of any documents to be incorporated by
     reference therein and all exhibits thereto) proposed to be filed (in each
     case at least five Business Days prior to such filing). The Issuers shall
     not file any Registration Statement or Prospectus or any amendments or
     supplements thereto if the Holders of a majority in aggregate principal
     amount of the Registrable Notes covered by such Registration Statement, or
     any such Participating Broker-Dealer, as the case may be, their counsel, or
     the managing underwriters, if any, shall reasonably object within five
     Business Days after receipt thereof.

          (b) Prepare and file with the Commission such amendments and
     post-effective amendments to each Initial Shelf Registration Statement or
     Exchange Offer Registration Statement, as the case may be, as may be
     necessary to keep such Registration Statement continuously effective for
     the Effectiveness Period or the Applicable Period, as the case may be;
     cause the related Prospectus to be supplemented by any Prospectus
     supplement required by applicable law, and as so supplemented to be filed
     pursuant to Rule 424 (or any similar provisions then in force) promulgated
     under the Securities Act; and comply with the provisions of the Securities
     Act and the Exchange Act with respect to the disposition of all securities
     covered by such Registration Statement as so amended or in such Prospectus
     as so supplemented and with respect to the subsequent resale of any
     securities being sold by a Participating Broker-Dealer covered by any such
     Prospectus, in each case, in accordance with the intended methods of
     distribution set forth in such Registration Statement or Prospectus, as so
     amended.

          (c) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period relating thereto from whom
     the Issuers have received written notice that it will be a Participating
     Broker-Dealer in the Exchange Offer, notify the selling Holders of
     Registrable Notes, or each such Participating Broker-Dealer, as the case
     may be, their counsel and the managing underwriters, if any, as promptly as
     possible, and, if requested by any such Person, confirm such notice in
     writing, (i) when a Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to a
     Registration Statement or any post-effective amendment, when the same has
     become effective under the Securities Act (including in such notice a
     written statement that any Holder may, upon request in writing, obtain, at
     the sole expense of the Company, one conformed copy of such Registration
     Statement or post-effective amendment
<PAGE>
                                      -12-



     including financial statements and schedules, documents incorporated or
     deemed to be incorporated by reference and exhibits), (ii) of the issuance
     by the Commission of any stop order suspending the effectiveness of a
     Registration Statement or of any order preventing or suspending the use of
     any preliminary prospectus or the initiation of any proceedings for that
     purpose, (iii) if at any time when a Prospectus is required by the
     Securities Act to be delivered in connection with sales of the Registrable
     Notes or resales of Exchange Notes by Participating Broker-Dealers the
     representations and warranties of the Issuers contained in any agreement
     (including any underwriting agreement) contemplated by Section 5(m) hereof
     cease to be true and correct in all material respects, (iv) of the receipt
     by any of the Issuers of any notification with respect to the suspension of
     the qualification or exemption from qualification of a Registration
     Statement or any of the Registrable Notes or the Exchange Notes for offer
     or sale in any jurisdiction, or the initiation or threatening of any
     proceeding for such purpose, (v) of the happening of any event, the
     existence of any condition or any information becoming known to any Issuer
     that makes any statement made in such Registration Statement or related
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference untrue in any material respect or that requires the
     making of any changes in or amendments or supplements to such Registration
     Statement, Prospectus or documents so that, in the case of the Registration
     Statement, it will not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated therein or necessary
     to make the statements therein not misleading, and that in the case of the
     Prospectus, it will not contain any untrue statement of a material fact or
     omit to state any material fact required to be stated therein or necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, and (vi) of the Company's
     determination that a post-effective amendment to a Registration Statement
     would be appropriate.

          (d) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, use their reasonable best
     efforts to prevent the issuance of any order suspending the effectiveness
     of a Registration Statement or of any order preventing or suspending the
     use of a Prospectus or suspending the qualification (or exemption from
     qualification) of any of the Registrable Notes or the Exchange Notes, as
     the case may be, for sale in any jurisdiction, and, if any such order is
     issued, to use their reasonable best efforts to obtain the withdrawal of
     any such order at the earliest practicable moment.

          (e) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period and if requested by the
     managing underwriter or underwriters (if any), the Holders of a majority in
     aggregate principal amount of the Registrable Notes covered by such
     Registration Statement or any Participating Broker-Dealer, as the case may
     be, (i) as promptly as practicable incorporate in such Registration
     Statement or Prospectus a prospectus supplement or post-effective amendment
     such information as the managing underwriter or underwriters (if any), such
     Holders or any Partici-
<PAGE>
                                      -13-


     pating Broker-Dealer, as the case may be (based upon advice of counsel),
     reasonably request as necessary to be included therein and (ii) make all
     required filings of such prospectus supplement or such post-effective
     amendment as soon as practicable after the Company has received
     notification of the matters to be incorporated in such prospectus
     supplement or post-effective amendment; provided, however, that the Issuers
     shall not be required to take any action hereunder that would, in the good
     faith judgment of the Company (based on advice of counsel), violate
     applicable laws.

          (f) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, furnish to each selling
     Holder of Registrable Notes and a single counsel to such Holders, or each
     such Participating Broker-Dealer and their counsel, as the case may be, who
     so requests and each managing underwriter, if any, and a single counsel for
     such underwriters, at the sole expense of the Company, one conformed copy
     of the Registration Statement or Registration Statements and each
     post-effective amendment thereto, including financial statements and
     schedules, and, if requested, all documents incorporated or deemed to be
     incorporated therein by reference and any exhibits.

          (g) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, deliver to each selling
     Holder of Registrable Notes and a single counsel to such Holders, or each
     such Participating Broker-Dealer and their counsel, as the case may be, and
     the underwriters, if any, and a single counsel for such underwriters, at
     the sole expense of the Company, as many copies of the Prospectus or
     Prospectuses (including each form of preliminary prospectus) and each
     amendment or supplement thereto and any documents incorporated by reference
     therein as such Persons may reasonably request; and, subject to the last
     paragraph of this Section 5, the Issuers hereby consent to the use of such
     Prospectus and each amendment or supplement thereto (provided the manner of
     such use complies with any limitations resulting from any applicable laws,
     including state securities or "Blue Sky" laws, and subject to the
     provisions of this Agreement) by each of the selling Holders of Registrable
     Notes or each such Participating Broker-Dealer, as the case may be, and the
     underwriters or agents, if any, and dealers (if any), in connection with
     the offering and sale of the Registrable Notes or the sale by Participating
     Broker-Dealers of the Exchange Notes covered by or pursuant to such
     Prospectus and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Notes or Exchange
     Notes or any delivery of a Prospectus contained in the Exchange Offer
     Registration Statement by any Participating Broker-Dealer who seeks to sell
     Exchange Notes during the Applicable Period, use their reasonable best
     efforts to register or qualify, and to cooperate with the selling Holders
     of Registrable Notes or each such Participating Broker-Dealer, as the case
     may be, the managing underwriter or underwriters, if any, and their
     respective counsel in connection with the regis-
<PAGE>
                                      -14-


     tration or qualification (or exemption from such registration or
     qualification) of such Registrable Notes or Exchange Notes, as the case may
     be, for offer and sale under the securities or Blue Sky laws of such
     jurisdictions within the United States as any selling Holder, Participating
     Broker-Dealer, or the managing underwriter or underwriters reasonably
     request in writing; provided, however, that where Exchange Notes held by
     Participating Broker-Dealers or Registrable Notes are offered other than
     through an underwritten offering, the Company agrees to cause the Company's
     counsel to perform Blue Sky investigations and file registrations and
     qualifications required to be filed pursuant to this Section 5(h), keep
     each such registration or qualification (or exemption therefrom) effective
     during the period such Registration Statement is required to be kept
     effective and do any and all other acts or things reasonably necessary or
     advisable to enable the disposition in such jurisdictions of such Exchange
     Notes or Registrable Notes covered by the applicable Registration
     Statement; provided, however, that no Issuer shall be required to (A)
     qualify generally to do business in any jurisdiction where it is not then
     so qualified, (B) take any action that would subject it to general service
     of process in any such jurisdiction where it is not then so subject or (C)
     subject itself to taxation in excess of a nominal dollar amount in any such
     jurisdiction where it is not then so subject.

          (i) If a Shelf Registration Statement is filed pursuant to Section 3
     hereof, cooperate with the selling Holders of Registrable Notes and the
     managing underwriter or underwriters, if any, to facilitate the timely
     preparation and delivery of certificates representing Registrable Notes to
     be sold, which certificates shall not bear any restrictive legends and
     shall be in a form eligible for deposit with The Depository Trust Company;
     and enable such Registrable Notes to be in such denominations and
     registered in such names as the managing underwriter or underwriters, if
     any, or selling Holders may reasonably request at least two Business Days
     prior to any sale of such Registrable Notes or Exchange Notes.

          (j) Use their reasonable best efforts to cause the Registrable Notes
     or Exchange Notes covered by any Registration Statement to be registered
     with or approved by such other governmental agencies or authorities as may
     be reasonably necessary to enable the seller or sellers thereof or the
     underwriter or underwriters, if any, to consummate the disposition of such
     Registrable Notes or Exchange Notes, except as may be required solely as a
     consequence of the nature of such selling Holder's business, in which case
     the Company will cooperate in all reasonable respects with the filing of
     such Registration Statement and the granting of such approvals.

          (k) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, upon the occurrence of
     any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly
     as practicable prepare and (subject to Section 5(a) and the penultimate
     paragraph of this Section 5 file with the Commission, at the sole expense
     of the Company, a supplement or post-effective amendment to the
     Registration Statement or a supplement to the related Prospectus or any
     document incorporated or deemed to be incorporated therein by reference, or
     file any other required document so that, as thereafter delivered to the
     purchasers of the Registrable Notes
<PAGE>
                                      -15-



     being sold thereunder or to the purchasers of the Exchange Notes to whom
     such Prospectus will be delivered by a Participating Broker-Dealer, any
     such Prospectus will not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (l) Prior to the effective date of the first Registration Statement
     relating to the Registrable Notes, (i) provide the Trustee with
     certificates for the Registrable Notes in a form eligible for deposit with
     The Depository Trust Company and (ii) provide a CUSIP number for the
     Registrable Notes.

          (m) In connection with any underwritten offering of Registrable Notes
     pursuant to a Shelf Registration Statement, enter into an underwriting
     agreement as is customary in underwritten offerings of debt securities
     similar to the Notes in form reasonably satisfactory to the Issuers and
     take all such other actions as are reasonably requested by the managing
     underwriter or underwriters, if any, in order to expedite or facilitate the
     registration or the disposition of such Registrable Notes and, in such
     connection, (i) make such representations and warranties to, and covenants
     with, the underwriters with respect to the business of the Issuers and
     their subsidiaries (including any acquired business, properties or entity,
     if applicable) and the Registration Statement, Prospectus and documents, if
     any, incorporated or deemed to be incorporated by reference therein, in
     each case, as are customarily made by issuers to underwriters in
     underwritten offerings of debt securities similar to the Notes, and confirm
     the same in writing if and when requested in form reasonably satisfactory
     to the Issuers; (ii) upon the request of any underwriter, use their
     reasonable best efforts to obtain the written opinions of counsel to the
     Company and written updates thereof in form, scope and substance reasonably
     satisfactory to the managing underwriter or underwriters, addressed to the
     underwriters covering the matters customarily covered in opinions requested
     in underwritten offerings and such other matters as may be reasonably
     requested by the managing underwriter or underwriters; (iii) upon the
     request of any underwriter, use their reasonable best efforts to obtain
     "cold comfort" letters and updates thereof in form, scope and substance
     reasonably satisfactory to the managing underwriter or underwriters from
     the independent certified public accountants of the Company (and, if
     necessary, any other independent certified public accountants of any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included or incorporated by reference in the Registration Statement),
     addressed to each of the underwriters, such letters to be in customary form
     and covering matters of the type customarily covered in "cold comfort"
     letters in connection with underwritten offerings of debt securities
     similar to the Notes, and such other matters as reasonably requested by the
     managing underwriter or underwriters as permitted by the Statement on
     Auditing Standards No. 72; and (iv) if an underwriting agreement is entered
     into, cause the same to contain indemnification provisions and procedures
     no less favorable than those set forth in Section 7 hereof (or such other
     provisions and procedures acceptable to Holders of a majority in aggregate
     principal amount of Registrable Notes covered by such Registration
     Statement and the managing underwriter or underwriters or agents, if any)
     with respect to all parties to be indemnified pursuant to said Section. The
     above shall be done at each closing under such underwriting agreement, or
     as and to the extent required thereunder.
<PAGE>
                                      -16-


          (n) If (1) a Shelf Registration Statement is filed pursuant to Section
     3 hereof or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereof is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, make available for
     inspection by any selling Holder of such Registrable Notes being sold or
     each such Participating Broker-Dealer, as the case may be, any underwriter
     participating in any such disposition of Registrable Notes, if any, and any
     attorney, accountant or other agent retained by any such selling Holder or
     each such Participating Broker-Dealer, as the case may be, or underwriter
     (collectively, the "Inspectors"), at the offices where normally kept,
     during reasonable business hours, all financial and other records,
     pertinent corporate documents and instruments of the Company and its
     subsidiaries (collectively, the "Records") as shall be reasonably necessary
     to enable them to exercise any applicable due diligence responsibilities,
     and cause the appropriate officers, directors and employees of the Company
     and its subsidiaries to supply all information reasonably requested by any
     such Inspector in connection with such Registration Statement and
     Prospectus. Each Inspector shall agree in writing that it will keep the
     Records confidential and not disclose any Records that the Company
     determines, in good faith, to be confidential and that it notifies the
     Inspectors in writing are confidential unless (i) the disclosure of such
     Records is necessary to avoid or correct a misstatement or omission in such
     Registration Statement or Prospectus, (ii) the release of such Records is
     ordered pursuant to a subpoena or other order from a court of competent
     jurisdiction, (iii) disclosure of such information is necessary or
     advisable in connection with any action, claim, suit or proceeding,
     directly or indirectly, involving or potentially involving such Inspector
     and arising out of, based upon, relating to, or involving this Agreement or
     the Purchase Agreement, or any transactions contemplated hereby or thereby
     or arising hereunder or thereunder, or (iv) the information in such Records
     has been made generally available to the public other than through an act
     of such Inspector in violation of this Section 5(n); provided, however,
     that, if practicable, prior notice shall be provided as soon as practicable
     to the Issuers of the potential disclosure of any information by such
     Inspector pursuant to clause (ii) of this sentence to permit the Issuers to
     obtain a protective order or to take other appropriate action to prevent
     the disclosure of such information and that such Inspector shall take such
     actions as are reasonably necessary to protect the confidentiality of such
     information (if practicable) to the extent such action is otherwise not
     inconsistent with, an impairment of or in derogation of the rights and
     interests of the Holder or any Inspector.

          (o) Provide an indenture trustee for the Registrable Notes or the
     Exchange Notes, as the case may be, and cause the Indenture or the trust
     indenture provided for in Section 2(b) hereof to be qualified under the TIA
     not later than the effective date of the Exchange Offer or the first
     Registration Statement relating to the Registrable Notes; and in connection
     therewith, cooperate with the trustee under any such indenture and the
     Holders of the Registrable Notes or Exchange Notes, as applicable, to
     effect such changes to such indenture as may be required for such indenture
     to be so qualified in accordance with the terms of the TIA; and execute,
     and use their reasonable best efforts to cause such trustee to execute, all
     documents as may be required to effect such changes, and all other forms
     and documents required to be filed with the Commission to enable such
     indenture to be so qualified in a timely manner.
<PAGE>
                                      -17-



          (p) Comply with all applicable rules and regulations of the Commission
     and make generally available to the Company's securityholders earnings
     statements satisfying the provisions of Section 11(a) of the Securities Act
     and Rule 158 thereunder (or any similar rule promulgated under the
     Securities Act) (i) commencing at the end of any fiscal quarter in which
     Registrable Notes or Exchange Notes are sold to underwriters in a firm
     commitment or best efforts underwritten offering and (ii) if not sold to
     underwriters in such an offering, commencing on the first day of the first
     fiscal quarter of the Company after the effective date of a Registration
     Statement.

          (q) Upon the request of a Holder, upon consummation of the Exchange
     Offer or a Private Exchange, use their reasonable best efforts to obtain an
     opinion of counsel to the Issuers, in a form customary for underwritten
     transactions, addressed to the Trustee for the benefit of all Holders of
     Registrable Notes participating in the Exchange Offer or the Private
     Exchange, as the case may be, that the Exchange Notes or Private Exchange
     Notes, as the case may be, and the related indenture constitute legal,
     valid and binding obligations of the Issuers, enforceable against the
     Issuers in accordance with its respective terms, subject to customary
     exceptions and qualifications.

          (r) If the Exchange Offer or a Private Exchange is to be consummated,
     upon delivery of the Registrable Notes by Holders to the Company (or to
     such other Person as directed by the Company) in exchange for the Exchange
     Notes or the Private Exchange Notes, as the case may be, mark, or cause to
     be marked, on such Registrable Notes that such Registrable Notes are being
     cancelled in exchange for the Exchange Notes or the Private Exchange Notes,
     as the case may be; in no event shall such Registrable Notes be marked as
     paid or otherwise satisfied.

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

          (t) Use their reasonable best efforts to take all other steps
     necessary or advisable to effect the registration of the Exchange Notes
     and/or Registrable Notes covered by a Registration Statement contemplated
     hereby.

          The Company may require each seller of Registrable Notes or Exchange
Notes as to which any registration is being effected to furnish to the Issuers
such information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request. The Issuers may exclude from such registration the Registrable Notes or
Exchange Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request. Each seller
as to which any Shelf Registration Statement is being effected agrees to furnish
promptly to the Company all information required to be disclosed in order to
make any information previously furnished to the Company by such seller not
materially misleading.
<PAGE>
                                      -18-


          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes that, upon
actual receipt of any notice from the Company (x) of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, or (y) that the Board of Directors of the Company (the "Board of
Directors") has resolved that the Company has a bona fide business purpose for
doing so, then the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration Statement, in all cases, for a
period (a "Delay Period") expiring upon the earlier to occur of (i) in the case
of the immediately preceding clause (x), such Holder's or Participating
Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto or
(ii) in the case of the immediately preceding clause (y), the date which is the
earlier of (A) the date on which such business purpose ceases to interfere with
the Company's obligations to file or maintain the effectiveness of any such
Registration Statement pursuant to this Agreement or (B) 60 days after the
Company notifies the Holders of such good faith determination. There shall not
be more than 60 days of Delay Periods during any 12-month period. Each of the
Effectiveness Period and the Applicable Period, if applicable, shall be extended
by the number of days during any Delay Period. Any Delay Period will not alter
the obligations of the Company to pay Liquidated Damages under the circumstances
set forth in Section 4 hereof.

          In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be.
<PAGE>
                                      -19-



     Section 6. Registration Expenses

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers shall be borne by the Issuers, whether or not
the Exchange Offer Registration Statement or the Shelf Registration Statement is
filed or becomes effective or the Exchange Offer is consummated, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of one counsel in connection with
Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer, or (y) as
provided in Section 5(h) hereof, in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Exchange Notes to
be sold by any Participating Broker-Dealer during the Applicable Period, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuers and reasonable fees and disbursements
of one special counsel for all of the sellers of Registrable Notes (exclusive of
any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section 5(m)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi)
Securities Act liability insurance, if the Issuers desire such insurance, (vii)
fees and expenses of all other Persons retained by any of the Issuers, (viii)
internal expenses of the Issuers (including, without limitation, all salaries
and expenses of officers and employees of any of the Issuers performing legal or
accounting duties), (ix) the expense of any audit, (x) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange, and the obtaining of a rating of the securities, in
each case, if applicable, and (xi) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, indentures and any other documents necessary in order to comply with
this Agreement. Notwithstanding the foregoing or anything to the contrary, each
Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Notes sold by or on behalf of it.

     Section 7. Indemnification

          (a) Each Issuer, jointly and severally, agrees to indemnify and hold
harmless each Holder of Registrable Notes and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, each Person, if any, who
controls any such Person within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, the agents, employees, officers and
directors of each Holder and each such Participating Broker-Dealer and the
agents, employees, officers and directors of any such controlling Person (each,
a "Participant") from and against any and all losses, liabilities, claims,
damages and expenses whatsoever (including, but not limited to, reasonable
<PAGE>
                                      -20-


attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all reasonable amounts paid in
settlement of any claim or litigation) (collectively, "Losses") to which they or
any of them may become subject under the Securities Act, the Exchange Act or
otherwise insofar as such Losses (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the case of the Prospectus, in the light of the circumstances under
which they were made, not misleading, provided that (A) the foregoing indemnity
shall not be available to any Participant insofar as such Losses are caused by
any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to such Participant
furnished to the Company in writing by or on behalf of such Participant
expressly for use therein and (B) with respect to any such untrue statement or
omission made in any preliminary Prospectus, the indemnity contained in this
Section 7(a) (to the extent and only to the extent that such losses, claims,
damages or liabilities resulted from the untrue statement or omission described
in clause (2) below) shall not inure to the benefit of a Participant if it shall
be established that both (1) a copy of the amended or supplemented Prospectus
was not sent or given by such Participant to the Person asserting any such
losses, claims, damages or liabilities and such Participant was required by law
to so send or give such Prospectus to such Person and (2) the untrue statement
or omission in the preliminary Prospectus was corrected in the amended or
supplemented Prospectus, unless, in either case, such failure to deliver the
amended or supplemented Prospectus was a result of noncompliance by an Issuer
with any of its covenants or obligations in this Agreement.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each Issuer, each Person, if any, who controls any Issuer
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of their respective agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the case of the Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such Loss arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information relating to such Participant furnished in
writing to the Company by or on behalf of such Participant expressly for use
therein; provided, however, that with respect to any such untrue statement or
omission made in any preliminary Prospectus, the indemnity contained in this
Section 7(b) (to the extent and only to the extent that such losses, claims,
damages or liabilities resulted from an untrue statement or omission in the
preliminary Prospectus that was corrected in the amended or supplemented
Prospectus) shall not inure to the benefit of an Issuer if it shall be
estab-
<PAGE>
                                      -21-



lished that (1) both (A) a copy of the amended or supplemented Prospectus was
sent or given by such Participant to the Person asserting any such losses,
claims, damages or liabilities and (B) the untrue statement or omission in the
preliminary Prospectus was corrected in the amended or supplemented Prospectus
or (2) such failure to deliver the amended or supplemented Prospectus was a
result of noncompliance by an Issuer with any of its covenants or obligations in
this Agreement.

          (c) Promptly after receipt by an indemnified party under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure or from any liability which
it otherwise may have). In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement of
such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense of such action with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the fees and expenses of such counsel shall be
at the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying parties
in connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to take charge of the defense of such action
within a reasonable time after notice of commencement of the action, or (iii)
the indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them that are different from or additional to
those available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties; provided, however, that the indemnifying party will not be liable for
the fees and expenses of more than one counsel (together with appropriate local
counsel) designated by the indemnified party or parties at any time for all
indemnified parties in connection with any one action or separate but similar or
related actions arising out of the same general allegations or circumstances. An
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent, which consent may not be unreasonably
withheld. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

          (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a
party indemnified under this Section 7, each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each
<PAGE>
                                      -22-



indemnifying party, on the one hand, and each indemnified party, on the other
hand, from the sale of the Notes to the Initial Purchasers or the resale of the
Registrable Notes by such Holder, as applicable, or (ii) if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of
each indemnified party, on the one hand, and each indemnifying party, on the
other hand, in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. The relative
benefits received by the Issuers, on the one hand, and each Participant, on the
other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the sale of the Notes to the Initial Purchasers (net of discounts
and commissions but before deducting expenses) received by the Issuers are to
(y) the total net profit received by such Participant in connection with the
sale of the Registrable Notes. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers or such
Participant and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission or alleged
statement or omission.

          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each Person, if any, who controls any Participant within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
director, officer, employee and agent of such Participant shall have the same
rights to contribution as such Participant, and each Person, if any, who
controls any Issuer within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act and each director, officer, employee and agent of such
Issuer or Person who controls such Issuer shall have the same rights to
contribution as such Issuer. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action against such party in
respect of which a claim for contribution may be made against another party or
parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7 or otherwise, except to
the extent that it has been prejudiced in any material respect by such failure;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under this Section 7 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent; provided, however, that such written
consent was not unreasonably withheld.
<PAGE>
                                      -23-



     Section 8. Rules 144 and 144A

          The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Company is not required to file such reports, it will, upon
the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A under
the Securities Act, in each case for so long as any Registrable Notes remain
outstanding. The Issuers further covenant for so long as any Registrable Notes
remain outstanding that they will take such further action as any Holder of
Registrable Notes may reasonably request from time to time to enable such Holder
to sell Registrable Notes without registration under the Securities Act within
the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under
the Securities Act, as such Rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the Commission.

     Section 9. Underwritten Registrations

          If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will manage the offering will be
selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Company.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

     Section 10. Miscellaneous

          (a) No Inconsistent Agreements. The Issuers have not entered, as of
the date hereof, and shall not enter, after the date of this Agreement, into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b) Adjustments Affecting Registrable Notes. The Issuers shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect
<PAGE>
                                      -24-



the ability of the Holders of Registrable Notes to include such Registrable
Notes in a registration undertaken pursuant to this Agreement.

          (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Issuers and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented except pursuant to a written
agreement duly signed and delivered by each Holder and each Participating
Broker-Dealer (including any Person who was a Holder or Participating
Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be,
disposed of pursuant to any Registration Statement) adversely affected by any
such amendment, modification, supplement or waiver. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Notes whose securities are being sold pursuant to a Registration Statement and
that does not directly or indirectly affect, impair, limit or compromise the
rights of other Holders of Registrable Notes may be given by Holders of at least
a majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.

          (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:

     (i) if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture.

     (ii) if to the Issuers, at the address as follows:

                 Meritage Corporation
                 6613 North Scottsdale Road
                 Suite 200
                 Scottsdale, Arizona  85250
                 Telephone:  (480) 998-8700
                 Fax:  (480) 998-9178
                 Attention:  Larry W. Seay
<PAGE>
                                      -25-


          With a copy to:

                 Snell & Wilmer L.L.P.
                 One Arizona Center
                 400 E. Van Buren Street
                 Phoenix, Arizona  85004-2223
                 Telephone:  (602) 382-6000
                 Fax:  (602) 382-6070
                 Attention:  Steven D. Pidgeon, Esq.

     (iii) if to the Initial Purchasers, at the address as follows:

                 Deutsche Bank Securities Inc.
                 31 West 52nd Street
                 New York, New York  10019
                 Facsimile No.:  (646) 324-7467
                 Attention:  Corporate Finance

          With a copy to:

                 Cahill Gordon & Reindel
                 80 Pine Street
                 New York, New York  10005
                 Telephone:  (212) 701-3000
                 Fax:  (212) 269-5420
                 Attention:  Daniel J. Zubkoff, Esq.

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

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

          (e) Guarantors. So long as any Registrable Notes remain outstanding,
the Issuers shall cause each Person that becomes a guarantor of the Notes under
the Indenture to execute and deliver a counterpart to this Agreement which
subjects such Person to the provisions of this Agreement as a Guarantor. Each of
the Guarantors agrees to join the Company in all of its undertakings hereunder
to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf
Registration Statement required hereunder.
<PAGE>
                                      -26-



          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

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

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

          (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

          (j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.

          (k) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (l) Third-Party Beneficiaries. Holders and beneficial owners of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

          (m) Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its costs and expenses and any other available remedy.

          (n) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and
<PAGE>
                                      -27-



any and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between
the Holders on the one hand and the Issuers on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.
<PAGE>
                                      S-1


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

                                        MERITAGE CORPORATION


                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name:  Larry W. Seay
                                            Title: VP


                                        MONTEREY HOMES ARIZONA, INC.
                                        MONTEREY HOMES CONSTRUCTION, INC.
                                        MERITAGE HOMES CONSTRUCTION, INC.
                                        MERITAGE HOMES OF ARIZONA, INC.
                                        MERITAGE HOMES OF NORTHERN
                                         CALIFORNIA, INC.
                                        MTH-HOMES NEVADA, INC.
                                        MTH-TEXAS GP, INC.
                                        MTH-TEXAS GP II, INC.
                                        MTH-TEXAS LP, INC.
                                        MTH-TEXAS LP II, INC.
                                        HANCOCK-MTH BUILDERS, INC.
                                        HANCOCK-MTH COMMUNITIES, INC.


                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name:  Larry W. Seay
                                            Title: VP
<PAGE>
                                      S-2




                                        HULEN PARK VENTURE, L.L.C.

                                        By:  Legacy/Monterey Homes L.P.,
                                              its Sole Member

                                        By:  MTH-Texas GP, Inc.,
                                              General Partner of Legacy/Monterey
                                              Homes L.P.

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP


                                        LEGACY/MONTEREY HOMES L.P.

                                        By:  MTH-Texas GP, Inc.,
                                              its General Partner

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP


                                        LEGACY OPERATING COMPANY, L.P.


                                        By:  Meritage Holdings, L.L.C.,
                                              its General Partner

                                        By:  Legacy/Monterey Homes L.P.,
                                              Sole Member of Meritage
                                              Holdings L.L.C.

                                        By:  MTH-Texas GP, Inc.,
                                             General Partner of Legacy/Monterey
                                             Homes L.P.

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP

<PAGE>
                                      S-3



                                        MERITAGE HOLDINGS, L.L.C.

                                        By:  Legacy/Monterey Homes L.P.,
                                             its Sole Member

                                        By:  MTH-Texas GP, Inc.,
                                             General Partner of Legacy/Monterey
                                             Homes L.P.

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP


                                        MERITAGE PASEO CONSTRUCTION, LLC

                                        By:  Meritage Homes Construction, Inc.,
                                              its Sole Member

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP


                                        MERITAGE PASEO CROSSING, LLC

                                        By:  Meritage Homes of Arizona, Inc.,
                                              its Sole Member

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP


                                        MTH-HOMES TEXAS, L.P.

                                        By:  MTH-Texas GP II, Inc.,
                                              its General Partner

                                        By: /s/ Larry W. Seay
                                            ------------------------------------
                                            Name: Larry W. Seay
                                            Title: VP
<PAGE>
                                      S-4


                                        MTH-CAVALIER, LLC

                                        By:  Monterey Homes Construction, Inc.,
                                              its Sole Member

                                        By: /s/    Larry W. Seay
                                            ------------------------------------
                                            Name:  Larry W. Seay
                                            Title: VP
<PAGE>
                                      S-5



                                        DEUTSCHE BANK SECURITIES INC.
                                        UBS WARBURG LLC
                                        BANC ONE CAPITAL MARKETS, INC.
                                        FLEET SECURITIES, INC.

                                        By:  DEUTSCHE BANK SECURITIES INC.


                                        By: /s/    Richard Thaler
                                            ------------------------------------
                                            Name:  Richard Thaler
                                            Title: Managing Director


                                        By: /s/    Steve N. Sachman
                                            ------------------------------------
                                            Name:  Steve N. Sachman
                                            Title: Director
<PAGE>
                                                                      Schedule A

                                   GUARANTORS


1. Meritage Homes Construction, Inc.

2. Meritage Homes of Arizona, Inc.

3. Meritage Homes of Northern California, Inc.

4. Monterey Homes Arizona, Inc.

5. Monterey Homes Construction, Inc.

6. MTH-Homes Nevada, Inc.

7. MTH-Texas GP, Inc.

8. MTH-Texas GP II, Inc.

9. MTH-Texas LP, Inc.

10. MTH-Texas LP II, INC.

11. Hancock-MTH Builders, Inc.

12. Hancock-MTH Communities, Inc.

13. Hulen Park Venture, L.L.C.

14. Legacy/Monterey Homes L.P.

15. Legacy Operating Company, L.P.

16. Meritage Holdings, L.L.C.

17. Meritage Paseo Construction, LLC

18. Meritage Paseo Crossing, LLC

19. MTH-Homes Texas, L.P.

20. MTH-Cavalier, LLC