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                                                                EXHIBIT 4.ii.(e)

                                 IMC GLOBAL INC.

                          11.250% Senior Notes Due 2011

                              guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by

               THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                               December 10, 2002

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

                IMC Global Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Goldman, Sachs & Co. (the "Purchaser") upon the
terms set forth in the Purchase Agreement (as defined herein) $117,500,000
aggregate principal amount of its 11.250% Senior Notes Due 2011, which are
guaranteed by the subsidiaries of the Company listed on the signature pages
hereof. As an inducement to the Purchaser to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Company agrees with the Purchaser for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

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

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

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

                "CLOSING DATE" shall mean the date on which the Securities are
        initially issued.

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

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

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

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

                "EXCHANGE OFFER" shall have the meaning assigned thereto in
        Section 2(a) hereof.

                "EXCHANGE REGISTRATION" shall have the meaning assigned thereto
        in Section 3(c) hereof.

                "EXCHANGE REGISTRATION STATEMENT" shall have the meaning
        assigned thereto in Section 2(a) hereof.

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                "EXCHANGE SECURITIES" shall have the meaning assigned thereto in
        Section 2(a) hereof.

                "GUARANTORS" shall have the meaning assigned thereto in the
        Indenture.

                The term "HOLDER" shall mean each of the Purchaser and other
        persons who acquire Registrable Securities from time to time (including
        any successors or assigns), in each case for so long as such person owns
        any Registrable Securities.

                "INDENTURE" shall mean the Indenture, dated as of May 17, 2001
        among the Company, the Guarantors and The Bank of New York, as Trustee,
        as the same shall be amended from time to time.

                "NOTICE AND QUESTIONNAIRE" means a Notice of Registration
        Statement and Selling Securityholder Questionnaire substantially in the
        form of Exhibit A hereto.

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

                "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as
        of December 5, 2002 among the Purchaser, the Guarantors and the Company
        relating to the Securities.

                "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED,
        HOWEVER, that a Security shall cease to be a Registrable Security when
        (i) in the circumstances contemplated by Section 2(a) hereof, the
        Security has been exchanged for an Exchange Security in an Exchange
        Offer as contemplated in Section 2(a) hereof (provided that any Exchange
        Security that, pursuant to the last two sentences of Section 2(a), is
        included in a prospectus for use in connection with resales by
        broker-dealers shall be deemed to be a Registrable Security with respect
        to Sections 5, 6 and 9 until resale of such Registrable Security has
        been effected within the 180-day period referred to in Section 2(a));
        (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
        Registration Statement registering such Security under the Securities
        Act has been declared or becomes effective and such Security has been
        sold or otherwise transferred by the holder thereof pursuant to and in a
        manner contemplated by such effective Shelf Registration Statement;
        (iii) such Security is sold pursuant to Rule 144 under circumstances in
        which any legend borne by such Security relating to restrictions on
        transferability thereof, under the Securities Act or otherwise, is
        removed by the Company or pursuant to the Indenture;

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        (iv) such Security is eligible to be sold pursuant to paragraph (k) of
        Rule 144; or (v) such Security shall cease to be outstanding.

                "REGISTRATION DEFAULT" shall have the meaning assigned thereto
        in Section 2(c) hereof.

                "REGISTRATION EXPENSES" shall have the meaning assigned thereto
        in Section 4 hereof.

                "RESALE PERIOD" shall have the meaning assigned thereto in
        Section 2(a) hereof.

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

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

                "SECURITIES" shall mean, collectively, the 11.250% Senior Notes
        Due 2011 of the Company to be issued and sold to the Purchaser, and
        securities issued in exchange therefor or in lieu thereof pursuant to
        the Indenture. Each Security is entitled to the benefit of the
        guarantees provided for in the Indenture (the "GUARANTEES") and, unless
        the context otherwise requires, any reference herein to a "Security," an
        "Exchange Security" or a "Registrable Security" shall include a
        reference to the related Guarantees.

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

                "SHELF REGISTRATION" shall have the meaning assigned thereto in
        Section 2(b) hereof.

                "SHELF REGISTRATION STATEMENT" shall have the meaning assigned
        thereto in Section 2(b) hereof.

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                "SPECIAL INTEREST" shall have the meaning assigned thereto in
        Section 2(c) hereof.

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

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

                2.      REGISTRATION UNDER THE SECURITIES ACT.

                (a)     Except as set forth in Section 2(b) below, the Company
and the Guarantors agree to file under the Securities Act, no later than 150
days after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the "Exchange Registration Statement",
and such offer, the "Exchange Offer") any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Company and
guaranteed by the Guarantors which debt securities and guarantees are
substantially identical to the Securities and the related Guarantees,
respectively (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do
not contain provisions for the additional interest contemplated in Section 2(c)
below (such new debt securities hereinafter called "Exchange Securities"). The
Company agrees to use its reasonable best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 210 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form and
will comply with all applicable tender offer rules and regulations under the
Exchange Act. The Company further agrees to use its reasonable best efforts to
commence and complete the Exchange Offer promptly, but no later than 30 days
after such registration statement has become effective, hold the Exchange Offer
open for at least 30 days and exchange Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have been
"completed" only if the debt securities and related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and the Exchange Act and without material
restrictions under the blue sky or securities laws of a substantial majority of
the States

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of the United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Company having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the commencement of
the Exchange Offer. The Company agrees (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of
Exchange Securities that is a broker-dealer and (y) to keep such Exchange
Registration Statement effective for a period (the "Resale Period") beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable
Securities; PROVIDED, HOWEVER, that in either case, the Company receives written
notice from a broker-dealer that such broker-dealer holds Registrable Securities
that were acquired for the account of such broker-dealer as a result of market
making or similar activities. With respect to such Exchange Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

                (b)     If (i) on or prior to the time the Exchange Offer is
completed existing Commission interpretations are changed such that the debt
securities or the related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are not or would not
be, upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 240 days
following the Closing Date or (iii) the Exchange Offer is not available to any
holder of the Securities, the Company shall, in lieu of (or, in the case of
clause (iii), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file under the Securities Act as soon as practicable, but no later
than the later of 30 days after the time such obligation to file arises, a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"); PROVIDED, HOWEVER, that nothing
in this Section 2(b) shall require the filing of a Shelf Registration Statement
prior to the filing deadline for the Exchange Registration Statement. The
Company agrees to use its reasonable best efforts (x) to cause the Shelf
Registration Statement to become or be declared effective no later than 60 days
after such Shelf Registration Statement is filed and to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier
of the second anniversary of the Effective Time or such time as there are no
longer any Registrable Securities outstanding, PROVIDED, HOWEVER, that no holder
shall be

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entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder, and (y) after
the Effective Time of the Shelf Registration Statement, promptly upon the
written request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify such
holder as a selling securityholder in the Shelf Registration Statement,
PROVIDED, HOWEVER, that nothing in this Clause (y) shall relieve any such holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(iii) hereof. The Company further
agrees 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 by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to use its reasonable best efforts to
furnish to each Electing Holder copies of any such supplement or amendment prior
to its being used or promptly following its filing with the Commission. After
such Shelf Registration Statement has been declared effective by the Commission,
the Company shall not be obligated to amend or supplement it more than one time
per quarterly period for the sole purpose of naming additional holders.

                (c)     In the event that (i) the Company has not filed the
Exchange Registration Statement or Shelf Registration Statement on or before the
date on which such registration statement is required to be filed pursuant to
Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement
or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 days after the initial effective date of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required
to be made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded within five
business days by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), then, as
liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special interest ("Special Interest"), in addition to the Base

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Interest, shall accrue at a per annum rate of 0.25% on the principal amount of
the Registrable Securities for the first 90 days of the Registration Default
Period, at a per annum rate of 0.50% for the second 90 days of the Registration
Default Period, at a per annum rate of 0.75% for the third 90 days of the
Registration Default Period and at a per annum rate of 1.0% thereafter for the
remaining portion of the Registration Default Period.

                (d)     The Company and the Guarantors shall take all reasonable
actions necessary or advisable to be taken by them to ensure that the
transactions contemplated herein are effected as so contemplated, including all
actions necessary or desirable to register the Guarantees under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

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

                3.      REGISTRATION PROCEDURES.

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

                (a)     At or before the Effective Time of the Exchange Offer or
the Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.

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

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

                     (i)  prepare and file with the Commission, no later than
                150 days after the Closing Date, an Exchange Registration
                Statement on any form which may be utilized by the Company and
                which shall permit the Exchange Offer and resales of Exchange
                Securities by broker-dealers during the Resale Period to be
                effected as contemplated by Section 2(a),

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                and use its reasonable best efforts to cause such Exchange
                Registration Statement to become effective as soon as
                practicable thereafter, but no later than 210 days after the
                Closing Date;

                    (ii)  as soon as reasonably practicable prepare and file
                with the Commission such amendments and supplements to such
                Exchange Registration Statement and the prospectus included
                therein as may be necessary to effect and maintain the
                effectiveness of such Exchange Registration Statement for the
                periods and purposes contemplated in Section 2(a) hereof and as
                may be required by the applicable rules and regulations of the
                Commission and the instructions applicable to the form of such
                Exchange Registration Statement, and promptly provide each
                broker-dealer holding Exchange Securities with such number of
                copies of the prospectus included therein (as then amended or
                supplemented), in conformity in all material respects with the
                requirements of the Securities Act and the Trust Indenture Act
                and the rules and regulations of the Commission thereunder, as
                such broker-dealer reasonably may request in writing prior to
                the expiration of the Resale Period, for use in connection with
                resales of Exchange Securities;

                   (iii)  promptly notify each broker-dealer that has requested
                or received copies of the prospectus included in such
                registration statement, and confirm such advice in writing, (A)
                when such Exchange Registration Statement or the prospectus
                included therein or any prospectus amendment or supplement or
                post-effective amendment has been filed, and, with respect to
                such Exchange Registration Statement or any post-effective
                amendment, when the same has become effective, (B) of any
                comments by the Commission and by the blue sky or securities
                commissioner or regulator of any state with respect thereto or
                any request by the Commission for amendments or supplements to
                such Exchange Registration Statement or prospectus or for
                additional information, (C) of the issuance by the Commission of
                any stop order suspending the effectiveness of such Exchange
                Registration Statement or the initiation or threatening of any
                proceedings for that purpose, (D) if at any time the
                representations and warranties of the Company contemplated by
                Section 5 cease to be true and correct in all material respects,
                (E) of the receipt by the Company of any notification with
                respect to the suspension of the qualification of the Exchange
                Securities for sale in any jurisdiction or the initiation or
                threatening of any proceeding for such purpose, or (F) at any
                time during the Resale Period when a prospectus is required to
                be delivered under the Securities Act, that such Exchange
                Registration Statement, prospectus, prospectus amendment

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                or supplement or post-effective amendment does not conform in
                all material respects to the applicable requirements of the
                Securities Act and the Trust Indenture Act and the rules and
                regulations of the Commission thereunder or contains an untrue
                statement of a material fact or omits to state any material fact
                required to be stated therein or necessary to make the
                statements therein not misleading in light of the circumstances
                then existing;

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

                     (v)  use its reasonable best efforts to obtain the
                withdrawal of any order suspending the effectiveness of such
                Exchange Registration Statement or any post-effective amendment
                thereto at the earliest practicable date;

                    (vi)  use its reasonable best efforts to (A) register or
                qualify the Exchange Securities under the securities laws or
                blue sky laws of such jurisdictions as are contemplated by
                Section 2(a) no later than the commencement of the Exchange
                Offer, (B) keep such registrations or qualifications in effect
                and comply with such laws so as to permit the continuance of
                offers, sales and dealings therein in such jurisdictions until
                the expiration of the Resale Period and (C) take any and all
                other actions as may be reasonably necessary or advisable to
                enable each broker-dealer holding Exchange Securities to
                consummate the disposition thereof in such jurisdictions;
                PROVIDED, HOWEVER, that neither the Company nor the Guarantors
                shall be required for any such purpose to (1) qualify as a
                foreign corporation in any jurisdiction wherein it would not
                otherwise be required to qualify but for the requirements of
                this Section 3(c)(vi), (2) consent to general service of process
                in any such jurisdiction or (3) make any changes to its
                certificate of incorporation or by-laws or any agreement between
                it and its stockholders;

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

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

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

                (d)     In connection with the Company's obligations with
respect to the Shelf Registration, if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                     (i)  prepare and file with the Commission, within the time
                periods specified in Section 2(b), a Shelf Registration
                Statement on any form which may be utilized by the Company and
                which shall register all of the Registrable Securities for
                resale by the holders thereof in accordance with such method or
                methods of disposition as may be specified by such of the
                holders as, from time to time, may be Electing Holders and use
                its reasonable best efforts to cause such Shelf Registration
                Statement to become effective as soon as practicable but in any
                case within the time periods specified in Section 2(b);

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

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                   (iii)  after the Effective Time of the Shelf Registration
                Statement, upon the written request of any holder of Registrable
                Securities that is not then an Electing Holder, within five
                business days send a Notice and Questionnaire to such holder;
                provided that the Company shall not be required to take any
                action to name such holder as a selling securityholder in the
                Shelf Registration Statement or to enable such holder to use the
                prospectus forming a part thereof for resales of Registrable
                Securities until such holder has returned a completed and signed
                Notice and Questionnaire to the Company; and provided further,
                after such Shelf Registration Statement has been declared
                effective by the Commission, the Company shall not be obligated
                to amend or supplement it more than one time per quarterly
                period for the sole purpose of naming additional holders.

                    (iv)  as soon as reasonably practicable prepare and file
                with the Commission such amendments and supplements to such
                Shelf Registration Statement and the prospectus included therein
                as may be necessary to effect and maintain the effectiveness of
                such Shelf Registration Statement for the period specified in
                Section 2(b) hereof and as may be required by the applicable
                rules and regulations of the Commission and the instructions
                applicable to the form of such Shelf Registration Statement, and
                furnish to the Electing Holders named in such Shelf Registration
                Statement copies of any such supplement or amendment
                simultaneously with or prior to its being used or filed with the
                Commission;

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

                    (vi)  upon the request of holders who collectively hold an
                aggregate principal amount of Registrable Securities in excess
                of 20% of the amount of the outstanding Registrable Securities
                (the "REQUESTING HOLDERS"), enter into an underwriting
                agreement, engagement letter, agency agreement, "best efforts"
                underwriting agreement, or similar agreement, including
                customary provisions relating to indemnification and
                contribution, on one occasion and make such representations and
                warranties and take all such other actions in connection
                therewith as may be reasonable and customary in underwritten
                offerings in order to expedite or facilitiate the disposition of
                the Registrable Securities, including

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                an opportunity for the Requesting Holders and their
                representatives and advisors to participate in the preparation
                of such Shelf Registration Statement;

                   (vii)  for a reasonable period prior to the filing of such
                Shelf Registration Statement, and throughout the period
                specified in Section 2(b), make available at reasonable times at
                the Company's principal place of business or such other
                reasonable place for inspection by the persons referred to in
                Section 3(d)(vi) who shall certify to the Company that they have
                a current intention to sell the Registrable Securities pursuant
                to the Shelf Registration such financial and other information
                and books and records of the Company, and cause the officers,
                employees, counsel and independent certified public accountants
                of the Company to respond to such inquiries, as shall be
                reasonably necessary, in the judgment of the respective counsel
                referred to in such Section, to conduct a reasonable
                investigation within the meaning of Section 11 of the Securities
                Act; PROVIDED, HOWEVER, that each such party shall be required
                to maintain in confidence and not to disclose to any other
                person any information or records reasonably designated by the
                Company as being confidential, until such time as (A) such
                information becomes a matter of public record (whether by virtue
                of its inclusion in such registration statement or otherwise),
                or (B) such person shall be required so to disclose such
                information pursuant to a subpoena or order of any court or
                other governmental agency or body having jurisdiction over the
                matter (subject to the requirements of such order, and only
                after such person shall have given the Company prompt prior
                written notice of such requirement), or (C) such information is
                required to be set forth in such Shelf Registration Statement or
                the prospectus included therein or in an amendment to such Shelf
                Registration Statement or an amendment or supplement to such
                prospectus in order that such Shelf Registration Statement,
                prospectus, amendment or supplement, as the case may be,
                complies with applicable requirements of the federal securities
                laws and the rules and regulations of the Commission and does
                not contain an untrue statement of a material fact or omit to
                state therein a material fact required to be stated therein or
                necessary to make the statements therein not misleading in light
                of the circumstances then existing;

                  (viii)  promptly notify each of the Electing Holders, any
                sales or placement agent therefor and any underwriter thereof
                (which notification may be made through any managing underwriter
                that is a representative of such underwriter for such purpose),
                as applicable, and confirm such advice in writing, (A) when such
                Shelf Registration Statement or the prospectus included therein
                or any prospectus

                                       13
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                or the prospectus included therein or any prospectus amendment
                or supplement or post-effective amendment has been filed, and,
                with respect to such Shelf Registration Statement or any
                post-effective amendment, when the same has become effective,
                (B) of any comments by the Commission and by the blue sky or
                securities commissioner or regulator of any state with respect
                thereto or any request by the Commission for amendments or
                supplements to such Shelf Registration Statement or prospectus
                or for additional information, (C) of the issuance by the
                Commission of any stop order suspending the effectiveness of
                such Shelf Registration Statement or the initiation or
                threatening of any proceedings for that purpose, (D) if at any
                time the representations and warranties of the Company
                contemplated by Section 3(d)(xvii) or Section 5 cease to be true
                and correct in all material respects, (E) of the receipt by the
                Company of any notification with respect to the suspension of
                the qualification of the Registrable Securities for sale in any
                jurisdiction or the initiation or threatening of any proceeding
                for such purpose, or (F) if at any time when a prospectus is
                required to be delivered under the Securities Act, that such
                Shelf Registration Statement, prospectus, prospectus amendment
                or supplement or post-effective amendment does not conform in
                all material respects to the applicable requirements of the
                Securities Act and the Trust Indenture Act and the rules and
                regulations of the Commission thereunder or contains an untrue
                statement of a material fact or omits to state any material fact
                required to be stated therein or necessary to make the
                statements therein not misleading in light of the circumstances
                then existing;

                    (ix)  use its reasonable best efforts to obtain the
                withdrawal of any order suspending the effectiveness of such
                registration statement or any post-effective amendment thereto
                at the earliest practicable date;

                     (x)  if requested by any managing underwriter or
                underwriters, any placement or sales agent or any Electing
                Holder, as applicable, promptly incorporate in a prospectus
                supplement or post-effective amendment such information as is
                required by the applicable rules and regulations of the
                Commission and as such managing underwriter or underwriters,
                such agent or such Electing Holder specifies should be included
                therein relating to the terms of the sale of such Registrable
                Securities, including information with respect to the principal
                amount of Registrable Securities being sold by such Electing
                Holder or agent or to any underwriters, the name and description
                of such Electing Holder, agent or underwriter, the offering
                price of such Registrable Securities

                                       14
<Page>

                and any discount, commission or other compensation payable in
                respect thereof, the purchase price being paid therefor by such
                underwriters and with respect to any other terms of the offering
                of the Registrable Securities to be sold by such Electing Holder
                or agent or to such underwriters; and make all required filings
                of such prospectus supplement or post-effective amendment
                promptly after notification of the matters to be incorporated in
                such prospectus supplement or post-effective amendment;
                PROVIDED, HOWEVER, that after such Shelf Registration Statement
                has been declared effective by the Commission, the Company shall
                not be obligated to amend or supplement it more than one time
                per quarterly period for the sole purpose of naming additional
                Electing Holders.

                    (xi)  furnish to each Electing Holder, each placement or
                sales agent, if any, therefor, each underwriter, if any, thereof
                and the respective counsel referred to in Section 3(d)(vi) an
                executed copy (or, in the case of an Electing Holder, a
                conformed copy) of such Shelf Registration Statement, each such
                amendment and supplement thereto (in each case including all
                exhibits thereto (in the case of an Electing Holder of
                Registrable Securities, upon request) and documents incorporated
                by reference therein) and such number of copies of such Shelf
                Registration Statement (excluding exhibits thereto and documents
                incorporated by reference therein unless specifically so
                requested by such Electing Holder, agent or underwriter, as the
                case may be) and of the prospectus included in such Shelf
                Registration Statement (including each preliminary prospectus
                and any summary prospectus), in conformity in all material
                respects with the applicable requirements of the Securities Act
                and the Trust Indenture Act and the rules and regulations of the
                Commission thereunder, and such other documents, as such
                Electing Holder, agent, if any, and underwriter, if any, may
                reasonably request in order to permit such Electing Holder,
                agent and underwriter to satisfy the prospectus delivery
                requirements of the Securities Act; and the Company hereby
                consents to the use of such prospectus (including such
                preliminary and summary prospectus) and any amendment or
                supplement thereto by each such Electing Holder and by any such
                agent and underwriter, in each case in the form most recently
                provided to such person by the Company, in connection with the
                offering and sale of the Registrable Securities covered by the
                prospectus (including such preliminary and summary prospectus)
                or any supplement or amendment thereto;

                                       15
<Page>

                   (xii)  use reasonable best efforts to (A) register or qualify
                the Registrable Securities to be included in such Shelf
                Registration Statement under such securities laws or blue sky
                laws of such jurisdictions as any Electing Holder and each
                placement or sales agent, if any, therefor and underwriter, if
                any, thereof shall reasonably request, (B) keep such
                registrations or qualifications in effect and comply with such
                laws so as to permit the continuance of offers, sales and
                dealings therein in such jurisdictions during the period the
                Shelf Registration is required to remain effective under Section
                2(b) above and for so long as may be necessary to enable any
                such Electing Holder, agent or underwriter to complete its
                distribution of Securities pursuant to such Shelf Registration
                Statement and (C) take any and all other actions as may be
                reasonably necessary or advisable to enable each such Electing
                Holder, agent, if any, and underwriter, if any, to consummate
                the disposition in such jurisdictions of such Registrable
                Securities; PROVIDED, HOWEVER, that neither the Company nor the
                Guarantors shall not be required for any such purpose to (1)
                qualify as a foreign corporation in any jurisdiction wherein it
                would not otherwise be required to qualify but for the
                requirements of this Section 3(d)(xii), (2) consent to general
                service of process in any such jurisdiction or (3) make any
                changes to its certificate of incorporation or by-laws or any
                agreement between it and its stockholders;

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

                   (xiv)  Unless any Registrable Securities shall be in
                book-entry only form, cooperate with the Electing Holders and
                the managing underwriters, if any, to facilitate the timely
                preparation and delivery of certificates representing
                Registrable Securities to be sold, which certificates, if so
                required by any securities exchange upon which any Registrable
                Securities are listed, shall be penned, lithographed or
                engraved, or produced by any combination of such methods, on
                steel engraved borders, and which certificates shall not bear
                any restrictive legends; and, in the case of an underwritten
                offering, enable such Registrable Securities to be in such
                denominations and registered in such names as the managing
                underwriters may request at least two business days prior to any
                sale of the Registrable Securities;

                                       16
<Page>

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

                   (xvi)  if an agreement of the type referred to in Section
                3(d)(vi) hereof is entered into (A) obtain an opinion of counsel
                to the Company in customary form and covering such matters, of
                the type customarily covered by such an opinion, as the managing
                underwriters, if any, or as any Requesting Holders may
                reasonably request, addressed to such Requesting Holder or
                Electing Holders and the placement or sales agent, if any,
                therefor and the underwriters, if any, thereof and dated the
                effective date of such Shelf Registration Statement (and if such
                Shelf Registration Statement contemplates an underwritten
                offering of a part or all of the Registrable Securities, dated
                the date of the closing under the underwriting agreement
                relating thereto) (it being agreed that such opinion be
                substantially similar to and cover those matters covered in the
                opinion issued pursuant to Section 7(b) of the Purchase
                Agreement; (B) obtain a "cold comfort" letter or letters from
                the independent certified public accountants of the Company
                addressed to the selling Electing Holders, the placement or
                sales agent, if any, therefor or the underwriters, if any,
                thereof, dated (i) the effective date of such Shelf Registration
                Statement and (ii) the effective date of any prospectus
                supplement to the prospectus included in such Shelf Registration
                Statement or post-effective amendment to such Shelf Registration
                Statement which includes unaudited or audited financial
                statements as of a date or for a period subsequent to that of
                the latest such statements included in such prospectus (and, if
                such Shelf Registration Statement contemplates an underwritten
                offering pursuant to any prospectus supplement to the prospectus
                included in such Shelf Registration Statement or post-effective
                amendment to such Shelf Registration Statement which includes
                unaudited or audited financial statements as of a date or for a
                period subsequent to that of the latest such statements included
                in such prospectus, dated the date of the closing under the
                underwriting agreement relating thereto), such letter or letters
                to be in customary form and covering such matters of the type
                customarily covered by letters of such type; (C) deliver such
                documents and certificates, including officers' certificates, as
                may be reasonably requested by the Requesting Holders or the
                placement or sales agent, if any, therefor and the managing
                underwriters, if any, thereof to evidence the accuracy of the
                representations and warranties made pursuant to Section 3(d)(vi)
                above or those contained in Section 5(a) hereof and the
                compliance with or satisfaction of any agreements or conditions
                contained in the underwriting agreement or other agreement
                entered into

                                       17
<Page>

                by the Company or the Guarantors; and (D) undertake such
                obligations relating to expense reimbursement, indemnification
                and contribution as are provided in Section 6 hereof;

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

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

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

                                       18
<Page>

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

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

                                       19
<Page>

to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing.

                (g)     Until the expiration of two years after the Closing
Date, the Company will not, and will not permit any of its "affiliates" (as
defined in Rule 144) to, resell any of the Securities that have been reacquired
by it or any of them except pursuant to an effective registration statement
under the Securities Act.

                4.      REGISTRATION EXPENSES.

                The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of counsel
for the Electing Holders or underwriters in connection with such qualification
and determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel (not to
exceed $25,000) for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable

                                       20
<Page>

Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services
for rating the Securities, and (k) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

                5.      REPRESENTATIONS AND WARRANTIES.

                Each of the Company and the Guarantors represents and warrants
to, and agrees with, the Purchaser and each of the holders from time to time of
Registrable Securities that:

                (a)     Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof
and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not

                                       21
<Page>

contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; PROVIDED, HOWEVER,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by a holder of Registrable Securities or its designated
representatives or advisors expressly for use therein.

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

                (c)     The compliance by the each of Company and the Guarantors
with all of the provisions of this Exchange and Registration Rights Agreement
and the consummation of the transactions herein contemplated will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is bound or to
which any of the property or assets of the Company or any subsidiary of the
Company is subject, except as would not, individually or in the aggregate, have
a material adverse effect on the current or future financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, nor will such action result in any violation of the provisions of
any certificate of incorporation, as amended, charter, by-laws or other
organizational documents of the Company or any of the Guarantors or any statute
or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any subsidiary of the Company or any of
their properties; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is
required for the consummation by the Company and the Guarantors of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be

                                       22
<Page>

required under State securities or blue sky laws in connection with the offering
and distribution of the Securities.

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

                6.      INDEMNIFICATION.

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

                (b)     INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND
UNDERWRITERS. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2(b) hereof and to entering into any underwriting agreement with respect
thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company

                                       23
<Page>

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

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

                                       24
<Page>

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

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

                                       25
<Page>

within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

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

                7.      UNDERWRITTEN OFFERINGS.

                (a)     SELECTION OF UNDERWRITERS. If any of the Registrable
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be
designated by the Requesting Holders, provided that such designated managing
underwriter or underwriters is or are reasonably acceptable to the Company.

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

                8.      RULE 144.

                The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the

                                       26
<Page>

Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Registrable Securities in connection with that
holder's sale pursuant to Rule 144, the Company shall deliver to such holder a
written statement as to whether it has complied with such requirements.

                9.      MISCELLANEOUS.

                (a)     NO INCONSISTENT AGREEMENTS. The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this Exchange
and Registration Rights Agreement.

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

                (c)     NOTICES. All notices, requests, claims, demands, waivers
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand, if delivered personally or by
courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to the
Company, to it at 100 South Saunders Road, Suite 300, Lake Forest, Illinois
60045 and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as
the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

                (d)     PARTIES IN INTEREST. All the terms and provisions of
this Exchange and Registration Rights Agreement shall be binding upon, shall
inure to the benefit of

                                       27
<Page>

and shall be enforceable by the parties hereto and the holders from time to time
of the Registrable Securities and the respective successors and assigns of the
parties hereto and such holders. In the event that any transferee of any holder
of Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Company shall so request, any
such successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.

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

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

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

                (h)     ENTIRE AGREEMENT; AMENDMENTS. This Exchange and
Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings among the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement may be amended and the observance of any

                                       28
<Page>

term of this Exchange and Registration Rights Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a written instrument duly executed by the Company and the holders of at
least a majority in aggregate principal amount of the Registrable Securities at
the time outstanding. Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

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

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

                                       29
<Page>

                If the foregoing is in accordance with your understanding,
please sign and return to us one for each of the Company and the Purchaser plus
one for each counsel counterparts hereof, and upon the acceptance hereof by you,
on behalf of the Purchaser, this letter and such acceptance hereof shall
constitute a binding agreement among the Purchaser, the Guarantors and the
Company.


                                            Very truly yours,


                                            IMC Global Inc.

                                            By:  /s/ J. Reid Porter
                                                 ------------------
                                                 Name: J. Reid Porter
                                                 Title: Executive Vice President
                                                 and Chief Financial Officer

                                       30
<Page>

                                            IMC GLOBAL OPERATIONS INC.

                                            By:  /s/ J. Reid Porter
                                                 ------------------
                                                 J. Reid Porter,
                                                 Executive Vice President


                                            IMC GLOBAL POTASH HOLDINGS N.V.
                                            IMC POTASH COLONSAY N.V.

                                            By:  /s/ E. Paul Dunn
                                                 ----------------
                                                 E. Paul Dunn, Jr.,
                                                 Managing Director


                                            IMC PHOSPHATES COMPANY

                                            By:  IMC Phosphates MP Inc.
                                            Its: Managing Partner


                                            By:  /s/ J. Reid Porter
                                                 ------------------
                                                 J. Reid Porter,
                                                 Vice President


                                            PHOSPHATE RESOURCE PARTNERS LIMITED
                                            PARTNERSHIP

                                            By:  IMC Global Inc.
                                            Its: Administrative Managing
                                                 General Partner


                                            By:  /s/ J. Reid Porter
                                                 ------------------
                                                 J. Reid Porter,
                                                 Executive Vice President


                                            By:  FMRP Inc.
                                            Its: General Partner


                                            By   /s/ J. Reid Porter
                                                 ------------------
                                                 J. Reid Porter, Vice President

                                       31
<Page>

                                            IMC GLOBAL DUTCH HOLDINGS B.V.
                                            IMC GLOBAL NETHERLANDS B.V.

                                            By:  ABN AMRO Trust Company
                                                 (Nederland) B.V.
                                            Its: Managing Director


                                            By:  /s/ U.M Daelman-Geerdink
                                                 ------------------------

                                                 Name: U.M Daelman-Geerdink
                                                       --------------------
                                                       Proxy Holder


                                            By:  /s/ A. Vander Krogt
                                                 -------------------
                                            Name: A. Vander Krogt
                                                      Proxy Holder

                                       32
<Page>

                                            FMRP INC.
                                            IMC CANADA LTD.
                                            IMC CHEMICALS INC.
                                            IMC CHEMICAL NORTH AMERICA LLC
                                            IMC PHOSPHATES MP INC.
                                            IMC POTASH CARLSBAD INC.
                                            IMC POTASH COLONSAY ULC
                                            IMC SULPHUR HOLDINGS LLC
                                            IMC USA HOLDINGS INC.
                                            IMC USA INC. LLC
                                            KCL HOLDINGS, INC.
                                            NATI LLC
                                            THE VIGORO CORPORATION


                                            By:  /s/ J. Reid Porter
                                                 ------------------
                                                 J. Reid Porter,
                                                 Vice President

                                       33
<Page>

                                            Accepted as of the date hereof:
                                                 Goldman, Sachs & Co.


/s/ Goldman, Sachs & Co.
------------------------
    (Goldman, Sachs & Co.)

                                       34
<Page>

Exhibit A

IMC Global, Inc.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE:  [DATE](a)

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the IMC Global Inc. (the "Company")
11.250% Senior Notes Due 2011 (the "Securities") are held.

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

IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE
ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact IMC Global Inc.,
100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, telephone (847)
739-1200, Attention: Chief Financial Officer.

----------
(a)     Not less than 28 calendar days from date of mailing.

                                       A-1
<Page>

                                 IMC Global Inc.

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between IMC Global Inc. (the
"Company") and the Purchaser named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 11.250% Senior Notes Due 2011 (the "Securities"). A copy
of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

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

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

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.

                                       A-2
<Page>

ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.(10)

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

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

                                       A-3
<Page>

QUESTIONNAIRE

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

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

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

(2)             Address for Notices to Selling Securityholder:

                                     ------------------------------------

                                     ------------------------------------

                                     ------------------------------------

                Telephone:
                                     ------------------------------------

                Fax:
                                     ------------------------------------

                Contact Person:
                                     ------------------------------------

(3)        Beneficial Ownership of Securities:

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

           (a)  Principal amount of Registrable Securities beneficially owned:
                _______ CUSIP No(s). of such Registrable Securities:
                ________________________________________________________________

           (b)  Principal amount of Securities other than Registrable Securities
                beneficially owned: ____________________________________________
                CUSIP No(s). of such other Securities:
                ________________________________________________________________

           (c)  Principal amount of Registrable Securities which the undersigned
                wishes to be included in the Shelf Registration Statement:
                ________ CUSIP No(s). of such Registrable Securities to be
                included in the Shelf Registration Statement:___________________
                ______________________

                                       A-4
<Page>

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

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

           State any exceptions here:

(5)        Relationships with the Company:

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

           State any exceptions here:

(6)        Plan of Distribution:

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

           State any exceptions here:

                                       A-5
<Page>

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

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

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

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

        (i)     To the Company:

                IMC Global Inc.
                100 South Saunders Road,
                Suite 300
                Lake Forest, Illinois  60045
                Attention: Chief Financial Officer
                (847) 739-1200

        (ii)    With a copy to:

                Kirkland & Ellis
                200 East Randolph Drive
                Chicago, Illinois  60601
                Attention: Michael G. Timmers, Esq.
                (312) 861-2000

                                       A-6
<Page>

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

                                       A-7
<Page>

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

Dated:
       -------------------------

                                            ------------------------------------
                                            Selling Securityholder
                                            (Print/type full legal name of
                                            beneficial owner of Registrable
                                            Securities)


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

                                       A-8
<Page>

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

                Kirkland & Ellis
                200 East Randolph Drive
                Chicago, Illinois  60601
                Attention: Michael G. Timmers, Esq.
                (312) 861-2000

                                       A-9
<Page>

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Bank of New York
IMC Global Inc.
c/o The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21st Floor West
New York, New York  10286

Attention: Trust Officer

        Re:     IMC Global Inc. (the "Company")
                11.250% Senior Notes Due 2011


Dear Sirs:

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

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

Dated:

                                            Very truly yours,

                                            ----------------------------------
                                            (Name)

                                            By:
                                                ------------------------------
                                                          (Authorized Signature)

                                       F-1