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                                                                     Exhibit 4.4


                                  $213,000,000

                             DOANE PET CARE COMPANY

                          10 3/4% SENIOR NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT


                                                               February 28, 2003

Credit Suisse First Boston LLC
As Representative of the Several Initial Purchasers
c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

J.P. Morgan Securities Inc.
As a Market-Maker
270 Park Avenue
New York, New York 10017

Dear Sirs:

         Doane Pet Care Company, a Delaware corporation (the "ISSUER"), proposes
to issue and sell to Credit Suisse First Boston LLC and the other Initial
Purchasers named in Schedule A to the Purchase Agreement (defined below)
(collectively, the "INITIAL PURCHASERS"), upon the terms set forth in a purchase
agreement dated as of February 21, 2003 (the "PURCHASE AGREEMENT"), $213,000,000
aggregate principal amount of its 10 3/4% Senior Notes due 2010 (the "INITIAL
SECURITIES") to be guaranteed (the "GUARANTIES") by DPC Investment Corp., a
Delaware corporation, and Doane/Windy Hill Joint Venture L.L.C., a Texas limited
liability company, (the "GUARANTORS" and, collectively with the Issuer, the
"COMPANY"). The Initial Securities will be issued pursuant to an Indenture,
dated as of the date hereof (the "INDENTURE"), among the Issuer, the Guarantors
and Wilmington Trust Company, as trustee (the "TRUSTEE"). As an inducement to
the Initial Purchasers to enter into the Purchase Agreement, the Company agrees
with the Initial Purchasers, for the benefit of the Initial Purchasers, the
holders of the Securities (as defined below) (collectively, the "HOLDERS") and
the Market-Makers (as defined below), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and file with the Securities and Exchange Commission
(the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in
Section 7 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities of the Company issued under the Indenture, identical
in all material respects to the Initial Securities and



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registered under the Securities Act (the "EXCHANGE SECURITIES"), except that the
Exchange Securities will not be subject to restrictions on transfer, any
increase in annual interest rate for failure to comply with this Agreement or
additional registration rights. The Company shall use its commercially
reasonable efforts to (i) cause such Exchange Offer Registration Statement to
become effective under the Securities Act and (ii) keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or longer,
if required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders.

         If the Company commences the Registered Exchange Offer, the Company
will use its commercially reasonable efforts to consummate the Registered
Exchange Offer no later than 180 days after the date on which the Initial
Purchasers purchase the Initial Securities pursuant to the Purchase Agreement
(the "CLOSING DATE") (such 180th day being the "CONSUMMATION DEADLINE").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment (an "EXCHANGING INITIAL
PURCHASER"), is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in connection with such sale. All references in this Agreement to
"prospectus" shall, except when the context otherwise requires, include any
prospectus (or amendment or supplement thereto) filed with the Commission
pursuant to Section 3 of this Agreement.

         The Company shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Exchanging Initial Purchaser,
such period (the "EXCHANGE OFFER EFFECTIVENESS PERIOD") shall be the lesser of
180 days after the consummation of the Registered Exchange Offer and the date on
which all Exchanging Dealers and Exchanging Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 4(k) below) (it being understood that any such Exchanging Initial
Purchaser or Exchanging Dealer shall, upon request, promptly notify the Company


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whether such party has sold all Exchange Securities held by it) and (ii) the
Company shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of any
Exchange Securities during the Exchange Offer Effectiveness Period.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES."

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date notice thereof is mailed to the Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

                  (d) permit Holders, pursuant to the instructions in the letter
         of transmittal, to withdraw tendered Securities at any time prior to
         5:00 p.m., New York time, on the last business day on which the
         Registered Exchange Offer shall remain open; and

                  (e) otherwise comply with all applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the Securities validly tendered
         and not withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (y) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

                  (z) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture (but that the
Private Exchange Securities shall be) and that all the Securities will vote and
consent together on all matters as one class and that none of the Securities
will have the right to vote or consent as a class separate from one another on
any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on


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which interest was paid on the Initial Securities surrendered in exchange
therefor or, if no interest has been paid on such Initial Securities, from the
date of original issue of such Initial Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company, as a condition to such Holders'
participation in the Registered Exchange Offer, that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Company or if
it is an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if such
Holder is a broker-dealer, that it will receive Exchange Securities for its own
account in exchange for Initial Securities that were acquired as a result of
market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities; and such Holder shall have made such other
representations as may be reasonably necessary under applicable Commission
rules, regulations or interpretations to render the use of Form S-4 or other
appropriate form under the Securities Act available.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representation, warranty or agreement in this provision or elsewhere in this
Agreement with respect to the Selling Holders' Information (as defined below),
the Market-Maker's Information (as defined below), or any other written
information pertaining to a Holder and furnished to the Company by or on behalf
of such Holder specifically for inclusion in any Registration Statement,
prospectus or amendment or supplement thereto.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer, unless the
Company has determined, based on the advice of counsel, that it would be futile
to seek such no-action relief. The Company will pursue the issuance of such a
decision to the Commission staff level. In connection with the foregoing, the
Company will take all such other actions as may be reasonably requested by the
Commission or otherwise required in connection with the issuance of such
decision, including without limitation (i) participating in telephonic
conferences with the Commission, (ii) delivering to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that the Registered Exchange Offer
should be permitted and (iii) diligently pursuing a resolution (which need not
be favorable) by the Commission staff.

         2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as


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contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 180th day after the Closing Date, (iii) any Initial Purchaser
so requests in writing with respect to the Initial Securities (or the Private
Exchange Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is not eligible to participate in the Registered Exchange Offer or, in the case
of any Holder (other than an Exchanging Dealer) that participates in the
Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange and any such Holder so requests
in writing, the Company shall take the following actions (the date on which any
of the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required
notice, being a "TRIGGER DATE"):

                  (a) The Company shall promptly (but in no event more than 45
         days after the Trigger Date (such 45th day being a "FILING DEADLINE"))
         file with the Commission and thereafter use its commercially reasonable
         efforts to cause to be declared effective no later than 140 days after
         the Trigger Date (such 140th day being an "EFFECTIVENESS DEADLINE") a
         registration statement (the "SHELF REGISTRATION STATEMENT") on an
         appropriate form under the Securities Act relating to the offer and
         sale of the Transfer Restricted Securities by the Holders thereof from
         time to time in accordance with the methods of distribution set forth
         in the Shelf Registration Statement and Rule 415 under the Securities
         Act (hereinafter, the "SHELF REGISTRATION"); provided, however, that no
         Holder (other than an Initial Purchaser, who is already bound by the
         provisions of this Agreement) shall be entitled to have the Securities
         held by it covered by such Shelf Registration Statement unless such
         Holder agrees in writing to be bound by all the provisions of this
         Agreement applicable to such Holder.

                  (b) The Company shall use its commercially reasonable efforts
         to keep the Shelf Registration Statement continuously effective in
         order to permit the prospectus included therein to be lawfully
         delivered by the Holders of the relevant Securities, until the
         expiration of the period referred to in Rule 144(k) under the
         Securities Act (or for such longer period if extended pursuant to
         Section 4(k) below) or such shorter period that will terminate when all
         the Securities covered by the Shelf Registration Statement (i) have
         been sold pursuant thereto, (ii) are no longer restricted securities
         (as defined in Rule 144 under the Securities Act, or any successor rule
         thereof) or (iii) cease to be outstanding. Notwithstanding the
         foregoing provisions of this Section 2(b), the Company may for valid
         business reasons, including without limitation, a potential financing,
         acquisition, divestiture of assets or other material corporate
         transaction, issue a notice that the Shelf Registration Statement is no
         longer effective or the prospectus included therein is no longer usable
         for offers and sales of Securities and may issue any notice suspending
         use of the Shelf Registration Statement required under applicable
         securities laws to be issued; provided that the use of the Shelf
         Registration Statement shall not be suspended for more than 60 days in
         the aggregate in any consecutive 12 month period. Each Holder agrees
         that upon receipt of any notice from the Company pursuant to this
         Section 2(b), it will forthwith discontinue use of the Shelf
         Registration Statement and the prospectus included therein until
         receipt of copies of the supplemented or amended prospectus relating
         thereto or until advised in writing by the Company that the use of the
         Shelf Registration Statement and the related prospectus may be resumed.

                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they


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         were made, not misleading; provided, however, that no representation,
         warranty or agreement is made as to information contained in or omitted
         from the Shelf Registration Statement, the related prospectus or any
         amendment or supplement thereto in reliance upon and in conformity with
         written information furnished to the Company by a selling Holder
         thereunder specifically for inclusion therein (the "SELLING HOLDERS'
         INFORMATION").

         3. Market-Making. (a) For so long as any of the Securities or the
Issuer's 9 3/4% senior subordinated notes due May 15, 2007 (the "9 3/4% NOTES")
are outstanding and Credit Suisse First Boston LLC or J.P. Morgan Securities
Inc. or any of their respective affiliates (as defined in the rules and
regulations of the Commission) (each, in such capacity, a "MARKET-MAKER" and,
collectively, the "MARKET-MAKERS") owns any equity securities of the Issuer, the
Guarantors or any of their affiliates and proposes to make a market in the
Securities or the 9 3/4% Notes as part of its business in the ordinary course,
the following provisions shall apply for the sole benefit of the Market-Maker:

                           (i) The Issuer and the Guarantors shall (A) on the
                  date that the Exchange Offer Registration Statement is filed
                  with the Commission, file one or more registration statements
                  for the Securities and the 9 3/4% Notes (the "MARKET-MAKING
                  REGISTRATION STATEMENT" and, together with the Shelf
                  Registration Statement and the Exchange Offer Registration
                  Statement, a "REGISTRATION STATEMENT") (which may be the
                  Exchange Offer Registration Statement, the Shelf Registration
                  Statement or the existing shelf registration statement
                  currently in effect with respect to the 9 3/4% Notes if
                  permitted by the rules and regulations of the Commission) and
                  use their commercially reasonable efforts to cause such
                  Market-Making Registration Statement to be declared effective
                  by the Commission on or prior to the consummation of the
                  Registered Exchange Offer or the effective date of the Shelf
                  Registration Statement, as applicable; (B) periodically amend
                  such Market-Making Registration Statement so that the
                  information contained therein complies with the requirements
                  of Section 10(a) under the Securities Act; (C) amend the
                  Market-Making Registration Statement or supplement the related
                  prospectus when necessary to reflect any material changes in
                  the information provided therein; and (D) amend the
                  Market-Making Registration Statement when required to do so in
                  order to comply with Section 10(a)(3) of the Securities Act;
                  provided, however, that (1) prior to filing the Market-Making
                  Registration Statement, any amendment thereto or any
                  supplement to the related prospectus, the Company will furnish
                  to the Market-Makers copies of all such documents proposed to
                  be filed and shall afford the Market-Makers and their counsel
                  a reasonable opportunity to comment on any such documents, (2)
                  the Issuer and the Guarantors will not file the Market-Making
                  Registration Statement, any amendment thereto or any
                  supplement to the related prospectus to which a Market-Maker
                  and its counsel shall reasonably and timely object unless the
                  Company is advised by counsel that such Market-Making
                  Registration Statement, amendment or supplement is required to
                  be filed and (3) the Company will provide the Market-Makers
                  and their counsel with copies of the Market-Making
                  Registration Statement and each amendment and supplement
                  filed.

                           (ii) The Company shall furnish to the Market-Maker,
                  without charge, (i) at least one conformed copy of the
                  Market-Making Registration Statement and any post-effective
                  amendment thereto; and (ii) as many copies of the related
                  prospectus and any amendment or supplement thereto as the
                  Market-Makers may reasonably request in order to facilitate
                  the public sale or other disposition of Securities covered
                  thereunder.

                           (iii) The Issuer and the Guarantors shall consent to
                  the use of the prospectus contained in the Market-Making
                  Registration Statement or any amendment or supplement thereto
                  by the Market-Makers in connection with their market making
                  activities.



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                           (iv) Notwithstanding the foregoing provisions of this
                  Section 3, the Issuer and the Guarantors may for valid
                  business reasons, including without limitation, a potential
                  financing, acquisition, divestiture of assets or other
                  material corporate transaction, issue a notice that the
                  Market-Making Registration Statement is no longer effective or
                  the prospectus included therein is no longer usable for offers
                  and sales of Securities or the 9 3/4% Notes and may issue any
                  notice suspending use of the Market-Making Registration
                  Statement required under applicable securities laws to be
                  issued; provided that the use of the Market-Making
                  Registration Statement shall not be suspended for more than 60
                  days in the aggregate in any consecutive 12 month period. Each
                  Market-Maker agrees that upon receipt of any notice from the
                  Company pursuant to this Section 3(a)(iv), it will forthwith
                  discontinue use of the Market-Making Registration Statement
                  and the prospectus included therein until receipt of copies of
                  the supplemented or amended prospectus relating thereto or
                  until advised in writing by the Company that the use of the
                  Market-Making Registration Statement and the related
                  prospectus may be resumed.

                  (b) The Company represents that the Market-Making Registration
         Statement, any post-effective amendments thereto, any amendments or
         supplements to the related prospectus and any documents filed by them
         under the Exchange Act (i) will, when they become effective or are
         filed with the Commission, as the case may be, conform in all respects
         to the requirements of the Securities Act and the Exchange Act and the
         rules and regulations of the Commission thereunder and (ii) will not,
         as of the effective date of such Market-Making Registration Statement
         or post-effective amendments and as of the filing date of amendments or
         supplements to such prospectus or filings under the Exchange Act,
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein in light of the circumstances under which they were
         made not misleading; provided, however, that no representation,
         warranty or agreement is made as to information contained in or omitted
         from the Market-Making Registration Statement, the related prospectus
         or any amendments or supplements thereto in reliance upon and in
         conformity with written information furnished to the Company by any
         Market-Maker specifically for inclusion therein, which information the
         parties hereto agree will be limited to the statements concerning the
         Market-Making activities of such Market-Maker to be set forth on the
         cover page and in the "Plan of Distribution" section of the prospectus
         (the "MARKET-MAKER'S INFORMATION").

                  (c) At the time of effectiveness of the Market-Making
         Registration Statement (unless it is the same as the time of
         effectiveness of the Registered Exchange Offer Registration Statement)
         and concurrently with each time the Market-Making Registration
         Statement or the related prospectus shall be amended or such prospectus
         shall be supplemented, the Company shall (if requested in writing by a
         Market-Maker) furnish the Market-Makers and their counsel with a
         certificate of its Chairman of the Board of Directors or Chief
         Financial Officer to the effect that:

                           (i) the Market-Making Registration Statement has been
                  declared effective; (ii) in the case of an amendment or
                  supplement, such amendment has become effective under the
                  Securities Act as of the date and time specified in such
                  certificate, if applicable; if required, such amendment or
                  supplement to the prospectus was filed with the Commission
                  pursuant to the subparagraph of Rule 424(b) under the
                  Securities Act specified in such certificate on the date
                  specified therein; (iii) to the knowledge of such officer, no
                  stop order suspending the effectiveness of the Market-Making
                  Registration Statement has been issued and no proceeding for
                  that purpose is pending or threatened by the Commission; and
                  (iv) such officer has carefully examined the Market-Making
                  Registration Statement and the prospectus (and, in the case of
                  an amendment or supplement, such amendment or supplement) and
                  as of the date of such Market-Making Registration Statement,
                  amendment or


                                       7
<PAGE>

                  supplement, as applicable, the Market-Making Registration
                  Statement and the prospectus, as amended or supplemented, if
                  applicable, did not include any untrue statement of a material
                  fact and did not omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading; provided, however, that such officer makes no
                  certification with respect to the Market-Maker's Information.

                  (d) The Company and the Market-Makers hereby agree to
         indemnify each other and, if applicable, contribute to the other, in
         accordance with Section 6 of this Agreement.

                  (e) For purposes of this Section 3, any reference to the terms
         "amend," "amendment" or "supplement" with respect to the Market-Making
         Registration Statement or the prospectus contained therein shall be
         deemed to refer to and include the filing under the Exchange Act of any
         document deemed to be incorporated therein by reference.

         4. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof and any Market-Making
Registration Statement contemplated by Section 3 hereof, the following
provisions shall apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Exchanging Initial Purchaser is participating in the Registered
         Exchange Offer (to the extent permitted by applicable interpretations
         by the staff of the Commission) or the Shelf Registration Statement,
         the Company shall use its commercially reasonable efforts to reflect in
         each such document, when so filed with the Commission, such comments as
         such Exchanging Initial Purchaser reasonably and timely may propose;
         (ii) include the information set forth in Annex A hereto on the cover,
         in Annex B hereto in the "Exchange Offer Procedures" section and the
         "Purpose of the Exchange Offer" section and in Annex C hereto in the
         "Plan of Distribution" section of the prospectus forming a part of the
         Exchange Offer Registration Statement and include the information set
         forth in Annex D hereto in the Letter of Transmittal delivered pursuant
         to the Registered Exchange Offer; (iii) if requested by an Exchanging
         Initial Purchaser that is participating in the Registered Exchange
         Offer (to the extent permitted by applicable interpretations by the
         staff of the Commission), include the information required by Items 507
         or 508 of Regulation S-K under the Securities Act, as applicable, in
         the prospectus forming a part of the Exchange Offer Registration
         Statement; (iv) include within the prospectus contained in the Exchange
         Offer Registration Statement a section entitled "Plan of Distribution,"
         reasonably acceptable to the Initial Purchasers, which shall contain a
         summary statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any broker-dealer that is the beneficial owner (as defined in Rule
         13d-3 under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")) of Exchange Securities received by such broker-dealer
         in the Registered Exchange Offer, whether such positions or policies
         have been publicly disseminated by the staff of the Commission or such
         positions or policies, in the reasonable judgment of the Initial
         Purchasers based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling
         securityholders.



                                       8
<PAGE>

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities who are selling
         securityholders under the Shelf Registration Statement, any
         Market-Maker and any Exchanging Dealer from whom the Company has
         received prior written notice that it will be an Exchanging Dealer in
         the Registered Exchange Offer (which notice pursuant to clauses
         (ii)-(v) hereof shall be accompanied by an instruction to suspend the
         use of the prospectus until the requisite changes have been made):

                           (i) when the Registration Statement or any amendment
                  thereto or any amendment or supplement to the related
                  prospectus has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities or the 9 3/4% Notes for
                  sale in any jurisdiction or the initiation or threatening of
                  any proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus does not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall make every reasonable effort to obtain
         the removal at the earliest possible time of any suspension of
         qualification for sale of the Securities or 9 3/4% Notes.

                  (e) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                  (f) The Company shall deliver to each known Exchanging Dealer
         and each known Exchanging Initial Purchaser, and to any other Holder
         who so requests in writing, without charge, at least one copy of the
         Exchange Offer Registration Statement and any such post-effective
         amendment thereto, including financial statements and schedules, and,
         if any such Exchanging Dealer, Exchanging Initial Purchaser or Holder
         requests in writing, all exhibits thereto (including those incorporated
         by reference).



                                       9
<PAGE>

                  (g) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request in order to facilitate the public
         sale or other disposition of Securities thereunder. The Company
         consents, subject to the provisions of this Agreement, to the use of
         the prospectus or any amendment or supplement thereto by each of the
         selling Holders of the Securities in connection with the offering and
         sale of the Securities covered by the prospectus, or any amendment or
         supplement thereto, included in the Shelf Registration Statement.

                  (h) The Company shall deliver to each Exchanging Initial
         Purchaser, any Exchanging Dealer and such other persons required to
         deliver a prospectus following the Registered Exchange Offer, without
         charge, as many copies of the final prospectus included in the Exchange
         Offer Registration Statement and any amendment or supplement thereto as
         such persons may reasonably request in order to facilitate the public
         sale or other disposition of Securities thereunder. The Company
         consents, subject to the provisions of this Agreement, to the use of
         the prospectus or any amendment or supplement thereto by any such
         Exchanging Initial Purchaser, Exchanging Dealer and such other persons
         required to deliver a prospectus following the Registered Exchange
         Offer in connection with the offering and sale of the Exchange
         Securities covered by the prospectus, or any amendment or supplement
         thereto, included in such Exchange Offer Registration Statement.

                  (i) Prior to any public offering of the Securities or 9 3/4%
         Notes pursuant to any Registration Statement or the effective date of
         any Market-Making Registration Statement the Company shall use its
         commercially reasonable efforts to register or qualify or for offer and
         sale under the securities or "blue sky" laws of such states of the
         United States as any Holder of the Securities or Market-Maker
         reasonably requests in writing and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities or 9 3/4% Notes covered by such
         Registration Statement; provided, however, that the Company shall not
         be required to (i) qualify generally to do business in any jurisdiction
         where it is not then so qualified or (ii) take any action which would
         subject it to general service of process or to taxation in any
         jurisdiction where it is not then so subject.

                  (j) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations (consistent with the provisions of the Indenture) and
         registered in such names as the Holders may request a reasonable period
         of time prior to sales of the Securities pursuant to such Registration
         Statement.

                  (k) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 4(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or 9 3/4% Notes or purchasers of
         Securities or 9 3/4% Notes or the Market-Makers, the prospectus will
         not contain an untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. If the Company notifies the Initial Purchasers,
         the Holders of the Securities who are selling securityholders under the
         Shelf Registration Statement, any Market-Maker and any known Exchanging
         Dealer in accordance with paragraphs (ii) through (v) of Section 4(b)
         above to suspend the use of the prospectus until the requisite changes
         to the


                                       10
<PAGE>

         prospectus have been made, then such Initial Purchasers, the Holders of
         the Securities, Market-Makers and Exchanging Dealers shall forthwith
         suspend use of such prospectus, and the period of effectiveness of the
         Shelf Registration Statement provided for in Section 2(b) above and the
         Exchange Offer Registration Statement provided for in Section 1 above
         shall each be extended by the number of days from and including the
         date of the giving of such notice to and including the earlier of the
         date when such Initial Purchasers, the Holders of the Securities,
         Market-Makers and Exchanging Dealers shall have received such amended
         or supplemented prospectus pursuant to this Section 4(k) or the date
         when advised in writing by the Company that the use of the prospectus
         may be resumed.

                  (l) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

                  (m) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer, the Shelf Registration or the Market-Making
         Registration Statement and will make generally available to its
         security holders (or otherwise provide in accordance with Section 11(a)
         of the Securities Act) an earnings statement satisfying the provisions
         of Section 11(a) of the Securities Act, no later than 45 days after the
         end of a 12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Company's first fiscal quarter
         commencing after the effective date of the Registration Statement,
         which statement shall cover such 12-month period.

                  (n) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. 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.

                  (o) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement (as a condition to
         such Holder's participation in the Shelf Registration) to furnish to
         the Company such information regarding the Holder and the distribution
         of the Securities as the Company may from time to time reasonably
         require for inclusion in the Shelf Registration Statement, and the
         Company may exclude from such registration the Securities of any Holder
         that unreasonably fails to furnish such information within a reasonable
         time after receiving such request.

                  (p) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other customary action, if any, as any Holder of the
         Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                  (q) In the case of any Shelf Registration or the Market-Making
         Registration Statement, the Company shall (i) make reasonably available
         for inspection by the Holders of any Securities covered thereby, any
         underwriter participating in any disposition pursuant to the Shelf
         Registration Statement, any attorney, accountant or other agent
         retained by such Holders or any such underwriter and any representative
         of, or counsel acting for, each Market-Maker, all relevant financial
         and other records, pertinent corporate documents and properties of the
         Company and (ii) cause the Company's officers, directors, employees,
         accountants and auditors to supply all


                                       11
<PAGE>

         relevant information reasonably requested by such Holders, any such
         underwriter, attorney, accountant or agent or any such representative
         or counsel for the Market-Makers in connection with the Shelf
         Registration Statement, in each case, as shall be reasonably necessary
         to enable such persons, to conduct a reasonable investigation within
         the meaning of Section 11 of the Securities Act; provided, however,
         that the foregoing inspection and information gathering shall be
         coordinated on behalf of parties described above in this paragraph by
         one counsel designated by and on behalf of such parties.

                  (r) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall
         include in substance, subject to customary qualifications and
         exceptions, the due incorporation and good standing of the Company and
         its Subsidiaries (as defined in the Indenture); the qualification of
         the Company and its Subsidiaries to transact business as foreign
         corporations; the due authorization, execution and delivery by the
         Company of the relevant agreement of the type referred to in Section
         4(p) hereof; the due authorization, execution, authentication and
         issuance by the Company, and the validity and enforceability, of the
         applicable Securities; the absence of material legal or governmental
         proceedings involving the Company and its Subsidiaries; the absence of
         governmental approvals (other than those previously obtained under
         federal securities laws or required under state securities laws)
         required to be obtained by the Company in connection with the Shelf
         Registration Statement, the offering and sale of the applicable
         Securities, or any agreement of the type referred to in Section 4(p)
         hereof; and the compliance as to form of such Shelf Registration
         Statement and any documents incorporated by reference therein and of
         the Indenture with the requirements of the Securities Act and the Trust
         Indenture Act, respectively; such counsel shall also deliver a negative
         assurance statement covering, subject to customary qualifications and
         exceptions, as of the date of the opinion and as of the effective date
         of the Shelf Registration Statement or most recent post-effective
         amendment thereto, as the case may be, the absence from such Shelf
         Registration Statement and the prospectus included therein, as then
         amended or supplemented, and from any documents incorporated by
         reference therein of an untrue statement of a material fact or the
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading (in the case
         of any such documents, in the light of the circumstances existing at
         the time that such documents were filed with the Commission under the
         Exchange Act)); (ii) its officers to execute and deliver all customary
         documents and certificates and updates thereof requested by any
         underwriters of the applicable Securities and (iii) its independent
         public accountants to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in connection with primary underwritten offerings, subject to
         receipt of appropriate documentation as contemplated, and only if
         permitted, by Statement of Auditing Standards No. 72.

                  (s) In the case of the Registered Exchange Offer, if requested
         by any Exchanging Initial Purchase or Exchanging Dealer, and in the
         case of the Market-Making Registration Statement or at the time of any
         amendment thereto or amendment or supplement to the related prospectus,
         if requested by any Market-Maker, the Company shall cause (i) its
         counsel to deliver to such Exchanging Initial Purchaser, Exchanging
         Dealer or the Market-Makers a signed opinion in the form set forth in
         Sections 6(c) and 6(d) of the Purchase Agreement with such changes as
         are customary in connection with the preparation of a Registration
         Statement and (ii) its independent public accountants to deliver to
         such Exchanging Initial Purchaser, Exchanging Dealer or the


                                       12
<PAGE>
 Market-Maker a comfort letter, in customary form, meeting the requirements as
to the substance thereof as set forth in Section 6(a) of the Purchase Agreement,
with appropriate date changes.

         (t) If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Initial Securities by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company shall mark, or caused to be marked, on the Initial Securities so
exchanged that such Initial Securities are being canceled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be; in
no event shall such exchanged Initial Securities be marked as paid or otherwise
satisfied due to such exchange.

         (u) The Company will use its commercially reasonable efforts to (a) if
the Initial Securities have been rated prior to the initial sale of such Initial
Securities, confirm such ratings will apply to the Securities covered by a
Registration Statement, or (b) if the Initial Securities were not previously
rated, cause the Securities covered by a Registration Statement to be rated with
the appropriate rating agencies, if so requested by Holders of a majority in
aggregate principal amount of Securities covered by such Registration Statement,
or by the managing underwriters, if any.

         (v) In the event that any broker-dealer registered under the Exchange
Act shall underwrite any Securities or 9 3/4% Notes 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 "RULES") of the National
Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder
of such Securities or 9 3/4% Notes or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, the Company will
assist such broker-dealer in complying with the requirements of such Rules,
including, without limitation, by (i) if such Rules, including Rule 2720, shall
so require, engaging a "qualified independent underwriter" (as defined in Rule
2720) to participate in the preparation of the Registration Statement relating
to such Securities or 9 3/4% Notes, to exercise usual standards of due diligence
in respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities or 9 3/4%
Notes, (ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 6 hereof and
(iii) providing such information to such broker-dealer as may be required in
order for such broker-dealer to comply with the requirements of the Rules.

         (w) The Company shall use its commercially reasonable efforts to take
all other steps necessary to effect the registration of the Securities or 9 3/4%
Notes covered by a Registration Statement contemplated hereby.

5. Registration Expenses. (a) All expenses incident to the Company's performance
of and compliance with this Agreement will be borne by the Company, regardless
of whether a Registration Statement is ever filed or becomes effective,
including without limitation:

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;



                                       13
<PAGE>

                           (iii) all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  prospectuses), messenger and delivery services and telephone;

                           (iv) all fees and disbursements of counsel for the
                  Company;

                           (v) all application and filing fees in connection
                  with any listing of the Exchange Securities on a national
                  securities exchange or automated quotation system pursuant to
                  the requirements hereof; and

                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company. For the
avoidance of doubt, the Company shall not bear any liability for underwriting
discounts and commissions or transfer taxes, if any, relating to the sale or
disposition by any Holder of any Securities pursuant to a Registration
Statement.

6. Indemnification.(a) The Company and each of the Guarantors (collectively, the
"INDEMNIFYING PARTIES"), jointly and severally, agree to indemnify and hold
harmless (x) each Holder of the Securities, any Exchanging Dealer, and, in
connection with any prospectus delivery by the Market-Makers, each Market-Maker
and each person, if any, who controls such Holder, such Exchanging Dealer or
such Market-Maker within the meaning of the Securities Act or the Exchange Act
(each Holder, any Exchanging Dealer, any Market-Maker and such controlling
persons are referred to collectively as the "INDEMNIFIED PARTIES") from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities and, in the case of the Market-Makers, the 9 3/4% Notes) to which
each Indemnified Party may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement (including
the Market-Making Registration Statement) or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, 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 shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Indemnifying Parties shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in a Registration Statement (including the Market-Making Registration
Statement) or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with Selling Holders' Information, Market-Maker's Information or
other written information pertaining to an Indemnified Party and furnished to
the Company by or on behalf of such Indemnified Party, respectively,
specifically for inclusion therein and (ii) with respect to any untrue statement
or omission or alleged untrue statement or omission made in any preliminary or
final prospectus relating to a Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit


                                       14
<PAGE>

of any Indemnified Party from whom the person asserting any such losses, claims,
damages or liabilities purchased the Securities (and, in the case of the
Market-Makers, the 9 3/4% Notes) concerned, to the extent that a prospectus
relating to such Securities (and, in the case of the Market-Makers, the 9 3/4%
Notes) was required to be delivered by such Indemnified Party under the
Securities Act in connection with such purchase and any such loss, claim, damage
or liability of such Indemnified Party results from the fact that there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such Securities (and, in the case of the Market-Makers, the 9 3/4%
Notes) to such person, a copy of the final prospectus, as then amended or
supplemented, if the Company had previously furnished copies thereof to such
Indemnified Party and (y) the Market-Makers from and against any and all losses,
claims, damages and liabilities (including, without limitation, legal fees and
other expenses incurred in connection with any suit, action or proceeding or any
claim asserted, as such fees and expenses are incurred), joint or several that
arise out of, or are based upon, any material breach by the Company of its
representations, warranties and agreements contained in Section 3 hereof;
provided further, however, that this indemnity agreement will be in addition to
any liability which the Indemnifying Parties may otherwise have to such
Indemnified Party. The Indemnifying Parties shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders.

         (b) Each Exchanging Dealer, Holder of the Securities and each
Market-Maker, severally and not jointly, will indemnify and hold harmless the
Issuer and the Guarantors and each person, if any, who controls the Issuer or
any of the Guarantors within the meaning of the Securities Act or the Exchange
Act from and against any losses, claims, damages or liabilities or any actions
in respect thereof, to which the Issuer or any Guarantor or any such controlling
person may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with Selling Holders' Information,
Market-Maker's Information or other written information pertaining to such
Exchanging Dealer, Holder or Market-Maker and furnished to the Company by or on
behalf of such Holder or Market-Maker specifically for inclusion therein; and,
subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Issuer and the Guarantors for any legal or other
expenses reasonably incurred by the Issuer or any Guarantor or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability which such Exchanging Dealer, Holder or
Market-Maker may otherwise have to the Issuer and the Guarantors or any of their
controlling persons.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party under this
Section 6 except to the extent that the indemnifying party has been materially
prejudiced (through the forfeiture of substantive rights


                                       15
<PAGE>

         or defenses) by such failure; and the failure to notify the
         indemnifying party shall not relieve it from any liability that it may
         have to an indemnified party other than the indemnification obligation
         provided in paragraph (a) or (b) above. In case any such action is
         brought against any indemnified party, and it notifies the indemnifying
         party of the commencement thereof, the indemnifying party will be
         entitled to participate therein and, to the extent that it wishes,
         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 the indemnifying party will
         not be liable to such indemnified party under this Section 6 for any
         legal or other expenses subsequently incurred by such indemnified party
         in connection with the defense thereof. In any such proceeding, any
         indemnified party shall have the right to retain its own counsel, but
         the fees and expenses of such counsel shall be at the expense of such
         indemnified party unless (i) the indemnifying party and the indemnified
         party shall have mutually agreed in writing to the contrary; (ii) the
         indemnifying party has failed within a reasonable time after notice by
         the indemnified party to the indemnifying party of the proceeding to
         retain counsel reasonably satisfactory to the indemnified party; (iii)
         the indemnified party shall have reasonably concluded that there may be
         legal defenses available to it that are different from or in addition
         to those available to the indemnifying party; or (iv) the named parties
         in any such proceeding (including any impleaded parties) include both
         the indemnifying party and the indemnified party and the indemnified
         party shall have reasonably concluded that representation of both
         parties by the same counsel would be inappropriate due to actual or
         potential differing interests between them. It is understood and agreed
         that the indemnifying party shall not, in connection with any
         proceeding or related proceedings, be liable for fees and expenses of
         more than one separate firm (in addition to any local counsel) for all
         indemnified parties, and that all such fees and expenses shall be
         reimbursed as they are incurred. Any such separate firm for any Holder,
         Exchanging Dealer or such Market-Maker and any control persons of any
         Holder, Exchanging Dealer or such Market-Maker shall be designated in
         writing by such Holder, Exchanging Dealer or such Market-Maker and any
         such separate firm for the Company, the Guarantors and any control
         persons of the Company or any Guarantor shall be designated by the
         Company. No indemnifying party shall, without the prior written consent
         of the indemnified party, effect any settlement of any pending or
         threatened action in respect of which any indemnified party is or could
         reasonably have been expected to be named as a party and such
         indemnified party would have been entitled to indemnity hereunder
         unless such settlement includes (i) an unconditional release of such
         indemnified party from all liability on any claims that are the subject
         matter of such action, 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) If the indemnification provided for in this Section 6 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above (i) in such
         proportion as is appropriate to reflect the relative benefits received
         by the indemnifying party or parties on the one hand and the
         indemnified party on the other, or (ii) if the allocation provided by
         the foregoing clause (i) is not permitted by applicable law, in such
         proportion as is appropriate to reflect not only the relative benefits
         referred to in clause (i) above but also the relative fault of the
         indemnifying party or parties on the one hand and the indemnified party
         on the other in connection with the statements or omissions or alleged
         statements or omissions that 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 the parties
         shall be determined by reference to, among other things, whether the
         untrue or alleged


                                       16
<PAGE>
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or parties on the one hand or the indemnified party or parties, on the other,
and the respective parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 6(d), the Holders of the Securities and the
Market-Makers shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holders or such Market-Makers,
respectively, from the sale of the Securities or, in the case of the
Market-Makers, the 9 3/4% Notes pursuant to a Registration Statement exceeds the
amount of damages which such Holders or such Market-Makers, respectively, have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.

         (e) The agreements contained in this Section 6 shall survive the sale
of the Securities and the 9 3/4% Notes pursuant to a Registration Statement
(including a market-making Registration Statement) and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

7. Additional Interest Under Certain Circumstances.(a) Additional interest (the
"ADDITIONAL INTEREST") with respect to the Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (i)
through (iv) below being herein called a "REGISTRATION DEFAULT"):

                           (i) any Shelf Registration Statement required by this
                  Agreement is not declared effective by the Commission on or
                  prior to the Effectiveness Deadline (if applicable);

                           (ii) the Registered Exchange Offer has not been
                  consummated on or prior to the Consummation Deadline (if
                  applicable); or

                           (iii) any Exchange Offer Registration Statement or
                  Shelf Registration Statement required by this Agreement has
                  been declared effective by the Commission but (A) such
                  Registration Statement thereafter ceases to be effective or
                  (B) such Registration Statement or the related prospectus
                  ceases to be usable in connection with resales of Transfer
                  Restricted Securities during the periods specified herein
                  because either (1) any event occurs as a result of which the
                  related prospectus forming part of such Registration Statement
                  would include any untrue statement of a material fact or omit
                  to state any material fact necessary to make the statements
                  therein in the light of the circumstances under which they
                  were made not misleading, or (2) it shall be necessary to
                  amend such Registration Statement or supplement the related
                  prospectus, to comply with the Securities Act or the Exchange
                  Act or the respective rules thereunder, and such failure to
                  remain effective or usable exists for more than 30 days in any
                  12-month period.



                                       17
<PAGE>

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

         Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 1.00% per
annum (the "ADDITIONAL INTEREST RATE").

                  (b) A Registration Default referred to in Section 7(a)(iii)
         hereof shall be deemed not to have occurred and be continuing in
         relation to a Shelf Registration Statement or the related prospectus if
         (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post-effective amendment to such Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in such Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that in any case if such
         Registration Default occurs for a continuous period in excess of 30
         days, Additional Interest shall be payable in accordance with the above
         paragraph from the day such Registration Default occurs until such
         Registration Default is cured.

                  (c) Any amounts of Additional Interest due pursuant to Section
         7(a) will be payable in cash on the regular interest payment dates with
         respect to the Securities. The amount of Additional Interest will be
         determined by multiplying the Additional Interest Rate by the principal
         amount of the affected Securities and further multiplied by a fraction,
         the numerator of which is the number of days such Additional Interest
         Rate was applicable during such period (determined on the basis of a
         360-day year comprised of twelve 30-day months), and the denominator of
         which is 360.

                  (d) "TRANSFER RESTRICTED SECURITIES" means each Security until
         (i) the date on which such Security has been exchanged by a person
         other than a broker-dealer for a freely transferable Exchange Security
         in the Registered Exchange Offer, (ii) following the exchange by a
         broker-dealer in the Registered Exchange Offer of an Initial Security
         for an Exchange Security, the date on which such Exchange Security is
         sold to a purchaser who receives from such broker-dealer on or prior to
         the date of such sale a copy of the prospectus contained in the
         Exchange Offer Registration Statement, it being understood that it is
         the obligation of each such broker-dealer to deliver such prospectus in
         connection with any resales, (iii) the date on which such Security has
         been effectively registered under the Securities Act and disposed of in
         accordance with the Shelf Registration Statement, (iv) the date on
         which such Security is distributed to the public pursuant to Rule 144
         under the Securities Act or is saleable pursuant to Rule 144(k) under
         the Securities Act or (v) the date on which such Security has ceased to
         be outstanding.

         8. Rules 144 and 144A. The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the written request
of any Holder of Securities or a Market-Maker (a) make publicly available such
information as is necessary to permit sales of their Securities pursuant to Rule
144 and (b) deliver such information to a prospective purchaser as is necessary
to permits sales pursuant to Rule 144A. The Company covenants that it will


                                       18
<PAGE>

take such further action as any Holder or Market-Maker of Securities may
reasonably request, all to the extent required from time to time to enable such
Holder or such Market-Maker to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). The Company will provide a
copy of this Agreement to prospective purchasers of Initial Securities
identified to the Company by the Initial Purchasers upon request. Upon the
written request of any Holder of Initial Securities or a Market-Maker, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 8 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

         9. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities to be
included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably 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.

         10. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 1,
         2 and 3 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 1, 2 and
         3 hereof. The Company further agrees to waive the defense in any action
         for specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders or any Market-Maker in this Agreement or otherwise conflicts
         with the provisions hereof. The rights granted to the Holders hereunder
         do not in any way conflict with and are not inconsistent with the
         rights granted to the holders of the Company's securities under any
         agreement in effect on the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except in
         writing by the Company and by the written consent of the Holders of a
         majority in principal amount of the Securities affected by such
         amendment, modification, supplement, waiver or consents; provided,
         further, that the provisions of this Agreement relating to the
         Market-Making Registration Statement and the Market-Makers may not be
         amended, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, except in
         writing by the Company and by the written consent of each Market-Maker
         affected by such amendment, modification, supplement, waiver or
         consent.



                                       19
<PAGE>

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

         (1) if to a Holder of the Securities, at the most current address given
by such Holder in writing to the Company.

         (2) if to the Initial Purchasers or any Market-Maker;

<TABLE>
<S>                                         <C>
                                            Credit Suisse First Boston LLC
                                            Eleven Madison Avenue
                                            New York, NY 10010-3629
                                            Fax No.:  (212) 325-8278
                                            Attention:  Transactions Advisory Group

                                            J.P. Morgan Securities Inc. (as a Market-Maker)
                                            270 Park Avenue
                                            New York, New York 10017
                                            Fax No.:  (212) 270-1063
                                            Attention:  Lauren Camp

                 with a copy to:

                                            Latham & Watkins LLP
                                            885 Third Avenue
                                            Suite 1000
                                            New York, New York 10022
                                            Attention: Peter Labonski, Esq.


         (3) if to the Company, at its address as follows:

                                            Doane Pet Care Company
                                            210 Westwood Place South
                                            Suite 400
                                            Brentwood, Tennessee 37027
                                            Fax No.:  (615) 309-1189
                                            Attention:  General Counsel

                 with a copy to:

                                            Vinson & Elkins
                                            666 Fifth Avenue, 26th Floor
                                            New York, New York 10103
                                            Attention: Alan Baden, Esq.
</TABLE>


         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by


                                       20
<PAGE>

facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

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

                  (f) Successors and Assigns. This Agreement shall be binding
         upon the Company and its successors and assigns.

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

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

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

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

                  (k) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified percentage of principal amount of
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than the Initial Purchasers and subsequent Holders of
         Securities if such subsequent Holders are deemed to be affiliates
         solely by reason of their holdings of such Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage.

                  (l) Entire Agreement. This Agreement, including the Annexes
         hereto, the Purchase Agreement, the Indenture, the Offered Securities,
         the Subsidiary Guarantees, the Exchange Securities and the Exchange
         Security Guarantees (as such terms are defined in the Purchase
         Agreement), constitute the entire agreement among the parties
         pertaining to the subject matter hereof and supercede all other prior
         and contemporaneous agreements and understandings, both oral and
         written, of the parties in connection therewith.

                  (m) 9 3/4% Notes. Without limiting the generality of Section
         10(l) above, the Initial Purchasers and their affiliates agree that
         this Agreement constitutes the only agreement requiring the Company to
         file, make effective, deliver, amend, supplement or otherwise maintain
         the effectiveness or usability of a market-making registration
         statement or prospectus with respect to the 9 3/4% Notes.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will


                                       21
<PAGE>

become a binding agreement among the several Initial Purchasers, the Issuer and
the Guarantors in accordance with its terms.




                                       22
<PAGE>





                                     Very truly yours,


<TABLE>
<CAPTION>
                                                     Doane Pet Care Company
<S>                                                     <C>

                                                          by      /s/ Philip K. Woodlief
                                                            ------------------------------------------------------
                                                             Name:   Philip K. Woodlief
                                                             Title:  Vice President, Finance and Chief Financial Officer


                                                     DPC Investment Corp.


                                                          by      /s/ Philip K. Woodlief
                                                            ------------------------------------------------------
                                                             Name:   Philip K. Woodlief
                                                             Title:  Vice President, Finance and Chief Financial Officer


                                                     Doane/Windy Hill Joint Venture L.L.C.


                                                          by      /s/ Philip K. Woodlief
                                                            ------------------------------------------------------
                                                             Name:   Philip K. Woodlief
                                                             Title:  Vice President, Finance and Chief Financial Officer
</TABLE>







<PAGE>





The foregoing Registration Rights Agreement is hereby agreed and accepted as of
the date first above written.

CREDIT SUISSE FIRST BOSTON LLC
As Representative of the several Initial Purchasers

By:  CREDIT SUISSE FIRST BOSTON LLC


by  /s/ Mitchell Goldstein
  ---------------------------------------------------
    Name:  Mitchell Goldstein
    Title: Director

J.P. MORGAN SECURITIES INC.
As a Market-Maker


by /s/ Lauren Camp
  ---------------------------------------------------
    Name:  Lauren Camp
    Title: Managing Director


<PAGE>




                                                                         ANNEX A


         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of up to 180 days after the Expiration Date (as defined
herein), it will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."





                                       25
<PAGE>




                                                                         ANNEX B


         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."




                                       26
<PAGE>



                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of up to 180 days after the Expiration Date, it will
make this prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any such resale. In addition, until                ,
200__ , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of up to 180 days after the Expiration Date the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


--------

(1)      In addition, the legend required by Item 502(e) of Regulation S-K will
         appear on the back cover page of the Exchange Offer prospectus.



                                       27
<PAGE>



                                                                         ANNEX D


[ ]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


                  Name:
                       ---------------------------------------------------------

                  Address:
                          ------------------------------------------------------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                       28