<PAGE>
                                                                     EXHIBIT 4.2

                           SYNAGRO TECHNOLOGIES, INC.

                    9 1/2% SENIOR SUBORDINATED NOTES DUE 2009

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY


                       EACH OF THE GUARANTORS NAMED HEREIN

                                   ----------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  April 17, 2002

Lehman Brothers Inc.
745 Seventh Avenue
New York, NY 10019

Bank of America Securities LLC
High Yield Capital Markets
9 West 57th Street
New York, NY 10019


Ladies and Gentlemen:

            Synagro Technologies, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchaser (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 9 1/2% Senior
Subordinated Notes due 2009, which are unconditionally guaranteed by each of the
Company's current and future Domestic Subsidiaries (collectively, the
"Guarantors"). As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company and the Guarantors agree with the Purchasers
for the benefit of Holders (as defined in the Indenture) from time to time of
the Transfer Restricted Securities (as defined herein) as follows:

            1. Certain Definitions. For purposes of this Exchange and
      Registration Rights Agreement, the following terms shall have the
      following respective meanings (capitalized terms not defined herein shall
      have the meanings assigned to them in the Indenture or Purchase Agreement,
      as the case may be):

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

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

            "Closing Date" shall mean the date on which the Securities are
initially issued.
<PAGE>
            "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

            "Effective Target Date" shall have the meaning assigned thereto in
Section 2(c) hereof.

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

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

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

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

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

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

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

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

            "Filing Target Date" shall have the meaning assigned thereto in
Section 2(c) hereof.

            "Indenture" shall mean the Indenture, dated as of April 17, 2002,
between the Company, the Guarantors and Wells Fargo Bank Minnesota National
Association, as Trustee, as the same shall be amended from time to time.

            "Liquidated Damages" shall have the meaning assigned thereto in
Section 2(c) hereof.

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

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

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
April 8, 2002, between the Purchasers, the Guarantors and the Company relating
to the Securities.

            "Purchasers" shall mean Lehman Brothers Inc. and Banc of America
Securities LLC.

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

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

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

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

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

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

            "Securities" shall mean, collectively, the 9 1/2% Senior
Subordinated Notes due 2009 of the Company, to be issued and sold to the
Purchasers, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture. Each Security is entitled to the benefit of the
guarantees provided for in the Indenture (the "Guarantees") and, unless the
context otherwise requires, any reference herein to a "Security," an "Exchange
Note" or a "Transfer Restricted Security" shall include a reference to the
related Guarantees.

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

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

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

            "Transfer Restricted Securities" shall mean the Securities; until
the earlier of:

            (1) the date on which such Security has been exchanged by a Person
other than a broker-dealer for an Exchange Note in the Exchange Offer;

            (2) following the exchange by a broker-dealer in the Exchange Offer
of a Security for an Exchange Note, the date on which such Exchange Note 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;

            (3) the date on which such Security has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement; or

            (4) the date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act.

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

            Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words

                                       3
<PAGE>
"herein," "hereof" and "hereunder" and other words of similar import refer to
this Exchange and Registration Rights Agreement as a whole and not to any
particular Section or other subdivision.

            2. Registration Under the Securities Act.

      (a) Except as set forth in Section 2(b) below and except for any extension
   available to the Company pursuant to Section 2(c) below, the Company and the
   Guarantors agree to use all commercially reasonable efforts to file under the
   Securities Act, on or prior to 90 days after the Closing Date, a registration
   statement relating to an offer to exchange (such registration statement, the
   "Exchange Offer Registration Statement", and such offer, the "Exchange
   Offer") any and all of the Securities for a like aggregate principal amount
   of debt securities issued by the Company and guaranteed by the Guarantors,
   which debt securities and guarantees are substantially identical to the
   Securities and the related Guarantees, respectively (and are entitled to the
   benefits of a trust indenture which is substantially identical to the
   Indenture or is the Indenture and which has been qualified under the Trust
   Indenture Act), except that they have been registered pursuant to an
   effective registration statement under the Securities Act and do not contain
   provisions for the Liquidated Damages as contemplated in Section 2(c) below
   (such new debt securities hereinafter called "Exchange Notes"). Except for
   any extension available to the Company pursuant to Section 2(c) below, the
   Company and the Guarantors agree to use all commercially reasonable efforts
   to have the Exchange Offer Registration Statement declared effective by the
   Commission on or prior to 180 days after the Closing Date. The Exchange Offer
   will be registered under the Securities Act on the appropriate form and will
   comply with all applicable tender offer rules and regulations under the
   Exchange Act. Unless the Exchange Offer would not be permitted by applicable
   law or Commission policy, the Company and the Guarantors further agree to use
   all commercially reasonable efforts to commence and complete the Exchange
   Offer on or prior to 45 business days, or longer, if required by the federal
   securities laws, after such date on which the Exchange Offer Registration
   Statement was declared effective by the Commission, exchange Exchange Notes
   for all Transfer Restricted Securities that have been properly tendered and
   not withdrawn on or prior to the expiration of the Exchange Offer. The
   Exchange Offer will be deemed to have been "completed" only if the debt
   securities and related guarantees received by holders other than Restricted
   Holders in the Exchange Offer for Transfer Restricted Securities are, upon
   receipt, transferable by each such holder without restriction under the
   Securities Act and the Exchange Act and without material restrictions under
   the blue sky or securities laws of a substantial majority of the States of
   the United States of America. The Exchange Offer shall be deemed to have been
   completed upon the earlier to occur of (i) the Company having exchanged the
   Exchange Notes for all outstanding Transfer Restricted Securities pursuant to
   the Exchange Offer and (ii) the Company having exchanged, pursuant to the
   Exchange Offer, Exchange Notes for all Transfer Restricted Securities that
   have been properly tendered and not withdrawn before the expiration of the
   Exchange Offer. The Company agrees (x) to include in the Exchange Offer
   Registration Statement a prospectus for use in any resales by any holder of
   Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer
   Registration Statement effective for a period (the "Resale Period") beginning
   when Exchange Notes are first issued in the Exchange Offer and ending upon
   the earlier of the expiration of the 180th day after the Exchange Offer has
   been completed or such time as such broker-dealers no longer own any Transfer
   Restricted Securities. With respect to such Exchange Offer Registration
   Statement, such holders shall have the benefit of the rights of
   indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
   hereof.

      (b) If (i) the Company and the Guarantors are not (A) required to file the
   Exchange Offer Registration Statement; or (B) permitted to consummate the
   Exchange Offer because the Exchange Offer is not permitted by applicable law
   or Commission policy, (ii) any holder of Transfer Restricted Securities
   notifies the Company prior to the 20th day following the consummation of the
   Exchange Offer that (X) it is prohibited by applicable law or Commission
   policy from participating in the Exchange Offer; or (Y) that it may not
   resell the Exchange Notes acquired by it in the Exchange Offer to the public
   without delivering a prospectus and the prospectus contained in the Exchange
   Offer Registration Statement is not appropriate or

                                       4
<PAGE>
   available for resales; or (Z) that it is a broker-dealer and owns Securities
   acquired directly from the Company or an affiliate of the Company, the
   Company and the Guarantors will use all commercially reasonable efforts to
   file under the Securities Act on or prior to 30 days after such filing
   obligation arises, except for any extension available to the Company in
   Section 2(c) below, a "shelf" registration statement providing for the
   registration of, and the sale on a continuous or delayed basis by the holders
   of, all of the Transfer Restricted Securities, pursuant to Rule 415 or any
   similar rule that may be adopted by the Commission (such filing, the "Shelf
   Registration" and such registration statement, the "Shelf Registration
   Statement"). The Company and the Guarantors agree to use all commercially
   reasonable efforts (x) to cause the Shelf Registration Statement to become or
   be declared effective on or prior to 90 days after such obligation arises and
   to keep such Shelf Registration Statement continuously effective for a period
   ending on the earlier of the second anniversary of the Effective Time or such
   time as there are no longer any Transfer Restricted Securities outstanding;
   provided, however, that no holder shall be entitled to be named as a selling
   securityholder in the Shelf Registration Statement or to use the prospectus
   forming a part thereof for resales of Transfer Restricted Securities unless
   such holder is an Electing Holder, and (y) after the Effective Time of the
   Shelf Registration Statement, promptly upon the request of any holder of
   Transfer Restricted Securities that is not then an Electing Holder, to take
   any action reasonably necessary to enable such holder to use the prospectus
   forming a part thereof for resales of Transfer Restricted Securities,
   including, without limitation, any action necessary to identify such holder
   as a selling securityholder in the Shelf Registration Statement; provided,
   however, that nothing in this clause (y) shall relieve any such holder of the
   obligation to return a completed and signed Notice and Questionnaire to the
   Company in accordance with Section 3(d)(ii) hereof. The Company further
   agrees to supplement or make amendments to the Shelf Registration Statement,
   as and when required by the rules, regulations or instructions applicable to
   the registration form used by the Company for such Shelf Registration
   Statement or by the Securities Act, and the Company agrees to furnish to each
   Electing Holder copies of any such supplement or amendment prior to its being
   used or promptly following its filing with the Commission.

      (c) In the event that (i) the Company and the Guarantors have not filed
   the Exchange Offer Registration Statement or Shelf Registration Statement on
   or before the date on which such registration statement is required to be
   filed pursuant to Section 2(a) or 2(b), respectively (the "Filing Target
   Date"), or (ii) such Exchange Offer Registration Statement or Shelf
   Registration Statement has not become effective or been declared effective by
   the Commission on or before the date on which such registration statement is
   required to become or be declared effective pursuant to Section 2(a) or 2(b),
   respectively (the "Effectiveness Target Date"), or (iii) the Exchange Offer
   has not been consummated within 30 business days of the Effectiveness Target
   Date with respect to the Exchange Offer Registration Statement or (iv) any
   Exchange Offer Registration Statement or Shelf Registration Statement
   required by Section 2(a) or 2(b) hereof is declared effective but thereafter
   ceases to be effective or fails to be usable in connection with resales of
   Transfer Restricted Securities during the time period specified herein and is
   not succeeded immediately by a post-effective amendment to such registration
   statement that cures such failure and that is itself declared effective one
   day after such Exchange Offer Registration Statement or Shelf Registration
   Statement ceases to be effective or useable (each such event referred to in
   clauses (i) through (iv), a "Registration Default" and each period during
   which a Registration Default has occurred and is continuing, a "Registration
   Default Period"), then, as liquidated damages for such Registration Default,
   subject to the provisions of Section 9(b), the Company and the Guarantors
   will pay liquidated damages ("Liquidated Damages"), in addition to the Base
   Interest, in an amount equal to $.05 per week per $1,000 principal amount of
   Transfer Restricted Securities held by such Holders (as defined in the
   Indenture) with respect to the first 90-day period immediately following the
   occurrence of the first Registration Default; provided that if Securities Act
   Rule 437a or a substantially similar rule is not then available and, despite
   all reasonable efforts on the part of the Company and the Guarantors, (A) the
   Company and the Guarantors' failure to file any such registration statements
   on or before the Filing Target Date has resulted solely from, or (B) any such
   registration statements have not been declared effective on or prior to the
   Effectiveness Target Date solely because of, in each case, the inability or
   refusal of their auditor to issue a consent to the use of its

                                       5
<PAGE>
   audit report relating to the Company's consolidated financial statements in
   connection with any such registration statements, then the occurrence of a
   Registration Default shall be determined as set forth in the next succeeding
   paragraph, but shall only be determined with respect to either clause (A) or
   clause (B) but not both.

      For purposes of determining the occurrence of a Registration Default under
   the proviso in the immediately preceding paragraph: (1) with respect to
   clause (A) immediately above, if, prior to the earlier of the filing of any
   such registration statements and the otherwise applicable Filing Target Date,
   the Company receives notice or has reasonable grounds to conclude and in good
   faith concludes that its auditor is unable or unwilling to issue such
   consent, then the Filing Target Date would be 90 days, and the Effectiveness
   Target Date would be 180 days, in each case, from the date on which the
   Company first receives such notice or reaches such conclusion; and (2) with
   respect to clause (B) immediately above, if, subsequent to the filing of any
   such registration statements but prior to the otherwise applicable
   Effectiveness Target Date, the Company first receives notice or has
   reasonable grounds to conclude and in good faith concludes that its auditor
   is unable or unwilling to issue such consent, then the Effectiveness Target
   Date would be 90 days from the date on which the Company first receives such
   notice or reaches such conclusion, unless the otherwise applicable
   Effectiveness Target Date would have been more than 90 days from the date of
   such notice or such conclusion.

      Promptly upon receiving such notice or reaching such conclusion, the
   Company shall deliver an officers' certificate to the trustee certifying as
   to the date of the receipt of such notice or the date of the reaching of such
   conclusion, in which case the officers' certificate shall also set forth in
   reasonable detail the basis of such conclusion, and setting forth the
   resultant Filing Target Date and/or Effectiveness Target Date, as the case
   may be, and the trustee shall notify the Holders of such resultant date or
   dates.

      The amount of Liquidated Damages will increase by an additional $.05 per
   week per $1,000 principal amount of Transfer Restricted Securities with
   respect to each subsequent 90-day period until all Registration Defaults have
   been cured, up to a maximum amount of Liquidated Damages for all Registration
   Defaults of $.50 per week per $1,000 principal amount of Transfer Restricted
   Securities. Liquidated Damages will accrue only with respect to Transfer
   Restricted Securities for which (and only for so long as) a Registration
   Default exists. Following the cure of all Registration Defaults, the accrual
   of Liquidated Damages will cease. All accrued Liquidated Damages will be paid
   by the Company and the Guarantors on each Interest Payment Date (as defined
   in the Indenture) to the Global Note Holder (as defined in the Indenture) by
   wire transfer of immediately available funds or by federal funds check and to
   Holders of Certificated Notes (as defined in the Indenture) by wire transfer
   to the accounts specified by them or by mailing checks to their registered
   addresses if no such accounts have been specified.

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

            3. Registration Procedures.

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

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

                                       6
<PAGE>
      (b) In the event that such qualification would require a new trustee under
   the Indenture, the Company shall appoint a new trustee thereunder pursuant to
   the applicable provisions of the Indenture.

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

            (i) except for any extension available to the Company pursuant to
      Section 2(c) above, use all commercially reasonable efforts to prepare and
      file with the Commission no later than 90 days after the Closing Date, an
      Exchange Offer Registration Statement on any form which may be utilized by
      the Company and which shall permit the Exchange Offer and resales of
      Exchange Notes by broker-dealers during the Resale Period to be effected
      as contemplated by Section 2(a), and use all commercially reasonable
      efforts to cause such Exchange Offer Registration Statement to become
      effective no later than 180 days after the Closing Date;

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

            (iii) with respect to a Shelf Registration Statement, promptly
      advise each broker-dealer that has requested or received copies of the
      prospectus included in such registration statement, and, if requested by
      such broker-dealer, confirm such advice in writing, (A) when such Exchange
      Offer Registration Statement or the prospectus included therein or any
      prospectus amendment or supplement or post-effective amendment has been
      filed, and, with respect to such Exchange Offer Registration Statement or
      any post-effective amendment, when the same has become effective, (B) of
      any request by the Commission for amendments or supplements to such
      Exchange Offer Registration Statement or prospectus or for additional
      information relating to any broker-dealer, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Exchange
      Offer Registration Statement or the initiation or threatening of any
      proceedings for that purpose, (D) if at any time the representations and
      warranties of the Company contemplated by Section 5 cease to be true and
      correct in all material respects, (E) of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the
      Exchange Notes for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose, or (F) at any time during
      the Resale Period when a prospectus is required to be delivered under the
      Securities Act, that such Exchange Offer Registration Statement,
      prospectus, prospectus amendment or supplement or post-effective amendment
      does not conform in all material respects to the applicable requirements
      of the Securities Act and the Trust Indenture Act and the rules and
      regulations of the Commission thereunder or contains an untrue statement
      of a material fact or omits to state any material fact required to be
      stated therein or necessary to make the statements therein not misleading
      in light of the circumstances then existing;

            (iv) in the event that the Company would be required, pursuant to
      Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
      Notes, without delay prepare and furnish to each such holder a reasonable
      number of copies of a prospectus supplemented or amended so

                                       7
<PAGE>
      that, as thereafter delivered to purchasers of such Exchange Notes during
      the Resale Period, such prospectus shall conform in all material respects
      to the applicable requirements of the Securities Act and the Trust
      Indenture Act and the rules and regulations of the Commission thereunder
      and shall not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing;

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

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

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

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

      (d) In connection with the Company's and the Guarantors' obligations with
   respect to the Shelf Registration, if applicable, the Company and the
   Guarantors shall:

            (i) use all commercially reasonable efforts to prepare and file with
      the Commission, within the time periods specified in Section 2(b), a Shelf
      Registration Statement on any form which may be utilized by the Company
      and which shall register all of the Transfer Restricted Securities for
      resale by the holders thereof in accordance with such method or methods of
      disposition as may be specified by such of the holders as, from time to
      time, may be Electing Holders and use all commercially reasonable efforts
      to cause such Shelf Registration Statement to become effective within the
      time periods specified in Section 2(b), except for any extension available
      to the Company pursuant to Section 2(c) above;

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

                                       8
<PAGE>
      from the date on which the Notice and Questionnaire is first mailed to
      such holders to return a completed and signed Notice and Questionnaire to
      the Company;

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

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

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

            (vi) provide (A) the Electing Holders, (B) the underwriters (which
      term, for purposes of this Exchange and Registration Rights Agreement,
      shall include a person deemed to be an underwriter within the meaning of
      Section 2(a)(11) of the Securities Act, if such person notifies the
      Company of its status as an underwriter), if any, thereof, (C) any sales
      or placement agent therefor, (D) counsel for any such underwriter or agent
      and (E) not more than one counsel for all the Electing Holders the
      opportunity to participate in the preparation of such Shelf Registration
      Statement, each prospectus included therein or filed with the Commission
      and each amendment or supplement thereto;

            (vii) for a reasonable period prior to the filing of such Shelf
      Registration Statement, and throughout the period specified in Section
      2(b), make available at reasonable times at the Company's principal place
      of business or such other reasonable place for inspection by the persons
      referred to in Section 3(d)(vi) who shall certify to the Company that they
      have a current intention to sell the Transfer Restricted Securities
      pursuant to the Shelf Registration such financial and other information
      and books and records of the Company, and cause the officers, employees,
      counsel and independent certified public accountants of the Company to
      respond to such inquiries, as shall be reasonably necessary to conduct a
      reasonable investigation within the meaning of Section 11 of the
      Securities Act; provided, however, that each such party shall be required
      to maintain in confidence and not to disclose to any other person any
      information or records reasonably designated by the Company as being
      confidential (and, if requested by the Company, will enter into a
      confidentiality agreement providing that), until such time as (A) such
      information becomes a matter of public record (whether by virtue of its
      inclusion in such registration statement or otherwise), or (B) such person
      shall be required so to disclose such information pursuant to a subpoena
      or order of any court or other governmental agency or body having
      jurisdiction over the matter (subject to the requirements of such order,
      and only after such person shall have given the Company prompt prior
      written notice of such requirement and a reasonable opportunity to
      object), or (C) such information is required to be set forth in such Shelf
      Registration Statement or the prospectus included therein or in an
      amendment to such Shelf Registration Statement or an amendment or
      supplement to such prospectus in order that such Shelf Registration
      Statement,

                                       9
<PAGE>
      prospectus, amendment or supplement, as the case may be, complies with
      applicable requirements of the federal securities laws and the rules and
      regulations of the Commission and does not contain an untrue statement of
      a material fact or omit to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading
      in light of the circumstances then existing;

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

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

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

            (xi) furnish to each Electing Holder, each placement or sales agent,
      if any, therefor, each underwriter, if any, thereof and the respective
      counsel referred to in Section 3(d)(vi) an executed copy (or, in the case
      of an Electing Holder, a conformed copy) of such Shelf Registration
      Statement, each such amendment and supplement thereto (in

                                       10
<PAGE>
      each case including all exhibits thereto (in the case of an Electing
      Holder of Transfer Restricted Securities, upon request) and documents
      incorporated by reference therein), and such number of copies of such
      Shelf Registration Statement (excluding exhibits thereto and documents
      incorporated by reference therein unless specifically so requested by such
      Electing Holder, agent or underwriter, as the case may be) and of the
      prospectus included in such Shelf Registration Statement (including each
      preliminary prospectus and any summary prospectus), in conformity in all
      material respects with the applicable requirements of the Securities Act
      and the Trust Indenture Act and the rules and regulations of the
      Commission thereunder, and such other documents, as such Electing Holder,
      agent, if any, and underwriter, if any, may reasonably request in order to
      facilitate the offering and disposition of the Transfer Restricted
      Securities owned by such Electing Holder, offered or sold by such agent or
      underwritten by such underwriter and to permit such Electing Holder, agent
      and underwriter to satisfy the prospectus delivery requirements of the
      Securities Act; and the Company hereby consents to the use of such
      prospectus (including such preliminary and summary prospectus) and any
      amendment or supplement thereto by each such Electing Holder and by any
      such agent and underwriter, in each case in the form most recently
      provided to such person by the Company, in connection with the offering
      and sale of the Transfer Restricted Securities covered by the prospectus
      (including such preliminary and summary prospectus) or any supplement or
      amendment thereto;

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

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

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

            (xv) enter into on one occasion, an underwriting agreement,
      engagement letter, agency agreement, "best efforts" underwriting agreement
      or similar agreement, as appropriate, including customary provisions
      relating to indemnification and contribution, and take such other actions
      in

                                       11
<PAGE>
      connection therewith as any Electing Holders aggregating at least 20% in
      aggregate principal amount of the Transfer Restricted Securities at the
      time outstanding shall request in order to expedite or facilitate the
      disposition of such Transfer Restricted Securities;

            (xvi) if an offering contemplated by the Shelf Registration is an
      underwritten offering, (A) make such representations and warranties to the
      Electing Holders and the placement or sales agent, if any, therefor and
      the underwriters, if any, thereof in form, substance and scope as are
      customarily made in connection with an offering of debt securities
      pursuant to any appropriate agreement or to a registration statement filed
      on the form applicable to the Shelf Registration; (B) obtain an opinion of
      counsel to the Company in customary form and covering such matters, of the
      type customarily covered by such an opinion, as the managing underwriters,
      if any, or as any Electing Holders of at least 20% in aggregate principal
      amount of the Transfer Restricted Securities at the time outstanding may
      reasonably request, addressed to such Electing Holder or Electing Holders
      and the placement or sales agent, if any, therefor and the underwriters,
      if any, thereof and dated the effective date of such Shelf Registration
      Statement (and if such Shelf Registration Statement contemplates an
      underwritten offering of a part or all of the Transfer Restricted
      Securities, dated the date of the closing under the underwriting agreement
      relating thereto); (C) obtain a "cold comfort" letter or letters from the
      independent certified public accountants of the Company addressed to the
      selling Electing Holders, the placement or sales agent, if any, therefor
      or the underwriters, if any, thereof, dated (i) the effective date of such
      Shelf Registration Statement and (ii) the effective date of any prospectus
      supplement to the prospectus included in such Shelf Registration Statement
      or post-effective amendment to such Shelf Registration Statement which
      includes unaudited or audited financial statements as of a date or for a
      period subsequent to that of the latest such statements included in such
      prospectus (and, if such Shelf Registration Statement contemplates an
      underwritten offering pursuant to any prospectus supplement to the
      prospectus included in such Shelf Registration Statement or post-effective
      amendment to such Shelf Registration Statement which includes unaudited or
      audited financial statements as of a date or for a period subsequent to
      that of the latest such statements included in such prospectus, dated the
      date of the closing under the underwriting agreement relating thereto),
      such letter or letters to be in customary form and covering such matters
      of the type customarily covered by letters of such type; (D) deliver such
      documents and certificates, including officers' certificates, as may be
      reasonably requested by any Electing Holders of at least 20% in aggregate
      principal amount of the Transfer Restricted Securities at the time
      outstanding or the placement or sales agent, if any, therefor and the
      managing underwriters, if any, thereof to evidence the accuracy of the
      representations and warranties made pursuant to clause (A) above or those
      contained in Section 5(a) hereof and the compliance with or satisfaction
      of any agreements or conditions contained in the underwriting agreement or
      other agreement entered into by the Company or the Guarantors; and (E)
      undertake such obligations relating to expense reimbursement,
      indemnification and contribution as are provided in Section 6 hereof;

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

            (xviii) in the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Transfer Restricted Securities or
      participate as a member of an underwriting syndicate or selling group or
      "assist in the distribution" (within the meaning of the Conduct Rules (the
      "Conduct Rules") of the National Association of Securities Dealers, Inc.
      ("NASD") or any successor thereto, as amended from time to time) thereof,
      whether as a holder of such Transfer Restricted Securities or as an
      underwriter, a placement or sales agent or a broker or dealer in respect
      thereof, or otherwise, assist such broker-dealer in complying with the
      requirements of such Conduct Rules, including by (A) if such

                                       12
<PAGE>
      Conduct Rules shall so require, engaging a "qualified independent
      underwriter" (as defined in such Conduct Rules) to participate in the
      preparation of the Shelf Registration Statement relating to such Transfer
      Restricted Securities, to exercise usual standards of due diligence in
      respect thereto and, if any portion of the offering contemplated by such
      Shelf Registration Statement is an underwritten offering or is made
      through a placement or sales agent, to recommend the yield of such
      Transfer Restricted Securities, (B) indemnifying any such qualified
      independent underwriter to the extent of the indemnification of
      underwriters provided in Section 6 hereof (or to such other customary
      extent as may be requested by such underwriter), and (C) providing such
      information to such broker-dealer as may be required in order for such
      broker-dealer to comply with the requirements of the Conduct Rules; and

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

      (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Transfer Restricted Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances in which they
   were made. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
   shall forthwith discontinue the disposition of Transfer Restricted Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received copies of such
   amended or supplemented prospectus, and if so directed by the Company, such
   Electing Holder shall (i) destroy , or (ii) deliver to the Company (at the
   Company's expense) all copies, other than permanent file copies, then in such
   Electing Holder's possession of the prospectus covering such Transfer
   Restricted Securities at the time of receipt of such notice.

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

                                       13
<PAGE>
      (g) The Company will not, and will not permit any of its "affiliates" (as
   defined in Rule 144) to, resell any of the Securities that have been
   reacquired by any of them except in a transaction or a chain of transactions
   not involving a public offering.

            4. Registration Expenses.

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

            5. Representations and Warranties.

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

      (a) Each registration statement covering Transfer Restricted Securities
   and each prospectus (including any preliminary or summary prospectus)
   contained therein or furnished pursuant to Section 3(d) or Section 3(c)
   hereof and any further amendments or supplements to any such registration
   statement or prospectus, when it becomes effective or is filed with the
   Commission, as the case may be, and, in the case of an

                                       14
<PAGE>
   underwritten offering of Transfer Restricted Securities, at the time of the
   closing under the underwriting agreement relating thereto, will conform in
   all material respects to the requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   will not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading; and at all times subsequent to the
   Effective Time when a prospectus would be required to be delivered under the
   Securities Act, other than from (i) such time as a notice has been given to
   holders of Transfer Restricted Securities pursuant to Section 3(d)(viii)(F)
   or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes
   an amended or supplemented prospectus pursuant to Section 3(e) or Section
   3(c)(iv) hereof, each such registration statement, and each prospectus
   (including any summary prospectus) contained therein or furnished pursuant to
   Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will
   conform in all material respects to the requirements of the Securities Act
   and the Trust Indenture Act and the rules and regulations of the Commission
   thereunder and will not contain an untrue statement of a material fact or
   omit to state a material fact required to be stated therein or necessary to
   make the statements therein, in light of the circumstances under which they
   were made, not misleading; provided, however, that this representation and
   warranty shall not apply to any statements or omissions made in reliance upon
   and in conformity with information furnished in writing to the Company by a
   holder of Transfer Restricted Securities expressly for use therein.

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

      (c) The compliance by the Company and the Guarantors with all of the
   provisions of this Exchange and Registration Rights Agreement and the
   consummation of the transactions herein contemplated will not (i) conflict
   with or result in a breach of any of the terms or provisions of, or
   constitute a default under, any indenture, mortgage, deed of trust, loan
   agreement or other agreement or instrument to which the Company, the
   Guarantors or their respective subsidiaries is a party or by which the
   Company, the Guarantors or their respective subsidiaries is bound or to which
   any of the property or assets of the Company, the Guarantors or their
   respective subsidiaries is subject, (ii) result in any violation of the
   provisions of the certificate of incorporation, as amended, or the by-laws of
   the Company or the Guarantors, (iii) result in any violation of any statute
   or any order, rule or regulation of any court or governmental agency or body
   having jurisdiction over the Company, the Guarantors or their respective
   subsidiaries or their properties, except, with regard to (i) and (iii) of
   this paragraph, for such conflicts, breaches, defaults or violations that
   would not reasonably be expected to have a material adverse effect on the
   consolidated financial position, stockholders' equity, results of operations,
   business or prospects of the Company, the Guarantors and their respective
   subsidiaries, taken as a whole; and no consent, approval, authorization,
   order, registration or qualification of or with any such court or
   governmental agency or body is required for the consummation by the Company
   and the Guarantors of the transactions contemplated by this Exchange and
   Registration Rights Agreement, except the registration under the Securities
   Act of the Securities, qualification of the Indenture under the Trust
   Indenture Act and such consents, approvals, authorizations, registrations or
   qualifications as may be required under State securities or blue sky laws in
   connection with the offering and distribution of the Securities and except
   for such consents, approvals, authorizations, orders, registrations or
   qualifications the failure of which to obtain would not reasonably be
   expected to have a material adverse

                                       15
<PAGE>
   effect on the consolidated financial position, stockholders' equity, results
   of operations, business or prospects of the Company, the Guarantors and their
   respective subsidiaries, taken as a whole.

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

            6. Indemnification.

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

      (b) Indemnification by the Holders and any Agents and Underwriters. The
   Company and the Guarantors may require, as a condition to including any
   Transfer Restricted Securities in any registration statement filed pursuant
   to Section 2(b) hereof and to entering into any underwriting agreement with
   respect thereto, that the Company and each of the Guarantors shall have
   received an undertaking reasonably satisfactory to it from the Electing
   Holder of such Transfer Restricted Securities and from each underwriter named
   in any such underwriting agreement, severally and not jointly, to (i)
   indemnify and hold harmless the Company, the Guarantors, and all other
   holders of Transfer Restricted Securities, against any losses, claims,
   damages or liabilities to which the Company, the Guarantors or such other
   holders of Transfer Restricted Securities may become subject, under the
   Securities Act or otherwise, insofar as such losses, claims, damages or
   liabilities (or actions in respect thereof) arise out of or are based upon an
   untrue statement or alleged untrue statement of a material fact contained in
   such registration statement, or any preliminary, final or summary prospectus
   contained therein or furnished by the Company or any Guarantor to any such
   Electing Holder, agent or underwriter, or any amendment or supplement
   thereto, or arise out of or are based upon the omission or alleged omission
   to state therein a material fact required to be stated therein or necessary
   to make the statements therein not misleading, in each case to the extent,
   but only to the extent, that such untrue statement or alleged untrue
   statement or omission or alleged omission was made in reliance upon and in
   conformity with written information furnished to the Company by such Electing
   Holder, agent or underwriter expressly for use therein, and (ii) reimburse
   the Company and the Guarantors for any legal or other expenses reasonably
   incurred by the Company and the Guarantors in connection with investigating
   or defending any such action or claim as such expenses are incurred;

                                       16
<PAGE>
   provided, however, that no such Electing Holder shall be required to
   undertake liability to any person under this Section 6(b) for any amounts in
   excess of the dollar amount of the proceeds to be received by such Electing
   Holder from the sale of such Electing Holder's Transfer Restricted Securities
   pursuant to such registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party and, after notice from the indemnifying party to such
   indemnified party of its election so to assume the defense thereof, such
   indemnifying party shall not be liable to such indemnified party for any
   legal expenses of other counsel or any other expenses, in each case
   subsequently incurred by such indemnified party, in connection with the
   defense thereof other than reasonable costs of investigation. No indemnifying
   party shall, without the written consent of the indemnified party, effect the
   settlement or compromise of, or consent to the entry of any judgment with
   respect to, any pending or threatened action or claim in respect of which
   indemnification or contribution may be sought hereunder (whether or not the
   indemnified party is an actual or potential party to such action or claim)
   unless such settlement, compromise or judgment (i) includes an unconditional
   release of the indemnified party from all liability arising out of such
   action or claim and (ii) does not include a statement as to, or an admission
   of fault, culpability or a failure to act by or on behalf of any indemnified
   party.

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

                                       17
<PAGE>
   required to contribute any amount in excess of the amount by which the total
   price at which the Transfer Restricted Securities underwritten by it and
   distributed to the public were offered to the public exceeds the amount of
   any damages which such underwriter has otherwise been required to pay by
   reason of such untrue or alleged untrue statement or omission or alleged
   omission. No person guilty of fraudulent misrepresentation (within the
   meaning of Section 11(f) of the Securities Act) shall be entitled to
   contribution from any person who was not guilty of such fraudulent
   misrepresentation. The holders' and any underwriters' obligations in this
   Section 6(d) to contribute shall be several in proportion to the principal
   amount of Transfer Restricted Securities registered or underwritten, as the
   case may be, by them and not joint.

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

            7. Underwritten Offerings.

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

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

            8. Rule 144 and Rule 144A.

            The Company covenants to the holders of Transfer Restricted
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such holder to, sell
Transfer Restricted Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 and Rule 144A under
the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Transfer Restricted Securities in connection
with that holder's sale pursuant to Rule 144 or Rule 144A, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

                                       18
<PAGE>
            9. Miscellaneous.

      (a) No Inconsistent Agreements. The Company and each of the Guarantors
   represents, warrants, covenants and agrees that it has not granted, and shall
   not grant, registration rights with respect to Transfer Restricted Securities
   or any other securities which would be inconsistent with the terms contained
   in this Exchange and Registration Rights Agreement.

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

      (c) Notices. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company or
   the Guarantors, to any of them at 1800 Bering Drive, Suite 1000, Houston,
   Texas 77507, Attention: Alvin L. Thomas II, General Counsel and if to a
   holder, to the address of such holder set forth in the security register or
   other records of the Company, or to such other address as the Company or any
   such holder may have furnished to the other in writing in accordance
   herewith, except that notices of change of address shall be effective only
   upon receipt.

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

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

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

                                       19
<PAGE>
      (g) Headings. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.

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

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

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

                                       20
<PAGE>
            If the foregoing is in accordance with your understanding, please
sign and return to us one for the Company, the Guarantors plus one for each
counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of
the Purchasers, this letter and such acceptance hereof shall constitute a
binding agreement between the Purchasers, the Guarantors and the Company.

                              Very truly yours,

                              SYNAGRO TECHNOLOGIES, INC.

                              By: /s/ Alvin L. Thomas II
                                  --------------------------------------
                                  Name:  Alvin L. Thomas
                                  Title:  Executive Vice President and Secretary


                              SYNAGRO MIDWEST, INC.,
                              SYNAGRO OF MICHIGAN, INC.,
                              SYNAGRO OF WISCONSIN, INC.,
                              SYNAGRO OF MINNESOTA - REHBEIN, INC.,
                              SYNAGRO MIDWEST - ENVIROLAND, INC.,
                              SYNAGRO SOUTHWEST, INC.,
                              SYNAGRO OF TEXAS-CDR, INC.,
                              SYNAGRO OF TEXAS-VITAL-CYCLE, INC.,
                              SYNAGRO SOUTHEAST, INC.,
                              SYNAGRO OF NORTH CAROLINA-EWR, INC.,
                              SYNAGRO OF NORTH CAROLINA-AMSCO, INC.,
                              SYNAGRO OF FLORIDA - A&J, INC.,
                              SYNAGRO OF FLORIDA - ANTI-POLLUTION, INC.,
                              SYNAGRO OF FLORIDA - DAVIS WATER, INC.,
                              SYNAGRO OF FLORIDA - ECOSYSTEMS, INC.,
                              SYNAGRO NORTHEAST, INC.,
                              COMPOSTING CORPORATION OF AMERICA,
                              ORGANI-GRO, INC.,
                              ST INTERCO, INC.,
                              ENVIRONMENTAL PROTECTION & IMPROVEMENT COMPANY,
                                INC.,
                              SYNAGRO MID-ATLANTIC, INC.,
                              SYNAGRO WEST, INC.,
                              SYNAGRO COMPOSTING COMPANY OF CALIFORNIA, INC.,
                              SYNAGRO OF CALIFORNIA, INC.,
                              NEW ENGLAND TREATMENT COMPANY, INC.,
                              FAIRHAVEN RESIDUAL SYSTEMS, INC.,
                              NETCO-CONNECTICUT, INC.,
                              NETCO-RESIDUALS MANAGEMENT SYSTEMS, INC.,
                              NETCO-WATERBURY SYSTEMS, INC., F/K/A
                              NETCO-WATERBURY, INC.,
                              NEW HAVEN RESIDUALS SYSTEMS, INC.,
                              RESIDUAL TECHNOLOGIES SYSTEMS, INC.,
                              RESIDUALS PROCESSING, INC.,
                              FUTURE - TECH ENVIRONMENTAL SERVICES, INC.,
                              SYNAGRO - WWT, INC.,
                              SOARING VISTA PROPERTIES, INC.,
                              NYOFCO HOLDINGS, INC.,
                              SYNAGRO - WCWNJ, INC.,

                                       21
<PAGE>
                              SYNAGRO - BALTIMORE, L.L.C.,
                              SYNAGRO DIGESTION, INC.,  AND
                              SYNAGRO TEXAS, INC.

                              By: /s/ Alvin L. Thomas II
                                  ---------------------------------
                                  Name:  Alvin L. Thomas II
                                  Title: Secretary

                                       22
<PAGE>
                              RESIDUAL TECHNOLOGIES, LIMITED PARTNERSHIP

                              By Residuals Technologies Systems, Inc., its
                                 general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              FAIRHAVEN RESIDUALS, LIMITED PARTNERSHIP

                              By Fairhaven Residuals Systems, Inc., its
                                 general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              NETCO-WATERBURY, LIMITED PARTNERSHIP

                              By NETCO-Waterbury Systems, Inc., its general
                              partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              NETCO-RESIDUALS MANAGEMENT, LIMITED PARTNERSHIP

                              By NETCO-Residuals Management Systems, Inc, its
                                 general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              NEW HAVEN RESIDUALS, LIMITED PARTNERSHIP

                              By New Haven Residuals Systems, Inc., its
                                 general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              PROVIDENCE SOILS, LLC

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                   Alvin L. Thomas II, Manager

                                       23
<PAGE>
                              SYNAGRO MANAGEMENT, L.P.

                              By Synagro Texas, Inc., its general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary


                              NEW YORK ORGANIC FERTILIZER COMPANY

                              By Synagro - WWT, Inc., its general partner

                              By:  /s/ Alvin L. Thomas II
                                 ---------------------------------------
                                    Name:  Alvin L. Thomas II
                                    Title:  Secretary

                                       24
<PAGE>

                              ATLANTA RESIDUALS COMPANY, LLC

                              By:  /s/ Mark Rome
                                 ---------------------------------
                                    Name:  Mark Rome
                                    Title:  Vice-President


                             SYNAGRO DELAWARE, INC.

                              By:  /s/ Mark B. McCormick
                                 ---------------------------------
                                    Name:  Mark B. McCormick
                                    Title:  Secretary

                                       25
<PAGE>
Accepted as of the date hereof:

LEHMAN BROTHERS INC.

By:  /s/ Sam Cortez
   ---------------------------
    Name:  Sam Cortez
    Title:  Senior Vice President


BANC OF AMERICA SECURITIES LLC

By:  /s/ Kaj Alhburg
   ---------------------------
    Name:  Kaj Alhburg
    Title:  Managing Director

                                       26
<PAGE>
                                                                       EXHIBIT A


                           SYNAGRO TECHNOLOGIES, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                    URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in Synagro Technologies, Inc. (the "Company")
9 1/2% Senior Subordinated Notes due 2009 (the "Securities") are held.

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

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by ________________. Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact [Alvin L. Thomas II, Esq. at
Synagro Technologies, Inc., 1800 Bering Drive, Suite 1000, Houston, Texas 77507,
(713) 369-1700.]

-------------
* Not less than 28 calendar days from date of mailing.

                                       A-1
<PAGE>
                           SYNAGRO TECHNOLOGIES, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Synagro Technologies, Inc.
(the "Company"), the Guarantors named therein (collectively, the "Guarantors")
and the Purchasers named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the "Commission") a registration statement on Form ____
(the "Shelf Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's 9 1/2% Senior Subordinated Notes due 2009 and the guarantees of the
Guarantors attached thereto (the "Securities"). A copy of the Exchange and
Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.

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

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

                                      A-2
<PAGE>
                                    ELECTION


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

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

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

                                      A-3
<PAGE>
                                  QUESTIONNAIRE


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

            ____________________________________________________________________

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

            ____________________________________________________________________

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

            ____________________________________________________________________

(2)         Address for Notices to Selling Securityholder:

                            ____________________________

                            ____________________________

                            ____________________________

            Telephone:      ____________________________

            Fax:            ____________________________

            Contact Person: ____________________________

 (3)        Beneficial Ownership of Securities:

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

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

      (b)   Principal amount of Securities other than Transfer Restricted
            Securities beneficially owned: _____________________________________
            CUSIP No(s). of such other Securities: _____________________________

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

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

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

            State any exceptions here:

(5)         Relationships with the Company:





                                      A-4
<PAGE>
            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Company (or its predecessors or
            affiliates) during the past three years.

            State any exceptions here:



(6)         Plan of Distribution:

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

            State any exceptions here:



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

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

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

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the

                                      A-5
<PAGE>
Shelf Registration Statement, the Selling Securityholder agrees to promptly
notify the Company of any inaccuracies or changes in the information provided
herein which may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect. All notices hereunder and pursuant to
the Exchange and Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:

      (i)   To the Company:

                                    Synagro Technologies, Inc.
                                    1800 Bering Drive
                                    Suite 1000
                                    Houston, Texas 77057
                                    Attention:  Alvin L. Thomas II, Esq.
                                                General Counsel
      (ii)  With a copy to:

                                    Locke Liddell & Sapp LLP
                                    600 Travis
                                    Suite 3200
                                    Houston, Texas 77002
                                    Attention:  David F. Taylor, Esq.


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

                                      A-6
<PAGE>
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _______________________


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


            By: ________________________________________________________________
            Name:
            Title:


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

                        Locke Liddell & Sapp LLP
                        600 Travis
                        Suite 3200
                        Houston, Texas 77002
                        Attention: David F. Taylor, Esq.


                                      A-7
<PAGE>
                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


[Trustee name]
Synagro Technologies, Inc.
c/o [Trustee name and address]

Attention: Trust Officer

      Re:  Synagro Technologies, Inc. (the "Company")
           ____% Senior Subordinated Notes due 2009

Ladies and Gentlemen:

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

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

Dated:
                                       Very truly yours,

                                              __________________________________
                                              (Name)

                                       By:    __________________________________
                                              (Authorized Signature)




                                      B-1