<PAGE>

                                                                  Execution Copy

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 4, 2003
                                  by and among

                          Genesis Health Ventures, Inc.

                                    as Issuer

                          Each of the Guarantors Listed
                          On the Signature Pages Herein

                                as the Guarantors

                                       and

                              Goldman, Sachs & Co.
                               UBS Securities LLC
                              Lehman Brothers Inc.
                           J.P. Morgan Securities Inc.

                            as the Initial Purchasers


<PAGE>



         This Registration Rights Agreement (this "Agreement") is made and
entered into as of November 4, 2003, by and among Genesis Health Ventures, Inc.,
a Pennsylvania corporation (the "Company"), the subsidiaries listed on Schedule
A attached hereto (the "Guarantors"), and the several initial purchasers listed
in Schedule I to the Purchase Agreement (as defined below) (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers"), for whom Goldman, Sachs
& Co., UBS Securities LLC and Lehman Brothers Inc. are acting as
representatives. The Initial Purchasers have agreed to purchase the Company's
6.875% Senior Subordinated Notes due November 15, 2013 (the "Notes") pursuant to
the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
October 29, 2003 (the "Purchase Agreement"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Notes, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to them in the
Indenture, dated the date hereof among the Company, the Guarantors and The Bank
of New York, as Trustee, relating to the Notes and the Exchange Notes (as
defined below) (the "Indenture").

         The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

         Act: The Securities Act of 1933, as amended.

         Affiliate: As defined in Rule 144 of the Act.

         Agreement: As defined in the preamble hereof.

         Blackout Period: As defined in Section 5(a) hereof.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Closing Date: The date hereof.

         Commission: The Securities and Exchange Commission.

         Company: As defined in the preamble hereof.

         Consummate: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes tendered by Holders
thereof pursuant to the Exchange Offer.



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<PAGE>

         Consummation Deadline: As defined in Section 5 hereof.

         Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Exchange Notes: The Company's 6.875% Senior Subordinated Notes due
2013, registered under the Act, to be issued pursuant to the Indenture: (i) in
the Exchange Offer or (ii) as contemplated by Section 4 hereof.

         Exchange Offer: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and pursuant to Regulation S under
the Act.

         Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

         Guarantees: Guarantees by the Guarantors of the Company's obligations
under the Notes, the Exchange Notes and the Indenture.

         Guarantors: As defined in the preamble hereof.

         Holders: As defined in Section 2 hereof.

         Indenture: As defined in the preamble hereof.

         Initial Purchasers: As defined in the preamble hereof.

         Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         Purchase Agreement: As defined in the preamble hereof.

         Recommencement Date: As defined in Section 6(e) hereof.



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<PAGE>

         Registration Default: As defined in Section 5 hereof.

         Registration Statement: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Exchange Notes and related
Guarantees pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, in
each case (i) that is filed pursuant to the provisions of this Agreement and
(ii) including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

         Regulation S: Regulation S promulgated under the Act.

         Rule 144: Rule 144 promulgated under the Act.

         Shelf Registration Statement: As defined in Section 4 hereof.

         Suspension Notice: As defined in Section 6(e) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         Transfer Restricted Securities: (i) Each Note and the related
Guarantees, until the earliest to occur of (a) the date on which such Note is
exchanged in the Exchange Offer for an Exchange Note which is entitled to be
resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Act, (b) the date on which such Note has been
disposed of in accordance with a Shelf Registration Statement, or (c) the date
on which such Note is distributed to the public pursuant to Rule 144 under the
Act or could (except with respect to affiliates of the Company within the
meaning of the Act) be sold in compliance with Rule 144(k) under the Act and
(ii) each Exchange Note and the related Guarantees acquired by a Broker-Dealer
in exchange for a Note acquired for its own account as a result of market making
activities or other trading activities until the date on which such Exchange
Note is disposed of by a Broker-Dealer pursuant to the "Underwriting"
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).

         Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

SECTION 2. HOLDERS

         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such person owns Transfer Restricted Securities.

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<PAGE>

SECTION 3. REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy, the Company and the Guarantors shall (i) cause
the Exchange Offer Registration Statement to be filed with the Commission on or
prior to April 30, 2004 (the "Filing Deadline"), (ii) use their reasonable best
efforts to cause such Exchange Offer Registration Statement to become effective
on or prior to July 15, 2004 (the "Effectiveness Deadline"), (iii) in connection
with the foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Notes that are Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.

         (b) The Company and the Guarantors shall use their reasonable best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 business days. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their reasonable best efforts to cause the Exchange Offer to be
Consummated within 45 business days, or longer, if required by the federal
securities laws, after the Exchange Offer Registration Statement has become
effective.

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.



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<PAGE>

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
their reasonable best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
one year from the date on which the Exchange Offer is Consummated or such
shorter period as will terminate when all Transfer Restricted Securities held by
such Broker-Dealers covered by such Registration Statement have been sold
pursuant thereto. The Initial Purchasers shall use their reasonable best efforts
to cooperate with the Company in determining when Transferred Restricted
Securities are acquired by Broker-Dealers and when such Transferred Restricted
Securities have been sold. The Company shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request,
at any time during such period.

SECTION 4. SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company within 20 business days following the
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer or (B) such Holder
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 available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes
acquired directly from the Company or any of its Affiliates, then the Company
and the Guarantors shall:

         (x) use their reasonable best efforts to cause to be filed, on or prior
to 60 days after the earlier of (i) the date on which the Company determines
that the Exchange Offer Registration Statement cannot be filed as a result of
clause (a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a)(ii) above (such earlier date, the "Filing Deadline"), a
shelf registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the "Shelf Registration
Statement")), relating to all Transfer Restricted Securities; and

         (y) use their reasonable best efforts to cause such Shelf Registration
Statement to become effective on or prior to 120 days after the Filing Deadline
for the Shelf Registration Statement (such 120th day the "Effectiveness
Deadline").

         If, after the Company has and the Guarantors have filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 3(a)
above, the Company is and the Guarantors are required to file and make effective
a Shelf Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law or Commission policy (i.e., clause (a)(i)
above), then the filing of the Exchange Offer Registration Statement shall be
deemed to satisfy the requirements of clause (x) above; provided that, in such
event, the Company and the Guarantors shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).



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<PAGE>

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) and subject to Section
5(c) hereof, the Company and the Guarantors shall use their reasonable best
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(b) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

         (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to additional interest pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. By its acceptance of Transfer Restricted Securities, each Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

SECTION 5. ADDITIONAL INTEREST

         (a) If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to 45 business days or
longer, if required by federal securities laws, after the Effectiveness Deadline
(the "Consummation Deadline") or (iv) any Registration Statement required by
this Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within seven business days by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within
ten business days of filing such post-effective amendment to such Registration
Statement (except as permitted in paragraph (c) of this Section 5, such period
of time during which any such Registration Statement is not effective or any
such Registrations Statement or the related Prospectus is not usable being
referred to as a "Blackout Period") (each such event referred to in clauses (i)
through (iv), a "Registration Default"), then the Company and the Guarantors
hereby jointly and severally agree to pay to each Holder of Transfer Restricted
Securities affected thereby additional interest in an amount equal to $0.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the additional interest shall increase
by an additional $0.05 per week per $1,000 in 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 additional
interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted
Securities; provided that the Company and the Guarantors shall in no event be
required to pay additional interest for more than one Registration Default at
any given time. Notwithstanding anything to the contrary set forth herein, (1)
upon filing of the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable, in the case of (iv) above, the additional
interest payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

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<PAGE>

         (b) All accrued additional interest shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. Notwithstanding the fact that any securities for which
additional interest are due cease to be Transfer Restricted Securities, all
obligations of the Company and the Guarantors to pay accrued additional interest
with respect to securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.

         (c) A Registration Default referred to in Section 5(a)(iv) shall be
deemed not to have occurred and be continuing in relation to a Registration
Statement or the related Prospectus if (i) the Blackout Period has occurred
solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
Prospectus or (y) the occurrence of other material events with respect to the
Company that would need to be described in such Registration Statement or the
related Prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement (including by way of filing
documents under the Exchange Act which are incorporated by reference into the
Registration Statement) such Registration Statement and the related Prospectus
to describe such events; provided, however, that in any case if such Blackout
Period occurs for a continuous period in excess of 30 days, a Registration
Default shall be deemed to have occurred on the 31st day of such Blackout Period
and additional interest shall be payable in accordance with paragraph (a) of
this Section 5 from the day such Registration Default occurred until such
Registration Default is cured or until the Company is no longer required
pursuant to this Agreement to keep such Registration Statement effective or such
Registration Statement or the related Prospectus usable; provided, further, that
in no event shall the total of all Blackout Periods exceed 45 days in the
aggregate of any 12-month period.

SECTION 6. REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their reasonable best
efforts to effect such exchange and to permit the resale of Exchange Notes by
any Broker-Dealer that tendered Notes in the Exchange Offer that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Notes acquired directly from
the Company or any of its Affiliates) being sold in accordance with the intended
method or methods of distribution thereof, and (z) comply with all of the
following provisions:

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<PAGE>

                  (i) As a condition to its participation in the Exchange Offer,
         each Holder of Transfer Restricted Securities (including, without
         limitation, any Holder who is a Broker Dealer) shall furnish, upon the
         request of the Company, prior to the Consummation of the Exchange
         Offer, a written representation to the Company and the Guarantors
         (which may be contained in the letter of transmittal contemplated by
         the Exchange Offer Registration Statement) to the effect that (A) it is
         not an Affiliate of the Company, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Exchange Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Exchange Notes
         in its ordinary course of business. Each Holder using the Exchange
         Offer to participate in a distribution of the Exchange Notes will be
         required to acknowledge and agree that, if the resales are of Exchange
         Notes obtained by such Holder in exchange for Notes acquired directly
         from the Company or an Affiliate thereof, it (1) could not, under
         Commission policy as in effect on the date of this Agreement, rely on
         the position of the Commission enunciated in Morgan Stanley and Co.,
         Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
         (available May 13, 1988), as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and similar no-action letters,
         and (2) must comply with the registration and prospectus delivery
         requirements of the Act in connection with a secondary resale
         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or 508, as applicable,
         of Regulation S-K.

                  (ii) Prior to effectiveness of the Exchange Offer Registration
         Statement, the Company and the Guarantors shall provide a supplemental
         letter to the Commission (A) stating that the Company and the
         Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and (B) including a
         representation that neither the Company nor any Guarantor has entered
         into any arrangement or understanding with any person to distribute the
         Exchange Notes to be received in the Exchange Offer and that, to the
         best of the Company's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Exchange
         Notes in its ordinary course of business and has no arrangement or
         understanding with any person to participate in the distribution of the
         Exchange Notes received in the Exchange Offer.

                                       9
<PAGE>

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

                  (i) comply with all the provisions of Section 6(c) and 6(d)
         below and use reasonable best efforts to effect such registration to
         permit the sale of the Transfer Restricted Securities being sold in
         accordance with the intended method or methods of distribution thereof
         (as indicated in the information furnished to the Company pursuant to
         Section 4(b) hereof), and pursuant thereto the Company and the
         Guarantors will prepare and file with the Commission a Registration
         Statement relating to the registration on any appropriate form under
         the Act, which form shall be available for the sale of the Transfer
         Restricted Securities in accordance with the intended method or methods
         of distribution thereof within the time periods and otherwise in
         accordance with the provisions hereof; and

                  (ii) issue, upon the request of any Holder or purchaser of
         Notes covered by any Shelf Registration Statement contemplated by this
         Agreement, Exchange Notes having an aggregate principal amount equal to
         the aggregate principal amount of Notes sold pursuant to the Shelf
         Registration Statement and surrendered to the Company for cancellation;
         the Company and the Guarantors shall register Exchange Notes and the
         related Guarantees on the Shelf Registration Statement for this purpose
         and issue the Exchange Notes to the purchaser(s) of securities subject
         to the Shelf Registration Statement in the names as such purchaser(s)
         shall designate.

         (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

                  (i) use reasonable best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Company and the Guarantors shall file promptly an appropriate amendment
         to such Registration Statement curing such defect, and, if Commission
         review is required, use their respective reasonable best efforts to
         cause such amendment to be declared effective as soon as practicable.
         Notwithstanding the foregoing, the Company may allow the Shelf
         Registration Statement to cease to become effective and usable and may
         suspend sales of Transfer Restricted Securities pursuant thereto if (x)
         the board of directors of the Company determines in good faith that it
         is in the best interests of the Company not to disclose the existence
         of or facts surrounding any proposed or pending material corporate
         transaction involving the Company or its Guarantors, and the Company
         notifies the Holders within two business days after such board of
         directors makes such determination or (y) the Prospectus contained in
         the Shelf Registration Statement contains an untrue statement of a
         material fact or omits to state a material fact necessary in order to
         make the statements made therein, in the light of the circumstances
         under which they were made, not misleading; provided that the two-year
         period referred to in Section 4(a) hereof during which the Shelf
         Registration Statement is required to be effective and usable shall be
         extended by the number of days during which such Registration Statement
         was not effective or usable pursuant to the foregoing provisions; and
         provided further that additional interest shall accrue on the Notes as
         provided in Section 5 hereof;

                                       10
<PAGE>

                  (ii) if at any time the Commission shall issue any stop order
         suspending the effectiveness of any Registration Statement, or any
         state securities commission or other regulatory authority shall issue
         an order suspending the qualification or exemption from qualification
         of the Transfer Restricted Securities under state securities or Blue
         Sky laws, the Company and the Guarantors shall use their respective
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest possible time;

                  (iii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

                  (iv) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two business days prior to such sale of Transfer Restricted
         Securities;

                  (v) use reasonable best efforts to cause the disposition of
         the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to enable the seller or
         sellers thereof to consummate the disposition of such Transfer
         Restricted Securities; provided, however, that neither the Company nor
         any Guarantor shall be required to register or qualify as a foreign
         corporation where it is not now so qualified or to take any action that
         would subject it to the service of process in suits or to taxation,
         other than as to matters and transactions relating to the Registration
         Statement, in any jurisdiction where it is not now so subject;

                  (vi) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with The
         Depository Trust Company;

                                       11
<PAGE>

                  (vii) otherwise use reasonable best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders with regard to any applicable
         Registration Statement, as soon as practicable, a consolidated earnings
         statement meeting the requirements of Rule 158 (which need not be
         audited) covering a twelve-month period beginning after the effective
         date of the Registration Statement (as such term is defined in
         paragraph (c) of Rule 158 under the Act); and

                  (viii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use reasonable best efforts
         to cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner.

         (d) Additional Provisions Applicable to Shelf Registration Statements
and Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and to
the extent that an Initial Purchaser has notified the Company that it is a
holder of Exchange Notes that are Transfer Restricted Securities (for so long as
such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3, whichever is shorter), the Company and the Guarantors
shall:

                  (i) advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

                                       12
<PAGE>

                  (ii) except as provided in Section 6(c)(i), if any fact or
         event contemplated by Section 6(d)(i)(D) above shall exist or have
         occurred, use reasonable best efforts to prepare a supplement or
         post-effective amendment to the Registration Statement or related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading;

                  (iii) if requested in writing, furnish to each Holder in
         connection with such exchange or sale, if any, before filing with the
         Commission, copies of any Registration Statement or any Prospectus
         included therein (except the Prospectus included in the Exchange Offer
         Registration Statement at the time it was declared effective) or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at least five business days, and the
         Company will not file any such Registration Statement or Prospectus or
         any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Holders shall reasonably object in writing within five
         business days after the receipt thereof. A Holder shall be deemed to
         have reasonably objected in writing to such filing if such Registration
         Statement, amendment, Prospectus or supplement, as applicable, as
         proposed to be filed, contains an untrue statement of a material fact
         or omits to state any material fact necessary to make the statements
         therein not misleading or fails to comply with the applicable
         requirements of the Act;

                  (iv) promptly upon request, provide copies of any document
         that is to be incorporated by reference into a Registration Statement
         or Prospectus to each Holder in connection with such exchange or sale,
         if any, make the Company's and the Guarantors' representatives
         available for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such Holders may reasonably request;

                  (v) make available, at reasonable times, for inspection by
         each Holder and any attorney or accountant retained by such Holders,
         all financial and other records, pertinent corporate documents of the
         Company and the Guarantors and cause the Company's and the Guarantors'
         officers, directors and employees to supply all information reasonably
         requested by any such Holder, attorney or accountant in connection with
         such Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;
         provided, however, that the foregoing inspection and information
         gathering shall be coordinated on behalf of the selling Holders by one
         counsel designated by and on behalf of such Holders; provided, further,
         that each such party shall be required to maintain in confidence and
         not disclose to any other person any information or records reasonably
         designated by the Company in writing as being confidential, until such
         time as (A) such information becomes a matter of public record (whether
         by virtue of its inclusion in such Registration Statement or
         otherwise), (B) such person shall be required so to disclose such
         information pursuant to a subpoena or order of any court or other
         governmental agency or body having jurisdiction over the matter
         (subject to the requirements of such order, and only after such person
         shall have given the Company prompt prior written notice of such
         requirement) or (C) such information is required to be set forth in
         such Registration Statement or Prospectus included therein or in an
         amendment to such Registration Statement or an amendment or supplement
         to such Prospectus in order that such Registration Statement,
         Prospectus, amendment or supplement, as the case may be, 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 made therein not misleading;

                                       13
<PAGE>

                  (vi) if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Underwriting" of the Transfer Restricted Securities;
         and make all required filings of such Prospectus supplement or
         post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment; provided, however, that the Company shall not
         be required to take any action pursuant to this Section 6(d)(vi) that
         would, in the opinion of counsel for the Company reasonably
         satisfactory to the Initial Purchasers, violate applicable law;

                  (vii) furnish to each Holder in connection with such exchange
         or sale without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                  (viii) deliver to each Holder without charge, as many copies
         of the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such persons reasonably may request;
         and subject to Section 6(e), the Company and the Guarantors hereby
         consent to the use (in accordance with law) of the Prospectus and any
         amendment or supplement thereto by each selling Holder in connection
         with the offering and the sale of the Transfer Restricted Securities
         covered by the Prospectus or any amendment or supplement thereto;

                  (ix) enter into such agreements (including underwriting
         agreements) and make such representations and warranties and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of the Transfer Restricted Securities
         pursuant to any applicable Registration Statement contemplated by this
         Agreement, all to such extent as may be reasonably requested by any
         Holder or Holders of Transfer Restricted Securities who hold at least
         25% in aggregate principal amount of such class of Transfer Restricted
         Securities; provided that the Company and the Guarantors shall not be
         required to enter into any such agreement more than once with respect
         to all of the Transfer Restricted Securities and may delay entering
         into such agreement if the board of directors of the Company determines
         in good faith that it is in the best interests of the Company and the
         Guarantors not to disclose the existence of or facts surrounding any
         proposed or pending material corporate transaction involving the
         Company or the Guarantors; and whether or not an underwriting agreement
         is entered into and whether or not the registration is an Underwritten
         Registration, the Company and the Guarantors shall:

                                       14
<PAGE>

                           (A) furnish (or in the case of paragraphs (2) and
                  (3), use reasonable best efforts to cause to be furnished) to
                  the Initial Purchasers, the Holders of Transfer Restricted
                  Securities who hold at least 25% in aggregate principal amount
                  of such class of Transfer Restricted Securities and each
                  underwriter, if any in such substance and scope as they may
                  reasonably request and as are customarily made in connection
                  with an offering of debt securities pursuant to a Shelf
                  Registration Statement (i) upon effective date of the Shelf
                  Registration Statement (and if such Shelf Registration
                  Statement contemplates an Underwritten Offering of Transfer
                  Restricted Securities upon the date of the closing under the
                  underwriting agreement related thereto) and (ii) upon the
                  filing of any amendment or supplement to the Shelf
                  Registration Statement or any other document that is
                  incorporated in the Shelf Registration Statement by reference
                  and includes financial data with respect to a fiscal quarter
                  or year:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Company and each Guarantor by (x)
                           the President or any Vice President and (y) a
                           principal financial or accounting officer of the
                           Company and such Guarantor, confirming, as of the
                           date thereof, the matters set forth in paragraph (i)
                           of Section 7 of the Purchase Agreement and such other
                           similar matters as such Holders may reasonably
                           request;

                                    (2) an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company and the
                           Guarantors covering matters similar to those set
                           forth in paragraph b and c of Section 7 of the
                           Purchase Agreement and such other matters as such
                           Holder may reasonably request, and in any event
                           including a statement to the effect that such counsel
                           has participated in conferences with officers and
                           other representatives of the Company and the
                           Guarantors, representatives of the independent public
                           accountants for the Company and the Guarantors and
                           has considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing, no facts came to such
                           counsel's attention that caused such counsel to
                           believe that the applicable Registration Statement,
                           at the time such Registration Statement or any
                           post-effective amendment thereto became effective
                           and, in the case of the Exchange Offer Registration
                           Statement, as of the date of Consummation of the
                           Exchange Offer, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus contained in such Registration Statement
                           as of its date and, in the case of the opinion dated
                           the date of Consummation of the Exchange Offer, as of
                           the date of Consummation, contained an untrue
                           statement of a material fact or omitted to state a
                           material fact necessary in order to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           statements, notes and schedules and other financial
                           or statistical data included or incorporated by
                           reference in any Registration Statement contemplated
                           by this Agreement or the related Prospectus; and

                                       15
<PAGE>

                                    (3) a customary comfort letter, dated the
                           date of Consummation of the Exchange Offer, or as of
                           the date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Company's
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters to underwriters in connection with
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           paragraph (d) of Section 7 of the Purchase Agreement;
                           and

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by the selling Holders to evidence
                  compliance with the matters covered in clause (A) above and
                  with any customary conditions contained in any agreement
                  entered into by the Company and the Guarantors pursuant to
                  this clause (ix); and

                  (x) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; provided, however, that neither
         the Company nor any Guarantor shall be required to register or qualify
         as a foreign corporation where it is not now so qualified or to take
         any action that would subject it to the service of process in suits or
         to taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject.

         (e) Restrictions on Holders. Each Holder's acquisition of a Transfer
Restricted Security constitutes such Holder's agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) or 6(c)(i)
hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
shall be required to either (i) destroy any Prospectuses, other than permanent
file copies, then in such Holder's possession which have been replaced by the
Company with more recently dated Prospectuses or (ii) deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date and, provided that the Company uses its reasonable best efforts to file and
have declared effective (if an amendment) as soon as practicable an amendment or
supplement to the Shelf Registration Statement, the Company shall be deemed to
have used its reasonable best efforts to keep the Shelf Registration Statement
effective during such period of suspension.

                                       16
<PAGE>

         (f) Holder Information. The Company and the Guarantors may require each
Holder of Transfer Restricted Securities as to which any registration is being
effected to furnish to the Company such information regarding such Holder and
such Holder's intended method of distribution of the applicable Transfer
Restricted Securities as the Company may from time to time reasonably request in
writing, but only to the extent that such information is required in order to
comply with the Act. Each such Holder agrees to notify the Company as promptly
as practicable of (i) any inaccuracy or change in information previously
furnished by such Holder to the Company or (ii) the occurrence of any event, in
either case, as a result of which any Prospectus relating to such registration
contains or would contain an untrue statement of a material fact regarding such
Holder or such Holder's intended method of distribution of the applicable
Transfer Restricted Securities or omits to state any material fact regarding
such Holder or such Holder's intended method of distribution of the applicable
Transfer Restricted Securities required to be stated therein or necessary to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading and promptly 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 Holder or the distribution of the applicable 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.

SECTION 7. REGISTRATION EXPENSES

         (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all reasonable fees and
disbursements of counsel for the Company, the Guarantors and one counsel for the
Holders of Transfer Restricted Securities (which shall be Simpson Thacher &
Bartlett LLP or such other counsel as may be selected by a majority of such
Holders); and (v) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).

                                       17
<PAGE>

         The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any person, including special
experts, retained by the Company or the Guarantors.

         (b) Each Holder of Transfer Restricted Securities will pay all
underwriting discounts and commissions (prior to the reduction thereof with
respect to selling concessions, if any), if any, and transfer taxes, if any,
relating to the disposition of such Holder's Transfer Restricted Securities.

SECTION 8. INDEMNIFICATION

         (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Transfer Restricted Securities, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by an untrue statement or omission
or alleged untrue statement or omission that is based upon information relating
to any of the Holders furnished to the Company by any of the Holders. The
foregoing indemnity with respect to any untrue statement contained in or any
omission from a preliminary prospectus or Prospectus shall not inure to the
benefit of any such Holder, its directors, officers or person who controls such
Holder from whom the person asserting any such loss, claim, damage, liability or
judgment purchased any of the Transfer Restricted Securities that are the
subject thereof if the Company shall sustain the burden of proving that such
person was not sent or given a copy of such preliminary prospectus or Prospectus
as amended or supplemented at or prior to the written confirmation of the sale
of such Transfer Restricted Securities to such person and the untrue statement
contained in or the omission from such preliminary prospectus or Prospectus was
corrected in such amended or supplemented preliminary prospectus or Prospectus,
unless such failure resulted from noncompliance by the Company with its
obligations hereunder to furnish the Initial Purchasers with copies of such
preliminary prospectus or Prospectus as amended or supplemented.



                                       18
<PAGE>

         (b) By its acquisition of Transfer Restricted Securities, each Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
or the Guarantors to the same extent as the foregoing indemnity from the Company
and the Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement, preliminary prospectus
or Prospectus (or any amendment or supplement thereto). In no event shall any
Holder, its directors, officers or any person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
Section 8(b), a Holder shall not be required to assume the defense of such
action pursuant to this Section 8(c), but may employ separate counsel and
participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder). Any
indemnified party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company and the Guarantors, in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if (x) the
settlement is entered into more than 30 business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party), (y) the indemnifying party shall
have received notice of the terms of such settlement at least 20 business days
prior to such settlement being entered into and, (z) prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

                                       19
<PAGE>

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand, and the Holders, on the other hand, from their
initial sale of Transfer Restricted Securities (or in the case of Exchange Notes
that are Transfer Restricted Securities, the sale of the Notes for which such
Exchange Notes were exchanged) or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.

         The Company, the Guarantors and, by its acquisition of Transfer
Restricted Securities, each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders 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 the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) 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. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

                                       20
<PAGE>

SECTION 9. RULE 144A AND RULE 144

         The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in
a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Holder may participate in an Underwritten Registration hereunder
unless such Holder (a) 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 (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

SECTION 11. SELECTION OF UNDERWRITERS

         In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities included in such offering; provided that such
investment bankers and managers must be reasonably satisfactory to the Company.

                                       21
<PAGE>

SECTION 12. MISCELLANEOUS

         (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Company and the Guarantors will
not, on or after the date of this Agreement, enter into any agreement with
respect to their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Except for (i) that certain Registration Rights Agreement
among Genesis HealthCare Corporation, the Company and the parties referred to
therein, dated as of October 28, 2003, regarding the Genesis HealthCare
Corporation's Senior Subordinated Notes due 2013, (ii) that certain Registration
Rights Agreement among the Company, Goldman Sachs & Co., and Highland Capital
Management L.P., dated as of October 2, 2001, regarding the Company's common
stock and (iii) that certain Registration Rights Agreement among the Company,
Goldman Sachs & Co., and Highland Capital Management L.P., dated as of October
2, 2001, regarding the Company's Second Priority Secured Notes due 2007, the
Company and the Guarantors have not previously entered into any agreement
granting any registration rights with respect to their respective securities to
any person that would require such securities to be included in any Registration
Statement filed hereunder. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's and the Guarantors' securities under any agreement in
effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by
the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.

                                       22
<PAGE>

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

         (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (ii) if to the Company or any of the Guarantors:

                             Genesis Health Ventures, Inc.
                             7 East Lee Street
                             Baltimore, Maryland 21202

                             Attention: John Gaither, Senior Vice President,
                             General Counsel and Secretary
                             Facsimile: (253) 390-6623

         All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, when receipt acknowledged, if telecopied;
and on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

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

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

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

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

                                       23
<PAGE>

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

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

         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



                                       24
<PAGE>



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

                                         Genesis Health Ventures, Inc.



                                         By: /s/  Robert H. Fish
                                             ____________________________

                                               Name:  Robert H. Fish
                                               Title: Chief Executive Officer




                                       25
<PAGE>


     GUARANTORS:
     -----------

     ACCUMED, INC.

     ASCO HEALTHCARE OF NEW ENGLAND, INC.

     ASCO HEALTHCARE, INC.

     CARECARD, INC.

     COMPASS HEALTH SERVICES, INC.

     CONCORD PHARMACY SERVICES, INC.

     DELCO APOTHECARY, INC.

     EASTERN MEDICAL SUPPLIES, INC.

     EASTERN REHAB SERVICES, INC.

     ENCARE OF MASSACHUSETTS, INC.

     GENESIS  HEALTH  SERVICES   CORPORATION  t/b/k/a  NeighborCare
     Services Corporation

     GENESIS HOLDINGS, INC. t/b/k/a NeighborCare Holdings, Inc.

     GENEVA SUB, INC.

     H.O. SUBSIDIARY, INC. f/k/a HEALTHOBJECTS, INC.

     HEALTH CONCEPTS AND SERVICES, INC.

     HEALTHOBJECTS  CORPORATION f/k/a NeighborWare  Health Systems, Inc.

     HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.

     INSTITUTIONAL HEALTH CARE SERVICES, INC.

     MEDICAL SERVICES GROUP, INC.

     NEIGHBORCARE  HOME  MEDICAL   EQUIPMENT,   INC.  f/k/a  United
     Health Care Services, Inc.

     NEIGHBORCARE  INFUSION SERVICES,  INC. f/k/a Vitalink Infusion
     Services, Inc.

     NEIGHBORCARE OF CALIFORNIA, INC.



                                       26
<PAGE>


     NEIGHBORCARE OF INDIANA, INC. f/k/a Teamcare of Indiana, Inc.

     NEIGHBORCARE  OF NORTHERN  CALIFORNIA,  INC. f/k/a  Compupharm
     of Northern California, Inc.

     NEIGHBORCARE OF OHIO, INC.

     NEIGHBORCARE  OF OKLAHOMA,  INC.  f/k/a  Vitalink  Subsidiary, Inc.

     NEIGHBORCARE OF TEXAS, INC.

     NEIGHBORCARE  OF VIRGINIA,  INC.  f/k/a  Teamcare of Virginia, Inc.

     NEIGHBORCARE   OF  WISCONSIN,   INC.   f/k/a  GCI   Innovative
     Pharmacy, Inc.

     NEIGHBORCARE PHARMACIES, INC.

     NEIGHBORCARE  PHARMACY SERVICES,  INC. f/k/a Vitalink Pharmacy
     Services, Inc.

     NEIGHBORCARE-MEDISCO, INC. f/k/a Medisco Pharmacies, Inc.

     NEIGHBORCARE-ORCA,  INC. f/k/a White,  Mack & Wart, Inc. d/b/a
     Propac Pharmacy

     NEIGHBORCARE-TCI, INC.

     PROFESSIONAL PHARMACY SERVICES, INC.

     SUBURBAN MEDICAL SERVICES, INC.

     THE TIDEWATER  HEALTHCARE  SHARED SERVICES  GROUP,  INC. f/k/a
     TW Acquisition Corp.


      By: /s/  Robert H. Fish
          ----------------------------
          Name:  Robert H. Fish

           On behalf of the foregoing entities as an
           Authorized Signatory of such entities



                                       27
<PAGE>


     ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP, by ASCO
     Healthcare of New England, Inc., its General Partner

     CARE4, L.P., by Institutional Health Care Services, Inc.,
     its General Partner

     By: /s/  Robert H. Fish
         ----------------------------
         Name:  Robert H. Fish

           On behalf of the foregoing entities as an
           Authorized Signatory of each respective authorized
           General Partner







                                       28
<PAGE>


     AUTOMATED HOMECARE SYSTEM, LLC, by Health Objects
     Corporation, its authorized Member

     MAIN STREET PHARMACY, L.L.C., by Professional Pharmacy
     Services, Inc. and NeighborCare Pharmacies, Inc., its
     authorized Members

     NEIGHBORCARE PHARMACY OF OKLAHOMA LLC, NeighborCare Pharmacy
     Services, Inc., its authorized Member


     By: /s/  Robert H. Fish
         ----------------------------
         Name:  Robert H. Fish

          On   behalf   of  the   foregoing   entities   as  an
          Authorized  Signatory of each  respective  authorized
          Member





                                       29
<PAGE>

GOLDMAN, SACHS & Co.
UBS Securities LLC
Lehman Brothers Inc.
J.P. Morgan Securities Inc.

      BY GOLDMAN SACHS & Co., as Authorized Representative





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







                                       30
<PAGE>


                                   Schedule A
                                   ----------

Guarantors
----------

1.   ACCUMED, INC.
2.   ASCO HEALTHCARE OF NEW ENGLAND, INC.
3.   ASCO HEALTHCARE, INC.
4.   CARECARD, INC.
5.   COMPASS HEALTH SERVICES, INC.
6.   CONCORD PHARMACY SERVICES, INC.
7.   DELCO APOTHECARY, INC.
8.   EASTERN MEDICAL SUPPLIES, INC.
9.   EASTERN REHAB SERVICES, INC.
10.  ENCARE OF MASSACHUSETTS, INC.
11.  GENESIS HEALTH SERVICES CORPORATION t/b/k/a NeighborCare Services
     Corporation
12.  GENESIS HOLDINGS, INC. t/b/k/a NeighborCare Holdings, Inc.
13.  GENEVA SUB, INC.
14.  H.O. SUBSIDIARY, INC. f/k/a HEALTHOBJECTS, INC.
15.  HEALTH CONCEPTS AND SERVICES, INC.
16.  HEALTHOBJECTS CORPORATION f/k/a NeighborWare Health Systems, Inc.
17.  HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.
18.  INSTITUTIONAL HEALTH CARE SERVICES, INC.
19.  MEDICAL SERVICES GROUP, INC.
20.  NEIGHBORCARE HOME MEDICAL EQUIPMENT, INC. f/k/a United Health Care
     Services, Inc.
21.  NEIGHBORCARE INFUSION SERVICES, INC. f/k/a Vitalink Infusion Services, Inc.
22.  NEIGHBORCARE OF CALIFORNIA, INC.
23.  NEIGHBORCARE OF INDIANA, INC. f/k/a Teamcare of Indiana, Inc.
24.  NEIGHBORCARE OF NORTHERN CALIFORNIA, INC. f/k/a Compupharm of Northern
     California, Inc.
25.  NEIGHBORCARE OF OHIO, INC.
26.  NEIGHBORCARE OF OKLAHOMA, INC. f/k/a Vitalink Subsidiary, Inc.
27.  NEIGHBORCARE OF TEXAS, INC.
28.  NEIGHBORCARE OF VIRGINIA, INC. f/k/a Teamcare of Virginia, Inc.
29.  NEIGHBORCARE OF WISCONSIN, INC. f/k/a GCI Innovative Pharmacy, Inc.
30.  NEIGHBORCARE PHARMACIES, INC.
31.  NEIGHBORCARE PHARMACY SERVICES, INC. f/k/a Vitalink Pharmacy Services, Inc.
32.  NEIGHBORCARE-MEDISCO, INC. f/k/a Medisco Pharmacies, Inc.
33.  NEIGHBORCARE-ORCA, INC. f/k/a White, Mack & Wart, Inc. d/b/a Propac
     Pharmacy
34.  NEIGHBORCARE-TCI, INC.
35.  PROFESSIONAL PHARMACY SERVICES, INC.
36.  SUBURBAN MEDICAL SERVICES, INC.
37.  THE TIDEWATER HEALTHCARE SHARED SERVICES GROUP, INC. f/k/a TW Acquisition
     Corp.
38.  AUTOMATED HOMECARE SYSTEM, LLC
39.  MAIN STREET PHARMACY, L.L.C.
40.  NEIGHBORCARE PHARMACY OF OKLAHOMA LLC,
41.  ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP
42.  CARE4, L.P.



                                       31