<PAGE>
                                                                     EXHIBIT 4.3

                            SFBC INTERNATIONAL, INC.

                          REGISTRATION RIGHTS AGREEMENT



August 11, 2004


<PAGE>




                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of August 11, 2004, by and among SFBC International, Inc. a
Delaware corporation (the "COMPANY"), and UBS Securities LLC (the "INITIAL
PURCHASER") pursuant to that certain Purchase Agreement, dated August 6, 2004
(the "PURCHASE AGREEMENT"), between the Company and the Initial Purchaser.

                  In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement. The terms "herein," "hereof,"
"hereto," "hereinafter" and similar terms, as used in this Agreement, shall in
each case refer to this Agreement as a whole and not to any particular section,
paragraph, sentence or other subdivision of this Agreement.

                  The Company agrees with the Initial Purchaser (i) for their
benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners
(including the Initial Purchaser) from time to time of the Covered Securities
(as defined herein) (each of the foregoing a "HOLDER" and, together, the
"HOLDERS"), as follows:

         1. DEFINITIONS. Capitalized terms used herein without definition shall
have the respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:

                  (a) "ADDITIONAL FILING DEADLINE DATE" has the meaning set
forth in Section 2(e) hereof.

                  (b) "ADDITIONAL INTEREST" has the meaning set forth in Section
2(e) hereof.

                  (c) "ADDITIONAL INTEREST ACCRUAL PERIOD" has the meaning set
forth in Section 2(e) hereof.

                  (d) "ADDITIONAL INTEREST AMOUNT" has the meaning set forth in
Section 2(e) hereof.

                  (e) "ADDITIONAL INTEREST PAYMENT DATE" means each August 15
and February 15 of each year.

                  (f) "AFFILIATE" means, with respect to any specified person,
an "affiliate," as defined in Rule 144, of such person.

                  (g) "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning
set forth in Section 2(d) hereof.

                  (h) "APPLICABLE CONVERSION PRICE" per share of Common Stock
means, on a given date, one thousand dollars ($1,000) divided by the Conversion


<PAGE>

Rate in effect as of such date or, if no Notes are then outstanding, the
Conversion Rate that would be in effect as of such date were Notes then
outstanding.

                  (i) "BUSINESS DAY" means each day on which the New York Stock
Exchange is open for trading.

                  (j) "CLAIM" has the meaning set forth in Section 9(o) hereof.

                  (k) "COMMON STOCK" means the shares of common stock, $0.001
par value per share, of the Company and any other shares of capital stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

                  (l) "CONVERSION RATE" has the meaning ascribed to it in the
Indenture.

                  (m) "COVERED SECURITY" has the meaning set forth in Section
1(ss) hereof.

                  (n) "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(a) hereof.

                  (o) "EFFECTIVENESS PERIOD" means a period (subject to
extension pursuant to Section 3(i) hereof) that terminates on the earliest of:
(i) the date when there are no Registrable Securities outstanding; (ii) the
first date when all Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant thereto; (iii) the date when all Registrable
Securities held by non-affiliates are eligible to be sold pursuant to Rule
144(k) under the Securities Act; and (iv) two years after the Issue Date.

                  (p) "EVENT" has the meaning set forth in Section 2(e) hereof.

                  (q) "EVENT DATE" has the meaning set forth in Section 2(e)
hereof.

                  (r) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

                  (s) "FILING DEADLINE DATE" has the meaning set forth in
Section 2(a) hereof.

                  (t) "FORM S-1" means Form S-1 under the Securities Act.

                  (u) "FORM S-3" means Form S-3 under the Securities Act.

                  (v) "FUNDAMENTAL CHANGE REPURCHASE DATE" has the meaning set
forth in the Indenture.

                  (w) "HOLDER" has the meaning set forth in the preamble hereto.

                  (x) "HOLDER INFORMATION" has the meaning set forth in Section
6(b) hereof.



                                       2
<PAGE>

                  (y) "INDEMNIFIED PARTY" has the meaning set forth in Section
6(c) hereof.

                  (z) "INDEMNIFYING PARTY" has the meaning set forth in Section
6(c) hereof.

                  (aa) "INDENTURE" means the Indenture, dated as of August 11,
2004, between the Company and the Trustee, pursuant to which the Notes are being
issued.

                  (bb) "INITIAL PURCHASER" has the meaning set forth in the
preamble hereto.

                  (cc) "INITIAL SHELF REGISTRATION STATEMENT" has the meaning
set forth in Section 2(a) hereof.

                  (dd) "ISSUE DATE" means August 11, 2004.

                  (ee) "MANAGING UNDERWRITERS" has the meaning set forth in
Section 8(a) hereof.

                  (ff) "MATERIAL EVENT" has the meaning set forth in Section
3(i) hereof.

                  (gg) "NASD RULES" has the meaning set forth in Section 3(s)
hereof.

                  (hh) "NOTES" means the 2.25% convertible senior notes due 2024
of the Company to be purchased pursuant to the Purchase Agreement.

                  (ii) "NOTICE AND QUESTIONNAIRE" means a written questionnaire
containing substantially the information called for by the "Selling
Securityholder Notice and Questionnaire" attached as Annex A to the Offering
Memorandum of the Company, dated August 6, 2004, relating to the Notes.

                  (jj) "NOTICE HOLDER" means, on a given date, any Holder that
has delivered a complete Notice and Questionnaire to the Company on or prior to
such date, provided not all of such Holder's Registrable Securities that have
been registered for resale pursuant to a Notice and Questionnaire have been sold
in accordance with a Shelf Registration Statement.

                  (kk) "OPTION PURCHASE DATE" has the meaning ascribed to it in
the Indenture.

                  (ll) "PROCEEDING" has the meaning set forth in Section 6(c)
hereof.

                  (mm) "PROSPECTUS" means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 415 under the Securities
Act), as amended or supplemented by any amendment or prospectus supplement,
including post-effective amendments, and all materials incorporated by reference
or explicitly deemed to be incorporated by reference in such Prospectus.



                                       3
<PAGE>

                  (nn) "PURCHASE AGREEMENT" has the meaning set forth in the
preamble hereof.

                  (oo) "RECORD DATE" means, (i) February 1, with respect to an
Additional Interest Payment Date that occurs on February 15 and (ii) August 1,
with respect to an Additional Interest Payment Date that occurs on August 15.

                  (pp) "RECORD HOLDER" means, with respect to an Additional
Interest Payment Date relating to a Registrable Security for which any
Additional Interest Amount has accrued, a Notice Holder that was the holder of
record of such Registrable Security at the close of business on the Record Date
relating to such Additional Interest Payment Date.

                  (qq) "REDEMPTION" has the meaning ascribed to it in the
Indenture.

                  (rr) "REDEMPTION DATE" has the meaning ascribed to it in the
Indenture.

                  (ss) "REGISTRABLE SECURITIES" means the Notes, until such
Notes have been converted into the Underlying Common Stock, and, at all times,
the Underlying Common Stock and any securities into or for which such Underlying
Common Stock has been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split or similar event (each of the
foregoing, a "COVERED SECURITY") until, in the case of any such security, the
earliest of:

                           (i) the date on which such security has been
                  effectively registered under the Securities Act and disposed
                  of in accordance with the Registration Statement relating
                  thereto;

                           (ii) the date on which such security may be resold
                  without restriction pursuant to Rule 144(k) under the
                  Securities Act or any successor provision thereto;

                           (iii) the date on which such security has been
                  publicly sold pursuant to Rule 144 or any successor provision
                  thereto; or

                           (iv) the date on which such security ceases to be
                  outstanding.

                  (tt) "REGISTRATION EXPENSES" has the meaning set forth in
Section 5 hereof.

                  (uu) "REGISTRATION STATEMENT" means any registration
statement, under the Securities Act, of the Company that covers any of the
Registrable Securities pursuant to this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all materials incorporated by
reference or explicitly deemed to be incorporated by reference in such
registration statement, Prospectus, amendment or supplement.

                  (vv) "REPURCHASE AT HOLDER'S OPTION" has the meaning ascribed
to it in the Indenture.



                                       4
<PAGE>

                  (ww) "REPURCHASE DATE" has the meaning ascribed to it in the
Indenture.

                  (xx) "REPURCHASE UPON FUNDAMENTAL CHANGE" has the meaning
ascribed to it in the Indenture.

                  (yy) "RULE 144" means Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  (zz) "RULE 144A" means Rule 144A under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  (aaa) "SEC" means the Securities and Exchange Commission.

                  (bbb) "SECURITIES ACT" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC thereunder.

                  (ccc) "SHELF REGISTRATION STATEMENT" means the Initial Shelf
Registration Statement and any Subsequent Shelf Registration Statement.

                  (ddd) "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the
meaning set forth in Section 2(b) hereof.

                  (eee) "SUBSEQUENT SHELF REGISTRATION STATEMENT EFFECTIVENESS
DEADLINE DATE" has the meaning set forth in Section 2(d) hereof.

                  (fff) "SUSPENSION NOTICE" has the meaning set forth in Section
3(i) hereof.

                  (ggg) "SUSPENSION PERIOD" has the meaning set forth in Section
3(i) hereof.

                  (hhh) "TIA" means the Trust Indenture Act of 1939, as amended.

                  (iii) "TRUSTEE" means Wachovia Bank, National Association, the
trustee under the Indenture.

                  (jjj) "UNDERLYING COMMON STOCK" means the Common Stock into
which the Notes are convertible or issued upon any such conversion.

        2. SHELF REGISTRATION.

                  (a) The Company shall prepare and file, or cause to be
prepared and filed, with the SEC, as soon as practicable but in any event by the
date (the "FILING DEADLINE DATE") that is ninety (90) days after the Issue Date,
a Registration Statement (the "INITIAL SHELF REGISTRATION STATEMENT") for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under


                                       5
<PAGE>

the Securities Act registering the resale from time to time by Holders thereof
of all of the Registrable Securities (or, if registration of Registrable
Securities not held by Notice Holders is not permitted by the rules and
regulations of the SEC, then registering the resale from time to time by Notice
Holders of their Registrable Securities). The Initial Shelf Registration
Statement shall be on Form S-1 or Form S-3 or another appropriate form and shall
provide for the registration of such Registrable Securities for resale by such
Holders in accordance with any reasonable method of distribution elected by the
Holders (provided, however, that in the case of any proposed underwritten
offering of Registrable Securities, selection by Holders of the Managing
Underwriters shall be subject to the Company's prior written consent, which
consent shall not be unreasonably withheld). The Company shall use its
reasonable best efforts to (i) cause the Initial Shelf Registration Statement to
become effective under the Securities Act as promptly as practicable but in any
event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty
(180) days after the Issue Date and (ii) keep the Initial Shelf Registration
Statement (or any Subsequent Shelf Registration Statement) continuously
effective under the Securities Act until the expiration of the Effectiveness
Period (except as permitted by Section 3(i)). At the time the Initial Shelf
Registration Statement becomes effective under the Securities Act, each Holder
that became a Notice Holder prior to the date that is five (5) Business Days
prior to such time of effectiveness shall be named as a selling securityholder
in the Initial Shelf Registration Statement and the related Prospectus in such a
manner as to permit such Holder to deliver such Prospectus to purchasers of
Registrable Securities in accordance with applicable law.

                  (b) If any Shelf Registration Statement ceases to be effective
under the Securities Act for any reason at any time during the Effectiveness
Period, the Company shall use its reasonable best efforts to promptly cause such
Shelf Registration Statement to become effective under the Securities Act
(including obtaining the prompt withdrawal of any order suspending the
effectiveness of such Shelf Registration Statement), and in any event shall,
within thirty (30) days of such cessation of effectiveness, (i) amend such Shelf
Registration Statement in a manner reasonably expected to obtain the withdrawal
of any order suspending the effectiveness of such Shelf Registration Statement
or (ii) file an additional Registration Statement (a "SUBSEQUENT SHELF
REGISTRATION STATEMENT") for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders thereof of all securities that are Registrable
Securities as of the time of such filing (or, if registration of Registrable
Securities not held by Notice Holders is not permitted by the rules and
regulations of the SEC, then registering the resale from time to time by Notice
Holders of their securities that are Registrable Securities as of the time of
such filing). If a Subsequent Shelf Registration Statement is filed, the Company
shall use its reasonable best efforts to (A) cause such Subsequent Shelf
Registration Statement to become effective under the Securities Act as promptly
as practicable after such filing, but in no event later than the Subsequent
Shelf Registration Statement Effectiveness Deadline Date and (B) keep such
Subsequent Shelf Registration Statement (or another Subsequent Shelf


                                       6
<PAGE>

Registration Statement) continuously effective until the end of the
Effectiveness Period (except as permitted by Section 3(i)). Any such Subsequent
Shelf Registration Statement shall be on Form S-1 or Form S-3 or another
appropriate form and shall provide for the registration of such Registrable
Securities for resale by such Holders in accordance with any reasonable method
of distribution elected by the Holders (provided, however, that in the case of
any proposed underwritten offering of Registrable Securities, selection by
Holders of the Managing Underwriters shall be subject to the Company's prior
written consent, which consent shall not be unreasonably withheld).

                  (c) The Company shall supplement and amend any Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or as reasonably
requested by the Initial Purchaser or by the Trustee on behalf of the Holders of
the Registrable Securities covered by such Shelf Registration Statement.

                  (d)

                           (i) Each Holder of Registrable Securities agrees
                  that, if such Holder wishes to sell Registrable Securities
                  pursuant to a Shelf Registration Statement and related
                  Prospectus, it will do so only in accordance with this Section
                  2(d) and Section 3(i). Each Holder of Registrable Securities
                  wishing to sell Registrable Securities pursuant to a Shelf
                  Registration Statement and related Prospectus agrees to
                  deliver a completed and executed Notice and Questionnaire to
                  the Company prior to any attempted or actual distribution of
                  Registrable Securities under a Shelf Registration Statement.
                  If a Holder becomes a Notice Holder on or after the date the
                  Initial Shelf Registration Statement becomes effective under
                  the Securities Act, the Company shall, as promptly as
                  practicable after the date such Holder became a Notice Holder,
                  and in any event, subject to clauses (A) and (B) below, within
                  the later of (x) five (5) Business Days after such date or (y)
                  five (5) Business Days after the expiration of any Suspension
                  Period that either (I) is in effect when such Holder became a
                  Notice Holder or (II) is put into effect within five (5)
                  Business Days after the date such Holder became a Notice
                  Holder,

                                    (A) if required by applicable law, file with
                           the SEC a supplement to the related Prospectus or a
                           post-effective amendment to the Shelf Registration
                           Statement or file a Subsequent Shelf Registration
                           Statement and any necessary supplement or amendment
                           to any document incorporated therein by reference and
                           file any other required document with the SEC so that
                           such Notice Holder is named as a selling
                           securityholder in a Shelf Registration Statement and
                           the related Prospectus in such a manner as to permit
                           such Notice Holder to deliver a Prospectus to
                           purchasers of the Registrable Securities in
                           accordance with applicable law; PROVIDED, however,
                           that, (i) the Company will not be required to file
                           more than one (1) prospectus supplement in any thirty
                           (30) day period and (ii) if a post-effective
                           amendment or a Subsequent Shelf Registration
                           Statement is required by the rules and regulations of
                           the SEC in order to permit resales by such Notice


                                       7
<PAGE>

                           Holder, the Company shall not be required to file
                           more than one (1) post-effective amendment or
                           Subsequent Shelf Registration Statement for such
                           purpose in any forty-five (45) day period;

                                    (B) if the Company shall have filed a
                           post-effective amendment to the Shelf Registration
                           Statement or filed a Subsequent Shelf Registration
                           Statement, the Company shall use its reasonable best
                           efforts to cause such post-effective amendment or
                           Subsequent Shelf Registration Statement, as the case
                           may be, to become effective under the Securities Act
                           as promptly as practicable, but in any event by the
                           date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE," in
                           the case of a post-effective amendment, and the
                           "SUBSEQUENT SHELF REGISTRATION STATEMENT
                           EFFECTIVENESS DEADLINE DATE," in the case of a
                           Subsequent Shelf Registration Statement) that is
                           sixty (60) days after the date such post-effective
                           amendment or Subsequent Shelf Registration Statement,
                           as the case may be, is required by this Section 2(d)
                           to be filed with the SEC;

                                    (C) the Company shall provide such Notice
                           Holder a reasonable number of copies of any documents
                           filed pursuant to clause (A) above;

                                    (D) the Company shall notify such Notice
                           Holder as promptly as practicable after the
                           effectiveness under the Securities Act of any
                           post-effective amendment or Subsequent Shelf
                           Registration Statement filed pursuant to clause (A)
                           above;

                                    (E) if a Holder becomes a Notice Holder
                           during a Suspension Period, or a Suspension Period is
                           put into effect within five (5) Business Days after
                           the date such Holder became a Notice Holder, the
                           Company shall so inform such Notice Holder and shall
                           take the actions set forth in clauses (A), (B), (C)
                           and (D) above within five (5) Business Days after
                           expiration of such Suspension Period in accordance
                           with Section 3(i); and

                                    (F) if, under applicable law, the Company
                           has more than one option as to the type or manner of
                           making any such filing, the Company shall make the
                           required filing or filings in the manner or of a type
                           that is reasonably expected to result in the earliest
                           availability of a Prospectus for effecting resales of
                           Registrable Securities.

                           (ii) Notwithstanding anything contained herein to the
                  contrary, the Company shall be under no obligation to name any
                  Holder that is not a Notice Holder as a selling securityholder
                  in any Shelf Registration Statement or related Prospectus;
                  PROVIDED, HOWEVER, that any Holder that becomes a Notice
                  Holder shall be named as a selling securityholder in a Shelf
                  Registration Statement or related Prospectus in accordance
                  with the requirements of this Section 2(d) or Section 2(a), as
                  applicable.


                                       8
<PAGE>

                  (e) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if

                           (i) the Initial Shelf Registration Statement has not
                  been filed with the SEC on or prior to the Filing Deadline
                  Date;

                           (ii) the Initial Shelf Registration Statement has not
                  become effective under the Securities Act on or prior to the
                  Effectiveness Deadline Date;

                           (iii) either a supplement to a Prospectus, a
                  post-effective amendment or a Subsequent Shelf Registration
                  Statement is required to be filed with the SEC and fails to be
                  filed with the SEC within the prescribed period and in the
                  manner set forth in Section 2(d) (the date such filing is
                  required to be made being an "ADDITIONAL FILING DEADLINE
                  DATE") or, in the case of a post-effective amendment or a
                  Subsequent Shelf Registration Statement, such post-effective
                  amendment or Subsequent Registration Statement does not become
                  effective under the Securities Act by the Amendment
                  Effectiveness Deadline Date or the Subsequent Shelf
                  Registration Statement Effectiveness Deadline Date, as the
                  case may be;

                           (iv) the Initial Shelf Registration Statement or any
                  Subsequent Registration Statement is filed with the SEC and
                  becomes effective under the Securities Act but shall
                  thereafter cease to be effective (without being succeeded
                  immediately by a new Registration Statement that is filed and
                  immediately becomes effective under the Securities Act) or
                  usable for the offer and sale of Registrable Securities in the
                  manner contemplated by this Agreement for a period of time
                  (including any Suspension Period) which shall exceed thirty
                  (30) days in the aggregate in any three (3) month period or
                  sixty (60) days in the aggregate in any twelve (12) month
                  period; or

                           (v) any Registration Statement or amendment thereto,
                  at the time it becomes effective under the Securities Act, or
                  any Prospectus relating thereto, at the time it is filed with
                  the SEC or, if later, at the time the Registration Statement
                  to which such Prospectus relates becomes effective under the
                  Securities Act, shall fail to name each Notice Holder as a
                  selling securityholder in such a manner as to permit such
                  Notice Holder to sell its Registrable Securities pursuant to
                  such Registration Statement and Prospectus in accordance with
                  applicable law, which Notice Holder was entitled, pursuant to
                  the terms of this Agreement, to be so named (it being
                  understood that, without limitation, naming such Notice Holder
                  in a manner that permits such Notice Holder to sell only a
                  portion of such Notice Holder's Registrable Securities listed
                  in such Notice Holder's Notice and Questionnaire shall be
                  deemed to be an "Event" (as defined below) for purposes of
                  this clause (v)).

         Each of the events of a type described in any of the foregoing clauses
         (i) through (v) are individually referred to herein as an "EVENT," and

                                       9
<PAGE>

                           (V) the Filing Deadline Date, in the case of clause
                  (i) above,

                           (W) the Effectiveness Deadline Date, in the case of
                  clause (ii) above,

                           (X) the Additional Filing Deadline Date, the
                  Amendment Effectiveness Deadline Date or the Subsequent Shelf
                  Registration Statement Effectiveness Deadline Date, as the
                  case may be, in the case of clause (iii) above,

                           (Y) the date on which the duration of the
                  ineffectiveness or unusability of the Shelf Registration
                  Statement exceeds the number of days permitted by clause (iv)
                  above, in the case of clause (iv) above, and

                           (Z) the date the applicable Registration Statement or
                  amendment thereto shall become effective under the Securities
                  Act, or the date the applicable Prospectus is filed with the
                  SEC or, if later, the time the Registration Statement to which
                  such Prospectus relates becomes effective under the Securities
                  Act, as the case may be, in the case of clause (v) above,

         are each herein referred to as an "EVENT DATE." Events shall be deemed
         to continue until the following dates with respect to the respective
         types of Events:

                           (A) the date the Initial Shelf Registration Statement
                  is filed with the SEC, in the case of an Event of the type
                  described in clause (i) above;

                           (B) the date the Initial Shelf Registration Statement
                  becomes effective under the Securities Act, in the case of an
                  Event of the type described in clause (ii) above;

                           (C) the date a supplement to a Prospectus, a
                  post-effective amendment or a Subsequent Shelf Registration
                  Statement, whichever is required, is filed with the SEC (in
                  the case of a supplement) or becomes effective under the
                  Securities Act (in the case of a post-effective amendment or a
                  Subsequent Shelf Registration Statement), in the case of an
                  Event of the type described in clause (iii) above;

                           (D) the date the Initial Shelf Registration Statement
                  or the Subsequent Shelf Registration Statement, as the case
                  may be, becomes effective and usable again, or the date
                  another Subsequent Shelf Registration Statement is filed with
                  the SEC pursuant to Section 2(b) and becomes effective, in the
                  case of an Event of the type described in clause (iv) above;
                  or

                           (E) the date a supplement to the Prospectus is filed
                  with the SEC, or the date a post-effective amendment to the
                  Registration Statement becomes effective under the Securities
                  Act, or the date a Subsequent Shelf Registration Statement
                  becomes effective under the Securities Act, which supplement,
                  post-effective amendment or Subsequent Shelf Registration
                  Statement, as the case may be, names as selling
                  securityholders, in such a manner as to permit them to sell
                  their Registrable Securities pursuant to the Registration


                                       10
<PAGE>

                  Statement and Prospectus supplement in accordance with
                  applicable law, all Holders entitled as herein provided to be
                  so named, in the case of an Event of the type described in
                  clause (v) above.

         Accordingly, commencing on (and including) any Event Date and ending on
         (but excluding) the next date on which there are no Events that have
         occurred and are continuing (an "ADDITIONAL INTEREST ACCRUAL PERIOD"),
         the Company agrees to pay, as additional interest ("ADDITIONAL
         INTEREST") and not as a penalty, an amount (the "ADDITIONAL INTEREST
         AMOUNT") at the rate described below, payable periodically on each
         Additional Interest Payment Date to Record Holders, to the extent of,
         for each such Additional Interest Payment Date, the unpaid Additional
         Interest Amount that has accrued to (but excluding) such Additional
         Interest Payment Date (or, if the Additional Interest Accrual Period
         shall have ended prior to such Additional Interest Payment Date, the
         day immediately after the last day of such Additional Interest Accrual
         Period); PROVIDED, HOWEVER, that any unpaid Additional Interest Amount
         that has accrued with respect to any Note, or portion thereof, called
         for Redemption on a Redemption Date, or purchased by the Company
         pursuant to a Repurchase at Holder's Option or Repurchase Upon
         Fundamental Change on an Option Purchase Date, Repurchase Date or
         Fundamental Change Repurchase Date, as the case may be, that is after
         the close of business on the Record Date relating to such Additional
         Interest Payment Date and before such Additional Interest Payment Date,
         shall, in each case, be instead paid, on such Redemption Date, Option
         Purchase Date, Repurchase Date or Fundamental Change Repurchase Date,
         as the case may be, to the Holder who submitted such Note or portion
         thereof for Redemption, Repurchase at Holder's Option or Repurchase
         Upon Fundamental Change, as the case may be.

         The Additional Interest Amount shall accrue at a rate per annum equal
         to one quarter of one percent (0.25%) for the first ninety (90) day
         period from the Event Date, and thereafter at a rate per annum of
         one-half of one percent (0.50%), of the aggregate principal amount of
         the Notes of which such Record Holders were holders of record at the
         close of business on the applicable Record Date; PROVIDED, HOWEVER,
         that:

                           (I) unless there shall be a default in the payment of
                  any Additional Interest Amount, no Additional Interest Amounts
                  shall accrue as to any Covered Security from and after the
                  earlier of (x) the date such Covered Security is no longer a
                  Registrable Security and (y) expiration of the Effectiveness
                  Period;

                           (II) only those Notice Holders (or their subsequent
                  transferees) failing to be named as selling securityholders in
                  the manner prescribed in Section 2(e)(v) above shall be
                  entitled to receive any Additional Interest Amounts that have
                  accrued solely with respect to an Event of the type described
                  in Section 2(e)(v) above (it being understood that this clause
                  (II) shall not impair any right of any Notice Holder to
                  receive Additional Interest Amounts that have accrued with


                                       11
<PAGE>

                  respect to an Event other than an Event of the type described
                  in Section 2(e)(v) above); and

                           (III) only those Notice Holders (or their subsequent
                  transferees) whose delivery of a Notice and Questionnaire gave
                  rise to the obligation of the Company, pursuant to Section
                  2(d)(i), to file and, if applicable, make effective under the
                  Securities Act the supplement, post-effective amendment or
                  Subsequent Shelf Registration Statement referred to in Section
                  2(e)(iii) above shall be entitled to receive any Additional
                  Interest Amounts that have accrued solely with respect to an
                  Event of the type described in Section 2(e)(iii) above (it
                  being understood that this clause (III) shall not impair any
                  right of any Notice Holder to receive Additional Interest
                  Amounts that have accrued with respect to an Event other than
                  an Event of the type described in Section 2(e)(iii) above).

         The rate of accrual of the Additional Interest Amount with respect to
         any period shall not exceed the rate provided for in this Section 2(e)
         notwithstanding the occurrence of multiple concurrent Events. Following
         the cure of all Events requiring the payment by the Company of
         Additional Interest Amounts to the Notice Holders pursuant to this
         Section, the accrual of Additional Interest Amounts shall cease
         (without in any way limiting the effect of any subsequent Event
         requiring the payment of Additional Interest Amounts by the Company).
         All installments of Additional Interest shall be paid by wire transfer
         of immediately available funds to the account specified by the Notice
         Holder or, if no such account is specified, by mailing a check to such
         Notice Holder's address shown in the register of the registrar for the
         Notes or for the Underlying Common Stock, as the case may be.

         All of the Company's obligations set forth in this Section 2(e) that
         are outstanding with respect to any Registrable Security at the time
         such Registrable Security ceases to be a Registrable Security shall
         survive until such time as all such obligations with respect to such
         security have been satisfied in full (notwithstanding termination of
         this Agreement pursuant to Section 9(n)).

         The parties hereto agree that the Additional Interest provided for in
         this Section 2(e) constitutes a reasonable estimate of the damages that
         may be incurred by Holders of Registrable Securities by reason of an
         Event, including, without limitation, the failure of a Shelf
         Registration Statement to be filed, become effective under the
         Securities Act, amended or replaced to include the names of all Notice
         Holders or available for effecting resales of Registrable Securities in
         accordance with the provisions hereof.

         If any Additional Interest Amounts are not paid when due, then, to the
         extent permitted by law, such overdue Additional Interest Amounts, if
         any, shall bear interest, compounded semi-annually, until paid at the
         rate of interest payable with respect to overdue amounts on the Notes
         pursuant to Section 2.12 of the Indenture.

                  (f) The Trustee shall be entitled, on behalf of Holders of
         Registrable Securities, to seek any available remedy for the
         enforcement of this Agreement, including for the payment of any


                                       12
<PAGE>

         Additional Interest Amount. Notwithstanding anything to the contrary
         contained herein, the sole and exclusive damages payable for a
         violation under Section 2 hereof with respect to which Additional
         Interest is payable shall be such Additional Interest.

         3. REGISTRATION PROCEDURES. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

                  (a) Prepare and file with the SEC a Shelf Registration
         Statement or Shelf Registration Statements on Form S-1 or Form S-3 or
         any other appropriate form under the Securities Act available for the
         sale of the Registrable Securities by the Holders thereof in accordance
         with the intended method or methods of distribution thereof, and use
         its reasonable best efforts to cause each such Shelf Registration
         Statement to become effective under the Securities Act and remain
         effective under the Securities Act as provided herein; PROVIDED, that,
         before filing any Shelf Registration Statement or Prospectus or any
         amendments or supplements thereto with the SEC, the Company shall
         furnish to the Initial Purchaser and counsel for the Initial Purchaser
         (or, if applicable, one separate counsel for the Holders) copies of all
         such documents proposed to be filed and reflect in each such document
         when so filed with the SEC such comments as the Initial Purchaser or
         such counsel reasonably shall propose within three (3) Business Days of
         the delivery of such copies to the Initial Purchaser and such counsel.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration Statement as may
         be necessary to keep such Shelf Registration Statement or Subsequent
         Shelf Registration Statement continuously effective until the
         expiration of the Effectiveness Period (except as permitted by Section
         3(i)); cause the related Prospectus to be supplemented by any required
         Prospectus supplement and, as so supplemented, to be filed with the SEC
         pursuant to Rule 424 (or any similar provisions then in force) under
         the Securities Act; and use its reasonable best efforts to comply with
         the provisions of the Securities Act applicable to it with respect to
         the disposition of all securities covered by each Shelf Registration
         Statement during the Effectiveness Period in accordance with the
         intended methods of disposition by the sellers thereof set forth in
         such Shelf Registration Statement as so amended or such Prospectus as
         so supplemented.

                  (c) As promptly as practicable, give notice to the Notice
         Holders, the Initial Purchaser and counsel for the Initial Purchaser
         (or, if applicable, one separate counsel for the Holders):

                           (i) when any Prospectus, Prospectus supplement, Shelf
                  Registration Statement or post-effective amendment to a Shelf
                  Registration Statement has been filed with the SEC and, with
                  respect to a Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective
                  under the Securities Act,

                                       13
<PAGE>

                           (ii) of any request, following the effectiveness of a
                  Shelf Registration Statement under the Securities Act, by the
                  SEC or any other governmental authority for amendments or
                  supplements to such Shelf Registration Statement or the
                  related Prospectus or for additional information,

                           (iii) of the issuance by the SEC or any other
                  governmental authority of any stop order suspending the
                  effectiveness of any Shelf Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification or exemption from qualification of any of
                  the Registrable Securities for sale in any jurisdiction or the
                  initiation or threatening of any proceeding for such purpose,

                           (v) after the effective date of any Shelf
                  Registration Statement filed with the SEC pursuant to this
                  Agreement, of the occurrence of (but not the nature of or
                  details concerning) a Material Event, and

                           (vi) of the determination by the Company that a
                  post-effective amendment to a Shelf Registration Statement or
                  a Subsequent Shelf Registration Statement will be filed with
                  the SEC, which notice may, at the discretion of the Company
                  (or as required pursuant to Section 3(i)), state that it
                  constitutes a Suspension Notice, in which event the provisions
                  of Section 3(i) shall apply.

                  (d) Use its reasonable best efforts to (i) prevent the
         issuance of, and, if issued, to obtain the withdrawal of, any order
         suspending the effectiveness of a Shelf Registration Statement and (ii)
         obtain the lifting of any suspension of the qualification (or exemption
         from qualification) of any of the Registrable Securities for sale in
         any jurisdiction in which they have been qualified for sale, in either
         case at the earliest possible moment, and provide prompt notice to each
         Notice Holder and the Initial Purchaser, and counsel for the Initial
         Purchaser (or, if applicable, one separate counsel for the Holders), of
         the withdrawal or lifting of any such order or suspension.

                  (e) If requested by the Initial Purchaser or any Notice
         Holder, as promptly as practicable incorporate in a Prospectus
         supplement or a post-effective amendment to a Shelf Registration
         Statement such information as the Initial Purchaser, such Notice Holder
         or counsel for the Initial Purchaser (or, if applicable, one separate
         counsel for the Holders) shall determine to be required to be included
         therein by applicable law and make any required filings of such
         Prospectus supplement or such post-effective amendment; PROVIDED,
         HOWEVER, that the Company shall not be required to take any actions
         under this Section 3(e) that, in the written opinion of counsel for the
         Company, are not in compliance with applicable law.

                  (f) As promptly as practicable, furnish to each Notice Holder,
         counsel for the Initial Purchaser, if requested, (or, if applicable,
         one separate counsel for the Holders) and the Initial Purchaser,
         without charge, at least one (1) conformed copy of each Shelf


                                       14
<PAGE>

         Registration Statement and each amendment thereto, including financial
         statements but excluding schedules, all documents incorporated or
         deemed to be incorporated therein by reference and all exhibits (unless
         requested in writing to the Company by such Notice Holder, such counsel
         or the Initial Purchaser).

                  (g) During the Effectiveness Period, deliver to each Notice
         Holder, counsel for the Initial Purchaser (or, if applicable, one
         separate counsel for the Holders) and the Initial Purchaser, in
         connection with any sale of Registrable Securities pursuant to a Shelf
         Registration Statement, without charge, as many copies of the
         Prospectus or Prospectuses relating to such Registrable Securities
         (including each preliminary prospectus) and any amendment or supplement
         thereto as such Notice Holder or the Initial Purchaser may reasonably
         request; and the Company hereby consents (except during such periods
         that a Suspension Notice is outstanding and has not been revoked) to
         the use of such Prospectus and each amendment or supplement thereto by
         each Notice Holder, in connection with any offering and sale of the
         Registrable Securities covered by such Prospectus or any amendment or
         supplement thereto in the manner set forth therein.

                  (h) Prior to any public offering of the Registrable Securities
         pursuant to a Shelf Registration Statement, use its reasonable best
         efforts to: register or qualify or cooperate with the Notice Holders in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of such Registrable Securities for
         offer and sale under the securities or Blue Sky laws of such
         jurisdictions within the United States as any Notice Holder reasonably
         requests in writing (which request may be included in the Notice and
         Questionnaire); use its reasonable best efforts to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period in connection with such Notice Holder's offer
         and sale of Registrable Securities pursuant to such registration or
         qualification (or exemption therefrom); and do any and all other acts
         or things reasonably necessary or advisable to enable the disposition
         in such jurisdictions of such Registrable Securities in the manner set
         forth in the relevant Shelf Registration Statement and the related
         Prospectus; PROVIDED, HOWEVER, that the Company will not be required to
         qualify as a foreign corporation, to file a general consent to service
         of process (other than in connection with the offering of the
         Registrable Securities) or to subject itself to any tax (in excess of
         de minimus amount) in any such jurisdiction where it is not now so
         qualified or to which it is not now subject;

                  (i) Upon: (A) the issuance by the SEC of a stop order
         suspending the effectiveness of any Shelf Registration Statement or the
         initiation of proceedings with respect to any Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act; (B) the
         occurrence of any event or the existence of any fact as a result of
         which any Shelf Registration Statement shall contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any Prospectus shall contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; or (C) the
         occurrence or existence of any pending corporate development (a
         "MATERIAL EVENT") that, in the reasonable discretion of the Company,


                                       15
<PAGE>

         makes it appropriate to suspend the availability of any Shelf
         Registration Statement and the related Prospectus,

                           (i) in the case of clause (B) or (C) above, subject
                  to the next sentence, as promptly as practicable, prepare and
                  file, if necessary pursuant to applicable law, a
                  post-effective amendment to such Shelf Registration Statement
                  or a supplement to such Prospectus or any document
                  incorporated therein by reference or file any other required
                  document that would be incorporated by reference into such
                  Shelf Registration Statement and Prospectus so that such Shelf
                  Registration Statement does not contain any untrue statement
                  of a material fact or omit to state any material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading (it being understood that the Company
                  may rely on information provided by each Notice Holder with
                  respect to such Notice Holder), and so that such Prospectus
                  does not contain any untrue statement of a material fact or
                  omit to state any material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading, as thereafter delivered
                  to the purchasers of the Registrable Securities being sold
                  thereunder, and, in the case of a post-effective amendment to
                  a Shelf Registration Statement, subject to the next sentence,
                  use its reasonable best efforts to cause it to become
                  effective under the Securities Act as promptly as practicable,
                  and

                           (ii) give notice to the Notice Holders and counsel
                  for the Initial Purchaser (or, if applicable, one separate
                  counsel for the Holders) and to the Initial Purchaser that the
                  availability of the Shelf Registration Statement is suspended
                  (a "SUSPENSION NOTICE") (and, upon receipt of any Suspension
                  Notice, each Notice Holder agrees not to sell any Registrable
                  Securities pursuant to such Shelf Registration Statement until
                  such Notice Holder's receipt of copies of the supplemented or
                  amended Prospectus provided for in clause (i) above or until
                  such Notice Holder is advised in writing by the Company that
                  the Prospectus may be used).

         The Company will use its reasonable best efforts to ensure that the use
         of the Prospectus may be resumed (x) in the case of clause (A) above,
         as promptly as is practicable, (y) in the case of clause (B) above, as
         soon as, in the reasonable judgment of the Company, the Shelf
         Registration Statement does not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading and
         the Prospectus does not contain any untrue statement of a material fact
         or omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, and (z) in the case of clause (C) above, as
         soon as, in the reasonable discretion of the Company, such suspension
         is no longer appropriate. The period during which the availability of
         the Shelf Registration Statement and any Prospectus may be suspended
         (the "SUSPENSION PERIOD") without the Company incurring any obligation
         to pay Additional Interest pursuant to Section 2(e) shall not exceed
         thirty (30) days in the aggregate in any three (3) month period or
         sixty (60) days in the aggregate in any twelve (12) month period. The
         Effectiveness Period shall be extended by the number of days from and


                                       16
<PAGE>

         including the date of the giving of the Suspension Notice to and
         including the date on which the Notice Holder received copies of the
         supplemented or amended Prospectus provided in clause (i) above, or the
         date on which it is advised in writing by the Company that the
         Prospectus may be used and has received copies of any additional or
         supplemental filings that are incorporated or deemed incorporated by
         reference in such Prospectus.

                  (j) Make available for inspection during normal business hours
         by representatives for the Notice Holders and any underwriters
         participating in any disposition pursuant to any Shelf Registration
         Statement and any broker-dealers, attorneys and accountants retained by
         such Notice Holders or any such underwriters, all relevant financial
         and other records and pertinent corporate documents and properties of
         the Company and its subsidiaries, and cause the appropriate officers,
         directors and employees of the Company and its subsidiaries to make
         available for inspection during normal business hours all relevant
         information reasonably requested by such representatives for the Notice
         Holders, or any such underwriters, broker-dealers, attorneys or
         accountants in connection with such disposition, in each case as is
         customary for similar "due diligence" examinations; PROVIDED, HOWEVER,
         that such persons shall first agree in writing with the Company that
         any information that is reasonably and in good faith designated by the
         Company in writing as confidential at the time of delivery of such
         information shall be kept confidential by such persons and shall be
         used solely for the purposes of exercising rights under this Agreement,
         unless (i) disclosure of such information is required by court or
         administrative order or is necessary to respond to inquiries of
         governmental or regulatory authorities, (ii) disclosure of such
         information is required by law (including any disclosure requirements
         pursuant to federal securities laws in connection with the filing of
         any Shelf Registration Statement or the use of any Prospectus referred
         to in this Agreement) or necessary to defend or prosecute a claim
         brought against or by any such persons (E.G., to establish a "due
         diligence" defense), (iii) such information becomes generally available
         to the public other than as a result of a disclosure or failure to
         safeguard by any such person or (iv) such information becomes available
         to any such person from a source other than the Company and such source
         is not bound by a confidentiality agreement or is not otherwise under a
         duty of trust to the Company; PROVIDED FURTHER, that the foregoing
         inspection and information gathering shall, to the greatest extent
         possible, be coordinated on behalf of all the Notice Holders and the
         other parties entitled thereto by the one counsel, referred to in
         Section 5, for the Holders in connection with Shelf Registration
         Statements.

                  (k) Comply with all applicable rules and regulations of the
         SEC; and make generally available to its securityholders earnings
         statements (which need not be audited) satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act), which statements
         shall cover a period of twelve (12) months commencing on the first day
         of the first fiscal quarter of the Company commencing after the
         effective date of each Shelf Registration Statement (within the meaning
         of Rule 158(c) under the Securities Act), and which statements shall be
         so made generally available to the Company's securityholders no later
         than forty (40) days after the end of the applicable twelve (12) month


                                       17
<PAGE>

         period if such period ends on or after December 15, 2004 and before
         December 15, 2005 (or thirty five (35) days after the end of the
         applicable twelve (12) month period if such period ends on or after
         December 15, 2005, or, if such earnings statement is filed with the SEC
         on Form 10-K under the Exchange Act, sixty (60) days after the end of
         the applicable twelve (12) month period).

                  (l) If the Notes are certificated cooperate with each Notice
         Holder to the extent reasonably necessary to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities sold pursuant to a Shelf Registration Statement, which
         certificates shall not bear any restrictive legends, and cause such
         Registrable Securities to be in such denominations as are permitted by
         the Indenture and registered in such names as such Notice Holder may
         request in writing at least two (2) Business Days prior to any sale of
         such Registrable Securities.

                  (m) Provide a CUSIP number for all Registrable Securities
         covered by a Shelf Registration Statement not later than the effective
         date of the Initial Shelf Registration Statement and provide the
         Trustee and the transfer agent for the Common Stock with certificates
         for the Registrable Securities that are in a form eligible for deposit
         with The Depository Trust Company.

                  (n) Cooperate and assist in any filings required to be made
         with the National Association of Securities Dealers, Inc. by the
         Initial Purchaser or Notice Holders.

                  (o) Upon the filing of the Initial Registration Statement, and
         upon the effectiveness under the Securities Act of the Initial
         Registration Statement, announce the same, in each case by release to
         Reuters Economic Services and Bloomberg Business News.

                  (p) Take all actions and enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         as are necessary, or reasonably requested by the Holders of a majority
         of the Registrable Securities being sold, in order to expedite or
         facilitate disposition of such Registrable Securities; and in such
         connection, whether or not an underwriting agreement is entered into
         and whether or not the registration is an underwritten registration:

                           (i) the Company shall make such representations and
                  warranties to the Holders of such Registrable Securities and
                  the underwriters, if any, in form, substance and scope as
                  would be customarily made by the Company to underwriters in
                  similar offerings of securities;

                           (ii) the Company shall obtain opinions of counsel of
                  the Company and updates thereof (which counsel and opinions
                  (in form, scope and substance) shall be reasonably
                  satisfactory to the Managing Underwriters, if any) addressed
                  to the underwriters, if any, covering the matters that would
                  be customarily covered in opinions requested in sales of
                  securities or underwritten offerings;



                                       18
<PAGE>

                           (iii) the Company shall obtain "comfort letters" and
                  updates thereof from the Company's independent certified
                  public accountants (and, if necessary, any other independent
                  certified public accountants of any subsidiary of the Company
                  or of any business acquired by the Company for which financial
                  statements are, or are required to be, included in any Shelf
                  Registration Statement) addressed to the underwriters, if any,
                  and the selling Holders of Registrable Securities (to the
                  extent consistent with Statement on Auditing Standards No. 72
                  of the American Institute of Certified Public Accounts), such
                  letters to be in customary form and covering matters of the
                  type that would customarily be covered in "comfort letters" to
                  underwriters in connection with similar underwritten
                  offerings;

                           (iv) the Company shall, if an underwriting agreement
                  is entered into, cause any such underwriting agreement to
                  contain indemnification provisions and procedures
                  substantially equivalent to the indemnification provisions and
                  procedures set forth in Section 6 hereof with respect to the
                  underwriters and all other parties to be indemnified pursuant
                  to said Section; and

                           (v) the Company shall deliver such documents and
                  certificates as may be reasonably requested and as are
                  customarily delivered in similar offerings to the holders of a
                  majority of the Registrable Securities being sold and to the
                  Managing Underwriters, if any;

         the above to be done at (x) the effectiveness of any Shelf Registration
         Statement (and each post-effective amendment thereto) and (y) each
         closing under any underwriting or similar agreement as and to the
         extent required thereunder.

                  (q) Cause the Indenture to be qualified under the TIA not
         later than the effective date of the Initial Shelf Registration
         Statement; and, in connection therewith, cooperate with the Trustee to
         effect such changes to the Indenture as may be required for the
         Indenture to be so qualified in accordance with the terms of the TIA
         and execute, and use its reasonable best efforts to cause the Trustee
         to execute, all documents as may be required to effect such changes,
         and all other forms and documents required to be filed with the SEC to
         enable the Indenture to be so qualified in a timely manner.

                  (r) Cause the Underlying Common Stock to be approved for
         listing on The Nasdaq National Market.

                  (s) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or
         "participate in a public offering" (within the meaning of the Conduct
         Rules (the "NASD RULES") of the National Association of Securities
         Dealers, Inc.) thereof, whether as a Holder of such Registrable
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise, the Company will assist


                                       19
<PAGE>

         such broker-dealer in complying with the requirements of such NASD
         Rules, including, without limitation, by: (i) if such NASD Rules,
         including NASD Rule 2720, shall so require, engaging a "qualified
         independent underwriter" (as defined in NASD Rule 2720) to participate
         in the preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereof 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 or
         price, as the case may be, of such Registrable Securities; (ii)
         indemnifying any such qualified independent underwriter to the extent
         of the indemnification of underwriters provided in Section 6 hereof;
         and (iii) providing such information to such broker-dealer as may be
         required in order for such broker-dealer to comply with the
         requirements of the NASD Rules.

         4. HOLDER'S OBLIGATIONS. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus delivered
by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that such
Prospectus does not as of the time of such sale omit to state any material fact
relating to or provided by such Holder or its plan of distribution necessary in
order to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. Each Holder and the
Initial Purchaser agree to keep confidential and not disclose the receipt of any
Suspension Notice and the contents thereof, except as required by law.

         5. REGISTRATION EXPENSES. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Section 2 and Section 3 of this Agreement whether or not any of the Shelf
Registration Statements are filed or declared effective under the Securities
Act. Such fees and expenses ("REGISTRATION EXPENSES") shall include, without
limitation, (i) all registration and filing fees and expenses (including,
without limitation, fees and expenses (x) with respect to filings required to be
made by the Company with the National Association of Securities Dealers, Inc.
and (y) of compliance by the Company with federal securities laws and state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of one counsel for the Holders in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Shelf Registration Statement may reasonably designate),
(ii) all printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company), (iii) all duplication and mailing expenses relating
to copies of any Shelf Registration Statement or Prospectus delivered to any
Notice Holders hereunder, (iv) all fees and disbursements of counsel for the


                                       20
<PAGE>

Company and the fees and disbursements of one counsel for the Holders in
connection with the Shelf Registration Statement, (v) all fees and disbursements
of the Trustee and its counsel and of the registrar and transfer agent for the
Common Stock and (vi) Securities Act liability insurance obtained by the Company
in its sole discretion. In addition, the Company shall pay the internal expenses
of the Company (including, without limitation, all salaries and expenses of
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the fees and expenses incurred in
connection with the listing by the Company of the Registrable Securities on any
securities exchange or quotation system on which similar securities of the
Company are then listed and the fees and expenses of any person, including,
without limitation, special experts, retained by the Company. Except as
expressly set forth in this Section 5, each Holder shall pay all expenses and
fees relating to such Holder's disposition of Registrable Securities, including
without limitation, all brokerage fees and commissions, all transfer taxes and
fees, and all fees and expenses of any advisors or counsel engaged by the
Holder.

         6. INDEMNIFICATION, CONTRIBUTION.

                  (a) The Company agrees to indemnify, defend and hold harmless
         each Initial Purchaser, each Holder, each person (a "CONTROLLING
         PERSON"), if any, who controls any Initial Purchaser or Holder within
         the meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act and the respective officers, directors, partners,
         employees, representatives and agents of any Initial Purchaser, the
         Holders or any Controlling Person (each, an "INDEMNIFIED PARTY"), from
         and against any loss, damage, expense, liability, claim or any actions
         in respect thereof (including the reasonable cost of investigation)
         which such Indemnified Party may incur under the Securities Act, the
         Exchange Act or otherwise, insofar as such loss, damage, expense,
         liability, claim or action arises out of or is based upon any untrue
         statement or alleged untrue statement of a material fact contained in
         any Shelf Registration Statement or Prospectus, including any document
         incorporated by reference therein, or in any amendment or supplement
         thereto or in any preliminary prospectus, or arises out of or is based
         upon any omission or alleged omission to state a material fact required
         to be stated in any Shelf Registration Statement or in any amendment or
         supplement thereto or necessary to make the statements therein not
         misleading, or arises out of or is based upon any omission or alleged
         omission to state a material fact necessary in order to make the
         statements made in any Prospectus or in any amendment or supplement
         thereto or in any preliminary prospectus, in the light of the
         circumstances under which such statements were made, not misleading,
         and the Company shall reimburse, as incurred, the Indemnified Parties
         for any legal or other expenses reasonably incurred by them in
         connection with investigating or defending any such loss, damage,
         expense, liability, claim or action in respect thereof; PROVIDED,
         HOWEVER, that the Company shall not be required to provide any
         indemnity pursuant to this Section 6(a) in any such case insofar as any
         such loss, damage, expense, liability, claim or action arises out of or
         is based upon any untrue statement or omission or alleged untrue
         statement or omission of a material fact contained in, or omitted from,
         and in conformity with information furnished in writing by or on behalf
         of an Initial Purchaser or a Holder to the Company expressly for use


                                       21
<PAGE>

         in, any Shelf Registration Statement or any Prospectus; PROVIDED
         FURTHER that, with respect to any untrue statement or omission or
         alleged untrue statement or omission made in any preliminary or final
         prospectus relating to a Shelf Registration Statement, the indemnity
         agreement contained in this subsection (a) shall not inure to the
         benefit of any Holder from whom the person asserting any such losses,
         damages, expenses, liabilities, claims or actions purchased such
         Registrable Securities, to the extent that a prospectus relating to
         such Registrable Securities was required to be delivered by such Holder
         under the Securities Act in connection with such purchase and any such
         loss, damage, expense, liability, claim or action of such Holder
         results from the fact that there was not sent or given to such person,
         at or prior to the written confirmation of the sale of such Registrable
         Securities to such person, a copy of the final correct prospectus, if
         the Company had previously notified the Holder that such preliminary or
         final prospectus should not be used and furnished corrected copies
         thereof to such Holder in a timely manner so as to permit timely
         delivery by such Holder of a copy of the corrected prospectus at or
         prior to written confirmation of sale; PROVIDED FURTHER, that this
         indemnity agreement will not apply to any loss, damage, expense,
         liability, claim or action arising from an offer or sale, occurring
         during a Suspension Period, of Registrable Securities by a Notice
         Holder to whom the Company theretofore provided a Suspension Notice in
         accordance with Section 3(i); PROVIDED FURTHER, HOWEVER, that this
         indemnity agreement will be in addition to any liability which the
         Company may otherwise have to such Indemnified Party.

                  (b) Each Holder, severally and not jointly, agrees to
         indemnify, defend and hold harmless the Company, its directors,
         officers, employees, representatives and agents and any person who
         controls the Company within the meaning of Section 15 of the Securities
         Act or Section 20 of the Exchange Act (each, a "COMPANY INDEMNIFIED
         PARTY") from and against any loss, damage, expense, liability, claim or
         any actions in respect thereof (including the reasonable cost of
         investigation) which such Company Indemnified Party may incur under the
         Securities Act, the Exchange Act or otherwise, insofar as such loss,
         damage, expense, liability, claim or action (i) arises out of or is
         based upon any untrue statement or alleged untrue statement of a
         material fact contained in, and in conformity with information (the
         "HOLDER INFORMATION") furnished in writing by or on behalf of such
         Holder to the Company expressly for use in, any Shelf Registration
         Statement or Prospectus, or in any amendment or supplement thereto or
         in any preliminary prospectus, (ii) arises out of or is based upon any
         omission or alleged omission to state a material fact in connection
         with such Holder Information required to be stated in any Shelf
         Registration Statement or Prospectus, or in any amendment or supplement
         thereto or in any preliminary prospectus, or necessary to make such
         Holder Information not misleading, (iii) arises out of or is based upon
         a sale of Registrable Securities during a Suspension Period by a Notice
         Holder to whom the Company theretofore provided a Suspension Notice in
         accordance with Section 3(i), or (iv) arises out of or is based upon a
         sale of Registrable Securities by a Notice Holder without delivery of
         the most recent applicable Prospectus provided to such Holder by the
         Company pursuant to Section 3(g) or Section 2(d), if a prospectus was
         required to be delivered by such Holder under the Securities Act in
         connection with such sale and the Holder had received copies of the


                                       22
<PAGE>

         most recent applicable prospectus in a timely manner so as to permit
         such delivery; and, subject to the limitation set forth in the
         immediately preceding clause, each Holder shall reimburse, as incurred,
         the Company for any legal or other expenses reasonably incurred by the
         Company or any Company Indemnified Party in connection with
         investigating or defending any loss, damage, expense, liability, claim
         or action in respect thereof. This indemnity agreement will be in
         addition to any liability which such Holder may otherwise have to the
         Company or any Company Indemnified Party. In no event shall the
         liability of any selling Holder of Registrable Securities hereunder be
         greater in amount than the dollar amount of the proceeds received by
         such Holder upon the sale, pursuant to the Shelf Registration
         Statement, of the Registrable Securities giving rise to such
         indemnification obligation.

                  (c) If any action, suit or proceeding (each, a "PROCEEDING")
         is brought against any person in respect of which indemnity may be
         sought pursuant to either Section 6(a) or Section 6(b), such person
         (the "INDEMNIFIED Party") shall promptly notify the person against whom
         such indemnity may be sought (the "INDEMNIFYING PARTY") in writing of
         the institution of such Proceeding and the Indemnifying Party shall
         assume the defense of such Proceeding; PROVIDED, HOWEVER, that the
         omission to so notify such Indemnifying Party shall not relieve such
         Indemnifying Party from any liability which it may have to such
         Indemnified Party or otherwise, except to the extent the Indemnifying
         Party is materially prejudiced thereby. Such Indemnified Party shall
         have the right to employ its own counsel in any such case, but the fees
         and expenses of such counsel shall be at the expense of such
         Indemnified Party unless the employment of such counsel shall have been
         authorized in writing by such Indemnifying Party in connection with the
         defense of such Proceeding or such Indemnifying Party shall not have
         employed counsel to have charge of the defense of such Proceeding
         within thirty (30) days of the receipt of notice thereof or such
         Indemnified Party shall have reasonably concluded upon the written
         advice of counsel that there may be one or more defenses available to
         it that are different from, additional to or in conflict with those
         available to such Indemnifying Party (in which case such Indemnifying
         Party shall not have the right to direct that portion of the defense of
         such Proceeding on behalf of the Indemnified Party, but such
         Indemnifying Party may employ counsel and participate in the defense
         thereof but the fees and expenses of such counsel shall be at the
         expense of such Indemnifying Party), in any of which events such
         reasonable fees and expenses shall be borne by such Indemnifying Party
         and paid as incurred (it being understood, however, that such
         Indemnifying Party shall not be liable for the expenses of more than
         one separate counsel in any one Proceeding or series of related
         Proceedings together with reasonably necessary local counsel
         representing the Indemnified Parties who are parties to such action).
         An Indemnifying Party shall not be liable for any settlement of such
         Proceeding effected without the written consent of such Indemnifying
         Party, but if settled with the written consent of such Indemnifying
         Party, such Indemnifying Party agrees to indemnify and hold harmless an
         Indemnified Party from and against any loss or liability by reason of
         such settlement. Notwithstanding the foregoing sentence, if at any time
         an Indemnified Party shall have requested an Indemnifying Party to
         reimburse such Indemnified Party for fees and expenses of counsel as
         contemplated by the second sentence of this paragraph, then such
         Indemnifying Party agrees that it shall be liable for any settlement of
         any Proceeding effected without its written consent if (i) such
         settlement is entered into more than sixty (60) Business Days after


                                       23
<PAGE>

         receipt by such Indemnifying Party of the aforesaid request, (ii) such
         Indemnifying Party shall not have fully reimbursed such Indemnified
         Party in accordance with such request prior to the date of such
         settlement and (iii) such Indemnified Party shall have given such
         Indemnifying Party at least thirty (30) days' prior notice of its
         intention to settle. No Indemnifying Party shall, without the prior
         written consent of any Indemnified Party, effect any settlement of any
         pending or threatened Proceeding in respect of which such Indemnified
         Party is or could have been a party and indemnity could have been
         sought hereunder by such Indemnified Party, unless such settlement
         includes an unconditional release of such Indemnified Party from all
         liability on claims that are the subject matter of such Proceeding and
         does not include an admission of fault or culpability or a failure to
         act by or on behalf of such Indemnified Party.

                  (d) If the indemnification provided for in this Section 6 is
         unavailable to an Indemnified Party under Section 6(a) or Section 6(b),
         or insufficient to hold such Indemnified Party harmless, in respect of
         any losses, damages, expenses, liabilities, claims or actions referred
         to therein, then each applicable 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,
         damages, expenses, liabilities, claims or actions (i) in such
         proportion as is appropriate to reflect the relative benefits received
         by the Company, on the one hand, and by the Holders or the Initial
         Purchaser, on the other hand, from the offering of the Registrable
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, in such proportion as is appropriate
         to reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company, on the one hand, and
         of the Holders or the Initial Purchaser, on the other hand, in
         connection with the statements or omissions which resulted in such
         losses, damages, expenses, liabilities, claims or actions, as well as
         any other relevant equitable considerations. The relative fault of the
         Company, on the one hand, and of the Holders or the Initial Purchaser,
         on the other hand, shall be determined by reference to, among other
         things, whether the untrue statement or alleged untrue statement of a
         material fact or omission or alleged omission relates to information
         supplied by the Company or by the Holders or the Initial Purchaser 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, damages,
         expenses, liabilities, claims and actions referred to above shall be
         deemed to include any reasonable legal or other fees or expenses
         reasonably incurred by such party in connection with investigating or
         defending any Proceeding.

                  (e) The Company, the Holders and the Initial Purchaser agree
         that it would not be just and equitable if contribution pursuant to
         this Section 6 were determined by pro rata allocation or by any other
         method of allocation which does not take account of the equitable
         considerations referred to in Section 6(d) above. Notwithstanding the
         provisions of this Section 6, no Holder shall be required to contribute
         any amount in excess of the amount by which the total price at which
         the Registrable Securities giving rise to such contribution obligation
         and sold by such Holder were offered to the public exceeds the amount
         of any damages which it 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


                                       24
<PAGE>

         contribution from any person who was not guilty of such fraudulent
         misrepresentation. The Holders' respective obligations to contribute
         pursuant to this Section 6 are several in proportion to the respective
         amount of Registrable Securities they have sold pursuant to a Shelf
         Registration Statement, and not joint. The remedies provided for in
         this Section 6 are not exclusive and shall not limit any rights or
         remedies which may otherwise be available to any indemnified party at
         law or in equity.

                  (f) The indemnity and contribution provisions contained in
         this Section 6 shall remain operative and in full force and effect
         regardless of (i) any termination of this Agreement, (ii) any
         investigation made by or on behalf of any Holder or the Initial
         Purchaser or any person controlling any Holder or Initial Purchaser, or
         the Company, or the Company's officers or directors or any person
         controlling the Company and (iii) the sale of any Registrable Security
         by any Holder.

         7. INFORMATION REQUIREMENTS.

                  (a) The Company covenants that, if at any time before the end
         of the Effectiveness Period it is not subject to the reporting
         requirements of the Exchange Act, it will cooperate with any Holder of
         Registrable Securities and take such further action as any Holder of
         Registrable Securities may reasonably request in writing (including,
         without limitation, making such representations as any such Holder may
         reasonably request), all to the extent required from time to time to
         enable such Holder to sell Registrable Securities without registration
         under the Securities Act within the limitations of the exemptions
         provided by Rule 144, Rule 144A, Regulation S and Regulation D under
         the Securities Act and customarily taken in connection with sales
         pursuant to such exemptions. Upon the written request of any Holder,
         the Company shall deliver to such Holder a written statement as to
         whether the Company has complied with the reporting requirements of the
         Exchange Act, unless such a statement has been included in the
         Company's most recent report filed with the SEC pursuant to Section 13
         or Section 15(d) of Exchange Act.

                  (b) The Company shall file the reports required to be filed by
         it under the Exchange Act and shall comply with all other requirements
         set forth in the instructions to Form S-3 in order to allow the Company
         to be eligible to file registration statements on Form S-3.

         8. UNDERWRITTEN REGISTRATIONS.

                  (a) If any of the Registrable Securities covered by the Shelf
         Registration Statement are to be offered and sold in an underwritten
         offering, the investment banker or investment bankers and manager or
         managers that will administer the offering ("MANAGING UNDERWRITERS")
         shall be selected by the holders of a majority of such Registrable
         Securities to be included in such offering, subject to the Company's
         prior written consent, which consent shall not be unreasonably
         withheld.



                                       25
<PAGE>

                  (b) No person may participate in any underwritten registration
         hereunder unless such person (i) agrees to sell such person's
         Registrable Securities on the basis reasonably provided in any
         underwriting arrangements approved by the persons entitled hereunder to
         approve such arrangements and (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements.

         9. MISCELLANEOUS.

                  (a) REMEDIES. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under this
         Agreement may result in material irreparable injury to the Initial
         Purchaser and 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, any Initial
         Purchaser or Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under this Agreement.
         The Company further agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.
         Notwithstanding the foregoing two sentences, this Section 9(a) shall
         not apply to the subject matter referred to in and contemplated by
         Section 2(e).

                  (b) NO CONFLICTING AGREEMENTS. The Company is not, as of the
         date hereof, a party to, nor shall it, on or after the date of this
         Agreement, enter into, any agreement with respect to the Company's
         securities that conflicts with the rights granted to the Holders in
         this Agreement. The Company represents and warrants that the rights
         granted to the Holders hereunder do not in any way conflict with the
         rights granted to the holders of the Company's securities under any
         other agreements. The Company will not take any action with respect to
         the Registrable Securities which would adversely affect the ability of
         any of the Holders to include such Registrable Securities in a
         registration undertaken pursuant to this Agreement, and after the date
         hereof, the Company shall not grant to any of its security holders
         (other than the Holders in such capacity) the right to include any of
         the Company's securities in any Shelf Registration Statement filed
         pursuant to this Agreement.

                  (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the Company has obtained the
         written consent of Holders of a majority of the then outstanding
         Registrable Securities; PROVIDED, HOWEVER, that, no consent is
         necessary from any of the Holders in the event that this Agreement is
         amended, modified or supplemented for the purpose of curing any
         ambiguity, defect or inconsistency that does not adversely affect the
         rights of any Holders. Notwithstanding the foregoing, a waiver or
         consent to depart from the provisions hereof with respect to a matter
         that relates exclusively to the rights of Holders of Registrable
         Securities whose securities are being sold pursuant to a Shelf
         Registration Statement and that does not directly or indirectly affect
         the rights of other Holders of Registrable Securities may be given by
         Holders of at least a majority of the Registrable Securities being sold


                                       26
<PAGE>

         by such Holders pursuant to such Shelf Registration Statement;
         PROVIDED, HOWEVER, that the provisions of this sentence may not be
         amended, modified, or supplemented except in accordance with the
         provisions of the immediately preceding sentence. Each Holder of
         Registrable Securities outstanding at the time of any such amendment,
         modification, supplement, waiver or consent or thereafter shall be
         bound by any such amendment, modification, supplement, waiver or
         consent effected pursuant to this Section 9(c), whether or not any
         notice, writing or marking indicating such amendment, modification,
         supplement, waiver or consent appears on the Registrable Securities or
         is delivered to such Holder.

                  (d) NOTICES. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery, by
         telecopier, by courier guaranteeing overnight delivery or by
         first-class mail, return receipt requested, and shall be deemed given
         (A) when made, if made by hand delivery, (B) upon confirmation, if made
         by telecopier, (C) one (1) Business Day after being deposited with such
         courier, if made by overnight courier or (D) on the date indicated on
         the notice of receipt, if made by first-class mail, to the parties as
         follows:

                           (i) if to a Holder, at the most current address given
                  by such Holder to the Company in a Notice and Questionnaire or
                  any amendment thereto;

                           (ii) if to the Company, to:

                                SFBC International, Inc.
                                11190 Biscayne Blvd.
                                Miami, Florida 33181
                                Attention: Chief Financial Officer
                                Telecopy No.: (305) 895-4204

                                with a copy to (for informational
                                purposes only):

                                Stearns Weaver Miller Weissler Alhadeff
                                & Sitterson, P.A.
                                150 West Flagler Street
                                Suite 2500
                                Miami, FL  33130
                                Attention:  David M. Seifer, Esq.
                                Telecopy No.: (305) 789-3395

                                        and

                                Michael Harris, P.A.
                                1555 Palm Beach Lakes Blvd.
                                Suite 310
                                West Palm Beach, FL  33401
                                Attention:  Michael Harris, Esq.
                                Telecopy No.:  (561) 478-1817



                                       27
<PAGE>

                           (iii) if to the Initial Purchaser, to:

                                 c/o UBS Securities LLC
                                 299 Park Avenue
                                 New York, New York 10171
                                 Attention: Syndicate Department
                                 Telecopy No.: (212) 713-1205

                                 with a copy to (for informational purposes
                                 only):

                                 UBS Securities LLC
                                 299 Park Avenue
                                 New York, New York 10171
                                 Attention: Legal Department
                                 Telecopy No.: (212) 821-4042

                                         and

                                 UBS Securities LLC
                                 677 Washington Boulevard
                                 Stamford, Connecticut 06901
                                 Attention: Syndicate Department
                                 Telecopy No.: (203) 719-0683

         or to such other address as such person may have furnished to the other
         persons identified in this Section 9(d) in writing in accordance
         herewith.

                  (e) MAJORITY OF REGISTRABLE SECURITIES. For purposes of
         determining what constitutes holders of a majority of Registrable
         Securities, as referred to in this Agreement, a majority shall
         constitute a majority in aggregate principal amount of Registrable
         Securities, treating each relevant holder of shares of Underlying
         Common Stock of the Notes as a holder of the aggregate principal amount
         of Notes in respect of which such Common Stock was issued.

                  (f) APPROVAL OF HOLDERS. Whenever the consent or approval of
         Holders of a specified percentage of Registrable Securities is required
         hereunder, Registrable Securities held by the Company or its
         "affiliates" (as such term is defined in Rule 405 under the Securities
         Act) (other than the Initial Purchaser or subsequent Holders of
         Registrable Securities, if the Initial Purchaser or such subsequent
         Holders are deemed to be such affiliates solely by reason of their
         holdings of such Registrable Securities) shall not be counted in
         determining whether such consent or approval was given by the Holders
         of such required percentage.

                  (g) THIRD PARTY BENEFICIARIES. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchaser, on the other hand,
         and shall have the right to enforce such agreements directly to the


                                       28
<PAGE>

         extent they may deem such enforcement necessary or advisable to protect
         their rights or the rights of Holders hereunder. The Trustee shall be
         entitled to the rights granted to it pursuant to this Agreement.

                  (h) SUCCESSORS AND ASSIGNS. Any person who purchases any
         Covered Security from any Initial Purchaser or from any Holder shall be
         deemed, for purposes of this Agreement, to be an assignee of such
         Initial Purchaser or such Holder, as the case may be. This Agreement
         shall inure to the benefit of and be binding upon the respective
         successors and assigns of each of the parties hereto and shall inure to
         the benefit of and be binding upon each Holder of any Covered Security.

                  (i) 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 original and all
         of which taken together shall constitute one and the same agreement.

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

                  (k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
         WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  (l) SEVERABILITY. If any term, provision, covenant or
         restriction of this Agreement is held to be invalid, illegal, void or
         unenforceable, the remainder of the terms, provisions, covenants and
         restrictions set forth herein shall remain in full force and effect and
         shall in no way be affected, impaired or invalidated thereby, and the
         parties hereto shall use their best efforts to find and employ an
         alternative means to achieve the same or substantially the same result
         as that contemplated by such term, provision, covenant or restriction,
         it being intended that all of the rights and privileges of the parties
         shall be enforceable to the fullest extent permitted by law.

                  (m) ENTIRE AGREEMENT. This Agreement is intended by the
         parties hereto as a final expression of their agreement and is 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 and the registration rights granted by the Company
         with respect to the Registrable Securities. Except as provided in the
         Purchase Agreement, there are no restrictions, promises, warranties or
         undertakings, other than those set forth or referred to herein, with
         respect to the registration rights granted by the Company with respect
         to the Registrable Securities. This Agreement supersedes all prior
         agreements and undertakings among the parties with respect to such
         registration rights. No party hereto shall have any rights, duties or
         obligations other than those specifically set forth in this Agreement.



                                       29
<PAGE>

                  (n) TERMINATION. This Agreement and the obligations of the
         parties hereunder shall terminate upon the end of the Effectiveness
         Period, except for any liabilities or obligations under Section 4,
         Section 5 or Section 6 hereof and the obligations to make payments of
         and provide for Additional Interest under Section 2(e) hereof to the
         extent such Additional Interest accrues prior to the end of the
         Effectiveness Period and to the extent any overdue Additional Interest
         accrues in accordance with the last paragraph of such Section 2(e),
         each of which shall remain in effect in accordance with its terms.

                  (o) SUBMISSION TO JURISDICTION. Except as set forth below, no
         claim, counterclaim or dispute of any kind or nature whatsoever arising
         out of or in any way relating to this Agreement ("CLAIM") may be
         commenced, prosecuted or continued in any court other than the courts
         of the State of New York located in the City and County of New York or
         in the United States District Court for the Southern District of New
         York, which courts shall have jurisdiction over the adjudication of
         such matters, and the Company hereby consents to the jurisdiction of
         such courts and personal service with respect thereto. The Company
         hereby consents to personal jurisdiction, service and venue in any
         court in which any Claim arising out of or in any way relating to this
         Agreement is brought by any third party against any Initial Purchaser.
         THE COMPANY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING
         (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT
         OF OR RELATING TO THIS AGREEMENT. The Company agrees that a final
         judgment in any such Proceeding brought in any such court shall be
         conclusive and binding upon the Company and may be enforced in any
         other courts in the jurisdiction of which the Company is or may be
         subject, by suit upon such judgment.



                                       30
<PAGE>



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

                                Very truly yours,

                                SFBC INTERNATIONAL, INC.


                                By: /s/ Arnold Hantman
                                    --------------------------------------
                                    Name:  Arnold Hantman
                                    Title: Chief Executive Officer

Accepted  and  agreed  to as  of  the  date  first
above written

UBS SECURITIES LLC


By: /s/ Ankur Kamalia
    ---------------------------------------
    Name:  Ankur Kamalia
    Title: Director


By: /s/ Andrei Lyne
    ---------------------------------------
    Name:  Andrei Lyne
    Title: Associate Director



                                       31