WAIVER AND FIRST  AMENDMENT  dated as of February  20, 2001 (this
               "Amendment"),   among   STILWELL   FINANCIAL   INC.,  a  Delaware
               corporation   ("Stilwell"   or  a   "Borrower"),   JANUS  CAPITAL
               CORPORATION, a Colorado corporation ("Janus" or a "Borrower," and
               together  with  Stilwell,  the  "Borrowers"),  the lenders  party
               hereto (the "Lenders"),  CITIBANK,  N.A., as Administrative Agent
               for the Lenders (in such capacity,  the "Agent") and as Swingline
               Lender.


     A. Reference is made to the Credit  Agreement  dated as of December 7, 2000
(as amended,  supplemented or otherwise  modified from time to time, the "Credit
Agreement"),  among the Borrowers,  the Lenders party thereto,  Wells Fargo Bank
West, N.A., as Documentation Agent for the Lenders, The Chase Manhattan Bank, as
Syndication Agent for the Lenders and the Agent.  Capitalized terms used but not
otherwise  defined  herein  have the  meanings  assigned  to them in the  Credit
Agreement.

     B. Stilwell has requested the Lenders to waive compliance with Section 6.01
of the Credit  Agreement in order to permit Stilwell to issue up to $690 million
of Liquid Yield  Option Notes due 2031 (the  "LYONs") for the purpose of funding
the purchase of certain shares of Janus' common stock.

     C. In  consideration  for the Lenders'  agreement to such waiver,  and as a
condition thereto,  the Borrowers are willing to amend certain provisions of the
Credit Agreement as set forth herein.

     D. The Lenders are willing to agree to  Stilwell's  request for such waiver
on the terms and subject to the conditions of this Amendment.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1.  Amendments to Article I of the Credit  Agreement.  Article I of
the Credit Agreement is hereby amended by:

          (a)  adding  in  the  proper  alphabetical  order  the  following  new
     definitions:

          "'Liquid  Assets' shall mean cash, cash  equivalents and other readily
     marketable securities,  the value of which shall be deemed to be the amount
     of cash which would be realized upon prompt  liquidation of such securities
     as reasonably determined by Stilwell.

          `LYONs' shall mean those certain Liquid Yield Option Notes due 2031 to
     be issued by Stilwell under the Indenture dated February 2001."

          (b) deleting the period  after the  definition  of "Change of Control"
     and adding the following new clause:



<PAGE>


          "or (iii) a "change of control" in the indenture under which the LYONs
     are issued shall occur."

     SECTION 2. Amendment to Article V of the Credit Agreement. Article V of the
Credit Agreement is hereby amended by adding the following new Section 5.08:

          "SECTION 5.08. Unencumbered  Liquidity.  Stilwell and its Consolidated
     Subsidiaries  shall at all times maintain Liquid Assets having an aggregate
     fair market value  greater than or equal to the sum of the issue price plus
     all accrued original issue discount at such time of all outstanding LYONs."

     SECTION 3. Amendment to Exhibit D to the Credit Agreement  Exhibit D to the
Credit Agreement is hereby amended by adding to the certification in paragraph 3
thereof after the word "including" a reference to "Section 5.08".

     SECTION 4.  Correction to Schedule 3.07 to the Credit  Agreement.  Schedule
3.07 to the Credit  Agreement is hereby  corrected  to indicate  that the direct
owner  of DST  Systems,  Inc.  is  Stilwell  Management,  Inc.,  a  wholly-owned
subsidiary of Stilwell.  Upon the  effectiveness of this Amendment,  the parties
agree  that such  correction  shall be  effective  as of the date of the  Credit
Agreement  and no breach of any  representation  or  warranty  under the  Credit
Agreement  shall be  deemed  to have  occurred  as a result  of the  inadvertent
misidentification  of the direct  owner of DST  Systems,  Inc. on Schedule  3.07
prior to the date hereof.

     SECTION 5. Waiver. Subject to and upon the effectiveness of this Amendment,
the Lenders hereby waive  Stilwell's  compliance with Section 6.01 of the Credit
Agreement  solely in order to permit  Stilwell to issue LYONs with an  aggregate
gross  issue  price of up to $690  million and as  accretion  of original  issue
discount  to  principal  at a rate to be  determined  at the  time  of  pricing,
provided that the LYONs are issued by Stilwell on the other terms and conditions
set forth on Exhibit A to this  Amendment  and that prior to such  issuance  and
after giving effect thereto (after taking this Waiver into account),  no Default
or Event of Default shall exist.

     SECTION 6. Representations, Warranties and Agreements. Each Borrower hereby
represents and warrants to and agrees with each Lender and the Agent that:

          (a) The  representations  and warranties of each Borrower set forth in
     Article III of the Credit  Agreement  are true and correct in all  material
     respects  with the same effect as if made on the Amendment  Effective  Date
     (as  defined  below),   except  to  the  extent  such  representations  and
     warranties expressly relate to an earlier date.

          (b) Such  Borrower has the  requisite  power and authority to execute,
     deliver and perform its obligations under this Amendment and to perform its
     obligations under the Credit Agreement as amended by this Amendment.

          (c) The execution,  delivery and  performance by each Borrower of this
     Amendment and the performance by each Borrower of the Credit Agreement,  as
     amended by this  Amendment,  (i) have been duly authorized by all requisite
     action and (ii) will not (A) violate  (x) any  provision  of law,  statute,
     rule or regulation,  or of the certificate or articles of  incorporation or
     other constitutive  documents or by-laws of either


<PAGE>


     Borrower,  (y) any order of any Governmental Authority or (z) any provision
     of any indenture, agreement or other instrument to which either Borrower is
     a party or by which  either of them or any of their  property  is or may be
     bound, (B) be in conflict with,  result in a breach of or constitute (alone
     or with  notice  or  lapse  of  time or  both) a  default  under  any  such
     indenture, agreement for borrowed money or other agreement or instrument or
     (C) result in the creation or  imposition  of any Lien upon or with respect
     to any property or assets now owned or hereafter acquired either Borrower.

          (d) This  Amendment  has been  duly  executed  and  delivered  by each
     Borrower.  Each of this Amendment and the Credit  Agreement,  as amended by
     this Amendment,  constitutes a legal,  valid and binding obligation of each
     Borrower,  enforceable  against each Borrower in accordance with its terms,
     except as enforceability  may be limited by (i) any applicable  bankruptcy,
     insolvency,  reorganization,  moratorium  or  similar  laws  affecting  the
     enforcement of creditors'  rights generally and (ii) general  principals of
     equity,

          (e) As of the Amendment Effective Date, no Event of Default or Default
     has occurred and is continuing.

     SECTION  7.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective    on   the    date   of   the    satisfaction    in   full   of   the
following  conditions  precedent  (the  "Amendment Effective Date"):

          (a) The Agent shall have received duly  executed  counterparts  hereof
     which,  when  taken  together,  bear  the  authorized  signatures  of  each
     Borrower, the Agent and the Required Lenders.

          (b) All legal matters incident to this Amendment shall be satisfactory
     to the Required Lenders, the Agent and Cravath, Swaine & Moore, counsel for
     the Agent.

          (c) The Agent shall have  received such other  documents,  instruments
     and certificates as it or its counsel shall reasonably request.

     SECTION 8. Credit  Agreement.  Except as  specifically  stated herein,  the
Credit  Agreement shall continue in full force and effect in accordance with the
provisions   thereof.  As  used  therein,   the  terms  "Agreement,"   "herein,"
"hereunder,"  "hereto,"  "hereof" and words of similar import shall,  unless the
context  otherwise  requires,  refer to the Credit Agreement as modified hereby.
The execution, delivery and effectiveness of this Amendment shall not operate as
a waiver of any  right,  power or remedy  of the Agent or any  Lender  under the
Credit  Agreement  nor  constitute  a  waiver  of any  provision  of the  Credit
Agreement  except as specifically set forth in Section 5 hereof and relates only
to the specific transaction described therein.

     SECTION  9.  Applicable  Law.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 10.  Counterparts.  This Amendment may be executed in any number of
counterparts,  each of which shall be an original  but all of which,  when taken
together,  shall


<PAGE>


constitute  but  one  instrument.  Delivery  of  an  executed  counterpart  of a
signature page of this Amendment by facsimile  shall be effective as delivery of
a manually executed counterpart of this Amendment.

     SECTION  11.  Expenses.  Stilwell  agrees  to  reimburse  the Agent for its
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable fees, charges and disbursements of Cravath,  Swaine & Moore,  counsel
for the Agent.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.



                          STILWELL FINANCIAL INC.,



                          by:  /s/ Anthony P. McCarthy
                              -------------------------------------------------
                              Name:    Anthony P. McCarthy
                              Title:   Vice President


                          JANUS CAPITAL CORPORATION,


                          by:  /s/  Thomas A. Early
                              --------------------------------------------------
                              Name:    Thomas A. Early
                              Title:   Vice President and General Counsel


                          CITIBANK, N.A., individually and as Administrative
                          Agent and as Swingline Lender,


                          by:  /s/  Matthew Nicholls
                              --------------------------------------------------
                              Name:    Matthew Nicholls
                              Title:   Vice President


                          WELLS FARGO BANK WEST, N.A., individually
                          and as Documentation Agent,


                          by:  /s/ Gary D. Watkins
                              -------------------------------------------------
                              Name:    Gary D. Watkins /s/
                              Title:   Vice President



                          THE CHASE MANHATTAN BANK, individually
                          and as Syndication Agent,


                          by:   /s/    Robert A. Krasnow
                              --------------------------------------------------
                              Name:    Robert A. Krasnow
                              Title:   Vice President


                          BANK OF AMERICA, N.A.,


                          by:
                              --------------------------------------------------
                              Name:
                              Title:


                          THE GOVERNOR AND COMPANY OF THE
                          BANK OF IRELAND,


                          by:   /s/    Padraig M. Rushe
                              --------------------------------------------------
                              Name:    Padraig M. Rushe
                              Title:   Authorised signatory


                          by:   /s/    Louise Molloy
                              --------------------------------------------------
                              Name:    Louise Molloy
                              Title:   Authorised signatory


                          BANK OF NEW YORK,


                          by:   /s/   Scott H. Buitekant
                              --------------------------------------------------
                              Name:    Scott H. Buitekant
                              Title:   Vice President


                          CREDIT SUISSE FIRST BOSTON,


                          by:
                              --------------------------------------------------
                              Name:
                              Title:


                          by:
                              --------------------------------------------------
                              Name:
                              Title:




<PAGE>


                          FIRSTAR BANK N.A.,


                          by:    /s/  Barry P. Sullivan
                               -------------------------------------------------
                               Name:   Barry P. Sullivan
                               Title:  Vice President


                          FLEET NATIONAL BANK,


                          by:
                               -------------------------------------------------
                               Name:
                               Title:


                          HSBC,


                          by:
                               -------------------------------------------------
                               Name:
                               Title:


                          THE ROYAL BANK OF SCOTLAND plc,


                          by:   /s/  Clark McGinn
                               -------------------------------------------------
                               Name:   Clark McGinn
                               Title:  Senior Vice President


                          STATE STREET BANK AND TRUST COMPANY,


                          by:   /s/  John A. Stankard
                               -------------------------------------------------
                               Name:   John A. Stankard
                               Title:  Vice President


                          UMB, N.A.,


                          by:   /s/  Terry Dierks
                               -------------------------------------------------
                               Name:   Terry Dierks
                               Title:  Vice President


<PAGE>




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

                                    EXHIBIT A

                                  The Offering
LYONs...............
                    $ aggregate principal amount --------- at maturity

                    ($  aggregate  principal  amount  ---------  at  maturity if
                    Merrill Lynch exercises its  over-allotment  option in full)
                    of LYONs due  February , 2031.  We will not pay  interest on
                    the  LYONs  prior to  maturity  unless  contingent  interest
                    becomes  payable.  Each  LYON  will be  issued at a price of
                    $------ per LYON and a principal amount of $1,000.

Maturity of LYONs...
                    February ___, 2031.

Yield to Maturity
 of LYONs...........
                    % per year,  computed on a  semiannual  --- bond  equivalent
                    basis,  calculated  from  February , 2001,  excluding any --
                    contingent interest.

Conversion Rights...
                    For each LYON  surrendered  for  conversion,  a holder  will
                    receive shares of common stock.  The conversion rate will be
                    adjusted for certain reasons specified in the indenture, but
                    will not be adjusted for accrued  original  issue  discount.
                    Upon conversion,  a holder will not receive any cash payment
                    representing  accrued  original  issue  discount.   Instead,
                    accrued  original  issue discount will be deemed paid by the
                    shares of common stock received by the holder on conversion.

                    Holders may surrender  LYONs for  conversion  into shares of
                    common stock in any calendar quarter  commencing after March
                    31, 2001,  if, as of the last day of the preceding  calendar
                    quarter,  the closing  sale price of our common stock for at
                    least 20 trading days in a period of 30 consecutive  trading
                    days  ending  on the  last  trading  day of  such  preceding
                    calendar  quarter  is  more  than  a  specified  percentage,
                    beginning  at  135%  and   declining   0.2083%  per  quarter
                    thereafter,  of the accreted  conversion  price per share of
                    common  stock  on the  last  trading  day of such  preceding
                    calendar quarter. The accreted conversion price per share as
                    of any day will  equal  the  issue  price of a LYON plus the
                    accrued  original issue discount to that day, divided by the
                    number of shares of common stock  issuable upon a conversion
                    of a LYON on that day.

                    On the date the LYONs are originally  issued, the LYONs will
                    not have a credit rating assigned to them. After the date on
                    which either Moody's or Standard & Poor's assigns an initial
                    credit  rating to the LYONs,  holders  may also  surrender a
                    LYON for  conversion  during  any period in which the credit
                    rating assigned to the LYONs by either Moody's or Standard &
                    Poor's is more than  three  rating  subcategories  below the
                    initial credit rating assigned to


<PAGE>


                    the LYONs.

                    LYONs or portions of LYONs in integral  multiples  of $1,000
                    principal  amount at  maturity  that have  been  called  for
                    redemption may be surrendered for conversion until the close
                    of  business  on  the  second  business  day  prior  to  the
                    redemption  date.  In  addition,  if we  make a  significant
                    distribution  to our  stockholders  or if we are a party  to
                    certain consolidations,  mergers or binding share exchanges,
                    LYONs may be  surrendered  for  conversion.  The  ability to
                    surrender LYONs for conversion for any reason will expire at
                    the close of business on February ---- , 2031.

Ranking.............
                    The LYONs will be unsecured and  unsubordinated  obligations
                    and will rank equal in right of payment to all our  existing
                    and  future  unsecured  and   unsubordinated   indebtedness.
                    However,  the LYONs will be effectively  subordinated to all
                    existing  and  future   obligations  of  our   subsidiaries,
                    including Janus.

Original Issue
 Discount...........
                    We are  offering  our LYONs at an issue price  significantly
                    below the  principal  amount at maturity of the LYONs.  This
                    original  issue discount will accrue daily at a rate of ---%
                    per year  beginning  on the date of  issuance  of such LYON,
                    calculated on a semi-annual bond equivalent  basis,  using a
                    360-day year comprised of twelve 30-day months.  The accrual
                    of imputed  interest  income on the LYONs, as calculated for
                    United States  federal  income tax  purposes,  also referred
                    herein to as tax  original  issue  discount,  is expected to
                    exceed the accrued original issue discount.

Contingent
 Interest...........
                    We will pay  contingent  interest  to the  holders  of LYONs
                    during any six-month  period from February --- to August ---
                    , 2006,  if the average  market price of a LYON for the five
                    trading  days ending on the second  trading day  immediately
                    preceding the relevant  six-month period equals 120% or more
                    of the sum of the issue  price and  accrued  original  issue
                    discount for such LYON to the day immediately  preceding the
                    relevant six-month period.

                    The  amount  of  contingent  interest  payable  per  LYON in
                    respect of any quarterly period within a six-month period in
                    which contingent  interest is payable will equal the greater
                    of (a) the amount of regular cash  dividends  paid by us per
                    share on our  common  stock  during  that  quarterly  period
                    multiplied by the number of shares of common stock  issuable
                    upon  conversion  of a LYON or (b)  0.0625% of such  average
                    market  price  of a LYON  for the five  trading  day  period
                    referred to above, except that if we have declare a dividend
                    for which the record  date falls prior to the first day of a
                    six-month period but the payment date falls within such six-
                    month   period,   then  the  five  trading  day  period  for
                    determining  the average market price of a LYON to calculate
                    the amount of  contingent  interest will be the five trading
                    days ending on the second trading day immediately  preceding
                    such record date.

<PAGE>


                    Contingent  interest,  if any, will accrue and be payable to
                    holders  of LYONs  as of the  record  date  for the  related
                    common stock  dividend or, if no cash dividend is paid by us
                    during a quarter within the relevant  six-month  period,  to
                    holders of LYONs as of the  fifteenth day preceding the last
                    day of the relevant six-month period.  Such payments will be
                    paid  on the  payment  date  of  the  related  common  stock
                    dividend  or,  if no cash  dividend  is paid by us  during a
                    quarter within the relevant  six-month  period,  on the last
                    day of the relevant  six-month  period.  The original  issue
                    discount  will  continue  to accrue at the yield to maturity
                    whether or not contingent interest is paid.

Contingent
 Rating.............
                    After the issuance of the LYONs,  we will endeavor to obtain
                    the  Required  Credit  Rating for the LYONs from  Moody's or
                    Standard & Poor's. The Required Credit Rating means a rating
                    that is equal to or higher  than Baa2 by  Moody's  or BBB by
                    Standard & Poor's. If we fail to obtain such a rating within
                    150 days after the  issuance of the LYONs,  then we will pay
                    interest  in cash to the holders of the LYONs at the rate of
                    0.50% of the  original  issue  price of the LYONs per annum,
                    payable  semiannually  on the  last  day of  each  six-month
                    period,  commencing  with the six month period ending August
                    --,  2001.  Such  interest,  if any,  will be payable to the
                    holders of LYONs as of the  fifteenth day preceding the last
                    day of the relevant six-month period.

Tax Original Issue
 Discount...........
                    The LYONs will be debt instruments subject to the contingent
                    payment debt regulations. Imputed interest, also referred to
                    herein as tax original issue discount, will accrue at a rate
                    currently  estimated  at  7.61%  per  year,  computed  on  a
                    semiannual  bond  equivalent  basis,  which  represents  the
                    assumed   yield   on  our   noncontingent,   nonconvertible,
                    fixed-rate debt with terms  otherwise  similar to the LYONs.
                    The rate at  which  the tax  original  issue  discount  will
                    accrue for United  States  federal  income tax purposes will
                    exceed the  stated  yield of ---% for the  accrued  original
                    issue discount.

Sinking Fund........
                    None.

Redemption of LYONs
 at the Option of
 Stilwell...........
                    We may  redeem all or a portion of the LYONs for cash at any
                    time on or after February __, 2006, at the redemption prices
                    set forth in the Indenture.

Purchase of LYONs
 by Stilwell at
 the Option of the
 Holder.............
                    Holders may require us to purchase all or a portion of their
                    LYONs:

                           on February --,. 2002 at a price of $--- per LYON;

                           on February --,. 2004 at a price of $--- per LYON;

                           on February --,. 2006 at a price of $--- per LYON;

<PAGE>

                           on February --,. 2011 at a price of $--- per LYON;

                           on February --,. 2016 at a price of $--- per LYON;

                           on February --,. 2021 at a price of $--- per LYON;

                           on February --,. 2026 at a price of $--- per LYON;

                    We may choose to pay the purchase  price in cash,  shares of
                    common stock or a  combination  of cash and shares of common
                    stock.

Change in Control...
                    Upon a change in control of Stilwell  occurring on or before
                    February  --,  2006,  each holder may require us to purchase
                    all or a portion of such holder's  LYONs for cash at a price
                    equal to the issue price of such LYONs plus accrued original
                    issue discount to the date of purchase. Under the Indenture,
                    a "change in control" of Stilwell is deemed to have occurred
                    at such time as:

                    o    any person,  including its affiliates  and  associates,
                         other  than  us,  our  subsidiaries  or  our  or  their
                         employee  benefit  plans,   files  a  Schedule  13D  or
                         Schedule TO (or any successor schedule,  form or report
                         under the Exchange Act) disclosing that such person has
                         become  the  beneficial  owner  of 50% or  more  of the
                         voting power of Stilwell's common stock is reclassified
                         or changed, with certain exceptions; or

                    o    there  shall  be   consummated   any  share   exchange,
                         consolidation  or merger of Stilwell  pursuant to which
                         Stilwell's  common stock would be converted  into cash,
                         securities or other property, in each case other than a
                         share exchange,  consolidation or merger of Stilwell in
                         which the holders of our common stock immediately prior
                         to the share  exchange,  consolidation  or merger have,
                         directly  or  indirectly,  continue  to hold at least a
                         majority of the total voting power in the  aggregate of
                         all  classes  of  capital  stock of the  continuing  or
                         surviving  corporation   immediately  after  the  share
                         exchange,  consolidation or merger.

Optional Conversion
 to Semiannual Coupon
 Notes Upon Tax
 Event..............
                    From and after the  occurrence of a Tax Event,  as described
                    in Indenture, at the option of Stilwell, interest instead of
                    future  original  issue  discount  shall accrue on each LYON
                    from the  option  exercise  date at  -----%  per year on the
                    restated principal amount and shall be payable  semiannually
                    on each  interest  payment  date to holders of record at the
                    close of business on cash  regular  record date  immediately
                    preceding  such  interest  payment  date.  Interest  will be
                    computed on the basis of a 360-day year  comprised of twelve
                    30-day  months and will  accrue from the most recent date to
                    which  interest  has been paid or, if no  interest  has been
                    paid,  the  option   exercise  date.  In  such  event,   the
                    redemption  price,  purchase  price and  change  in  control
                    purchase price shall be adjusted,  and

                    no  future  contingent  interest  will be paid on the  LYONS
                    other  than  interest  payable  as a result of a failure  to
                    obtain the Required Credit Rating for the LYONs or to timely
                    file  or make  effective  a  shelf  registration  statement.
                    However, there will be no changes in the holder's conversion
                    rights.

Events of Default...
                    If there is an event of  default  on the  LYONs,  the  issue
                    price of the LYONs plus the accrued  original issue discount
                    may be declared  immediately due and payable.  These amounts
                    automatically  become  due and  payable  in the  case of our
                    bankruptcy  or   insolvency.   Events  of  Default   include
                    non-payment,  failure to comply  with  agreements  under the
                    Indenture  for 60 days  after  notice,  the  non-payment  or
                    acceleration of other indebtedness in excess of $10,000,000,
                    or  bankruptcy,   insolvency  or  similar   proceedings  are
                    commenced      by     or     against      us.

Use of Proceeds.....
                    The net proceeds of this offering will be used to purchase a
                    total of  ------  shares  of Janus  common  stock,  of which
                    600,000  shares  are being  sold by  Thomas H.  Bailey to us
                    pursuant to his put rights  under the Janus  Stock  Purchase
                    Agreement and the remaining shares are being sold by certain
                    other minority  stockholders  of Janus pursuant to their put
                    rights under their respective stock purchase agreements. The
                    total  purchase price for these ----- shares of Janus common
                    stock  will be  approximately  $-------  million.  After the
                    purchase  of  these  shares,  we may use any  remaining  net
                    proceeds of this  offering for general  corporate  purposes,
                    including acquisitions.

DTC Eligibility.....
                    The  LYONs  will be issued  in  book-entry  form and will be
                    represented  by one or more  permanent  global  certificates
                    deposited with a custodian for and registered in the name of
                    a nominee of DTC in New York, New York. Beneficial interests
                    in any such  securities will be shown on, and transfers will
                    be effected only through,  records maintained by DTC and its
                    direct and indirect  participants  and any such interest may
                    not be  exchanged  for  certificated  securities,  except in
                    limited circumstances.

Transfer
 Restrictions.......
                    The LYONs and the common stock  issuable upon  conversion of
                    the LYONs have not been registered  under the Securities Act
                    or any state securities law. Unless they are registered, the
                    LYONs  and such  common  stock  may not be  offered  or sold
                    except  pursuant to an exemption from or in transaction  not
                    subject to the  registration  requirements of the Securities
                    Act and applicable state laws.

Registration
 Rights.............
                    We will,  for the benefit of  holders,  file with the SEC as
                    soon as  practicable,  but in any event within 90 days after
                    the date of the  original  issuance  of the  LYONs,  a shelf
                    registration statement covering resales of the LYONs and the
                    shares of  common  stock  issuable  upon  conversion  of the
                    LYONs.  We will use  reasonable  efforts  to cause the shelf
                    registration  statement  to become  effective as promptly as
                    practicable  after filing,  but in any event within 210

<PAGE>


                    days after the date of original  issuance of the LYONs,  and
                    keep such shelf registration  statement  effective until the
                    earlier of (i) the sale  pursuant to the shelf  registration
                    statement  of all the LYONs and the  shares of common  stock
                    issuable   upon   conversion  of  the  LYONs  and  (ii)  the
                    expiration  of  the  holding   period   applicable  to  such
                    securities held b y our non-affiliates  under Rule 144(k) of
                    the Securities Act, or any successor  provision,  subject to
                    certain permitted exceptions.

Trading.............
                    The LYONs will not be listed on any  securities  exchange or
                    included in any automated quotation system.