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                                                                 EXECUTION COPY

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                             FLEMING COMPANIES, INC.



                            SENIOR SUBORDINATED NOTES

                          REGISTRATION RIGHTS AGREEMENT



                                  JULY 25, 1997


                            BEAR, STEARNS & CO. INC.

                             CHASE SECURITIES INC.

                          BANCAMERICA SECURITIES, INC.

                   SOCIETE GENERALE SECURITIES CORPORATION




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                                       2

          This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of July __, 1997, by and among Fleming Companies, Inc. (the
"COMPANY"), an Oklahoma corporation, the Subsidiary Guarantors (as defined
below), Bear, Stearns & Co. Inc., Chase Securities Inc., BancAmerica Securities,
Inc. and Societe Generale Securities Corporation (the "INITIAL PURCHASERS").

          This Agreement is made pursuant to the Purchase Agreement, dated July
18, 1997 (the "PURCHASE AGREEMENT"), by and among the Company, the Subsidiary
Guarantors and the Initial Purchasers, which provides for the purchase by the
Initial Purchasers of the Company's 10 1/2% Senior Subordinated Notes due 2004
and 10 5/8% Senior Subordinated Notes due 2007 (collectively the "NOTES").  In
order to induce the Initial Purchasers to purchase the Notes, the Company has
agreed to provide the registration rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 5 of the Purchase Agreement.

          The parties hereby agree as follows:

SECTION 1.     DEFINITIONS

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

          ACT:  The Securities Act of 1933, as amended.

          ADVICE:  As defined in Section 6(c) hereof.

          BROKER-DEALER:  Any broker or dealer registered under the Exchange 
                          Act.

          CERTIFICATED NOTES:  As defined in the Indentures.

          CLOSING DATE:  The date of this Agreement.

          COMMISSION:  The Securities and Exchange Commission.

          CONSUMMATE: A Registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Senior Subordinated Notes, and the Note Guarantees
thereof to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar
under the Indenture of Series B Senior Subordinated Notes, and the Note
Guarantees thereof in the same aggregate principal amount as the aggregate

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                                       3

principal amount of Notes that were tendered by Holders thereof pursuant to the
Exchange Offer.

          DAMAGES PAYMENT DATE:  With respect to the Notes, each Interest
Payment Date.

          EFFECTIVENESS TARGET DATE:  As defined in Section 5.

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

          EXCHANGE OFFER:  The registration by the Company under the Act of the
Series B Senior Subordinated Notes, and the Note Guarantees thereof, pursuant to
a Registration Statement in which the Company and the Subsidiary Guarantors
shall offer the Holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted Securities held
by such Holders for Series B Senior Subordinated Notes in an aggregate principal
amount equal to the aggregate principal amount of the Transfer Restricted
Securities tendered in such exchange offer by such Holders.

          EXCHANGE OFFER REGISTRATION STATEMENT:  The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          EXEMPT RESALES:  The transactions in which the Initial Purchasers
propose to sell the Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Act.

          GLOBAL NOTE HOLDER:  As defined in the Indentures.

          HOLDERS:  As defined in Section 2(b) hereof.

          INDENTURES:  The Indentures, dated as of July 25, 1997, among the
Company, the Subsidiary Guarantors and Manufacturers and Traders Trust Company,
as trustee (the "TRUSTEES"), pursuant to which the Senior Subordinated Notes are
to be issued, as such Indentures are amended or supplemented from time to time
in accordance with the terms thereof.

          INITIAL PURCHASERS:  As defined in the preamble hereto.

          INTEREST PAYMENT DATE:  As defined in the Indentures and the Senior
Subordinated Notes.

          LIQUIDATED DAMAGES:  As defined in Section 5 hereof.

          NASD:  National Association of Securities Dealers, Inc.

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                                       4

          NOTE GUARANTEES:  The joint and several guarantee by each of the
Subsidiary Guarantors, of the obligations of the Company pursuant to the
Indentures.

          NOTES:  The Company's 10 1/2% Senior Subordinated Notes due 2004 and
the 10 5/8% Senior Subordinated Notes due 2007 to be sold to the Initial
Purchasers pursuant to the Purchase Agreement and under the Indentures.

          PERSON:  An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

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

          RECORD HOLDER:  With respect to any Damages Payment Date relating to
Senior Subordinated Notes, each Person who is a Holder of Senior Subordinated
Notes on the record date with respect to the Interest Payment Date on which such
Damages Payment Date shall occur.

          REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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

          SENIOR SUBORDINATED NOTES:  The Notes and the Series B Senior
Subordinated Notes including the Note Guarantees thereof.

          SERIES B SENIOR SUBORDINATED NOTES:  The Company's 10 1/2% Series B
Senior Subordinated Notes due 2004 and 10 5/8% Series B Senior Subordinated 
Notes due 2007 to be issued pursuant to the Indentures in the Exchange Offer.

          SHELF FILING DEADLINE:  As defined in Section 4 hereof.

          SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

          SUBSIDIARY GUARANTOR:  Each Wholly Owned Restricted Subsidiary of the
Company (as defined in the Indentures) required to execute a Note Guarantee on
the Notes under the 

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                                       5

Indentures.  References in this Agreement to the Company shall include any 
Subsidiary Guarantor, unless the context requires otherwise.

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

          TRANSFER RESTRICTED SECURITIES:  Each Senior Subordinated Note, until
the earliest to occur of (a) the date on which such Senior Subordinated Note is
exchanged in the Exchange Offer and entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (b) the date on which such Senior Subordinated Note has been
effectively registered under the Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Senior Subordinated Note
is distributed to the public pursuant to Rule 144 under the Act or by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including delivery of the Prospectus
contained therein).

          UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.


SECTION 2.     SECURITIES SUBJECT TO THIS AGREEMENT

          (a)  TRANSFER RESTRICTED SECURITIES.  The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

          (b)  HOLDERS OF TRANSFER RESTRICTED SECURITIES.  A Person is deemed to
be a holder of Transfer Restricted Securities (each, a "HOLDER") whenever such
Person owns Transfer Restricted Securities.


SECTION 3.     REGISTERED EXCHANGE OFFER

          (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company and the Subsidiary Guarantors
shall (i) cause to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 60 days after the Closing Date, a
Registration Statement under the Act relating to the Series B Senior
Subordinated Notes and the Exchange Offer, (ii) use their best efforts to cause
such Registration Statement to become effective at the earliest possible time,
but in no event later than 150 days after the Closing Date, (iii) in connection
with the foregoing, file (A) all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such

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                                       6

Registration Statement and (C) cause all necessary filings, it any, in
connection with the registration and qualification of the Series B Senior
Subordinated Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, except as would
subject it to service of process in suits or taxation, in each case, other than
as to matters and transactions relating to the Registration Statement, Exchange
Offer or Exempt Resales, in any jurisdiction where it is not now so subject and
(iv) upon the effectiveness of such Registration Statement, commence the
Exchange Offer.  The Exchange Offer Registration Statement shall be on the
appropriate form permitting registration of the Series B Senior Subordinated
Notes to be offered in exchange for the Transfer Restricted Securities and to
permit resales of Series B Senior Subordinated Notes held by Broker-Dealers as
contemplated by Section 3(c) below.

          (b)  The Company and the Subsidiary Guarantors shall cause the
Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less
than 20 business days.  The Company shall cause the Exchange Offer to comply
with all applicable federal and state securities laws.  Without the consent of
the Initial Purchasers, no securities other than the Series B Senior
Subordinated Notes shall be included in the Exchange Offer Registration
Statement.  The Company and the Subsidiary Guarantors shall use their best
efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than the earlier of 180 days after the Closing
Date or 45 days after the Exchange Offer Registration Statement has become
effective.

          (c)  The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus contained in the Exchange Offer Registration
Statement that any Broker-Dealer who holds Notes that are Transfer Restricted
Securities and that were acquired for its own account as a result of market-
making activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company or an affiliate of the Company),
may exchange such Notes pursuant to the Exchange Offer; however, such Broker-
Dealer may be deemed to be an "underwriter" within the meaning of the Act and
must, therefore, deliver a prospectus meeting the requirements of the Act in
connection with any resales of the Series B Senior Subordinated Notes received
by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration Statement.  Such "Plan
of Distribution" section shall also contain all other information with respect
to such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Series B Senior
Subordinated Notes held by any such Broker-Dealer except to the extent required
by the Commission as a result of a change in policy after the date of this
Agreement.

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                                       7

          Any Broker-Dealer subject to a prospectus delivery requirement as
described in the immediately preceding paragraph must certify, on or before the
date the Exchange Offer is Consummated, to the Initial Purchasers and the
Company in writing that it is such a Broker-Dealer.  In connection with any of
the Company's obligations herein to such Broker-Dealers, the Company shall be
obliged to deal with only one entity representing the Broker-Dealers, which
shall be Bear, Stearns & Co. Inc.  The Company and the Subsidiary Guarantors
shall use their best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Section 6(c) below to the extent necessary to ensure that it is available for
resales of Series B Senior Subordinated Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the date on which the
Exchange Offer is Consummated.

          The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180 day period in order to facilitate such resales.  Any Holder who is a Broker-
Dealer using the Exchange Offer Prospectus for resales shall promptly notify the
Company when it has disposed of all its Series B Senior Subordinated Notes
subject to a prospectus delivery requirement.


SECTION 4.     SHELF REGISTRATION

          (a)  SHELF REGISTRATION.  If (i) the Company and the Subsidiary
Guarantors are not required to file an Exchange Offer Registration Statement or
to Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with) or (ii) if any Initial Purchaser holding
Transfer Restricted Securities shall notify the Company within 20 business days
after the Consummation of the Exchange Offer that such Initial Purchaser is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (iii) the Exchange Offer is not for any other reason
consummated within 180 days of the date of the Indentures, then the Company and
the Subsidiary Guarantors shall:

               (x) cause to be filed a shelf registration statement pursuant to
     Rule 415 under the Act, which may be an amendment to the Exchange Offer
     Registration Statement (in either event, the "SHELF REGISTRATION
     STATEMENT") on or prior to the earliest to occur of (1) the 60th day after
     the date on which the Company and the Subsidiary Guarantors determine that
     they are not required to file the Exchange Offer Registration Statement or
     to Consummate the Exchange Offer, (2) the 60th day after the date on which
     the Company receives notice from an Initial Purchaser as contemplated by
     clause (ii) above, and (3) the 180th day after the Closing Date (such
     earliest date being the "SHELF FILING DEADLINE"), which Shelf Registration
     Statement shall provide for resales of 

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                                       8

     all Transfer Restricted Securities the Holders of which shall have provided
     the information required pursuant to Section 4(b) hereof; and

               (y) use their best efforts to cause such Shelf Registration
     Statement to be declared effective by the Commission on or before the 90th
     day after the Shelf Filing Deadline.

The Company and the Subsidiary Guarantors shall use their best efforts to keep
such Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Senior
Subordinated Notes by the Holders of Transfer Restricted Securities entitled to
the benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of two years
following the date of the Indentures or such shorter period that will terminate
when all securities covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement.

          (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH
THE SHELF REGISTRATION STATEMENT.  No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 5 hereof unless such
Holder shall have timely provided all such reasonably requested information. 
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.  Any Holder using the Shelf
Registration Statement Prospectus for resales shall promptly notify the Company
when it has disposed of all its Transfer Restricted Securities subject to such
Registration Statement.


SECTION 5.     LIQUIDATED DAMAGES

          (a)  If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii)
the Exchange Offer has not been Consummated within the earlier of 180 days after
the Closing Date or 45 business days after the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement or (iv) any Registration
Statement required by this 

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                                       9

Agreement is filed and declared effective but shall thereafter cease to be 
effective or fail to be usable for its intended purpose without being 
succeeded immediately by a post-effective amendment to such Registration 
Statement that cures such failure and that is itself immediately declared 
effective (each such event referred to in clauses (i) through (iv), a 
"Registration Default"), liquidated damages payable by the Company 
("Liquidated Damages") will accrue on the Notes from and including the day 
after such Registration Default occurs but excluding the date such Registration
Default is cured.  In each case, such Liquidated Damages will be payable in 
cash semiannually in arrears, with the first semiannual payment due on the 
Damages Payment Date following the date from which Liquidated Damages begin 
to accrue, and will accrue, under each circumstance set forth above at a rate 
per annum equal to an additional one-quarter of one percent (0.25%) of the 
principal amount of the Notes (or the Series B Senior Subordinated Notes) 
upon the occurrence of each such circumstance, which Liquidated Damages  will 
increase by one-quarter of one percent (0.25%) for each 90-day period that 
such Liquidated Damages continue to accrue under any circumstance, up to an 
aggregate maximum equal to one percent (1.00%) per annum.

          (b)  Upon the filing of the Exchange Offer Registration Statement, the
effectiveness of the Exchange Offer Registration Statement, or the Consummation
of the Exchange Offer, as the case may be, the accrual of Liquidated Damages
shall cease.  Upon the effectiveness of a Shelf Registration Statement, the
accrual of Liquidated Damages shall cease, from and as of the date of such
effectiveness.  Notwithstanding the foregoing, the Company (i) shall not be
required to amend or supplement the Shelf Registration Statement, any related
prospectus or any document incorporated therein by reference and (ii) may
suspend the effectiveness of any such Shelf Registration Statement in the event
that, and for a period not to exceed, for so long as this Agreement is in
effect, an aggregate of 90 days in any one calendar year if any event shall
occur as a result of which it shall be necessary, in the good faith
determination of the Company's board of directors, to amend the Shelf
Registration Statement or amend or supplement any prospectus or prospectus
supplement thereunder in order that each such document not include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading in light of the circumstances under which
they were made; provided that any such suspension shall not relieve the Company
from its obligation to pay Liquidated Damages.

          (c)  The Company shall notify the Trustee within three business days
after each and every date on which an event occurs in respect of which
Liquidated Damages are required to be paid (an "EVENT DATE").  All Liquidated
Damages shall be paid by the Company on each Damages Payment Date to the Global
Note Holder by wire transfer of immediately available funds or by federal funds
check and to Holders of Certificated Securities by wire transfer to the accounts
specified by them or by mailing checks to their registered addresses if no such
accounts have been specified.  Each obligation to pay Liquidated Damages shall
be deemed to accrue from and including the day following the applicable Event
Date.

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                                      10

          All obligations of the Company and the Subsidiary Guarantors set forth
in the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time it ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Transfer Restricted Security shall have been satisfied in full.


SECTION 6.     REGISTRATION PROCEDURES

          (a)   EXCHANGE OFFER REGISTRATION STATEMENT.  In connection with the
Exchange Offer, the Company and the Subsidiary Guarantors shall comply with all
of the provisions of Section 6(c) below, shall use their best efforts to effect
such exchange, and shall comply with all of the following provisions:

               (i)  If in the reasonable opinion of counsel to the Company there
     is a question as to whether the Exchange Offer is permitted by applicable
     law, the Company hereby agrees, to the extent reasonably practicable, to
     seek a no-action letter or other favorable decision from the Commission
     allowing the Company and the Subsidiary Guarantors to Consummate an
     Exchange Offer for the Notes.  The Company and the Subsidiary Guarantors
     hereby agree to pursue the issuance of such a decision to the Commission
     staff level but shall not be required to take commercially unreasonable
     action to effect a change of Commission policy.  The Company and the
     Subsidiary Guarantors hereby agree, however, to (A) participate in
     telephonic conferences with the Commission staff, (B) deliver to the
     Commission staff an analysis prepared by counsel to the Company setting
     forth the legal bases, if any, upon which such counsel has concluded that
     such an Exchange Offer should be permitted and (C) diligently pursue a
     resolution (which need not be favorable) by the Commission staff of such
     submission.

               (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Company, prior to the
     Consummation thereof, a written representation to the Company (which may be
     contained in the letter of transmittal contemplated by the Exchange Offer
     Registration Statement) to the effect that (A) it is not an affiliate,
     directly or indirectly, of the Company, (B) it is not engaged in, and does
     not intend to engage in, and has no arrangement or understanding with any
     person to participate in, a distribution of the Series B Senior
     Subordinated Notes to be issued in the Exchange Offer, (C) it is acquiring
     the Series B Senior Subordinated Notes in its ordinary course of business
     and (D) it is not acting on behalf of any Person who could not make the
     foregoing representations.  In addition, all such Holders of Transfer
     Restricted Securities shall otherwise cooperate in the Company's
     preparations for the Exchange Offer.  As a further condition to
     participation in the Exchange Offer, each Holder shall also acknowledge and
     agree that any Holder using the Exchange Offer to participate in a
     distribution of the securities to be acquired in the Exchange Offer (1)

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                                      11

     could not under Commission policy as in effect on the date of this
     Agreement rely on the position of the Commission enunciated in MORGAN
     STANLEY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS
     CORPORATION (available May 13, 1988), as interpreted in the Commission's
     letter to SHEARMAN & STERLING (available July 2, 1993), and similar no-
     action letters (including, if applicable, any no-action letter obtained
     pursuant to clause (i) above), and (2) must comply with the registration
     and prospectus delivery requirements of the Act in connection with a
     secondary resale transaction and that such a secondary resale transaction
     should be covered by an effective registration statement containing the
     selling security holder information required by Item 507 or 508, as
     applicable, of Regulation S-K if the resales are of Series B Senior
     Subordinated Notes obtained by such Holder in exchange for Notes acquired
     by such Holder directly from the Company.

               (iii)  Prior to effectiveness of the Exchange Offer
     Registration Statement, the Company and the Subsidiary Guarantors shall
     provide a supplemental letter to the Commission (A) stating that the
     Company and the Subsidiary Guarantors are registering the Exchange Offer in
     reliance on the position of the Commission enunciated in EXXON CAPITAL
     HOLDINGS CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
     (available June 5, 1991) and, if applicable, any no-action letter obtained
     pursuant to clause (i) above and (B) including a representation that
     neither the Company, any Subsidiary Guarantor, nor any of their respective
     affiliates have entered into any arrangement or understanding with any
     Person to distribute the Series B Senior Subordinated Notes to be received
     in the Exchange Offer and that, to the best of the Company and Subsidiary
     Guarantors' information and belief, each Holder participating in the
     Exchange Offer is acquiring the Series B Senior Subordinated Notes in its
     ordinary course of business and has no arrangement or understanding with
     any Person to participate in the distribution of the Series B Senior
     Subordinated Notes received in the Exchange Offer.

          (b)  SHELF REGISTRATION STATEMENT.  In connection with the Shelf
Registration Statement, the Company and the Subsidiary Guarantors shall comply
with all the provisions of Section 6(c) below and shall use their best efforts
to effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof (as indicated in the information furnished to the Company
pursuant to Section 4(b) hereof), and pursuant thereto the Company and the
Subsidiary Guarantors will prepare and file with the Commission a Shelf
Registration Statement relating to the Registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof.

          (c)  GENERAL PROVISIONS.  In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted 

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                                      12

Securities (including, without limitation, any Registration Statement and the 
related Prospectus required to permit resales of Senior Subordinated Notes by 
Broker-Dealers), the Company and the Subsidiary Guarantors shall:

               (i)   prepare and file with the Commission a Registration
     Statement or Registration Statements as prescribed in Sections 3 and 4
     within the relevant time periods specified in Sections 3 or 4, as the case
     may be, on the appropriate form under the Act, which form (A) shall be
     selected by the Company, (B) shall, in the case of a Shelf Registration, be
     available for the sale of the Transfer Restricted Securities by the selling
     Holders and (C) shall comply as to form in all material respects with the
     requirements of the applicable form and include or incorporate by reference
     all financial statements required by the Commission to be filed therewith;

               (ii)  use their best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for
     the period specified in Section 3 or 4 of this Agreement, as applicable;
     upon the occurrence of any event that would cause any such Registration
     Statement or the Prospectus contained therein (A) to contain a material
     misstatement or omission or (B) not to be effective and usable for resale
     of Transfer Restricted Securities during the period required by this
     Agreement, the Company and the Subsidiary Guarantors shall promptly take
     steps to correct any such misstatement or omission and cause such
     Registration Statement and the related Prospectus to become usable for
     their intended purpose(s) as soon as practicable thereafter;

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

               (iv)  in the case of a Shelf Registration Statement, advise the
     underwriter(s), if any, and selling Holders promptly and, if requested by
     such Persons, to confirm such advice in writing, (A) when the Prospectus or
     any Prospectus supplement or post-effective amendment has been filed, and,
     with respect to any Registration Statement or any post-effective amendment
     thereto, when the same has become effective, 

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                                      13

     (B) of any request by the Commission for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of 
     any stop order suspending the effectiveness of the Registration Statement
     under the Act or of the suspension by any state securities commission or
     other regulatory authority of the qualification of the Transfer Restricted
     Securities for offering or sale in any jurisdiction, or the initiation of
     any proceeding for any of the preceding purposes, and (D) of the existence
     of any fact or the happening of any event that makes any statement of a 
     material fact made in the Registration Statement, the Prospectus, any 
     amendment or supplement thereto, or any document incorporated by reference
     therein untrue, or that requires the making of any additions to or changes
     in the Registration Statement or the Prospectus in order to make the 
     statements therein not misleading.  If at any time the Commission shall 
     issue any stop order suspending the effectiveness of the Registration 
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from 
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, each of the Company and the Subsidiary Guarantors shall
     use its best efforts to obtain the withdrawal or lifting of such order at
     the earliest possible time;

          (v)  in the case of a Shelf Registration Statement, furnish to each of
     the selling Holders covered by any Registration Statement or Prospectus and
     each of the underwriter(s) in connection with such sale, if any, before
     filing with the Commission, copies of any Registration Statement or any
     Prospectus included therein or any amendments or supplements to any such
     Registration Statement or Prospectus, which documents will be subject to
     the review of such Holders and underwriter(s) in connection with such sale,
     if any, for a period of at least five business days, and the Company and
     the Subsidiary Guarantors will not file any such Registration Statement or
     Prospectus or any amendment or supplement to any such Registration
     Statement or Prospectus to which a selling Holder of Transfer Restricted
     Securities covered by such Registration Statement or the underwriter(s) in
     connection with such sale, if any, shall reasonably object within five
     business days after the receipt thereof.  A selling Holder or underwriter,
     if any, shall be deemed to have reasonably objected to such filing if such
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     as proposed to be filed, contains a material misstatement or omission;

          (vi) in the case of a Shelf Registration Statement, promptly prior to
     the filing of any document that is to be incorporated by reference into a
     Registration Statement or Prospectus, if practicable, provide copies of
     such document to the selling Holders covered by such Registration Statement
     and to the underwriter(s) in connection with such sale, if any, and make
     the Company and the Subsidiary Guarantors' representatives available for
     discussion of such document and other customary due diligence matters on
     reasonable prior notice;

<PAGE>

                                      14

          (vii)  make available at reasonable times, in connection with the
     performance of customary business, legal, financial and accounting due
     diligence, for inspection by the selling Holders, any underwriter
     participating in any disposition pursuant to such Registration Statement,
     and any attorney or accountant retained by such selling Holders or any of
     the underwriter(s), financial and other records, pertinent corporate
     documents and properties of the Company and the Subsidiary Guarantors and
     cause the Company and the Subsidiary Guarantors' officers, directors and
     employees, as applicable, to supply all information reasonably requested by
     any such Holder, underwriter, attorney or accountant in connection with
     such Registration Statement subsequent to the filing thereof and prior to
     its effectiveness;

          (viii) in the case of a Shelf Registration Statement, if requested
     by any selling Holders covered by such Registration Statement or the
     underwriter(s) in connection with such sale, if any, promptly incorporate
     in any Registration Statement or Prospectus, pursuant to a supplement or
     post-effective amendment if necessary, such information as such selling
     Holders and underwriter(s), if any, may reasonably request to have included
     therein, including, without limitation, information relating to the "Plan
     of Distribution" of the Transfer Restricted Securities, information with
     respect to the principal amount of Transfer Restricted Securities being
     sold to such underwriter(s), the purchase price being paid therefor and any
     other terms of the offering of the Transfer Restricted Securities to be
     sold in such offering; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Company is notified of the matters to be incorporated in such Prospectus
     supplement or post-effective amendment;

          (ix)   cause the Transfer Restricted Securities covered by the
     Registration Statement to be rated with the appropriate rating agencies, if
     so requested by the Holders of a majority in aggregate principal amount of
     Senior Subordinated Notes covered thereby or the underwriters), if any,
     unless the Transfer-Restricted Securities are already so rated:

          (x)    furnish, upon request, to each selling Holder covered by such
     Registration Statement, without charge, at least one copy of the
     Registration Statement, as first filed with the Commission, and of each
     amendment thereto, including all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

          (xi)   deliver to each selling Holder and to each of the 
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or supplement
     thereto as such Persons reasonably may request; the Company and the 
     Subsidiary Guarantors hereby consent to the use of the Prospectus and 
     any amendment or supplement thereto by each of the selling Holders and
     each of the 

<PAGE>

                                      15

     underwriter(s), if any, in connection with the offering and the sale of 
     the Transfer Restricted Securities covered by the Prospectus or any 
     amendment or supplement thereto, PROVIDED that the Company has not advised
     such Persons otherwise pursuant to Section 6(c)(iii);

          (xii)  in the case of a Shelf Registration Statement, enter into
     such customary agreements (including an underwriting agreement), and make
     such representations and warranties, and take all such other actions in
     connection therewith in order to expedite or facilitate the disposition of
     the Transfer Restricted Securities pursuant to any Shelf Registration
     Statement contemplated by this Agreement, all to such extent as may be
     requested by any Initial Purchaser or by any other Holders of a majority of
     the Transfer Restricted Securities initially covered by the Shelf
     Registration Statement or underwriter in connection with any sale or
     resale, the Company shall:

               (A)  furnish to the Initial Purchasers, each selling Holder and
          each underwriter, if any, in such substance and scope as they may
          request and as are customarily made by issuers to underwriters in
          primary underwritten offerings, upon the effectiveness of the Shelf
          Registration Statement:

                    (1)  a certificate, dated the date of effectiveness of the
               Shelf Registration Statement, signed on behalf of the Company by
               (y) the Chief Executive Officer, President or any Vice President
               and (z) a principal financial or accounting officer of the
               Company, in form and substance reasonably satisfactory to the
               Initial Purchasers, confirming, as of the date thereof, the
               matters set forth in paragraphs (e), (g) and (h) of Section 5 of
               the Purchase Agreement and such other matters as such parties may
               reasonably request;

                    (2)  an opinion or opinions, dated the date of effectiveness
               of the Shelf Registration Statement of counsel for the Company
               covering the matters set forth in Exhibits B-1 and B-2 to the
               Purchase Agreement and such other matters as such parties may
               reasonably request, and, in any event, including a statement to
               the effect that such counsel has participated in conferences with
               officers and other representatives of the Company and the
               Subsidiary Guarantors, representatives of the independent public
               accountants for the Company and the Subsidiary Guarantors, and
               the Initial Purchasers' representatives and their counsel, at
               which the contents of the Registration Statement and related
               matters were discussed, and although such counsel has not
               undertaken to investigate or verify independently and does not
               assume any responsibility for the accuracy, completeness or
               fairness of statements contained in the Registration Statement,
               and that such counsel advises that, on the basis of the 

<PAGE>

                                      16

               foregoing (relying as to materiality to a large extent upon the
               opinions of officers and other representatives of the Company and
               the Subsidiary Guarantors), no facts came to such counsel's 
               attention that caused such counsel to believe that the applicable
               Registration Statement, at the time such Registration Statement
               or any post-effective amendment thereto became effective,
               contained an untrue statement of a material fact or omitted to
               state a material fact required to be stated therein or necessary
               to make the statements therein, in light of the circumstances
               under which they were made not misleading, or that the Prospectus
               contained in such Registration Statement as of its date contained
               an untrue statement of a material fact or omitted to state a
               material fact necessary in order to make the statements therein,
               in light of the circumstances under which they were made, not
               misleading (in each case, except as to financial statements and
               related notes, the financial statement schedules and other
               financial and statistical data included therein, as to which
               counsel need not express any opinion); and

                    (3)  provided that the requesting Holders, underwriters, if
               any, or other such financial intermediary furnish the undertaking
               required in SAS 72, if required, a customary comfort letter,
               dated as of the date of effectiveness of the Shelf Registration
               Statement from the Company's independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               primary underwritten offerings, and affirming the matters set
               forth in the comfort letters delivered pursuant to Section 5(d)
               of the Purchase Agreement, without exception:

               (B)  set forth in full or incorporate by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (C)  deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Company
          pursuant to this clause (xii), if any.

          (xiii)  prior to any public offering of Transfer Restricted
     Securities, cooperate with the selling Holders, the underwriter(s), if any,
     and their respective counsel in connection with the registration and
     qualification of the Transfer Restricted Securities under the securities or
     Blue Sky laws of such jurisdictions as the selling Holders or
     underwriter(s), if any, may request and do any and all other acts or things
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted 

<PAGE>

                                      17

     Securities covered by the Shelf Registration Statement; PROVIDED, HOWEVER,
     that the Company or any Subsidiary Guarantor shall not be required to 
     register or qualify as a foreign corporation where it is not now so 
     qualified or to take any action that would subject it to the service of 
     process in suits or to taxation, other than as to matters and transactions
     relating to the Registration Statement, in any jurisdiction where it is 
     not now so subject;

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

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

          (xvi)   provide a CUSIP number for all Series B Senior Subordinated
     Notes not later than the effective date of the Registration Statement and
     provide the Trustee under the Indenture with printed certificates for the
     Series B Senior Subordinated Notes which are in a form eligible for deposit
     with The Depository Trust Company;

          (xvii)  cooperate and assist in any filings required to be made with
     the NASD and in the performance of any due diligence investigation by any
     underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD;

          (xviii) otherwise use their  best  efforts  to  comply  with  all 
     applicable rules and  regulations of the Commission, and make generally
     available to its security holders, as soon as they are able, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing with the first fiscal
     quarter after the date on which Transfer Restricted Securities are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such Underwritten Offering, beginning with the
     first fiscal quarter commencing after the effective date of the
     Registration Statement; and

<PAGE>
                                      18

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

          Each Holder agrees by acquisition of a Transfer Restricted Security 
that, upon receipt of any notice from the Company of the existence of any 
fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will 
forthwith discontinue disposition of Transfer Restricted Securities pursuant 
to the applicable Registration Statement until such Holder's receipt of the 
copies of the supplemented or amended Prospectus contemplated by Section 
6(c)(xi) hereof, or until it is advised in writing (the "ADVICE)" by the 
Company that the use of the Prospectus may be resumed, and has received 
copies of any additional or supplemental filings that are incorporated by 
reference in the Prospectus.  If so directed by the Company, each Holder will 
deliver to the Company (at the Company's expense) all copies, other than 
permanent file copies then in such Holder's possession, of the Prospectus 
covering such Transfer Restricted Securities that was current at the time of 
receipt of such notice.  In the event the Company shall give any such notice, 
the time period regarding the effectiveness of such Registration Statement 
set forth in Section 3 or 4 hereof, as applicable, shall be extended by the 
number of days during the period from and including the date of the giving of 
such notice pursuant to Section 6(c)(iv)(D) hereof to and including the date 
when each selling Holder covered by such Registration Statement shall have 
received the copies of the supplemented or amended Prospectus contemplated by 
Section 6(c)(xi) hereof or shall have received the Advice.

SECTION 7.  REGISTRATION EXPENSES

          (a)  All expenses incident to the Company and Subsidiary 
Guarantors' performance of or compliance with this Agreement will be borne by 
the Company and Subsidiary Guarantors regardless of whether a Registration 
Statement becomes effective, including without limitation: (1) all 
registration and filing fees and expenses (including filings made by any 
Initial Purchaser or Holder with the NASD (and, if applicable, the fees and 
expenses of any "qualified independent underwriter" and its counsel that may 
be required by the rules and regulations of the NASD)); (ii) all fees and 
expenses of compliance with federal securities and state Blue Sky or 
securities laws; (iii) all expenses of printing (including printing 
certificates for the Series B Senior Subordinated Notes to be issued in the 
Exchange Offer and printing of Prospectuses), messenger and delivery services 
and telephone; (iv) all fees and disbursements of counsel for the Company 
and, subject to Section 7(b) below, the Holders of Transfer Restricted 
Securities; and (v) all fees and disbursements of independent certified 
public 

<PAGE>
                                      19

accountants of the Company (including the expenses of any special audit and 
comfort letters required by or incident to such performance).

          The Company and Subsidiary Guarantors will have no obligation 
hereunder to pay any underwriting discounts, commissions and transfer taxes, 
if any, relating to the sale or disposition of Transfer Restricted Securities 
by a Holder.  The Company and Subsidiary Guarantors will, in any event, bear 
their internal expenses (including, without limitation, all salaries and 
expenses of their officers and employees performing legal or accounting 
duties), the expenses of any annual audit and the fees and expenses of any 
Person, including special experts, retained by the Company.

          (b)  In connection with any Shelf Registration Statement required 
by this Agreement, the Company will reimburse the Initial Purchasers and the 
Holders of Transfer Restricted Securities being registered pursuant to the 
Shelf Registration Statement for one-half of the reasonable fees and 
disbursements of not more than one counsel as may be chosen by the Holders of 
a majority in principal amount of the Transfer Restricted Securities for 
whose benefit such Registration Statement is being prepared.

SECTION 8.  INDEMNIFICATION

          (a)  The Company and the Subsidiary Guarantors agree to indemnify 
and hold harmless (i) each Holder, (ii) each Person, if any, who controls any 
Holder within the meaning of Section 15 of the Act or Section 20(a) of the 
Exchange Act and (iii) the respective officers, directors, partners, 
employees, representatives and agents of any Holder or any controlling Person 
to the fullest extent lawful, from and against any and all losses, 
liabilities, claims, damages and expenses whatsoever (including but not 
limited to attorneys' fees and any and all expenses whatsoever incurred in 
investigating, preparing or defending against any investigation or 
litigation, commenced or threatened, or any claim whatsoever, and any and all 
amounts paid in settlement of any claim or litigation), joint or several, to 
which they or any of them may become subject under the Act, the Exchange Act 
or otherwise, insofar as such losses, liabilities, claims, damages or 
expenses (or actions in respect thereof) arise out of or are based upon any 
untrue statement or alleged untrue statement of a material fact contained in 
any Registration Statement, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading, and will reimburse, 
as incurred, each Holder and each controlling person for any legal or other 
expenses reasonably incurred by such Holder or such controlling person or the 
respective officers, directors, partners, employees, representatives and 
agents of each Initial Purchaser or any controlling person to the fullest 
extent lawful in connection with investigating, defending against or 
appearing as a third-party witness in connection with any such loss, claim, 
liability or action; PROVIDED, HOWEVER, that the Company will not be liable 
in any such case to the extent, but only to the extent, that any 

<PAGE>
                                      20

such loss, liability, claim, damage or expense (i) arises out of or is based 
upon any such untrue statement or alleged untrue statement or omission or 
alleged omission made therein in reliance upon and in conformity with written 
information furnished to the Company by or on behalf of the Holders or 
underwriters expressly for use therein or (ii) is caused by any untrue 
statement or omission, or any alleged untrue statement or omission, made in a 
Prospectus but eliminated or remedied in a subsequent Prospectus, if (A) the 
Company shall have previously furnished copies thereof to the Holders in 
accordance with this Agreement, (B) a copy of the Prospectus was not sent or 
given by such Holders or on their behalf to the Person asserting such losses, 
liabilities, claims or damages at or prior to the written confirmation of the 
sale of the Senior Subordinated Notes to such Person, (C) such subsequent 
Prospectus would have completely corrected such untrue statement or omission, 
and (D) the matters set forth in clauses (A), (B) and (C) are found to have 
occurred pursuant to a final judgment of a court of competent jurisdiction.  
This indemnity agreement will be in addition to any liability which the 
Company and the Subsidiary Guarantors may otherwise have, including under 
this Agreement.

          (b)  Each Holder, including the Initial Purchasers, severally and 
not jointly, agrees to indemnify and hold harmless (i) each of the Company or 
any Subsidiary Guarantors, (ii) each Person, if any, who controls the Company 
and the Subsidiary Guarantors within the meaning of Section 15 of the Act or 
Section 20(a) of the Exchange Act and (iii) their respective officers, 
directors, partners, members, employees, representatives and agents or any 
controlling Person to the fullest extent lawful from and against any losses, 
liabilities, claims, damages and expenses whatsoever (including but not 
limited to attorneys' fees and any and all expenses whatsoever incurred in 
investigating, preparing or defending against any investigation or 
litigation, commenced or threatened, or any claim whatsoever and any and all 
amounts paid in settlement of any claim or litigation), joint or several, to 
which they or any of them may become subject under the Act, the Exchange Act 
or otherwise, insofar as such losses, liabilities, claims, damages or 
expenses (or actions in respect thereof) arise out of or are based upon any 
untrue statement or alleged untrue statement of a material fact contained in 
the Prospectus, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein, in the light of the circumstances 
under which they were made, not misleading, in each case to the extent, but 
only to the extent, that any such loss, liability, claim, damage or expense 
arises out of or is based upon any untrue statement or alleged untrue 
statement or omission or alleged omission made therein in reliance upon and 
in conformity with written information furnished to the Company by or on 
behalf of that Holder expressly for use therein; PROVIDED, HOWEVER, that in 
no case shall any Holder be liable or responsible for any amount in excess of 
the dollar amount of the proceeds received by such Holder upon the sale of 
the Transfer Restricted Securities giving rise to such indemnification 
obligation.  This indemnity will be in addition to any liability which any 
Holder may otherwise have, including under this Agreement.

          (c)  Promptly after receipt by an indemnified party under 
subsection (a) or (b) above of notice of the commencement of any action, such 
indemnified party shall, if a claim in 

<PAGE>
                                      21

respect thereof is to be made against the indemnifying party under such 
subsection, notify each party against whom indemnification is to be sought in 
writing of the commencement thereof (but the failure so to notify an 
indemnifying party shall not relieve it from any liability which it may have 
under this Section 8 except to the extent that it has been prejudiced in any 
material respect by such failure or from any liability which it may otherwise 
have).  In case any such action is brought against any indemnified party, and 
it notifies an indemnifying party of the commencement thereof, the 
indemnifying party will be entitled to participate therein, and to the extent 
it may elect by written notice delivered to the indemnified party promptly 
after receiving the aforesaid notice from such indemnified party, to assume 
the defense thereof with counsel reasonably satisfactory to such indemnified 
party.  Notwithstanding the foregoing, the indemnified party or parties shall 
have the right to employ its or their own counsel in any such case, but the 
fees and expenses of such counsel shall be at the expense of such indemnified 
party or parties unless (i) the employment of such counsel shall have been 
authorized in writing by the indemnifying parties in connection with the 
defense of such action, (ii) the indemnifying parties shall not have employed 
counsel to take charge of the defense of such action within a reasonable time 
after notice of commencement of the action, or (iii) such indemnified party 
or parties shall have reasonably concluded that there may be defenses 
available to it or them which are different from or additional to those 
available to one or all of the indemnifying parties (in which case the 
indemnifying party or parties shall not have the right to direct the defense 
of such action on behalf of the indemnified party or parties), in any of 
which events such fees and expenses of counsel shall be borne by the 
indemnifying parties; PROVIDED, HOWEVER, that the indemnifying party under 
subsection (a) or (b) above shall only be liable for the legal expenses of 
one counsel (in addition to any local counsel) for all indemnified parties in 
each jurisdiction in which any claim or action is brought.  Anything in this 
subsection to the contrary notwithstanding, an indemnifying party shall not 
be liable for any settlement of any claim or action effected without its 
prior written consent; PROVIDED, HOWEVER, that such consent was not 
unreasonably withheld.

          (d)  In order to provide for contribution in circumstances in which 
the indemnification provided for in this Section 8 is for any reason held to 
be unavailable from the Company and Subsidiary Guarantors or is insufficient 
to hold harmless a party indemnified thereunder, the Company and the 
Subsidiary Guarantors, on the one hand, and the Holders, on the other hand, 
shall contribute to the aggregate losses, claims, damages, liabilities and 
expenses of the nature contemplated by such indemnification provision 
(including any investigation, legal and other expenses incurred in connection 
with, and any amount paid in settlement of, any action, suit or proceeding or 
any claims asserted, but after deducting in the case of losses, claims, 
damages, liabilities and expenses suffered by the Company and the Subsidiary 
Guarantors, any contribution received by the Company and the Subsidiary 
Guarantors from Persons, other than the Holders, who may also be liable for 
contribution, including Persons who control the Company within the meaning of 
Section 15 of the Act or Section 20(a) of the Exchange Act) to which the 
Company, the Subsidiary Guarantors and any Holder may be subject, in such 
proportion as is appropriate to reflect the relative benefits received by the 

<PAGE>
                                      22

Company and the Subsidiary Guarantors, on one hand, and the Holders, on the 
other hand, from their sale of Transfer Restricted Securities or, if such 
allocation is not permitted by applicable law or indemnification is not 
available as a result of the indemnifying party not having received notice as 
provided in this Section 8, in such proportion as is appropriate to reflect 
the relative fault of the Company and the Subsidiary Guarantors, on one hand, 
and the Holders, on the other hand, in connection with the statements or 
omissions which resulted in such losses, claims, damages, liabilities or 
expenses, as well as any other relevant equitable considerations.  The 
relative fault of the Company and the Subsidiary Guarantors, on one hand, and 
of the Holders, on the other hand, shall be determined by reference to, among 
other things, whether the untrue or alleged untrue statement of a material 
fact or the omission or alleged omission to state a material fact relates to 
information supplied by the Company and the Subsidiary Guarantors or the 
Holders and the parties' relative intent, knowledge and access to information 
and opportunity to correct or prevent such statement or omission.  The 
Company, the Subsidiary Guarantors and the Holders agree that it would not be 
just and equitable if contribution pursuant to this Section 8 were determined 
by PRO RATA allocation or by any other method of allocation which does not 
take into account the equitable considerations referred to above. 
Notwithstanding the provisions of this Section 8, (i) in no case shall any 
Holder be required to contribute any amount in excess of the amount by which 
the total value of the Senior Subordinated Notes held by such Holder exceeds 
the amount of any damages which such Holder has otherwise been required to 
pay by reason of such untrue or alleged untrue statement or omission or 
alleged omission and (ii) no Person guilty of fraudulent misrepresentation 
(within the meaning of Section 11(f) of the Act) shall be entitled to 
contribution from any Person who was not guilty of such fraudulent 
misrepresentation.  For purposes of this Section 8, (A) each Person, if any, 
who controls any Holder within the meaning of Section 15 of the Act or 
Section 20(a) of the Exchange Act, and (B) the respective officers, 
directors, partners, employees, representatives and agents of any Holder or 
any controlling Person shall have the same rights to contribution as such 
Holder, and each Person, if any, who controls the Company within the meaning 
of Section 15 of the Act or Section 20(a) of the Exchange Act shall have the 
same rights to contribution as the Company, subject in each case to clauses 
(i) and (ii) of this Section 8(d).  Any party entitled to contribution will, 
promptly after receipt of notice of commencement of any action, suit or 
proceeding against such party in respect of which a claim for contribution 
may be made against another party or parties under this Section 8, notify 
such party or parties from whom contribution may be sought, but the failure 
to so notify such party or parties shall not relieve the party or parties 
from whom contribution may be sought from any obligation it or they may have 
under this Section 8 or otherwise.  No party shall be liable for contribution 
with respect to any action or claim settled without its prior written 
consent; PROVIDED, HOWEVER, that such written consent was not unreasonably 
withheld.

          (e)  The obligations of the Company and each and every Subsidiary 
Guarantor hereunder shall be joint and several.

<PAGE>
                                      23

SECTION 9.  RULE 144A

          The Company and the Subsidiary Guarantors hereby agree with each 
Holder, for so long as any Transfer Restricted Securities remain outstanding, 
to make available, upon request, to any Holder or beneficial owner of 
Transfer Restricted Securities in connection with any sale thereof and any 
prospective purchaser of such Transfer Restricted Securities from such Holder 
or beneficial owner, the information required by Rule 144A(d)(4) under the 
Act in order to permit resales of such Transfer Restricted Securities 
pursuant to Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

          No Holder may participate in any Underwritten Registration 
hereunder unless such Holder (a) agrees to sell such Holder's Transfer 
Restricted Securities on the basis provided in any underwriting arrangements 
requested by the Persons entitled hereunder to request such arrangements and 
(b) completes and executes all reasonable questionnaires, powers of attorney, 
indemnities, underwriting agreements, lock-up letters and other documents 
required under the terms of such underwriting arrangements.

SECTION 11. SELECTION OF UNDERWRITERS

          The Holders of Transfer Restricted Securities covered by the Shelf 
Registration Statement who desire to do so may sell such Transfer Restricted 
Securities in an Underwritten Offering.  In any such Underwritten Offering, 
the investment banker or investment bankers and manager or managers that will 
administer the offering will be selected by the Holders of a majority in 
aggregate principal amount of the Transfer Restricted Securities included in 
such offering; PROVIDED, that such investment bankers and managers must be 
reasonably satisfactory to the Company.

SECTION 12. MISCELLANEOUS

          (a)  REMEDIES.  The Company and each Subsidiary Guarantor agree 
that monetary damages (including the Liquidated Damages contemplated hereby) 
would not be adequate compensation for any loss incurred by reason of their 
breach of the provisions of this Agreement and hereby agree to waive the 
defense in any action for specific performance that a remedy at law would be 
adequate.

          (b)  NO INCONSISTENT AGREEMENTS.  The Company and each Subsidiary 
Guarantor will not, on or after the date of this Agreement, enter into any 
agreement with respect to their securities that is inconsistent with the 
rights granted to the Holders in this Agreement or 

<PAGE>
                                      24

otherwise conflicts with the provisions hereof.  Neither the Company nor any 
Subsidiary Guarantor has previously entered into any agreement granting any 
registration rights with respect to the Transfer Restricted Securities to any 
Person, except pursuant to this Agreement.  The rights granted to the Holders 
hereunder do not in any way conflict with and are not inconsistent with the 
rights granted to the holders of the Company or Subsidiary Guarantors' 
securities under any agreement in effect on the date hereof.

          (c)  ADJUSTMENTS AFFECTING THE SENIOR SUBORDINATED NOTES.  The 
Company and the Subsidiary Guarantors, will not take any action, or permit 
any change to occur, with respect to the Senior Subordinated Notes that would 
materially and adversely affect the ability of the Holders to participate in 
the Exchange Offer.

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

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

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

               (ii)  if to the Company or any Subsidiary Guarantor:

                    Fleming Companies, Inc.
                    P.O. Box 26647
                    6301 Waterford Boulevard
                    Oklahoma City, Oklahoma  73216
                    Telecopier No.: (405) 840-7202
                    Attention: John M. Thompson

<PAGE>
                                      25

               With a copy to:

                    McAfee & Taft
                    Tenth Floor, Two Leadership Square
                    211 North Robinson
                    Oklahoma City, Oklahoma  73102-7101
                    Telecopier No.: (405) 235-0439
                    Attention:  Brice E. Tarzwell

               (iii)  Notice to the Company shall be deemed notice to any and
     every Subsidiary Guarantor.

          All such notices and communications shall be deemed to have been 
duly given: at the time delivered by hand, if personally delivered; five 
business days after being deposited in the mail, postage prepaid, if mailed; 
when answered back, if telexed; when receipt acknowledged, if telecopied; and 
on the next business day, if timely delivered to an air courier guaranteeing 
overnight delivery.

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

          (f)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the 
benefit of and be binding upon the successors and assigns of each of the 
parties, including without limitation and without the need for an express 
assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED, 
HOWEVER, that this Agreement shall not inure to the benefit of or be binding 
upon a successor or assign of a Holder unless and to the extent such 
successor or assign acquired Transfer Restricted Securities from such Holder.

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

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

          (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS 
OF THE STATE OF NEW YORK.

          (j)  SEVERABILITY.  In the event that any one or more of the 
provisions contained herein, or the application thereof in any circumstance, 
is held invalid, illegal or unenforceable, 

<PAGE>
                                      26

the validity, legality and enforceability of any such provision in every 
other respect and of the remaining provisions contained herein shall not be 
affected or impaired thereby.

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

<PAGE>

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

                         BEAR, STEARNS & CO. INC.



                         By: /s/  J. Andrew Bugas
                             -----------------------------------
                            Name:  J. Andrew Bugas
                            Title: Senior Managing Director


                         CHASE SECURITIES INC.



                         By: /s/  James P. Casey
                             -----------------------------------
                            Name:  James P. Casey
                            Title: Managing Director


                         BANCAMERICA SECURITIES, INC.



                         By: /s/  Thomas J. McGrath
                             -----------------------------------
                            Name:  Thomas J. McGrath
                            Title: Managing Director


                         SOCIETE GENERALE SECURITIES CORPORATION



                         By: /s/  David M. Malcolm
                             -----------------------------------
                            Name:  David M. Malcolm
                            Title: Managing Director

<PAGE>

                         FLEMING COMPANIES, INC.



                         By:  /s/ John M. Thompson
                             -----------------------------------
                            Name:  John M. Thompson
                            Title:  Vice President



                         ABCO MARKETS INC.
                         ABCO REALTY CORP.
                         FLEMING FOREIGN SALES CORPORATION
                         FLEMING INTERNATIONAL LTD.
                         FLEMING SUPERMARKETS OF FLORIDA, INC.
                         FLEMING TRANSPORTATION SERVICE, INC.
                         FLEMING WHOLESALE, INC.
                         GATEWAY INSURANCE AGENCY, INC.
                         LAS, INC.
                         PIGGLY WIGGLY COMPANY
                         PROGRESSIVE REALTY, INC.
                         RETAIL SUPERMARKETS, INC.
                         RFS MARKETING SERVICES, INC.
                         SCRIVNER TRANSPORTATION, INC.
                         SMARTRANS, INC.
                         UNIVERSITY FOODS, INC.

                         Each, a Subsidiary Guarantor



                         By:  /s/ John M. Thompson
                             -----------------------------------
                            Name:  John M. Thompson
                            Title:  Vice President