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                                                                    EXHIBIT 4.20

                           TECHNICAL OLYMPIC USA, INC.

                                   $35,000,000

                   10 3/8% Senior Subordinated Notes Due 2012

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                  April 22, 2003

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

                  Technical Olympic USA, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to issue and sell to
Citigroup Global Markets Inc. (the "Initial Purchaser"), upon the terms set
forth in a purchase agreement, dated April 15, 2003 (the "Purchase Agreement"),
$35,000,000 aggregate principal amount of its 10 3/8% Senior Subordinated Notes
due 2012 (the "Notes") relating to the initial placement of the Notes (the
"Initial Placement"). The Notes will be unconditionally guaranteed (the
"Guarantees" and together with the Notes, the "Securities") on a senior
subordinated unsecured basis by each of the Company's direct and indirect
domestic subsidiaries set forth on the signature page hereto (the "Guarantors").
To induce the Initial Purchaser to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Guarantors agree with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchaser) and the New
Securities (as defined herein) (each a "Holder" and, together, the "Holders"),
as follows:

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

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

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                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement, or such shorter
period as will terminate when all New Securities held by Exchanging Dealers or
Initial Purchaser have been sold pursuant thereto.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
the Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of June 25, 2002, between the Company, the Guarantors and
Wells Fargo Bank Minnesota, National Association, as trustee, as the same may be
amended from time to time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and/or New Securities, as applicable,
registered under a Registration Statement.

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                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Notes" shall mean debt securities of the Company,
guaranteed by the Guarantors, identical in all material respects to the Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Indenture or the New Securities Indenture.

                  "New Securities" shall mean debt securities of the Company and
the related guarantees of the Guarantors, identical in all material respects to
the Securities (except that the cash interest and interest rate step-up
provisions and the transfer restrictions shall be modified or eliminated, as
appropriate) and to be issued under the Indenture or the New Securities
Indenture.

                  "New Securities Indenture" shall mean an indenture between the
Company, the Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchaser, as trustee with respect to the
New Securities under the New Securities Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Notes and Related Guarantees.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Related Guarantees" shall mean the guarantees of the
Guarantors to be issued under the Indenture or the New Securities Indenture in
respect of New Notes.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

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                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Guarantors pursuant to the
provisions of Section 3 hereof which covers some or all of the Securities and/or
New Securities, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities and New Securities under the Indenture.

                  "Underwriter" shall mean any underwriter of Securities or New
Securities in connection with an offering thereof under a Registration
Statement.

                  2.       Registered Exchange Offer.

                           (a)      The Company and the Guarantors shall
         prepare, at their cost, and, not later than 90 days following the date
         of the original issuance of the Securities (or if such 90th day is not
         a Business Day, the next succeeding Business Day), shall file with the
         Commission the Exchange Offer Registration Statement with respect to
         the Registered Exchange Offer. The Company and the Guarantors shall use
         their best efforts to cause the Exchange Offer Registration Statement
         to become effective under the Act not later than 180 days following the
         date of the original issuance of the Securities (or if such 180th day
         is not a Business Day, the next succeeding Business Day).

                           (b)      Upon the effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall promptly
         commence the Registered Exchange Offer, it being the objective of such
         Registered Exchange Offer to enable each Holder electing to exchange
         Securities for New Securities (assuming that such Holder is not an
         Affiliate of the Company, acquires the New Securities in the ordinary
         course of such Holder's business, has no arrangements with any Person
         to participate in the distribution of the New Securities and is not
         prohibited by any law or policy of the Commission from participating in
         the Registered Exchange Offer) and to trade such New Securities from
         and after their receipt without any limitations or restrictions under
         the Act and without material restrictions under the securities laws of
         a substantial proportion of the several states of the United States.

                           (c)      In connection with the Registered Exchange
         Offer, the Company and the Guarantors shall:

                                    (i)      mail to each Holder a copy of the
                  Prospectus forming part of the Exchange Offer Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

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                                    (ii)     keep the Registered Exchange Offer
                  open for not less than 20 business days and not more than 45
                  days after the date notice thereof is mailed to the Holders
                  (or, in each case, longer if required by applicable law);

                                    (iii)    use their best efforts to keep the
                  Exchange Offer Registration Statement continuously effective
                  under the Act, supplemented and amended as required, under the
                  Act to ensure that it is available for sales of New Securities
                  by Exchanging Dealers or the Initial Purchaser during the
                  Exchange Offer Registration Period;

                                    (iv)     utilize the services of a
                  depositary for the Registered Exchange Offer with an address
                  in the Borough of Manhattan in New York City, which may be the
                  Trustee, the New Securities Trustee or an Affiliate of either
                  of them;

                                    (v)      permit Holders to withdraw tendered
                  Securities at any time prior to the close of business, New
                  York time, on the last Business Day on which the Registered
                  Exchange Offer is open;

                                    (vi)     prior to effectiveness of the
                  Exchange Offer Registration Statement, provide a supplemental
                  letter to the Commission (A) stating that the Company and the
                  Guarantors are conducting the Registered Exchange Offer in
                  reliance on the position of the Commission in Exxon Capital
                  Holdings Corporation (pub. avail. May 13, 1988), Morgan
                  Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B)
                  including a representation that the Company and the Guarantors
                  have not entered into any arrangement or understanding with
                  any Person to distribute the New Securities to be received in
                  the Registered Exchange Offer and that, to the best of their
                  information and belief, each Holder participating in the
                  Registered Exchange Offer is acquiring the New Securities in
                  the ordinary course of business and has no arrangement or
                  understanding with any Person to participate in the
                  distribution of the New Securities; and

                                    (vii)    comply in all material respects
                  with all applicable laws.

                           (d)      As soon as practicable after the close of
         the Registered Exchange Offer, the Company and the Guarantors shall:

                                    (i)      accept for exchange all Notes
                  tendered and not validly withdrawn pursuant to the Registered
                  Exchange Offer;

                                    (ii)     deliver to the Trustee for
                  cancellation in accordance with Section 5(s) all Notes so
                  accepted for exchange; and

                                    (iii)    cause the Trustee or New Securities
                  Trustee, as the case may be, promptly to authenticate and
                  deliver to each Holder of Securities a principal amount of New
                  Notes equal to the principal amount of the Notes of such
                  Holder so accepted for exchange.

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                           (e)      Each Holder hereby acknowledges and agrees
         that any Broker-Dealer and any such Holder using the Registered
         Exchange Offer to participate in a distribution of the New Securities
         (x) could not under Commission policy as in effect on the date of this
         Agreement rely on the position of the Commission in Morgan Stanley and
         Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993 and
         similar no-action letters; and (y) must comply with the registration
         and prospectus delivery requirements of the Act in connection with any
         secondary resale transaction which must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K under the Act if the resales are of New Securities obtained by such
         Holder in exchange for Securities acquired by such Holder directly from
         the Company or one of its Affiliates. Accordingly, each Holder
         participating in the Registered Exchange Offer shall be required to
         represent to the Company and the Guarantors that, at the time of the
         consummation of the Registered Exchange Offer:

                                    (i)      any New Securities received by such
                  Holder will be acquired in the ordinary course of business;

                                    (ii)     such Holder will have no
                  arrangement or understanding with any Person to participate in
                  the distribution of the Securities or the New Securities
                  within the meaning of the Act;

                                    (iii)    such Holder is not an Affiliate of
                  the Company or any of the Guarantors or if it is an Affiliate,
                  such Holder will comply with the registration and prospectus
                  delivery requirements of the Act to the extent applicable;

                                    (iv)     if such Holder is not a
                  Broker-Dealer, that it is not engaged in, and does not intend
                  to engage in, the distribution of the New Securities; and

                                    (v)      if such Holder is a Broker-Dealer,
                  that it will receive New Securities for its own account in
                  exchange for Securities that were acquired as a result of
                  market-making activities or other trading activities and that
                  it will deliver a prospectus in connection with any resale of
                  such New Securities.

                           (f)      If the Initial Purchaser determines that it
         is not eligible to participate in the Registered Exchange Offer with
         respect to the exchange of Securities constituting any portion of an
         unsold allotment, at the request of the Initial Purchaser, the Company
         and the Guarantors shall issue and deliver to the Initial Purchaser or
         the Person purchasing New Securities registered under a Shelf
         Registration Statement as contemplated by Section 3 hereof from the
         Initial Purchaser, in exchange for such Securities, a like principal
         amount of New Notes and Related Guarantees. The Company and the
         Guarantors shall use their reasonable efforts to cause the CUSIP
         Service Bureau to issue the same CUSIP number for such New Securities
         as for New Securities issued pursuant to the Registered Exchange Offer.

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         3.       Shelf Registration.

                  (a)      If (i) due to any change in law or applicable
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
the Exchange Offer Registration Statement is not declared effective within 180
days following the date of the original issuance of the Securities or the
Registered Exchange Offer is not consummated within 45 days following the date
that is 180 days following the date of the original issuance; (iii) the Initial
Purchaser so requests with respect to Securities that are not eligible to be
exchanged for New Securities in the Registered Exchange Offer and that are held
by it following consummation of the Registered Exchange Offer; (iv) any Holder
(other than the Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer or does not receive freely tradeable New Securities in
the Registered Exchange Offer other than by reason of such Holder being an
Affiliate of the Company (it being understood that the requirement that a
participating Broker-Dealer deliver the prospectus contained in the Exchange
Offer Registration Statement in connection with sales of New Securities shall
not result in such New Securities being not "freely tradeable"); or (v) in the
case of the Initial Purchaser that participates in the Registered Exchange Offer
or acquires New Securities pursuant to Section 2(f) hereof, the Initial
Purchaser does not receive freely tradeable New Securities in exchange for
Securities constituting any portion of an unsold allotment (it being understood
that (x) the requirement that the Initial Purchaser deliver a Prospectus
containing the information required by Item 507 or 508 of Regulation S-K under
the Act in connection with sales of New Securities acquired in exchange for such
Securities shall result in such New Securities being not "freely tradeable;" and
(y) the requirement that an Exchanging Dealer deliver a Prospectus in connection
with sales of New Securities acquired in the Registered Exchange Offer in
exchange for Securities acquired as a result of market-making activities or
other trading activities shall not result in such New Securities being not
"freely tradeable") the Company and the Guarantors shall effect a Shelf
Registration Statement in accordance with subsection (b) below.

                  (b)      If required pursuant to subsection (a) above,

                           (i)      the Company and the Guarantors, at their
         cost, shall as promptly as practicable, file with the Commission and
         thereafter shall use their best efforts to cause to be declared
         effective under the Act a Shelf Registration Statement relating to the
         offer and sale of the Securities or the New Securities, as applicable,
         by the Holders thereof from time to time in accordance with the methods
         of distribution elected by such Holders and set forth in such Shelf
         Registration Statement; provided, however, that no Holder (other than
         the Initial Purchaser) shall be entitled to have the Securities or New
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all of the
         provisions of this Agreement applicable to such Holder; and provided
         further, that with respect to New Securities received by the Initial
         Purchaser in exchange for Securities constituting any portion of an
         unsold allotment, the Company and the Guarantors may, if permitted by
         current interpretations by the Commission's staff, file a
         post-effective amendment to the

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         Exchange Offer Registration Statement containing the information
         required by Item 507 or 508 of Regulation S-K, as applicable, in
         satisfaction of their obligations under this subsection with respect
         thereto, and any such Exchange Offer Registration Statement, as so
         amended, shall be referred to herein as, and governed by the provisions
         herein applicable to, a Shelf Registration Statement.

                           (ii)     the Company and the Guarantors shall use
         their best efforts to keep the Shelf Registration Statement
         continuously effective, supplemented and amended as required by the
         Act, in order to permit the Prospectus forming part thereof to be
         usable by Holders for a period the earlier of (A) the time when all of
         the Securities or New Securities, as applicable, covered by the Shelf
         Registration Statement can be sold pursuant to Rule 144 without
         limitation under clauses (c), (e), (f) and (h) of Rule 144, (B) the
         date on which all the Securities or New Securities, as applicable,
         covered by the Shelf Registration Statement have been sold pursuant to
         the Shelf Registration Statement, and (C) the date two years from the
         date the Shelf Registration Statement is declared effective by the
         Commission (in any such case, such period being called the "Shelf
         Registration Period"). The Company and the Guarantors shall be deemed
         not to have used their best efforts to keep the Shelf Registration
         Statement effective during the requisite period if they voluntarily
         take any action that would result in Holders of Securities or New
         Securities covered thereby not being able to offer and sell such
         Securities or New Securities during that period, unless (A) such action
         is required by applicable law; or (B) such action is taken by the
         Company and the Guarantors in good faith and for valid business reasons
         (not including avoidance of the Company's and the Guarantors'
         obligations hereunder), including the acquisition or divestiture of
         assets, so long as the Company and the Guarantors promptly thereafter
         comply with the requirements of Section 5(k) hereof, if applicable.

                           (iii)    the Company and the Guarantors shall cause
         the Shelf Registration Statement and the related Prospectus and any
         amendment or supplement thereto, as of the effective date of the Shelf
         Registration Statement or such amendment or supplement, (A) to comply
         in all material respects with the applicable requirements of the
         Securities Act and the rules and regulations of the Commission; and (B)
         not to contain any untrue statement of a material fact or omit to state
         a material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

         4.       Special Interest. If (a) on or prior to the 90th day following
the original issue date of the Securities, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the Commission, (b) on or prior to the 180th day following the original issue
date of the Securities, neither the Exchange Offer Registration Statement nor
the Shelf Registration Statement has been declared effective, (c) on or prior to
the 45th day following the date the Exchange Offer Registration Statement is
first declared effective, neither the Registered Exchange Offer has been
consummated nor the Shelf Registration Statement has been declared effective, or
(d) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration

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Statement thereafter ceases to be effective or usable in connection with resales
of Securities or New Securities in accordance with and during the periods
specified in this Agreement (each such event referred to in clauses (a) through
(d), a ("Registration Default"), interest ("Special Interest") will accrue on
the principal amount of the Securities and the New Securities (in addition to
the stated interest on the Securities and New Securities) from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all Registration Defaults have been cured. Special Interest will
accrue at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of such Registration Default and shall increase by
0.25% per annum at the end of each subsequent 90-day period, but in no event
shall such rate exceed 1.00% per annum.

                  All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Security at the
time such Security is exchanged for a New Security shall survive until such time
as all such obligations with respect to such Security have been satisfied in
full.

                  5.       Additional Registration Procedures. In connection
with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply.

                           (a)      The Company and the Guarantors shall:

                                    (i)      furnish to you, not less than five
                  Business Days prior to the filing thereof with the Commission,
                  a copy of any Exchange Offer Registration Statement and any
                  Shelf Registration Statement, and each amendment thereof and
                  each amendment or supplement, if any, to the Prospectus
                  included therein (including all documents incorporated by
                  reference therein after the initial filing) and shall use
                  their commercially reasonable best efforts to reflect in each
                  such document, when so filed with the Commission, such
                  comments as you reasonably propose;

                                    (ii)     include the information set forth
                  in Annex A hereto on the facing page of the Exchange Offer
                  Registration Statement, in Annex B hereto in the forepart of
                  the Exchange Offer Registration Statement in a section setting
                  forth details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                                    (iii)    if requested by the Initial
                  Purchaser, include the information required by Item 507 or 508
                  of Regulation S-K, as applicable, in the Prospectus contained
                  in the Exchange Offer Registration Statement; and

                                    (iv)     in the case of a Shelf Registration
                  Statement, include the names of the Holders that propose to
                  sell Securities or New Securities, as applicable, pursuant to
                  the Shelf Registration Statement as selling security holders.

                                       9

<PAGE>

                           (b)      The Company and the Guarantors shall ensure
         that:

                                    (i)      any Registration Statement and any
                  amendment thereto and any Prospectus forming part thereof and
                  any amendment or supplement thereto complies in all material
                  respects with the Act and the rules and regulations
                  thereunder; and

                                    (ii)     any Registration Statement and any
                  amendment thereto does not, when it becomes effective, contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading.

                           (c)      The Company and the Guarantors shall advise
         you, the Holders of Securities or New Securities covered by any Shelf
         Registration Statement and any Exchanging Dealer or the Initial
         Purchaser under any Exchange Offer Registration Statement that has
         provided in writing to the Company and the Guarantors a telephone or
         facsimile number and address for notices, and, if requested by you or
         any such Holder, Exchanging Dealer or the Initial Purchaser, shall
         confirm such advice in writing (which notice pursuant to clauses
         (ii)-(v) hereof shall be accompanied by an instruction to suspend the
         use of the Prospectus until the Company and the Guarantors shall have
         remedied the basis for such suspension):

                                    (i)      when a Registration Statement and
                  any amendment thereto has been filed with the Commission and
                  when the Registration Statement or any post-effective
                  amendment thereto has become effective;

                                    (ii)     of any request by the Commission
                  for any amendment or supplement to the Registration Statement
                  or the Prospectus or for additional information;

                                    (iii)    of the issuance by the Commission
                  of any stop order suspending the effectiveness of the
                  Registration Statement or the initiation of any proceedings
                  for that purpose;

                                    (iv)     of the receipt by the Company and
                  the Guarantors of any notification with respect to the
                  suspension of the qualification of the Securities or New
                  Securities included therein for sale in any jurisdiction or
                  the initiation of any proceeding for such purpose; and

                                    (v)      of the happening of any event that
                  requires any change in the Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading.

                           (d)      The Company and the Guarantors shall use
         their best efforts to obtain the withdrawal of any order suspending the
         effectiveness of any Registration

                                       10

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         Statement or the qualification of the Securities or New Securities
         therein for sale in any jurisdiction at the earliest possible time.

                           (e)      The Company and the Guarantors shall furnish
         to each Holder of Securities or New Securities covered by any Shelf
         Registration Statement, without charge, at least one copy of such Shelf
         Registration Statement and any post-effective amendment thereto,
         including all material incorporated therein by reference, and, if the
         Holder so requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (f)      The Company and the Guarantors shall, during
         the Shelf Registration Period, deliver to each Holder of Securities or
         New Securities covered by any Shelf Registration Statement, without
         charge, as many copies of the Prospectus (including each preliminary
         Prospectus) included in such Shelf Registration Statement and any
         amendment or supplement thereto as such Holder may reasonably request.
         The Company and the Guarantors consent to the use of the Prospectus or
         any amendment or supplement thereto by each of the selling Holders of
         Securities or New Securities in connection with the offering and sale
         of the Securities or New Securities covered by the Prospectus, or any
         amendment or supplement thereto, included in the Shelf Registration
         Statement.

                           (g)      The Company and the Guarantors shall furnish
         to each Exchanging Dealer or the Initial Purchaser which so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including all
         material incorporated by reference therein, and, if the Exchanging
         Dealer so requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (h)      The Company and the Guarantors shall
         promptly deliver to the Initial Purchaser, each Exchanging Dealer and
         each other Person required to deliver a Prospectus during the Exchange
         Offer Registration Period, without charge, as many copies of the
         Prospectus included in such Exchange Offer Registration Statement and
         any amendment or supplement thereto as any such Person may reasonably
         request. The Company and the Guarantors consent to the use of the
         Prospectus or any amendment or supplement thereto by the Initial
         Purchaser, any Exchanging Dealer and any such other Person that may be
         required to deliver a Prospectus following the Registered Exchange
         Offer in connection with the offering and sale of the New Securities
         covered by the Prospectus, or any amendment or supplement thereto,
         included in the Exchange Offer Registration Statement.

                           (i)      Prior to the Registered Exchange Offer or
         any other offering of Securities or New Securities pursuant to any
         Registration Statement, the Company and the Guarantors shall arrange,
         if necessary, for the qualification of the Securities or the New
         Securities for sale under the laws of such jurisdictions as any Holder
         shall reasonably request and will maintain such qualification in effect
         so long as required; provided that in no event shall the Company and
         the Guarantors be obligated to qualify to do business in any
         jurisdiction where they are not then so qualified or to take any action

                                       11

<PAGE>

         that would subject them to service of process in suits or taxation,
         other than those arising out of the Initial Placement, the Registered
         Exchange Offer or any offering pursuant to a Shelf Registration
         Statement, in any such jurisdiction where they are not then so subject.

                           (j)      The Company and the Guarantors shall
         cooperate with the Holders of Securities and New Securities to
         facilitate the timely preparation and delivery of certificates
         representing New Securities or Securities to be issued or sold pursuant
         to any Registration Statement free of any restrictive legends and in
         such denominations and registered in such names as Holders may request.

                           (k)      Upon the occurrence of any event
         contemplated by subsections (c)(ii) through (v) above, the Company and
         the Guarantors shall promptly prepare a post-effective amendment to the
         applicable Registration Statement or an amendment or supplement to the
         related Prospectus or file any other required document so that, as
         thereafter delivered to the Initial Purchaser or Exchanging Dealers,
         the Prospectus will not include 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. In such circumstances, the period of effectiveness of
         the Exchange Offer Registration Statement provided for in Section 2 and
         the Shelf Registration Statement provided for in Section 3(b) shall
         each be extended by the number of days from and including the date of
         the giving of a notice of suspension pursuant to Section 5(c) to and
         including the date when the Initial Purchaser, the Holders of the
         Securities or New Securities and any known Exchanging Dealer shall have
         received such amended or supplemented Prospectus pursuant to this
         Section.

                           (l)      Not later than the effective date of any
         Registration Statement, the Company and the Guarantors shall provide a
         CUSIP number for the Securities or the New Securities, as the case may
         be, registered under such Registration Statement and provide the
         Trustee with printed certificates for such Securities or New
         Securities, in a form eligible for deposit with The Depository Trust
         Company.

                           (m)      The Company and the Guarantors shall comply
         with all applicable rules and regulations of the Commission and shall
         make generally available to their security holders as soon as
         practicable after the effective date of the applicable Registration
         Statement an earnings statement satisfying the provisions of Section
         11(a) of the Act.

                           (n)      The Company and the Guarantors shall cause
         the Indenture or the New Securities Indenture, as the case may be, to
         be qualified under the Trust Indenture Act in a timely manner, if
         applicable.

                           (o)      The Company and the Guarantors may require
         each Holder of Securities or New Securities to be sold pursuant to any
         Shelf Registration Statement to furnish to the Company and the
         Guarantors such information regarding the Holder and the distribution
         of such Securities as the Company and the Guarantors may from time to
         time reasonably require for inclusion in such Registration Statement.
         The Company and the Guarantors may exclude from such Shelf Registration
         Statement the Securities or

                                       12

<PAGE>

         New Securities of any Holder that fails to furnish such information
         within a reasonable time after receiving such request.

                           (p)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall enter into such
         agreements and take all other appropriate actions (including if
         requested an underwriting agreement in customary form) in order to
         expedite or facilitate the registration or the disposition of the
         Securities or New Securities, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 7 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any, with respect to all parties to be indemnified pursuant to Section
         7).

                           (q)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall:

                                    (i)      make reasonably available for
                  inspection by the Holders of Securities or New Securities to
                  be registered thereunder, any Underwriter participating in any
                  disposition pursuant to such Registration Statement, and any
                  attorney, accountant or other agent retained by the Holders or
                  any such Underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Company
                  and its subsidiaries;

                                    (ii)     cause the Company's officers,
                  directors and employees to supply all relevant information
                  reasonably requested by the Holders or any such Underwriter,
                  attorney, accountant or agent in connection with any such
                  Registration Statement as is customary for similar due
                  diligence examinations; provided, however, that any
                  information that is designated in writing by the Company, in
                  good faith, as confidential at the time of delivery of such
                  information shall be kept confidential by the Holders or any
                  such Underwriter, attorney, accountant or agent, unless such
                  disclosure is made in connection with a court proceeding or
                  required by law, or such information becomes available to the
                  public generally or through a third party without an
                  accompanying obligation of confidentiality;

                                    (iii)    make such representations and
                  warranties to the Holders of Securities or New Securities
                  registered thereunder and the Underwriters, if any, in form,
                  substance and scope as are customarily made by issuers to
                  Underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company and the Guarantors and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to the Managing Underwriters, if any)
                  addressed to each selling Holder and the Underwriters, if any,
                  covering such matters as are customarily covered in opinions
                  requested in underwritten offerings

                                       13

<PAGE>

                  and such other matters as may be reasonably requested by such
                  Holders and Underwriters;

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to each selling Holder of Securities or New
                  Securities registered thereunder and the Underwriters, if any,
                  in customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by the Majority
                  Holders and the Managing Underwriters, if any, including those
                  to evidence compliance with Section 5(k) and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company and the
                  Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                           (r)      In the case of any Exchange Offer
         Registration Statement, the Company and the Guarantors shall upon the
         request of an Exchanging Dealer:

                                    (i)      make reasonably available for
                  inspection by the Initial Purchaser or Exchanging Dealer, and
                  any attorney, accountant or other agent retained by the
                  Initial Purchaser or Exchanging Dealer, all relevant financial
                  and other records, pertinent corporate documents and
                  properties of the Company and its subsidiaries;

                                    (ii)     cause the Company's officers,
                  directors and employees to supply all relevant information
                  reasonably requested by the Initial Purchaser or Exchanging
                  Dealer or any such attorney, accountant or agent in connection
                  with any such Registration Statement as is customary for
                  similar due diligence examinations; provided, however, that
                  any information that is designated in writing by the Company,
                  in good faith, as confidential at the time of delivery of such
                  information shall be kept confidential by the Initial
                  Purchaser or Exchanging Dealer or any such attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law, or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                                    (iii)    make such representations and
                  warranties to the Initial Purchaser or Exchanging Dealer, in
                  form, substance and scope as are customarily

                                       14

<PAGE>

                  made by issuers to Underwriters in primary underwritten
                  offerings and covering matters including, but not limited to,
                  those set forth in the Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company and the Guarantors and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to the Initial Purchaser or Exchanging
                  Dealer and their respective counsel, addressed to the Initial
                  Purchaser or Exchanging Dealer, covering such matters as are
                  customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by the Initial Purchaser or Exchanging Dealer or
                  their respective counsel;

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to the Initial Purchaser or Exchanging Dealer, in
                  customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings, or if requested by the Initial
                  Purchaser or Exchanging Dealer or their respective counsel in
                  lieu of a "cold comfort" letter, an agreed-upon procedures
                  letter under Statement on Auditing Standards No. 35, covering
                  matters requested by the Initial Purchaser or Exchanging
                  Dealer or their respective counsel; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by the Initial
                  Purchaser or Exchanging Dealer or their respective counsel,
                  including those to evidence compliance with Section 5(k) and
                  with conditions customarily contained in underwriting
                  agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section if so requested shall be performed at close of the Registered Exchange
Offer and the effective date of any post-effective amendment to the Exchange
Offer Registration Statement.

                           (s)      If a Registered Exchange Offer is to be
         consummated, upon delivery of the Securities by Holders to the Company
         (or to such other Person as directed by the Company) in exchange for
         the New Securities, the Company shall mark, or caused to be marked, on
         the Securities so exchanged that such Securities are being canceled in
         exchange for the New Securities. In no event shall the Securities be
         marked as paid or otherwise satisfied.

                           (t)      The Company and the Guarantors will use
         their commercially reasonable best efforts to confirm the ratings of
         the Securities will apply to the Securities or the New Securities, as
         the case may be, covered by a Shelf Registration Statement.

                           (u)      In the event that any Broker-Dealer shall
         underwrite any Securities or New Securities or participate as a member
         of an underwriting syndicate or selling

                                       15

<PAGE>

         group or "assist in the distribution" (within the meaning of the Rules
         of Fair Practice and the By-Laws of the National Association of
         Securities Dealers, Inc.) thereof, whether as a Holder of such
         Securities or New Securities or as an Underwriter, a placement or sales
         agent or a broker or dealer in respect thereof, or otherwise, assist
         such Broker-Dealer in complying with the requirements of such Rules and
         By-Laws, including, without limitation, by:

                                    (i)      if such Rules or By-Laws shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Rules) to participate in the preparation of
                  the Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities or New
                  Securities;

                                    (ii)     indemnifying any such qualified
                  independent underwriter to the extent of the indemnification
                  of Underwriters provided in Section 6 hereof; and

                                    (iii)    providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                           (v)      The Company and the Guarantors shall use
         their commercially reasonable best efforts to take all other steps
         necessary to effect the registration of the Securities or the New
         Securities, as the case may be, covered by a Registration Statement.

                  6.       Registration Expenses. The Company and the Guarantors
shall bear all expenses incurred in connection with the performance of their
obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchaser for
the reasonable fees and disbursements of counsel acting in connection therewith
if the Initial Purchaser shall resell Securities or New Securities pursuant to
the prospectus contained in such Exchange Offer Registration Statement.

                  7.       Indemnification and Contribution.

                           (a)      The Company and the Guarantors, jointly and
         severally, agree to indemnify and hold harmless each Holder of
         Securities or New Securities, as the case may be, covered by any
         Registration Statement (including the Initial Purchaser and, with
         respect to any Prospectus delivery as contemplated in Section 5(h)
         hereof, each Exchanging Dealer), the directors, officers, employees and
         agents of each such Holder and each Person who controls any such Holder
         within the meaning of either the Act or the Exchange Act against any
         and all Losses, joint or several, to which they or any of

                                       16

<PAGE>

         them may become subject under the Act, the Exchange Act or other
         Federal or state statutory law or regulation, at common law or
         otherwise, insofar as such Losses arise out of or are based upon any
         untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement as originally filed or in any
         amendment thereof, or in any preliminary Prospectus or the Prospectus,
         or in any amendment thereof or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and agrees to reimburse each such
         indemnified party, as incurred, for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that the Company and the Guarantors will not be liable in any
         case to the extent that any such loss, claim, damage or liability
         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 and the Guarantors by or on behalf of any such Holder
         specifically for inclusion therein. This indemnity agreement will be in
         addition to any liability which the Company and the Guarantors may
         otherwise have.

                  The Company and the Guarantors also, jointly and severally,
agree to indemnify or contribute as provided in Section 7(d) to Losses of any
Underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such Underwriter on substantially the same
basis as that of the indemnification of the Initial Purchaser and the selling
Holders provided in this Section 7(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 5(p) hereof.

                           (b)      Each Holder of Securities or New Securities
         covered by a Registration Statement (including the Initial Purchaser
         and, with respect to any Prospectus delivery as contemplated in Section
         5(h) hereof, each Exchanging Dealer) severally agrees to indemnify and
         hold harmless the Company and the Guarantors, each of their directors,
         officers, employees and agents and each Person who controls the Company
         or any of the Guarantors within the meaning of either the Act or the
         Exchange Act, to the same extent as the foregoing indemnity from the
         Company and the Guarantors to each such Holder, but only with reference
         to written information relating to such Holder furnished to the Company
         and the Guarantors by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity. This
         indemnity agreement will be in addition to any liability which any such
         Holder may otherwise have.

                           (c)      Promptly after receipt by an indemnified
         party under this Section 7 of notice of the commencement of any action,
         such indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses; and (ii) will not, in any event, relieve the
         indemnifying party from any obligations to any

                                       17

<PAGE>

         indemnified party other than the indemnification obligation provided in
         paragraph (a) or (b) above. The indemnifying party shall be entitled to
         appoint counsel of the indemnifying party's choice at the indemnifying
         party's expense to represent the indemnified party in any action for
         which indemnification is sought (in which case the indemnifying party
         shall not thereafter be responsible for the fees and expenses of any
         separate counsel retained by the indemnified party or parties except as
         set forth below); provided, however, that such counsel shall be
         satisfactory to the indemnified party. Notwithstanding the indemnifying
         party's election to appoint counsel to represent the indemnified party
         in an action, the indemnified party shall have the right to employ
         separate counsel (including local counsel), and the indemnifying party
         shall bear the reasonable fees, costs and expenses of such separate
         counsel if (i) the use of counsel chosen by the indemnifying party to
         represent the indemnified party would present such counsel with a
         conflict of interest; (ii) the actual or potential defendants in, or
         targets of, any such action include both the indemnified party and the
         indemnifying party and the indemnified party shall have reasonably
         concluded that there may be legal defenses available to it and/or other
         indemnified parties which are different from or additional to those
         available to the indemnifying party; (iii) the indemnifying party shall
         not have employed counsel satisfactory to the indemnified party to
         represent the indemnified party within a reasonable time after notice
         of the institution of such action; or (iv) the indemnifying party shall
         authorize the indemnified party to employ separate counsel at the
         expense of the indemnifying party. An indemnifying party will not,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         pending or threatened claim, action, suit or proceeding in respect of
         which indemnification or contribution may be sought hereunder (whether
         or not the indemnified parties are actual or potential parties to such
         claim or action) unless such settlement, compromise or consent includes
         an unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding. An indemnifying
         party shall not be liable under this Section 7 to any indemnified party
         regarding any settlement or compromise or consent to the entry of any
         judgment with respect to any pending or threatened claim, action, suit
         or proceeding in respect of which indemnification or contribution may
         be sought hereunder (whether or not the indemnified parties are actual
         or potential parties to such claim or action) unless such settlement,
         compromise or consent is consented to by such indemnifying party, which
         consent shall not be unreasonably withheld.

                           (d)      In the event that the indemnity provided in
         paragraph (a) or (b) of this Section is unavailable to or insufficient
         to hold harmless an indemnified party for any reason, then each
         applicable indemnifying party shall have a joint and several obligation
         to contribute to the aggregate losses, claims, damages and liabilities
         (including legal or other expenses reasonably incurred in connection
         with investigating or defending the same) (collectively "Losses") to
         which such indemnified party may be subject in such proportion as is
         appropriate to reflect the relative benefits received by such
         indemnifying party, on the one hand, and such indemnified party, on the
         other hand, from the Initial Placement and the Registration Statement
         which resulted in such Losses; provided, however, that in no case shall
         the Initial Purchaser or any subsequent Holder of any Security or New
         Security be responsible, in the aggregate, for any amount in excess of
         the purchase discount or commission applicable to such Security, or in
         the case of a New

                                       18

<PAGE>

         Security, applicable to the Security that was exchangeable into such
         New Security, as set forth on the cover page of the Final Memorandum,
         nor shall any Underwriter be responsible for any amount in excess of
         the underwriting discount or commission applicable to the securities
         purchased by such Underwriter under the Registration Statement which
         resulted in such Losses. If the allocation provided by the immediately
         preceding sentence is unavailable for any reason, the indemnifying
         party and the indemnified party shall contribute in such proportion as
         is appropriate to reflect not only such relative benefits but also the
         relative fault of such indemnifying party, on the one hand, and such
         indemnified party, on the other hand, in connection with the statements
         or omissions which resulted in such Losses as well as any other
         relevant equitable considerations. Benefits received by the Company and
         the Guarantors shall be deemed to be equal to the sum of (x) the total
         net proceeds from the Initial Placement (before deducting expenses) as
         set forth on the cover page of the Final Memorandum and (y) the total
         amount of additional interest that the Company and the Guarantors were
         not required to pay as a result of registering the Securities or New
         Securities covered by the Registration Statement which resulted in such
         Losses. Benefits received by the Initial Purchaser shall be deemed to
         be equal to the total purchase discounts and commissions as set forth
         on the cover page of the Final Memorandum, and benefits received by any
         other Holders shall be deemed to be equal to the value of receiving
         Securities or New Securities, as applicable, registered under the Act.
         Benefits received by any Underwriter shall be deemed to be equal to the
         total underwriting discounts and commissions, as set forth on the cover
         page of the Prospectus forming a part of the Registration Statement
         which resulted in such Losses. Relative fault shall be determined by
         reference to, among other things, whether any alleged untrue statement
         or omission relates to information provided by the indemnifying party,
         on the one hand, or by the indemnified party, on the other hand, the
         intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such untrue statement
         or omission. The parties agree that it would not be just and equitable
         if contribution were determined by pro rata allocation (even if the
         Holders were treated as one entity for such purpose) or any other
         method of allocation which does not take account of the equitable
         considerations referred to above. Notwithstanding the provisions of
         this paragraph (d), 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, each Person who
         controls a Holder within the meaning of either the Act or the Exchange
         Act and each director, officer, employee and agent of such Holder shall
         have the same rights to contribution as such Holder, and each Person
         who controls the Company or any of the Guarantors within the meaning of
         either the Act or the Exchange Act and each officer, employee, agent or
         director of the Company or any of the Guarantors who would be entitled
         to indemnity under this Agreement shall have the same rights to
         contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).

                           (e)      The provisions of this Section will remain
         in full force and effect, regardless of any investigation made by or on
         behalf of any Holder or the Company and the Guarantors or any of the
         officers, directors or controlling Persons referred to in this Section
         hereof, and will survive the sale by a Holder of Securities or New
         Securities covered by a Registration Statement.

                                       19

<PAGE>

                  8.       Underwritten Registrations.

                           (a)      If any of the Securities or New Securities,
         as the case may be, covered by any Shelf Registration Statement are to
         be sold in an underwritten offering, the Managing Underwriters shall be
         selected by the Majority Holders.

                           (b)      No Person may participate in any
         underwritten offering pursuant to any Shelf Registration Statement,
         unless such Person (i) agrees to sell such Person's Securities or New
         Securities, as the case may be, on the basis reasonably provided in any
         underwriting arrangements approved by the Persons entitled hereunder to
         approve such arrangements; and (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements.

                  9.       No Inconsistent Agreements. The Company has not, as
of the date hereof, entered into, nor shall it, on or after the date hereof,
enter into, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.

                  10.      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Majority Holders (or, after the consummation of any
Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of the Initial Purchaser, the Company shall obtain
the written consent of the Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective. Notwithstanding
the foregoing (except the foregoing proviso), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or New Securities, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                  11.      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                           (a)      if to a Holder, at the most current address
         given by such holder to the Company in accordance with the provisions
         of this Section, which address initially is, with respect to each
         Holder, the address of such Holder maintained by the registrar under
         the Indenture, with a copy in like manner to Citigroup Global Markets
         Inc.;

                           (b)      if to you, initially at the address set
         forth in the Purchase Agreement; and

                           (c)      if to the Company or the Guarantors,
         initially at its or their address set forth in the Purchase Agreement.

                                       20

<PAGE>

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchaser or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12.      Successors. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities or New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  13.      Counterparts. This Agreement may be in signed
counterparts, each of which shall be an original and all of which together shall
constitute one and the same agreement.

                  14.      Headings. The headings used herein are for
convenience only and shall not affect the construction hereof.

                  15.      Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16.      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                  17.      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  18.      Agent for Service; Submission to Jurisdiction; Waiver
of Immunities. By the execution and delivery of this Agreement, each of the
Company and the Guarantors (i) acknowledges that it has, by separate written
instrument, irrevocably designated CT Corp. (and any successor entity), as its
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement that may be instituted in any
federal or state court in the State of New York or brought under federal or
state securities laws, and acknowledges that CT Corp. has accepted such
designation, (ii) submits to the nonexclusive jurisdiction of any such court in
any such suit or proceeding, and (iii) agrees that service of process upon CT
Corp. and written notice of said service to the Company shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of CT Corp. in full force and effect
so long as any of the Securities shall be outstanding.

                                       21

<PAGE>

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the Initial Purchaser.

                                   Very truly yours,

                                   TECHNICAL OLYMPIC USA, INC.

                                   By: /s/ Tommy L. McAden
                                      -----------------------------------
                                      Name:  Tommy L. McAden
                                      Title: Vice President - Finance and
                                             Administration and Chief Financial
                                             Officer

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

CITIGROUP GLOBAL MARKETS INC.

By:   /s/ Paul Sharkey
   -------------------------------
    Name:  Paul Sharkey
    Title: Vice President

<PAGE>

                               SUBSIDIARY GUARANTORS:

                               Engle Homes Delaware, Inc.
                               Engle Homes/Arizona Construction, Inc.
                               Newmark Homes L.P.
                               Newmark Homes Purchasing, L.P.
                               Pacific United L.P.
                               Silverlake Interests, L.C.
                               TOUSA Financing, Inc.
                               TOUSA Shared Services, LLC

                               By:  /s/ Tommy L. McAden
                                  ----------------------------------------------
                                   Tommy L. McAden
                                   Vice President - Finance and Administration

                               TOUSA Associates Services Company

                               By:  /s/ Patricia M. Petersen
                                  ----------------------------------------------
                                   Name:  Patricia M. Petersen
                                   Title: Vice President and Secretary

                               Newmark Homes Business Trust

                               By:  /s/ Terry White
                                  ----------------------------------------------
                                   Name:  Terry White
                                   Title: Managing Trustee

<PAGE>

                                Alliance Insurance and Information Services, LLC
                                Engle Homes/Colorado, Inc.
                                Engle Homes Residential Construction, LLC
                                Engle Homes/Virginia, Inc.
                                Newmark Homes, LLC
                                Pembroke Falls Realty, Inc.
                                Preferred Builders Realty, Inc.
                                Preferred Home Mortgage Company
                                Prestige Abstract & Title, LLC
                                Professional Advantage Title, Ltd.
                                TOUSA Homes, Inc.
                                TOUSA Ventures, LLC
                                Universal Land Title, Inc.
                                Universal Land Title Investment #1, L.L.C.
                                Universal Land Title Investment #2, L.L.C.
                                Universal Land Title Investment #3, L.L.C.
                                Universal Land Title Investment #4, L.L.C.
                                Universal Land Title of South Florida, Ltd.
                                Universal Land Title of Texas, Inc.
                                Universal Land Title of The Palm Beaches, Ltd.

                                By:  /s/ Tommy L. McAden
                                   ---------------------------------------------
                                    Tommy L. McAden
                                    Vice President and Treasurer