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                                                                    Exhibit 4.16

                                                                [Execution Copy]


                                  $200,000,000

                          JAFRA COSMETICS INTERNATIONAL

                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                  May 20, 2003


Credit Suisse First Boston LLC
Merrill Lynch, Pierce Fenner & Smith Incorporated
c/o Credit Suisse First Boston LLC
     Eleven Madison Avenue
     New York, New York 10010-3629

Dear Sirs:

      Introductory. Jafra Cosmetics International, Inc. ("JAFRA US"), a company
incorporated under the laws of Delaware, and Distribuidora Comercial Jafra, S.A.
de C.V., a sociedad anonima de capital variable, ("JAFRA MEXICO"), a company
established under the laws of Mexico, propose, subject to the terms and
conditions stated in a purchase agreement dated as of May 2, 2003 (the "PURCHASE
AGREEMENT"), to severally issue and sell to the several initial purchasers named
in Schedule A thereto (the "INITIAL PURCHASERS") U.S.$200,000,000 principal
amount of their 10 3/4% Senior Subordinated Notes due 2011 (the "INITIAL
Securities") to be issued under an Indenture to be dated as of May 20, 2003 (the
"INDENTURE"), among Jafra US, Jafra Mexico, the Initial Guarantors (as hereafter
defined) and U.S. Bank National Association, as Trustee (the "TRUSTEE").

      Jafra US and Jafra Mexico are herein referred to as the "ISSUERS." On the
Issue Date (as defined below), each Issuer will be a direct or indirect,
wholly-owned subsidiary of Jafra Worldwide Holdings (Lux), S.ar.l. (the
"PARENT"), a societe a responsibilite limitee, which will fully and
unconditionally guarantee the Initial Securities on a senior subordinated basis
on the terms provided in the Indenture (the "PARENT GUARANTEE"). Jafra US's
obligations with respect to the Initial Securities will also be guaranteed by
Jafra Mexico (the "JAFRA MEXICO CROSS GUARANTEE") and by each subsequently
acquired or organized U.S. subsidiary of Jafra US. Jafra Mexico's obligations
with respect to the Initial Securities will also be guaranteed by Jafra US (the
"U.S. ISSUER CROSS
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GUARANTEE"), and by Jafra Cosmetics International, S.A. de C.V. ("JCISA") and
each existing and subsequently acquired or organized direct or indirect
subsidiary of Jafra Mexico and JCISA (together with the U.S. subsidiary
guarantees, the "SUBSIDIARY GUARANTEES"). The Parent Guarantee, the Jafra Mexico
Cross Guarantee, the U.S. Issuer Cross Guarantee and the Subsidiary Guarantees
are herein referred to collectively as the "NOTE GUARANTEES," and each such
guarantor, a "GUARANTOR". The Issuers and the Guarantors are herein collectively
referred to as the "COMPANY," and the obligations of the Company hereunder are
joint and several obligations of the Issuers and the Guarantors.

      As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company agrees with the Initial Purchasers, for the benefit of
the holders of the Initial Securities (including, without limitation, the
Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the "HOLDERS"), as follows:

      1. Registered Exchange Offer. The Company shall use its reasonable best
efforts to, at its own cost, prepare and, not later than 195 days after (or if
the 195th day is not a business day, the first business day thereafter) the date
of original issue of the Initial Securities (the "ISSUE DATE"), file with the
Securities and Exchange Commission (the "COMMISSION") a registration statement
(the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount of debt securities (the
"EXCHANGE SECURITIES") of the Issuers issued under the Indenture and identical
in all material respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to
the matters described in Section 6 hereof) that would be registered under the
Securities Act. The Company shall use its reasonable best efforts to cause such
Exchange Offer Registration Statement to become effective under the Securities
Act within 225 days (or if the 225th day is not a business day, the first
business day thereafter) after the Issue Date of the Initial Securities and
shall keep the Registered Exchange Offer open for not less than 10 business days
(or longer, if required by applicable law including pursuant to any applicable
interpretation by the Commission) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE
OFFER REGISTRATION PERIOD").

      If the Company commences the Registered Exchange Offer, the Company will
be entitled to close the Registered Exchange Offer 30 days after the
commencement thereof (or at the end of such shorter period permitted by
applicable law), provided that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer.


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      Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall use its reasonable best efforts to
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities (as defined in Section 6(d) hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law, policy or interpretation of the
Commission from participating in the Registered Exchange Offer) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under
the securities laws of the several states of the United States.

      The Company and the Initial Purchasers acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Securities
Act, in the absence of an applicable exemption therefrom, (i) each Holder which
is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for
Exchange Securities (an "EXCHANGING DEALER"), is required to deliver a
prospectus containing the information substantially to the effect as set forth
in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section, and (c)
Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Securities (as defined below) acquired in exchange
for Initial Securities constituting any portion of an unsold allotment, is
required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

      The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.


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      If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Issuers, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Issuers
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

      In connection with the Registered Exchange Offer, the Company shall:

      (a) 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;

      (b) keep the Registered Exchange Offer open for not less than business 10
      days (or longer, if required by applicable law including pursuant to any
      applicable interpretation by the staff of the Commission) after the date
      notice thereof is mailed to the Holders;

      (c) utilize the services of a depositary for the Registered Exchange Offer
      with an address in the Borough of Manhattan, The City of New York, which
      may be the Trustee or an affiliate of the Trustee;

      (d) 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 shall remain open; and

      (e) otherwise comply in all material respects with all applicable
      securities laws.

      As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

      (x) accept for exchange all the Securities validly tendered and not
      withdrawn pursuant to the Registered Exchange Offer and the Private
      Exchange;

      (y) deliver to the Trustee for cancelation all the Initial Securities so
      accepted for exchange; and

      (z) use its reasonable best efforts to cause the Trustee to authenticate
      and deliver promptly to each Holder of the Initial Securities, Exchange
      Securities or Private


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      Exchange Securities, as the case may be, equal in principal amount to the
      Initial Securities of such Holder so accepted for exchange.

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid or duly
provided for in accordance with the Indenture on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the Initial
Securities, from the date of original issue of the Initial Securities; provided
that if an Initial Security is surrendered for exchange on or after a record
date for an interest payment date that will occur on or after the date of such
exchange and as to which interest will be paid, interest on the Exchange
Security received in exchange for such Initial Security will accrue from the
date of such interest payment date.

      Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of either of the Issuers, or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery
requirements of the Securities 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 Exchange Securities, (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities and (vi) that it is not acting on behalf of any person
who could not truthfully make the foregoing representations.

      Notwithstanding any other provisions hereof, the Company will use its
reasonable best efforts to ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act
and the rules and regulations thereunder, (ii) any Exchange Offer 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
and (iii) any prospectus forming part of any Exchange


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Offer Registration Statement, and any supplement to such prospectus, does not
include an 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.

      2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
255 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial Securities (or the Private Exchange Securities) not eligible to
be exchanged for Exchange Securities in the Registered Exchange Offer and held
by it following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange (other than, in either case, (x) due solely to the status of such
Holder as an affiliate of either of the Issuers or (y) due to such Holder's
inability to make the representations set forth above), the Company shall take
the following actions:

            (a) The Company shall, at its cost, use its reasonable best efforts
      to, as promptly as reasonably practicable file with the Commission and
      thereafter cause to be declared effective within 285 days after the Issue
      Date a registration statement (the "SHELF REGISTRATION STATEMENT" and,
      together with the Exchange Offer Registration Statement, a "REGISTRATION
      STATEMENT") on an appropriate form under the Securities Act relating to
      the offer and sale of the Transfer Restricted Securities (as defined in
      Section 6 hereof) by the Holders thereof from time to time in accordance
      with the methods of distribution set forth in the Shelf Registration
      Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF
      REGISTRATION"); provided, however, that no Holder (other than an Initial
      Purchaser) shall be entitled to have the Securities held by it covered by
      such Shelf Registration Statement unless such Holder agrees in writing to
      be bound by all the provisions of this Agreement applicable to such
      Holder.

            (b) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years from the Issue Date (or one
      year in the case of a shelf registration effected at the request of the
      Initial Purchasers or for such longer period if extended pursuant to
      Section 3(j) below) or such shorter period that will terminate when all
      the Securities covered by the Shelf Registration Statement (i) have been
      sold pursuant thereto or (ii) are distributed to the public pursuant to
      Rule 144 or become eligible for resale pursuant to Rule 144 without volume
      restrictions, if any. The Company shall be deemed not to have used its
      reasonable best efforts to keep


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      the Shelf Registration Statement effective during the requisite period if
      it voluntarily takes any action that would result in Holders of Securities
      covered thereby not being able to offer and sell such Securities during
      that requisite period, unless (i) such action is required by applicable
      law, (ii) such action is taken by the Company in good faith and for valid
      business reasons (not including avoidance of the Company's obligations
      hereunder), including the acquisition or divestiture of assets, so long as
      the Company promptly thereafter complies with the requirements of Section
      3(j) hereof, if applicable or (iii) with respect to a Shelf Registration
      Statement required to be filed due to a failure to consummate the
      Registered Exchange Offer within the required time period, such action
      occurs following the consummation of the Registered Exchange Offer.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall use its reasonable best efforts to 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, amendment or supplement, (i) to comply in all material respects
      with the applicable requirements of the Securities Act and the rules and
      regulations of the Commission and (ii) 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 light of
      the circumstances under which they were made, not misleading.

      3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

            (a) The Company shall (i) furnish to each Initial Purchaser, prior
      to the filing thereof with the Commission, a copy of the Registration
      Statement and each amendment thereof and each supplement, if any, to the
      prospectus included therein and, in the event that an Initial Purchaser
      (with respect to any portion of an unsold allotment from the original
      offering) is participating in the Registered Exchange Offer or the Shelf
      Registration Statement, the Company shall use its best efforts to reflect
      in each such document, when so filed with the Commission, such comments as
      such Initial Purchaser reasonably may propose; (ii) include the
      information substantially to the effect as set forth in Annex A hereto on
      the cover, in Annex B hereto in the "Exchange Offer Procedures" section
      and the "Purpose of the Exchange Offer" section and in Annex C hereto in
      the "Plan of Distribution" section of the prospectus forming a part of the
      Exchange Offer Registration Statement and include the information set
      forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
      the Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
      include the information required by Items 507 or 508 of Regulation S-K
      under the Securities Act, as applicable, in the prospectus forming a part
      of the Exchange Offer Registration Statement; (iv) include within the
      prospectus contained in the Exchange Offer Registration Statement a
      section entitled "Plan of


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      Distribution," reasonably acceptable to the Initial Purchasers, which
      shall contain a summary statement of the positions taken or policies made
      by the staff of the Commission with respect to the potential "underwriter"
      status of any broker-dealer that is the beneficial owner (as defined in
      Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
      "EXCHANGE ACT")) of Exchange Securities received by such broker-dealer in
      the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether
      such positions or policies have been publicly disseminated by the staff of
      the Commission or such positions or policies, in the reasonable judgment
      of the Initial Purchasers based upon advice of counsel (which may be
      in-house counsel), represent the prevailing views of the staff of the
      Commission; and (v) in the case of a Shelf Registration Statement, include
      the names of the Holders who propose to sell Securities pursuant to the
      Shelf Registration Statement as selling securityholders (the "SELLING
      HOLDERS").

            (b) The Company shall give written notice to the Initial Purchasers,
      the Holders of the Securities who propose to sell Securities pursuant to a
      Registration Statement (a "PARTICIPATING HOLDER") and any Participating
      Broker-Dealer from whom the Company has received prior written notice that
      it will be a Participating Broker-Dealer in the Registered Exchange Offer
      (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by
      an instruction to suspend the use of the prospectus until the requisite
      changes have been made):

                  (i) when the Registration Statement or 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 amendments or
            supplements to the Registration Statement or the prospectus included
            therein 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 or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires the Company to
            make changes in the applicable Registration Statement or the
            prospectus in order that the Registration Statement (as of its
            effective date) or the prospectus do not contain an untrue statement
            of a material fact nor omit to state a material fact required to be
            stated therein or necessary to make the statements therein (in the


                                       8
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            case of the prospectus, in light of the circumstances under which
            they were made) not misleading.

            (c) The Company shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of the Registration Statement.

            (d) The Company shall furnish to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, at least
      one copy of the Shelf Registration Statement and any post-effective
      amendment thereto, including financial statements and schedules, and, if
      the Holder so requests in writing, all exhibits thereto (including those,
      if any, incorporated by reference).

            (e) The Company shall deliver to each Exchanging Dealer and each
      Initial Purchaser, and to any other Participating Holder who so requests,
      without charge, at least one copy of the Exchange Offer Registration
      Statement and any post-effective amendment thereto, including financial
      statements and schedules, and, if any Initial Purchaser or any such Holder
      requests, all exhibits thereto (including those incorporated by
      reference).

            (f) The Company shall, during the Shelf Registration Period, deliver
      to each Selling Holder of Securities included within the coverage of the
      Shelf Registration, without charge, as many copies of the prospectus
      (including each preliminary prospectus) included in the Shelf Registration
      Statement and any amendment or supplement thereto as such person may
      reasonably request. The Company consents, subject to the provisions of
      this Agreement, to the use of the prospectus or any amendment or
      supplement thereto by each of the Selling Holders of the Securities in
      connection with the offering and sale of the Securities covered by the
      prospectus, or any amendment or supplement thereto, included in the Shelf
      Registration Statement.

            (g) The Company shall deliver to each Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      required to deliver a prospectus following the Registered Exchange Offer,
      without charge, as many copies of the final prospectus included in the
      Exchange Offer Registration Statement and any amendment or supplement
      thereto as such persons may reasonably request. The Company consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto, during the 90 days following the
      consummation of the Registered Exchange Offer, by any Initial Purchaser,
      if necessary, any Participating Broker-Dealer and such other persons
      required to deliver a prospectus following the Registered Exchange Offer
      in connection with the offering and sale of the Exchange Securities
      covered by the prospectus, or any amendment or supplement thereto,
      included in such Exchange Offer Registration Statement.


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<PAGE>
            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement, the Company shall use its reasonable best efforts
      to register or qualify or cooperate with the Holders of the Securities
      included therein and their respective counsel in connection with the
      registration or qualification of the Securities for offer and sale under
      the securities or "blue sky" laws of such states of the United States as
      any Holder of the Securities reasonably requests in writing and do any and
      all other acts or things necessary or advisable to enable the offer and
      sale in such jurisdictions of the Securities covered by such Registration
      Statement; provided, however, that the Company shall not be required to
      (i) qualify generally to do business in any jurisdiction where it is not
      then so qualified or (ii) take any action which would subject it to
      general service of process or to taxation in any jurisdiction where it is
      not then so subject.

            (i) The Company shall cooperate with the Participating Holders of
      the Securities to facilitate the timely preparation and delivery of
      certificates representing the Securities to be sold pursuant to any
      Registration Statement free of any restrictive legends and in such
      denominations and registered in such names as the Holders may request in
      writing a reasonable period of time prior to sales of the Securities
      pursuant to such Registration Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) above during the period for which the Company
      is required to maintain an effective Registration Statement, the Company
      shall use its reasonable best efforts to promptly prepare and file a
      post-effective amendment to the Registration Statement or a supplement to
      the related prospectus and any other required document so that, as
      thereafter delivered to Holders of the Securities or purchasers of
      Securities, the prospectus will not contain an untrue statement of a
      material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading. If the Company
      notifies, as applicable, the Initial Purchasers, the Participating Holders
      and any known Participating Broker-Dealer in accordance with paragraphs
      (ii) through (v) of Section 3(b) above to suspend the use of the
      prospectus until the requisite changes to the prospectus have been made,
      then the Initial Purchasers, the Holders of the Securities and any such
      Participating Broker-Dealers shall suspend use of such prospectus, and the
      period of effectiveness of the Shelf Registration Statement provided for
      in Section 2(b) above and the Exchange Offer Registration Statement
      provided for in Section 1 above shall each be extended by the number of
      days from and including the date of the giving of such notice to and
      including the date when the Company shall have mailed to, as applicable,
      the Initial Purchasers, the Holders of the Securities and any known
      Participating Broker-Dealer such amended or supplemented prospectus
      pursuant to this Section 3(j).


                                       10
<PAGE>

      (k) Not later than the effective date of the applicable Registration
Statement, the Company will provide a CUSIP number for the Initial Securities,
the Exchange Securities or the Private Exchange Securities, as the case may be,
and provide the applicable trustee with printed certificates for the Initial
Securities, the Exchange Securities or the Private Exchange Securities, as the
case may be, in a form eligible for deposit with The Depository Trust Company.

      (l) The Company will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to
its security holders (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions of Section
11(a) of the Securities Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Company's first fiscal quarter commencing after the effective date
of the Registration Statement, which statement shall cover such 12-month period.

      (m) The Company shall use its reasonable best efforts to cause the
Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in
a timely manner and containing such changes, if any, as shall be necessary for
such qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.

      (n) The Company may require each Holder of Securities to be sold pursuant
to the Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of the Securities as the Company may
from time to time reasonably require for inclusion in the Shelf Registration
Statement, and the Company may exclude from such registration the Securities of
any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.

      (o) In the case of any Shelf Registration Statement, the Company shall
enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and use its reasonable best efforts to take all
such other action, if any, as the Selling Holders of a majority in aggregate
principal amount of Securities being sold pursuant to the Shelf Registration
Statement (the "MAJORITY SELLING HOLDERS") shall reasonably request in order to
facilitate the disposition of the Securities pursuant to any Shelf Registration.

      (p) In the case of any Shelf Registration, the Company shall (i) make
reasonably available for inspection by the Majority Selling Holders of the
Securities, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent
retained by the Majority



                                       11
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Selling Holders of the Securities or any such underwriter (such Holder,
underwriter, attorney, accountant, or other agent, collectively, the
"INSPECTORS") all relevant financial and other records, pertinent corporate
documents and properties of the Company and (ii) use its reasonable best efforts
to cause the Company's officers, directors, employees, accountants and auditors
to supply all relevant information reasonably requested by the Majority Selling
Holders of the Securities or any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as shall be
reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Initial Purchasers by you and on behalf of the
other parties, by one counsel designated by and on behalf of such other parties
as described in Section 4 hereof. Each Inspector will be required to agree in
writing, pursuant to a confidentiality agreement in form and substance
reasonably satisfactory to the Company and such Inspector, that (i) information
obtained by such Inspector as a result of such inspections shall be deemed and
maintained as confidential and shall not be used by such Inspector as the basis
for any market transactions in the securities of any of the Company and its
subsidiaries unless and until such information is made generally available to
the public (other than by or through any Inspector) and (ii) such Inspector
will, upon learning that disclosure of such records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the records
deemed confidential.

      (q) In the case of any Shelf Registration, the Company, if requested by
the Majority Selling Holders of Securities covered thereby, shall use its
reasonable best efforts to cause (i) its counsel to deliver an opinion and
updates thereof relating to the Securities in customary form and covering
matters customarily covered in similar transactions addressed to the Selling
Holders and the managing underwriters, if any, thereof and dated, in the case of
the initial opinion, the effective date of such Shelf Registration Statement,
(ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the applicable
Securities and (iii) its independent public accountants to provide to the
selling Holders of the applicable Securities and any underwriter therefor a
comfort letter in customary form and covering matters of the type customarily
covered in comfort letters in connection with primary underwritten offerings,
subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72.

      (r) If a Registered Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Initial Securities by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be, the
Company shall mark, or caused to be marked, on the Initial Securities so
exchanged that such Initial


                                       12
<PAGE>
      Securities are being canceled in exchange for the Exchange Securities or
      the Private Exchange Securities, as the case may be; in no event shall the
      Initial Securities be marked as paid or otherwise satisfied.

            (s) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "RULES") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company will
      provide reasonable assistance to such broker-dealer in complying with the
      requirements of such Rules, including, without limitation, by (i) if such
      Rules, including Rule 2720, shall so require, engaging a "qualified
      independent underwriter" (as defined in Rule 2720) reasonably acceptable
      to the Company to participate in the preparation of the Registration
      Statement relating to such Securities, to exercise usual standards of due
      diligence in 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, (ii) indemnifying any such qualified independent underwriter
      to the extent of the indemnification of underwriters provided in Section 5
      hereof and (iii) providing such information to such broker-dealer as may
      be required in order for such broker-dealer to comply with the
      requirements of the Rules.

      4. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
through 3 hereof, whether or not the Registered Exchange Offer or a Shelf
Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered
thereby for the reasonable fees and disbursements of one firm of counsel
designated by the Majority Selling Holders to act as counsel for the Holders of
the Securities in connection therewith.

      5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Selling Holder of the Securities (in the case of a Shelf Registration
Statement), any Participating Broker-Dealer (in the case of an Exchange Offer
Registration Statement) and, in each respective case, each person, if any, who
controls such Selling Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED PARTIES") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement


                                       13
<PAGE>
or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus forming a part thereof or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration, 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 shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder or Participating Broker-Dealer from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that (x) a prospectus relating
to such Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer or (y) at
the time of such purchase such Holder or Participating Broker Dealer had
received timely written advice from the Company prior to such purchase that the
use of such prospectus, amendment, supplement or preliminary prospectus was
suspended as provided in Section 3(b); provided further, however, that this
indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to the
same extent as provided above with respect to the indemnification of the Holders
of the Securities if requested by such Holders.

            (b) Each Holder of the Securities, severally and not jointly, will
      indemnify and hold harmless the Company and each person, if any, who
      controls the Company within the meaning of the Securities Act or the
      Exchange Act from and against any losses, claims, damages or liabilities
      or any actions in respect thereof, to which the Company or any such
      controlling person may become subject under the Securities Act, the
      Exchange Act or otherwise, insofar as such losses, claims, damages,
      liabilities or actions arise out of or are based upon any untrue statement
      or alleged untrue statement of a material fact contained in a Registration
      Statement or


                                       14
<PAGE>
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus relating to a Shelf Registration, or arise out of or are based
      upon the omission or alleged omission to state therein a material fact
      necessary to make the statements therein not misleading, but in each case
      only to the extent that the untrue statement or omission or alleged untrue
      statement or omission was made in reliance upon and in conformity with
      written information pertaining to such Holder and furnished to the Company
      by or on behalf of such Holder specifically for inclusion therein; and,
      subject to the limitation set forth immediately preceding this clause,
      shall reimburse, as incurred, the Company for any legal or other expenses
      reasonably incurred by the Company or any such controlling person in
      connection with investigating or defending any loss, claim, damage,
      liability or action in respect thereof. This indemnity agreement will be
      in addition to any liability which such Holder may otherwise have to the
      Company or any of its controlling persons.

            (c) Promptly after receipt by an indemnified party under this
      Section 5 of notice of the commencement of any action or proceeding
      (including a governmental investigation), such indemnified party will, if
      a claim in respect thereof is to be made against the indemnifying party
      under this Section 5, notify the indemnifying party of the commencement
      thereof; but the omission so to notify the indemnifying party will not, in
      any event, relieve the indemnifying party from any liability that it may
      have under subsection (a) or (b) above except to the extent that it has
      been materially prejudiced (through the forfeiture of substantive rights
      or defenses) by such failure; and provided further that the failure to
      notify the indemnifying party shall not relieve it from any liability that
      it may have to an indemnified party otherwise than under subsection (a) or
      (b) above. In case any such action is brought against any indemnified
      party, and it notifies the indemnifying party of the commencement thereof,
      the indemnifying party will be entitled to participate therein and, to the
      extent that it may wish, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel reasonably
      satisfactory to such indemnified party (who shall not, except with the
      consent of the indemnified party, be counsel to the indemnifying party),
      and after notice from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof the indemnifying party will
      not be liable to such indemnified party under this Section 5 for any legal
      or other expenses, other than reasonable costs of investigation,
      subsequently incurred by such indemnified party in connection with the
      defense thereof. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any pending or
      threatened action in respect of which any indemnified party is or could
      have been a party and indemnity could have been sought hereunder by such
      indemnified party unless such settlement (i) includes an unconditional
      release of such indemnified party from all liability on any claims that
      are the subject matter of such action and (ii) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

                                       15
<PAGE>
            (d) If the indemnification provided for in this Section 5 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsections (a) or (b) above, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities (or actions in
      respect thereof) referred to in subsection (a) or (b) above (i) in such
      proportion as is appropriate to reflect the relative benefits received by
      the indemnifying party or parties on the one hand and the indemnified
      party on the other from the exchange of the Securities, pursuant to the
      Registered Exchange Offer, or (ii) if the allocation provided by the
      foregoing clause (i) is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the
      indemnifying party or parties on the one hand and the indemnified party on
      the other in connection with the statements or omissions that resulted in
      such losses, claims, damages or liabilities (or actions in respect
      thereof) as well as any other relevant equitable considerations. The
      relative fault of the parties 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 on the one hand or such Holder or
      such other indemnified party, as the case may be, on the other, and the
      parties' relative intent, knowledge, access to information and opportunity
      to correct or prevent such statement or omission. The amount paid by an
      indemnified party as a result of the losses, claims, damages or
      liabilities referred to in the first sentence of this subsection (d) shall
      be deemed to include any legal or other expenses reasonably incurred by
      such indemnified party in connection with investigating or defending any
      action or claim which is the subject of this subsection (d).
      Notwithstanding any other provision of this Section 5(d), the Holders of
      the Securities shall not be required to contribute any amount in excess of
      the amount by which the net proceeds received by such Holders from the
      sale of the Securities pursuant to a Registration Statement exceeds the
      amount of damages which such Holders have otherwise been required to pay
      by reason of such untrue or alleged untrue statement or omission or
      alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of this paragraph (d), each person, if
      any, who controls such indemnified party within the meaning of the
      Securities Act or the Exchange Act shall have the same rights to
      contribution as such indemnified party and each person, if any, who
      controls the Company within the meaning of the Securities Act or the
      Exchange Act shall have the same rights to contribution as the Company.

            (e) The agreements contained in this Section 5 shall survive the
      sale of the Securities pursuant to a Registration Statement and shall
      remain in full force and effect, regardless of any termination or
      cancelation of this Agreement or any investigation made by or on behalf of
      any indemnified party.

                                       16
<PAGE>
      6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "ADDITIONAL INTEREST") with respect to the Transfer Restricted
Securities shall be assessed as follows if any of the following events occur
(each such event in clauses (i) through (iii) below being herein referred to as
a "REGISTRATION DEFAULT"):

            (i) If on or before the 195th day after the Issue date, neither the
      Exchange Offer Registration Statement nor a Shelf Registration Statement
      has been filed with the Commission;

            (ii) If the Registered Exchange Offer is not consummated on or
      before the 255th day after the Issue Date; or

            (iii) If required to be filed pursuant to the terms hereof, (A) the
      Shelf Registration Statement is not declared effective on or before the
      285th day after the Issue Date, (or, in the event that a Shelf
      Registration Statement is required to be filed as a result of any change
      in applicable interpretations of the staff of the Commission pursuant to
      Section 2(i) hereof, if later, on or before the 90th day after publication
      of such change), or (B) during the time the Issuers are required to use
      their reasonable best efforts to keep the Shelf Registration Statement in
      effect, the Issuers shall have suspended and be continuing to suspend the
      availability of the Shelf Registration Statement for more than 30 days in
      the aggregate in any consecutive twelve-month period.

      Additional Interest shall accrue on the Transfer Restricted Securities
over and above the interest set forth in the title of the Securities from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all such Registration Defaults have been cured, at a
rate of (a) prior to the 91st day of such period, 0.25% per annum and (b)
thereafter, 0.50% per annum. The Additional Interest may not accrue on the
Securities under more than one of the foregoing clauses (i) through (iii) at any
one time. Following the cure of all Registration Defaults, the accrual of such
Additional Interest will cease. Without limiting the foregoing, Additional
Interest with respect to a failure to file, cause to become effective or
maintain the effectiveness of a Shelf Registration Statement shall cease to
accrue upon the consummation of the Registered Exchange Offer in the case of a
Shelf Registration Statement required to be filed due to a failure to consummate
the Registered Exchange Offer within the required time period. Notwithstanding
the foregoing, Additional Interest shall not accrue on any Security that is no
longer a Transfer Restricted Security.

      Notwithstanding anything to the contrary in this Section 6(a), the Company
shall not be required to pay Additional Interest to any Holder of Transfer
Restricted Securities if such Holder failed to comply with its obligations to
make the representations set forth in the second to last paragraph of Section 1
or failed to provide the information required to be provided by it, if any,
pursuant to Section 3(n).



                                       17
<PAGE>
            (b) A Registration Default referred to in Section 6(a)(iii)(B)
      hereof shall be deemed not to have occurred and be continuing in relation
      to a Shelf Registration Statement or the related prospectus if (i) such
      Registration Default has occurred solely as a result of (x) the filing of
      a post-effective amendment to such Shelf Registration Statement to
      incorporate annual audited financial information with respect to the
      Company where such post-effective amendment is not yet effective and needs
      to be declared effective to permit Holders to use the related prospectus
      or (y) other material events, with respect to the Company that would need
      to be described in such Shelf Registration Statement or the related
      prospectus and (ii) in the case of clause (y), the Company is proceeding
      promptly and in good faith to amend or supplement such Shelf Registration
      Statement and related prospectus to describe such events; provided,
      however, that in the case if such Registration Default occurs for an
      aggregate period in excess of 30 days in any consecutive twelve month
      period, Additional Interest shall be payable in accordance with the above
      from the day such Registration Default occurs until such Registration
      Default is cured.

            (c) Any amounts of Additional Interest due pursuant to clause (i),
      (ii) or (iii) of Section 6(a) above will be payable in cash on the regular
      interest payment dates with respect to the Initial Securities. The amount
      of Additional Interest will be determined by multiplying the applicable
      Additional Interest rate by the principal amount of the Transfer
      Restricted Securities, multiplied by a fraction, the numerator of which is
      the number of days such Additional Interest rate was applicable during
      such period (determined on the basis of a 360-day year comprised of twelve
      30-day months), and the denominator of which is 360.

            (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i)
      the date on which such Security has been exchanged by a Holder for a
      freely transferable Exchange Security in the Registered Exchange Offer,
      (ii) the date on which such Security has been effectively registered under
      the Securities Act and disposed of in accordance with the Shelf
      Registration Statement or (iii) the date on which such Security is
      distributed to the public pursuant to Rule 144 under the Securities Act or
      is saleable pursuant to Rule 144(k) under the Securities Act (or otherwise
      is eligible for resale pursuant to Rule 144 (or any successor provision)
      under the Securities Act without volume restrictions, if any).

      7. Rules 144 and 144A. So long as Transfer Restricted Securities remain
outstanding, the Company shall use its reasonable best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the reasonable request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will use its reasonable best efforts to take such further action as any Holder
of Securities may reasonably request, all to the extent required from time


                                       18
<PAGE>
to time to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). Upon the written request
of any Holder of Initial Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

      8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
the Company (which shall not be unreasonably withheld or delayed) and such
Holders will be responsible for all underwriting commissions and discounts in
connection therewith.

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

      9. Miscellaneous.

            (a) Amendments and Waivers. The provisions of this Agreement may not
      be amended, modified or supplemented, and waivers or consents to
      departures from the provisions hereof may not be given, except by the
      Company and the written consent of the Holders of a majority in principal
      amount of the Securities affected by such amendment, modification,
      supplement, waiver or consents. Without the consent of the Holder of each
      Security, however, no modification may change the provisions relating to
      the payment of Additional Interest.

            (b) Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand delivery, first-class
      mail, facsimile transmission, or air courier which guarantees overnight
      delivery:

                  (1) if to a Holder of the Securities, at the most current
            address given by such Holder to the Company.



                                       19
<PAGE>
                     (2)   if to the Initial Purchasers;

                           Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.:  (212) 325-8278
                           Attention:  Transactions Advisory Group

                  with a copy to:

                           Cravath, Swaine & Moore LLP
                           825 Eight Avenue
                           New York, NY  10019
                           Fax No.:  (212) 474-3700
                           Attention:  William J. Whelan, III, Esq.


                    (3)   if to the Company, at its address as follows:

                           2451 Towngate Road
                           Westlake Village, CA 91361

                  with a copy to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, NY  10022
                           Fax No.:  (212) 909-6836
                           Attention: Steven J. Slutzky, Esq.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

            (c) 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.

                                       20
<PAGE>
            (d) Successors and Assigns. This Agreement shall be binding upon the
      Company and its successors and assigns. Each Holder by its acceptance of a
      Security for itself and its successors and assigns agrees to be bound
      hereby.

            (e) 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.

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

            (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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

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

            (j) Submission to Jurisdiction; Agent for Service; Waiver of
      Immunities. Each party hereto hereby submits to the jurisdiction of the
      Federal and state courts in the Borough of Manhattan in The City of New
      York in any suit or proceeding arising out of or relating to this
      Agreement or the transactions contemplated hereby. Each of Parent and
      Jafra Mexico irrevocably appoints Jafra US as its authorized agent upon
      which process may be served in any such suit or proceeding, and agrees
      that service of process upon such agent, and written notice of said
      service to Jafra Mexico or Parent, as the case may be, by the person
      serving the same to the address provided in 9(b) hereto, shall be deemed
      in every respect effective service of process upon Jafra Mexico or Parent,
      as the case may be, in any such suit or proceeding. Each of Parent and
      Jafra Mexico further agrees to take any and all action as may be necessary
      to maintain such designation and appointment of such agent in full force
      and effect so long as the securities shall be outstanding. To the extent
      that the Company may acquire any immunity from jurisdiction of any court
      or from any


                                       21
<PAGE>
      legal process (whether through service of notice, attachment prior to
      judgment, attachment in aid of execution, execution or otherwise) with
      respect to itself or its property, it hereby irrevocably waives such
      immunity in respect of this Agreement, to the fullest extent permitted by
      law.

            (k) Remedies. The Company acknowledges and agrees that any failure
      by the Company to comply with its obligations under Section 1 and 2 hereof
      may result in material irreparable injury to the Initial Purchasers or the
      Holders for which there is no adequate remedy at law, that it will not be
      possible to measure damages for such injuries precisely and that, in the
      event of any such failure, the Initial Purchasers or any Holder may obtain
      such relief as may be required to specifically enforce the Company's
      obligations under Sections 1 and 2 hereof. The Company further agrees to
      waive the defense in any action for specific performance that a remedy at
      law would be adequate.



                                       22
<PAGE>
      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers and the Company in accordance with its terms.

                                        Very truly yours,

                                        JAFRA COSMETICS INTERNATIONAL, INC.,
                                        as Issuer on a several, and not
                                        joint, basis and as an Existing
                                        Guarantor


                                         By: /s/ RALPH S. MASON, III
                                            ----------------------------
                                            Name: RALPH S. MASON, III
                                            Title: EXECUTIVE VICE PRESIDENT


                                         DISTRIBUIDORA COMERCIAL JAFRA,
                                         S.A. de C.V., as Issuer on a
                                         several, and not joint, basis
                                         and as an Existing Guarantor


                                         By: /s/ RALPH S. MASON, III
                                            ----------------------------
                                            Name: RALPH S. MASON, III
                                            Title: EXECUTIVE VICE PRESIDENT


                                         JAFRA WORLDWIDE HOLDINGS (LUX),
                                         S.ar.l., as an Existing
                                         Guarantor


                                         By: /s/ RALPH S. MASON, III
                                            ----------------------------
                                            Name: RALPH S. MASON, III
                                            Title: EXECUTIVE VICE PRESIDENT


                                       23
<PAGE>
                                            JAFRA COSMETICS INTERNATIONAL,
                                            S.A. de C.V., as Initial
                                            Mexican Subsidiary Guarantor


                                            By: /s/ RALPH S. MASON, III
                                               ----------------------------
                                               Name: RALPH S. MASON, III
                                               Title: EXECUTIVE VICE PRESIDENT



                                            COSMETICOS Y FRAGANCIAS, S.A.
                                            de C.V., as Initial Mexican
                                            Subsidiary Guarantor


                                            By: /s/ RALPH S. MASON, III
                                               ----------------------------
                                               Name: RALPH S. MASON, III
                                               Title: VICE PRESIDENT


                                            JAFRA COSMETICS, S.A. de C.V.,
                                            as Initial Mexican Subsidiary
                                            Guarantor


                                            By: /s/ RALPH S. MASON, III
                                               ----------------------------
                                               Name: RALPH S. MASON, III
                                               Title: VICE PRESIDENT


                                            DISTRIBUIDORA VENUS, S.A. de
                                            C.V., as Initial Mexican
                                            Subsidiary Guarantor


                                            By: /s/ RALPH S. MASON, III
                                               ----------------------------
                                               Name: RALPH S. MASON, III
                                               Title: VICE PRESIDENT


                                            DIRSAMEX, S.A. de C.V., as
                                            Initial Mexican Subsidiary
                                            Guarantor


                                            By: /s/ RALPH S. MASON, III
                                               ----------------------------
                                               Name: RALPH S. MASON, III
                                               Title: VICE PRESIDENT


                                       24
<PAGE>
                                              SERVIDAY, S.A. de C.V., as
                                              Initial Mexican Subsidiary
                                              Guarantor


                                              By: /s/ Ralph S. Mason, III
                                                 ----------------------------
                                                 Name:  Ralph S. Mason, III
                                                 Title: Vice President


                                              JAFRAFIN, S.A. de C.V., as
                                              Initial Mexican Subsidiary
                                              Guarantor


                                              By: /s/ Ralph S. Mason, III
                                                 ----------------------------
                                                 Name:  Ralph S. Mason, III
                                                 Title: Executive Vice President





                                       25
<PAGE>

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


Credit Suisse First Boston LLC
Merrill Lynch, Pierce Fenner & Smith Incorporated

by:  Credit Suisse First Boston LLC

       By: /s/ EDWARD P. GARDEN
           --------------------------------------
           Name:  EDWARD P. GARDEN
           Title: MANAGING DIRECTOR
<PAGE>
                                                                         ANNEX A

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."



                                       27
<PAGE>
                                                                         ANNEX B

      Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."



                                       28
<PAGE>
                                                                         ANNEX C
                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until , 200 , all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.

      The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

      For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
<PAGE>
                                                                         ANNEX D


[__] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    ____________________________________________
                  Address: ___________________________________________
                           ____________________________________________





      If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.