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                                                                    EXHIBIT 4.12

                               PLIANT CORPORATION

                                  $250,000,000

                      11 1/8% Senior Secured Notes due 2009

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 30, 2003

J.P. MORGAN SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 5th floor
New York, New York  10017

Ladies and Gentlemen:

                Pliant Corporation, a Utah corporation (the "Company"), proposes
to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Deutsche Bank
Securities Inc. ("DBSI") and Credit Suisse First Boston LLC ("CSFB" and,
together with JPMorgan and DBSI, the "Initial Purchasers"), upon the terms and
subject to the conditions set forth in a purchase agreement dated May 22, 2003
(the "Purchase Agreement"), $250,000,000 principal amount of the Company's 11
1/8% Senior Secured Notes due 2009 (the "Notes") to be guaranteed on a senior
secured basis by certain of the Company's subsidiaries signatory hereto (the
"Note Guarantors"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

                As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Note Guarantors agree with
the Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers and the Market-Maker (as defined herein)) of the Notes, the Exchange
Notes (as defined herein) and the Private Exchange Notes (as defined herein)
(collectively, the "Holders"), as follows:

                1. Registered Exchange Offer. Unless, because of any change in
law or applicable interpretations thereof by the Commission's staff, the Company
and the Note Guarantors determine in good faith after consultation with counsel
that they are not permitted to effect the Registered Exchange Offer (as defined
herein), the Company and the Note Guarantors shall (i) prepare and, not later
than 75 days following the date of original issuance of the Notes (the "Issue
Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act with
respect to a proposed offer to the Holders of the Notes (the "Registered
Exchange Offer") to issue and deliver to such Holders, in exchange for the
Notes, a like aggregate principal amount of debt securities of the Company (the
"Exchange Notes") that are identical in all material respects to the Notes,
except for the transfer restrictions relating to the Notes, (ii) use
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act

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                                                                               2

no later than 150 days after the Issue Date and the Registered Exchange Offer to
be consummated no later than 190 days after the Issue Date and (iii) keep the
Registered Exchange Offer open for not less than 20 business days (or longer, if
required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange
Offer Registration Period"). The Exchange Notes will be issued under the
Indenture or an indenture (the "Exchange Notes Indenture") among the Company,
the Note Guarantors and the Trustee or such other bank or trust company that is
reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange
Notes Trustee"), such indenture to be identical in all material respects to the
Indenture, except for the transfer restrictions relating to the Notes (as
described above). All references in this Agreement to "prospectus" shall, except
where the context otherwise requires, include any prospectus (or amendment or
supplement thereto) filed with the Commission pursuant to Section 6 of this
Agreement.

                Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Notes for Exchange Notes (assuming that such Holder (a) is
not an affiliate (within the meaning of Rule 405 under the Securities Act) of
the Company or an Exchanging Dealer (as defined herein) not complying with the
requirements of the next sentence, (b) is not an Initial Purchaser holding Notes
that have, or that are reasonably likely to have, the status of an unsold
allotment in an initial distribution, (c) acquires the Exchange Notes in the
ordinary course of such Holder's business, (d) has no arrangements or
understandings with any person to participate in the distribution of the
Exchange Notes and (e) if such Holder is not an Exchanging Dealer (as defined
below), it is not engaged in, and does not intend to engage in, a distribution
of the Exchange Notes) and to trade such Exchange Notes 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, the Note Guarantors, the Initial Purchasers and
each Exchanging Dealer acknowledge that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Notes, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information 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 (if any) and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Notes received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

                If, prior to the consummation of the Registered Exchange Offer,
any Holder shall notify the Company in writing that it holds any Notes acquired
by it that have, or that are reasonably likely to be determined to have, the
status of an unsold allotment in an initial distribution, or any Holder notifies
the Company in writing that it believes that it is not entitled to participate
in the Registered Exchange Offer (other than because it has an understanding or
arrangement with any person to participate in the distribution of the Exchange
Notes) and such Holder has not received a written opinion from counsel to the
Company, reasonably acceptable to such Holder to the effect that such Holder is
legally permitted to participate in the Registered Exchange Offer, the Company
shall, upon the request of any such Holder, simultaneously with the delivery of
the Exchange Notes in the Registered Exchange Offer, issue and deliver to any
such Holder, in exchange for the Notes held by such Holder (the "Private
Exchange"), a like aggregate principal amount of debt securities of the Company
(the "Private Exchange Notes")

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                                                                               3

that are identical in all material respects to the Exchange Notes, except for
the transfer restrictions relating to such Private Exchange Notes. The Private
Exchange Notes will be issued under the same indenture as the Exchange Notes,
and, if permitted under the policies established at such time by the CUSIP
Service Bureau of Standard & Poor's Corporation, the Company shall use
commercially reasonable efforts to cause the Private Exchange Notes to bear the
same CUSIP number as the Exchange Notes.

                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 20
        business days (or longer, if required by applicable law) after the date
        on which notice of the Registered Exchange Offer 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;

                (d) permit Holders to withdraw tendered Notes at any time prior
        to the close of business, New York City time, on the last business day
        on which the Registered Exchange Offer shall remain open; and

                (e) otherwise comply in all respects with all laws that are
        applicable to the Registered Exchange Offer.

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

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

                (b) deliver to the Trustee for cancelation all Notes so accepted
        for exchange; and

                (c) cause the Trustee or the Exchange Notes Trustee, as the case
        may be, promptly to authenticate and deliver to each Holder, Exchange
        Notes or Private Exchange Notes, as the case may be, equal in principal
        amount to the Notes of such Holder so accepted for exchange.

                The Company and the Note Guarantors shall use commercially
reasonable 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 used by all persons (including Exchanging Dealers) subject
to the prospectus delivery requirements of the Securities Act for 180 days after
the consummation of the Registered Exchange Offer (such 180 days, the
"Applicable Period").

                The Indenture or the Exchange Notes Indenture, as the case may
be, shall provide that the Notes, the Exchange Notes and the Private Exchange
Notes shall vote and consent

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END$$

                                                                               4

together on all matters as one class and that none of the Notes, the Exchange
Notes or the Private Exchange Notes will have the right to vote or consent as a
separate class on any matter.

                Interest on each Exchange Note and Private Exchange Note 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 on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the Issue Date.

                Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company and the Note Guarantors in writing
(which may be contained in the applicable letter of transmittal) that at the
time of the consummation of the Registered Exchange Offer (i) any Exchange Notes
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 Notes or the Exchange Notes within the
meaning of the Securities Act, (iii) such Holder is not an affiliate (within the
meaning of Rule 405 under the Securities Act) of the Company or, if it is such
an affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable and (iv) if
such Holder is a broker-dealer, that it will deliver a prospectus in connection
with any resale of such Exchange Notes during the Applicable Period.

                Notwithstanding any other provisions hereof, the Company and the
Note Guarantors will 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 of the Commission 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
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact 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
applicable interpretations thereof by the Commission's staff the Company and the
Note Guarantors determine in good faith after consultation with counsel that
they are not permitted to effect the Registered Exchange Offer as contemplated
by Section 1 hereof, or (ii) any Notes validly tendered pursuant to the
Registered Exchange Offer are not exchanged for Exchange Notes within 190 days
after the Issue Date, or (iii) the Initial Purchasers so request with respect to
Notes or Private Exchange Notes not eligible to be exchanged for Exchange Notes
in the Registered Exchange Offer and held by them following the consummation of
the Registered Exchange Offer, or (iv) any applicable law or interpretations do
not permit any Holder to participate in the Registered Exchange Offer (other
than because such Holder has an understanding or arrangement with any person to
participate in the distribution of the Exchange Notes), or (v) any Holder that
participates in the Registered Exchange Offer notifies the Company in writing
within 30 days following the consummation of the Registered Exchange Offer that
such Holder may not resell the Exchange Notes acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration

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END$$

                                                                               5

Statement is not legally available for such resales by such Holder, or (vi) the
Company so elects, then the following provisions shall apply:

                (a) The Company and the Note Guarantors shall use commercially
        reasonable efforts to file as promptly as practicable (but in no event
        more than 60 days after so required or requested pursuant to this
        Section 2; provided that in the case of any filing in response to clause
        (i), (iii) or (iv) of the preceding paragraph, the Company and the Note
        Guarantors shall not be required to make any such filing earlier than 75
        days following the Issue Date (the date of such filing, the "Shelf
        Filing Date")) with the Commission, and thereafter shall use
        commercially reasonable efforts to cause to be declared effective on or
        prior to 115 days after the Shelf Filing Date (but, in the case of any
        filing in response to clause (i), (iii), (iv) or (vi) of the preceding
        paragraph, in no event earlier than the 190th day after the Issue Date),
        a shelf registration statement on an appropriate form under the
        Securities Act relating to the offer and sale of the Transfer Restricted
        Notes (as defined below) by the Holders thereof from time to time in
        accordance with the methods of distribution set forth in such
        registration statement (hereafter, a "Shelf Registration Statement" and,
        together with any Exchange Offer Registration Statement, a "Registration
        Statement").

                (b) The Company and the Note Guarantors shall use commercially
        reasonable efforts to keep the Shelf Registration Statement continuously
        effective in order to permit the prospectus forming part thereof to be
        used by Holders of Transfer Restricted Notes for a period ending on the
        earlier of (i) two years from the Issue Date or such shorter period that
        will terminate when all the Transfer Restricted Notes covered by the
        Shelf Registration Statement have been sold pursuant thereto and (ii)
        the date on which the Notes become eligible for resale without volume
        restrictions pursuant to Rule 144 under the Securities Act (in any such
        case, such period being called the "Shelf Registration Period"). The
        Company and the Note Guarantors shall be deemed not to have used
        commercially reasonable efforts to keep the Shelf Registration Statement
        effective during the requisite period if any of them voluntarily take
        any action that would result in Holders of Transfer Restricted Notes
        covered thereby not being able to offer and sell such Transfer
        Restricted Notes during that period, unless (A) such action is required
        by applicable law or (B) such action was permitted by Section 2(c).

                (c) Notwithstanding the provisions of Section 2(b) (but subject
        to the provisions of Section 3(b)), the Company and the Note Guarantors
        may for valid business reasons, including without limitation, a
        potential acquisition, divestiture of assets or other material corporate
        transaction, issue a notice that the Shelf Registration Statement is no
        longer effective or the prospectus included therein is no longer usable
        for offers and sales of Transfer Restricted Notes and may issue any
        notice suspending use of the Shelf Registration Statement required under
        applicable securities laws to be issued. The provisions of this Section
        2(c) shall also be applicable to the Exchange Offer Registration
        Statement during the Applicable Period; provided that the Applicable
        Period shall be extended for the number of days (which shall not exceed
        60) that the use of the Exchange Offer Registration Statement is
        suspended.

                (d) Notwithstanding any other provisions hereof, the Company and
        the Note Guarantors shall ensure that (i) any Shelf 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 of the

<PAGE>
END$$

                                                                               6

        Commission thereunder, (ii) any Shelf Registration Statement and any
        amendment thereto (in either case, other than with respect to
        information included therein in reliance upon or in conformity with
        written information furnished to the Company by or on behalf of any
        Holder specifically for use therein (the "Holders' Information")) does
        not 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 Shelf Registration Statement, and any supplement to such
        prospectus (in either case, other than with respect to Holders'
        Information), does not include an untrue statement of a material fact or
        omit to state a material fact necessary in order to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading.

                3. Liquidated Damages. (a) The parties hereto agree that the
Holders of Transfer Restricted Notes will suffer damages if the Company and the
Note Guarantors fail to fulfill their obligations under Section 1 or Section 2,
as applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the applicable Registration Statement is not filed
with the Commission on or prior to the date specified in this Agreement, (ii)
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, is not declared effective on or prior to the date specified
in this Agreement, (iii) the Registered Exchange Offer is not consummated on or
prior to 190 days after the Issue Date (other than in the event the Company is
requested or required or elected to file a Shelf Registration Statement), or
(iv) the Shelf Registration Statement is filed and declared effective on or
prior to the date specified in this Agreement but shall thereafter cease to be
effective (at any time that the Company and the Note Guarantors are obligated to
maintain the effectiveness thereof) without being succeeded within 60 days by an
additional Registration Statement or a post-effective amendment to the Shelf
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the interest rate on the
Transfer Restricted Securities will be increased by 1.00% per annum (the amount
paid as a result of such increase being herein referred to as "liquidated
damages") until (i) the applicable Registration Statement is filed, (ii) the
Exchange Offer Registration Statement is declared effective and the Registered
Exchange Offer is consummated, (iii) the Shelf Registration Statement is
declared effective or (iv) the Shelf Registration Statement again becomes
effective, an additional Registration Statement becomes effective or a
post-effective amendment to the Shelf Registration Statement becomes effective,
as the case may be. Following the cure of all Registration Defaults, the accrual
of liquidated damages will cease. As used herein, the term "Transfer Restricted
Notes" means (i) each Note until the date on which such Note has been exchanged
for a freely transferable Exchange Note in the Registered Exchange Offer (it
being understood that the requirement that an Exchanging Dealer deliver a
prospectus in connection with sales of Exchange Notes acquired in the Registered
Exchange Offer shall not mean that the Exchange Note is not freely transferable
for purposes of this Section 3), (ii) each Note or Private Exchange Note until
the date on which it has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iii)
each Note or Private Exchange Note until the date on which it 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. Notwithstanding anything to the
contrary in this Section 3(a), the Company shall not be required to pay
liquidated damages to a Holder of Transfer Restricted Notes 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 4(o).

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                (b) Notwithstanding the foregoing provisions of Section 3(a),
the Company and the Note Guarantors may for valid business reasons, including
without limitation, a potential acquisition, divestiture of assets or other
material corporate transaction, issue a notice that the Shelf Registration
Statement is no longer effective or the prospectus included therein is no longer
usable for offers and sales of Transfer Restricted Notes and may issue any
notice suspending use of the Shelf Registration Statement required under
applicable securities laws to be issued and, in the event that the aggregate
number of days in any consecutive twelve-month period for which all such notices
are issued and effective exceeds 60 days in the aggregate, then the interest
rate on the Transfer Restricted Notes covered by the Shelf Registration
Statement will be increased by 1.00% per annum (the amount paid as a result of
such increase being herein referred to as "liquidated damages"). Upon the
Company and the Note Guarantors declaring that the Shelf Registration Statement
is useable after the period of time described in the preceding sentence, accrual
of liquidated damages shall cease; provided, however, that if after any such
cessation of the accrual of liquidated damages the Shelf Registration Statement
again ceases to be useable beyond the period permitted above, liquidated damages
will again accrue pursuant to the foregoing provisions.

                (c) The Company shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company and the Note Guarantors shall pay the
liquidated damages due on the Transfer Restricted Notes by depositing with the
Paying Agent (which may not be the Company for these purposes), in trust, for
the benefit of the Holders thereof, prior to 10:00 a.m., New York City time, on
the next interest payment date specified by the Indenture and the Notes, sums
sufficient to pay the liquidated damages then due. The liquidated damages due
shall be payable on each interest payment date specified by the Indenture and
the Notes to the record holder entitled to receive the interest payment to be
made on such date. Each obligation to pay liquidated damages shall be deemed to
accrue from and including the date of the applicable Registration Default.

                (d) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Notes by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

                4. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

                (a) The Company shall (i) furnish to the Initial Purchasers,
        prior to the filing thereof with the Commission, a copy of the Exchange
        Offer Registration Statement and each amendment thereof and each
        supplement, if any, to the prospectus included therein and shall use
        commercially reasonable efforts to reflect in each such document, when
        so filed with the Commission, such comments as the Initial Purchasers
        may reasonably propose; (ii) include information substantially 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 (if any) 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 information substantially as set
        forth in Annex D hereto in the

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                                                                               8

        Letter of Transmittal delivered pursuant to the Registered Exchange
        Offer; and (iii) if requested in writing by any Initial Purchaser,
        include the information required by Items 507 or 508 of Regulation S-K,
        as applicable, in the prospectus forming a part of the Exchange Offer
        Registration Statement.

                (b) The Company shall advise the Initial Purchasers, each
        Exchanging Dealer and the Holders (if applicable) and, if requested by
        any such person, confirm such advice in writing (which advice 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 any Registration Statement and any amendment
                thereto has been filed with the Commission and when such
                Registration Statement or any post-effective amendment thereto
                has become effective;

                        (ii) of any request by the Commission for amendments or
                supplements to any 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 any Registration Statement
                or the initiation of any proceedings for that purpose;

                        (iv) of the receipt by the Company of any notification
                with respect to the suspension of the qualification of the
                Notes, the Exchange Notes or the Private Exchange Notes 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
                making of any changes in any Registration Statement or the
                prospectus included therein in order that 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 not misleading.

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

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

                (e) The Company will, during the Shelf Registration Period,
        promptly deliver to each Holder of Transfer Restricted Notes included
        within the coverage of 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; and the

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                                                                               9

        Company consents to the use of such prospectus or any amendment or
        supplement thereto by each of the selling Holders of Transfer Restricted
        Notes in connection with the offer and sale of the Transfer Restricted
        Notes covered by such prospectus or any amendment or supplement thereto.

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

                (g) The Company will, during the Exchange Offer Registration
        Period or the Shelf Registration Period, as applicable, promptly deliver
        to the Initial Purchasers, each Exchanging Dealer and such other persons
        that are 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 or the Shelf
        Registration Statement and any amendment or supplement thereto as the
        Initial Purchasers, such Exchanging Dealer or other persons may
        reasonably request in writing; and the Company and the Note Guarantors
        consent to the use of such prospectus or any amendment or supplement
        thereto by the Initial Purchasers, such Exchanging Dealer or other
        persons, as applicable, as aforesaid.

                (h) Prior to the effective date of any Registration Statement,
        the Company and the Note Guarantors will use commercially reasonable
        efforts to register or qualify, or cooperate with the Holders of Notes,
        Exchange Notes or Private Exchange Notes included therein and their
        respective counsel in connection with the registration or qualification
        of, such Notes, Exchange Notes or Private Exchange Notes for offer and
        sale under the securities or blue sky laws of such jurisdictions as any
        such Holder 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 Notes, Exchange Notes or Private Exchange Notes
        covered by such Registration Statement; provided that the Company and
        the Note Guarantors will not be required to qualify generally to do
        business in any jurisdiction where they are not then so qualified or to
        take any action which would subject them to general service of process
        or to taxation in any such jurisdiction where they are not then so
        subject.

                (i) The Company and the Note Guarantors will cooperate with the
        Holders of Notes, Exchange Notes or Private Exchange Notes to facilitate
        the timely preparation and delivery of certificates representing Notes,
        Exchange Notes or Private Exchange Notes 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 thereof may
        request in writing prior to sales of Notes, Exchange Notes or Private
        Exchange Notes pursuant to such Registration Statement.

                (j) If any event contemplated by Section 4(b)(ii) through (v)
        occurs during the period for which the Company and the Note Guarantors
        are required to maintain an effective Registration Statement, the
        Company and the Note Guarantors will promptly prepare and file with the
        Commission a post-effective amendment to the Registration Statement or a
        supplement to the related prospectus or file any other required document

<PAGE>
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                                                                              10

        so that, as thereafter delivered to purchasers of the Notes, Exchange
        Notes or Private Exchange Notes from a Holder, the prospectus will not
        include an untrue statement of a material fact or omit to state a
        material fact necessary in order to make the statements therein, in the
        light of the circumstances under which they were made, not misleading.

              (k) If any event contemplated by Section 2(c) or 3(b) occurs

        during the period for which the Company and the Note Guarantors are
        required to maintain an effective Registration Statement, the Company
        and the Note Guarantors will, to the extent required after the end of
        the applicable periods referred to in Sections 2(c) and 3(b), promptly
        prepare and file with the Commission a post-effective amendment to the
        Registration Statement or a supplement to the related prospectus or
        file any other required document so that, as thereafter delivered to
        purchasers of the Notes, Exchange Notes or Private Exchange Notes from
        a Holder, the prospectus will not include an untrue statement of a
        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading.

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

                (m) The Company and the Note Guarantors will comply with all
        applicable rules and regulations of the Commission and the Company and
        the Note Guarantors will make generally available to their security
        holders as soon as practicable after the effective date of the
        applicable Registration Statement an earning statement of the Company
        satisfying the provisions of Section 11(a) of the Securities Act;
        provided that in no event shall such earning statement be delivered
        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 applicable Registration Statement, which statement shall cover such
        12-month period.

                (n) The Company and the Note Guarantors will cause the Indenture
        or the Exchange Notes Indenture, as the case may be, to be qualified
        under the Trust Indenture Act as required by applicable law in a timely
        manner.

                (o) The Company may require each Holder of Transfer Restricted
        Notes to be registered pursuant to any Shelf Registration Statement to
        furnish to the Company such information concerning the Holder and the
        distribution of such Transfer Restricted Notes as the Company may from
        time to time reasonably require for inclusion in such Shelf Registration
        Statement, and the Company may exclude from such registration the
        Transfer Restricted Notes of any Holder that fails to furnish such
        information within a reasonable time after receiving such request. Each
        Holder of Transfer Restricted Notes as to which a Shelf Registration
        Statement is being effected, by its participation in the Shelf
        Registration Statement, shall be deemed to agree to furnish the Company
        and the Note Guarantors all information concerning such Holder required
        to be described in order to make the information previously furnished by
        such Holder to the Company and the Note Guarantors not materially
        misleading.

<PAGE>
END$$

                                                                              11

                (p) In the case of (A) a Shelf Registration Statement, each
        Holder of Transfer Restricted Notes to be registered pursuant thereto
        agrees by acquisition of such Transfer Restricted Notes that, and (B)
        the Exchange Offer Registration Statement during the Applicable Period
        only, each Holder of Exchange Notes subject to the prospectus delivery
        requirements of the Securities Act agrees that, upon receipt of any
        notice from the Company pursuant to Sections 2(c), 3(b) or 4(b)(ii)
        through (v), such Holder will discontinue disposition of such Transfer
        Restricted Notes or Exchange Notes, as applicable, until such Holder's
        receipt of copies of the supplemental or amended prospectus contemplated
        by Section 4(j) or 4(k), as the case may be, or until advised in writing
        by the Company that the use of the applicable prospectus may be resumed
        (the "Advice"). If the Company shall give any notice under Sections
        2(c), 3(b) or 4(b)(ii) through (v) during the period that the Company is
        required to maintain an effective Registration Statement (the
        "Effectiveness Period"), such Effectiveness Period shall be extended by
        the number of days during such period from and including the date of the
        giving of such notice to and including the date when each seller of
        Transfer Restricted Notes or Exchange Notes, as applicable, covered by
        such Registration Statement shall have received (x) the copies of the
        supplemental or amended prospectus contemplated by Section 4(j) or 4(k),
        as the case may be, (if an amended or supplemental prospectus is
        required) or (y) the Advice (if no amended or supplemental prospectus is
        required).

                (q) In the case of a Shelf Registration Statement, the Company
        and the Note Guarantors shall enter into such customary agreements
        (including, if requested by Holders of a majority in aggregate principal
        amount of the Notes, an underwriting agreement in customary form) and
        take all such other action, if any, as Holders of a majority in
        aggregate principal amount of the Notes, Exchange Notes and Private
        Exchange Notes covered by the Shelf Registration Statement or the
        managing underwriters (if any) shall reasonably request in order to
        facilitate any disposition of Notes, Exchange Notes or Private Exchange
        Notes pursuant to such Shelf Registration Statement. Notwithstanding
        anything to the contrary contained in this Agreement, the Company and
        the Note Guarantors shall not be required to engage in more than one
        underwritten offering pursuant to this Agreement.

                (r) In the case of a Shelf Registration Statement, the Company
        shall (i) make reasonably available for inspection by a representative
        of, and Special Counsel (as defined below) acting for, Holders of a
        majority in aggregate principal amount of the Notes, Exchange Notes and
        Private Exchange Notes covered by the Shelf Registration Statement and
        any underwriter participating in any disposition of Notes, Exchange
        Notes or Private Exchange Notes pursuant to such Shelf Registration
        Statement, all relevant financial and other records, pertinent corporate
        documents and properties of the Company and its subsidiaries and (ii)
        use commercially reasonable efforts to have its officers, directors,
        employees, accountants and counsel supply all relevant information
        reasonably requested by such representative, Special Counsel or any such
        underwriter (an "Inspector") in connection with such Shelf Registration
        Statement.

                (s) In the case of a Shelf Registration Statement, the Company
        shall, if requested by Holders of a majority in aggregate principal
        amount of the Notes, Exchange Notes and Private Exchange Notes covered
        by the Shelf Registration Statement, their Special Counsel or the
        managing underwriters (if any) in connection with such Shelf
        Registration Statement, use commercially reasonable efforts to cause (i)
        its counsel to deliver an

<PAGE>
END$$

                                                                              12

        opinion relating to the Shelf Registration Statement and the Notes,
        Exchange Notes or Private Exchange Notes, as applicable, in customary
        form, (ii) its officers to execute and deliver all customary documents
        and certificates requested by Holders of a majority in aggregate
        principal amount of the Notes, Exchange Notes and Private Exchange Notes
        being sold, its Special Counsel or the managing underwriters (if any)
        and (iii) its independent public accountants to provide a comfort letter
        or letters in customary form, subject to receipt of appropriate
        documentation as contemplated, and only if permitted, by Statement of
        Auditing Standards No. 72.

                5. Registration Expenses. The Company and the Note Guarantors
will jointly and severally bear all expenses incurred in connection with the
performance of their obligations under Sections 1, 2, 3 and 4 and the Company
will reimburse the Initial Purchasers or the Holders, as applicable, for the
reasonable fees and disbursements of one firm of attorneys (in addition to any
local counsel) chosen by the Holders of a majority in aggregate principal amount
of the Notes, the Exchange Notes and the Private Exchange Notes covered by each
Registration Statement (the "Special Counsel") acting for the Initial Purchasers
or Holders in connection therewith. The Company and the Note Guarantors are not
required to pay any commissions or concessions of any broker-dealers.

                6. Market-Making. (a) For so long as any of the Notes, Exchange
Notes or Private Exchange Notes are outstanding and JPMorgan (in such capacity,
the "Market-Maker") or any of its affiliates (as defined in the rules and
regulations of the Commission) owns any equity securities of the Company, the
Note Guarantors or any of their affiliates and proposes to make a market in the
Notes, Exchange Notes or Private Exchange Notes as part of its business in the
ordinary course, the following provisions shall apply for the sole benefit of
the Market-Maker:

                (i) The Company and the Note Guarantors shall (A) on the date
        that the Exchange Offer Registration Statement is filed with the
        Commission, file a registration statement (the "Market-Making
        Registration Statement") (which may be the Exchange Offer Registration
        Statement or the Shelf Registration Statement if permitted by the rules
        and regulations of the Commission) and use commerically reasonable
        efforts to cause such Market-Making Registration Statement to be
        declared effective by the Commission on or prior to the consummation of
        the Exchange Offer; (B) periodically amend such Market-Making
        Registration Statement so that the information contained therein
        complies with the requirements of Section 10(a) under the Securities
        Act; (C) if reasonably requested in writing by the Market-Maker, within
        45 days following the end of each of the Company's fiscal quarters
        (other than the fourth quarter), file a supplement to the prospectus
        contained in the Market-Making Registration Statement that sets forth
        the financial results of the Company for such quarter; (D) amend the
        Market-Making Registration Statement or amend or supplement the related
        prospectus when necessary to reflect any material changes in the
        information provided therein; and (E) amend the Market-Making
        Registration Statement when required to do so in order to comply with
        Section 10(a)(3) of the Securities Act; provided, however, that (1)
        prior to filing the Market-Making Registration Statement, any amendment
        thereto or any amendment or supplement to the related prospectus (other
        than a supplement filed pursuant to clause (C) of this paragraph unless
        the Market-Maker reasonably requests), the Company will furnish to the
        Market-Maker copies of all such documents proposed to be filed, which
        documents will be subject to the review of the Market-Maker and its
        counsel, (2) the Company and the Note Guarantors will not file the
        Market-Making Registration

<PAGE>
END$$

                                                                              13

        Statement, any amendment thereto or any supplement to the related
        prospectus (other than a supplement filed pursuant to clause (C) of this
        paragraph unless the Market-Maker reasonably requests) to which the
        Market-Maker and its counsel shall reasonably object unless the Company
        and the Note Guarantors are advised by counsel that such Market-Making
        Registration Statement, amendment or supplement is required to be filed
        and (3) the Company will provide the Market-Maker and its counsel with
        copies of the Market-Making Registration Statement and each amendment
        and supplement filed.

                (ii) The Company shall notify the Market-Maker and, if requested
        by the Market-Maker, confirm such advice in writing, (A) when any
        post-effective amendment to the Market-Making Registration Statement or
        any amendment or supplement to the related prospectus has been filed,
        and, with respect to any post-effective amendment, when the same has
        become effective; (B) of any request by the Commission for any
        post-effective amendment to the Market-Making Registration Statement,
        any supplement or amendment to the related prospectus or for additional
        information; (C) the issuance by the Commission of any stop order
        suspending the effectiveness of the Market-Making Registration Statement
        or the initiation of any proceedings for that purpose; (D) of the
        receipt by the Company of any notification with respect to the
        suspension of the qualification of the Notes or Exchange Notes for sale
        in any jurisdiction or the initiation or threatening of any proceedings
        for such purpose; (E) of the happening of any event that makes any
        statement made in the Market-Making Registration Statement, the related
        prospectus or any amendment or supplement thereto untrue or that
        requires the making of any changes in the Market-Making Registration
        Statement, such prospectus or any amendment or supplement thereto, in
        order to make the statements therein not misleading; and (F) of any
        advice from a nationally recognized statistical rating organization that
        such organization has placed the Company under surveillance or review
        with negative implications or has determined to downgrade the rating of
        the Notes, Exchange Notes or Private Exchange Notes or any other debt
        obligation of the Company whether or not such downgrade shall have been
        publicly announced.

                (iii) If any event contemplated by Section 6(a)(ii)(B) through
        (E) occurs during the period for which the Company and the Note
        Guarantors are required to maintain an effective Market-Making
        Registration Statement, the Company and the Note Guarantors shall
        promptly prepare and file with the Commission a post-effective amendment
        to the Market-Making Registration Statement or an amendment or
        supplement to the related prospectus or file any other required document
        so that the prospectus will not include an untrue statement of a
        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading.

                (iv) In the event of the issuance of any stop order suspending
        the effectiveness of the Market-Making Registration Statement or of any
        order suspending the qualification of the Notes, Exchange Notes or
        Private Exchange Notes for sale in any jurisdiction, the Company and the
        Note Guarantors shall use promptly commercially reasonable efforts to
        obtain its withdrawal.

                (v) The Company shall furnish to the Market-Maker, without
        charge, (i) at least one conformed copy of the Market-Making
        Registration Statement and any post-effective amendment thereto; and
        (ii) as many copies of the related prospectus and any amendment or
        supplement thereto as the Market-Maker may reasonably request.

<PAGE>
END$$

                                                                              14

                (vi) The Company and the Note Guarantors shall consent to the
        use of the prospectus contained in the Market-Making Registration
        Statement or any amendment or supplement thereto by the Market-Maker in
        connection with its market making activities.

                (vii) For so long as the Notes, Exchange Notes or Private
        Exchange Notes shall be outstanding, the Company shall furnish to the
        Market-Maker (A) as soon as practicable after the end of each of the
        Company's fiscal years, the number of copies reasonably requested by the
        Market-Maker of the Company's annual report for such year, (B) as soon
        as available, the number of copies reasonably requested by the
        Market-Maker of each report (including, without limitation, reports on
        Forms 10-K, 10-Q and 8-K) or definitive proxy statements of the Company
        filed under the Exchange Act or mailed to stockholders and (C) all
        public reports and all reports and financial statements furnished by the
        Company to the Nasdaq National Market System or any U.S. national
        securities exchange or quotation service upon which the Notes or
        Exchange Notes may be listed pursuant to requirements of or agreements
        with such exchange or quotation service or to the Commission pursuant to
        the Exchange Act or any rule or regulation of the Commission thereunder.

                (viii) Notwithstanding the foregoing provisions of Section 6,
        the Company and the Note Guarantors may for valid business reasons,
        including without limitation, a potential acquisition, divestiture of
        assets or other material corporate transaction, issue a notice that the
        Market-Making Registration Statement is no longer effective or the
        prospectus included therein is no longer usable for offers and sales of
        Notes, Exchange Notes or Private Exchange Notes and may issue any notice
        suspending use of the Market-Making Registration Statement required
        under applicable securities laws to be issued; provided that the use of
        the Market-Making Registration Statement shall not be suspended for more
        than 60 days in the aggregate in any consecutive 12 month period. The
        Market-Maker agrees that upon receipt of any notice from the Company
        pursuant to Section 6(a)(ii)(B) through (E) or this Section 6(a)(viii),
        it will discontinue use of the Market-Making Registration Statement
        until receipt of copies of the supplemented or amended prospectus
        relating thereto or until advised in writing by the Company that the use
        of the Market-Making Registration Statement may be resumed.

                (b) In connection with the Market-Making Registration Statement,
the Company shall (i) make reasonably available for inspection by a
representative of, and counsel acting for, the Market-Maker all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries and (ii) use its commerically reasonable efforts to
have its officers, directors, employees, accountants and counsel supply all
relevant information reasonably requested by such representative or counsel or
the Market-Maker.

                (c) Prior to the effective date of the Market-Making
Registration Statement, the Company and the Note Guarantors will use
commercially reasonable efforts to register or qualify, or cooperate with the
Market-Maker and its counsel in connection with the registration or
qualification of, the Notes, Exchange Notes or Private Exchange Notes for offer
and sale under the securities or blue sky laws of such jurisdictions as the
Market-Maker 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 Notes, Exchange Notes or Private Exchange Notes covered by the
Market-Making Registration Statement; provided that the Company and the Note
Guarantors will not be required to qualify generally to do business in any
jurisdiction where they are not then so

<PAGE>
END$$

                                                                              15

qualified or to take any action which would subject them to general service of
process or to taxation in any such jurisdiction where they are not then so
subject.

                (d) The Company represents and agrees that the Market-Making
Registration Statement, any post-effective amendments thereto, any amendments or
supplements to the related prospectus and any documents filed by them under the
Exchange Act will, when they become effective or are filed with the Commission,
as the case may be, conform in all respects to the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and will not, as of the effective date of such
Market-Making Registration Statement or post-effective amendments and as of the
filing date of amendments or supplements to such prospectus or filings under the
Exchange Act, 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, in the light of the circumstances under which they were made, not
misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Market-Making Registration
Statement or the related prospectus in reliance upon and in conformity with
written information furnished to the Company by the Market-Maker specifically
for inclusion therein, which information the parties hereto agree will be
limited to the statements concerning the market-making activities of the
Market-Maker to be set forth on the cover page and in the "Plan of distribution"
section of the prospectus (the "Market-Maker's Information").

                (e) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented, the Company shall (if requested in writing by
the Market-Maker) furnish the Market-Maker and its counsel with a certificate of
its Chairman of the Board of Directors or its President and Chief Financial
Officer to the effect that:

                (i) the Market-Making Registration Statement has been declared
        effective; (ii) in the case of an amendment to the Market-Making
        Registration Statement, such amendment has become effective under the
        Securities Act as of the date and time specified in such certificate, if
        applicable; in the case of an amendment or supplement to the related
        prospectus, such amendment or supplement to the prospectus was filed
        with the Commission pursuant to the subparagraph of Rule 424(b) under
        the Securities Act specified in such certificate on the date specified
        therein; (iii) to the knowledge of such officers, no stop order
        suspending the effectiveness of the Market-Making Registration Statement
        has been issued and no proceeding for that purpose is pending or
        threatened by the Commission; (iv) such officers have carefully examined
        the Market-Making Registration Statement and the prospectus (and, in the
        case of an amendment or supplement, such amendment or supplement) and as
        of the date of such Market-Making Registration Statement, amendment or
        supplement, as applicable, the Market-Making Registration Statement and
        the prospectus, as amended or supplemented, if applicable, did not
        include any untrue statement of a material fact and did not omit to
        state a material fact required to be stated therein or necessary to make
        the statements therein not misleading.

                (f) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented, the Company shall (if requested in writing by
the Market-Maker) furnish the Market-Maker and its counsel with the written
opinion of counsel for the Company satisfactory to the Market-Maker to the
effect that:

<PAGE>
END$$

                                                                              16

                (i) the Market-Making Registration Statement has been declared
        effective; (ii) in the case of an amendment to the Market-Making
        Registration Statement, such amendment has become effective under the
        Securities Act as of the date and time specified in such opinion, if
        applicable; in the case of an amendment or supplement to the related
        prospectus, such amendment or supplement to the prospectus was filed
        with the Commission pursuant to the subparagraph of Rule 424(b) under
        the Securities Act specified in such opinion on the date specified
        therein; (iii) to the knowledge of such counsel, no stop order
        suspending the effectiveness of the Market-Making Registration Statement
        has been issued and no proceeding for that purpose is pending or
        threatened by the Commission; and (iv) such counsel has reviewed the
        Market-Making Registration Statement and the prospectus (and, in the
        case of an amendment or supplement, such amendment or supplement) and
        participated with officers of the Company and independent public
        accountants for the Company in the preparation of such Market-Making
        Registration Statement and prospectus (and, in the case of an amendment
        or supplement, such amendment or supplement) and has no reason to
        believe that (except for the financial statements and other financial
        and statistical data contained therein as to which no belief is
        required) as of the date of such Market-Making Registration Statement,
        amendment or supplement, as applicable, the Market-Making Registration
        Statement and the prospectus, as amended or supplemented, if applicable,
        contained any untrue statement of a material fact or omitted to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading.

                (g) At the time of effectiveness of the Market-Making
Registration Statement and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented to include audited annual financial
information, the Company shall (if requested in writing by the Market-Maker)
furnish the Market-Maker and its counsel with a letter of Ernst & Young LLP (or
other independent public accountants for the Company or the Note Guarantors of
nationally recognized standing) in form satisfactory to the Market-Maker,
addressed to the Market-Maker and dated the date of delivery of such letter, (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission and, (ii) in all other respects, substantially in the form of
the letter delivered to the Initial Purchasers pursuant to Section 5(g) of the
Purchase Agreement, with, in the case of an amendment or supplement to include
audited financial information, such changes as may be necessary to reflect the
amended or supplemented financial information.

                (h) The Company and the Note Guarantors, on the one hand, and
the Market-Maker, on the other hand, hereby agree to indemnify each other, and,
if applicable, contribute to the other, in accordance with Sections 7 and 8 of
this Agreement.

                (i) The Company will comply with the provisions of this Section
6 at its own expense and will reimburse the Market-Maker for its expenses
associated with this Section 6 (including reasonable fees of counsel).

                (j) The agreements contained in this Section 6 and the
representations, warranties and agreements contained in this Agreement shall
survive all offers and sales of the Notes and Exchange Notes 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.

<PAGE>
END$$

                                                                              17

                (k) For purposes of this Section 6, any reference to the terms
"amend", "amendment" or "supplement" with respect to the Market-Making
Registration Statement or the prospectus contained therein shall be deemed to
refer to and include the filing under the Exchange Act of any document deemed to
be incorporated therein by reference.

                7. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by the Initial Purchasers or Exchanging Dealer, as
applicable, or in connection with the Market-Making Registration Statement, the
Company and the Note Guarantors shall jointly and severally indemnify and hold
harmless each Holder (including, without limitation, each of the Initial
Purchasers, the Market-Maker or such Exchanging Dealer), its affiliates, its
respective officers, directors, employees, representatives and agents, and each
person, if any, who controls such Holder within the meaning of the Securities
Act or the Exchange Act (collectively referred to for purposes of this Section 7
and Section 8 as a Holder) from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including,
without limitation, any loss, claim, damage, liability or action relating to
purchases and sales of Notes, Exchange Notes or Private Exchange Notes), to
which that Holder may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or Market-Making Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto, (ii) the omission or alleged
omission to state therein 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 or (iii) in the case of
the Market-Maker, any material breach by the Company of the representations,
warranties and agreements contained in Section 6, and shall reimburse each
Holder promptly upon demand for any legal or other expenses reasonably incurred
by that Holder in connection with investigating or defending or preparing to
defend against or appearing as a third party witness in connection with any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company and the Note Guarantors shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with any Holders' Information or Market-Maker's
Information, respectively; and provided, further, that with respect to any such
untrue statement in or omission from any related preliminary prospectus, the
indemnity agreement contained in this Section 7(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Notes, Exchange Notes or Private Exchange
Notes to the extent that such loss, claim, damage, liability or action of or
with respect to such Holder results from the fact that both (A) a copy of the
final prospectus was not sent or given to such person at or prior to the written
confirmation of the sale of such Notes, Exchange Notes or Private Exchange Notes
to such person and (B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus unless, in either
case, such failure to deliver the final prospectus was a result of
non-compliance by the Company with Section 4(d), 4(e), 4(f), 4(g) or 6(a)(v), as
applicable.

                (b) In (i) the event of a Shelf Registration Statement, each
Holder or (ii) connection with the Market-Making Registration Statement, the
Market-Maker, as applicable, shall indemnify and hold harmless the Company, its
affiliates, its respective officers, directors,

<PAGE>
END$$

                                                                              18

employees, representatives and agents, and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 7(b) and Section 8 as the
Company), from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company may become
subject, whether commenced or threatened, under the Securities Act, the Exchange
Act, any other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any such Registration Statement or Market-Making
Registration Statement, respectively, or any prospectus forming part thereof or
in any amendment or supplement thereto or (ii) the omission or alleged omission
to state therein 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, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information or
Market-Maker's Information, respectively, furnished to the Company by such
Holder, and shall reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Notes, Exchange Notes or Private
Exchange Notes pursuant to such Shelf Registration Statement or prospectus.

                (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 7(a) or 7(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 7 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 which it
may have to an indemnified party otherwise than under this Section 7. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably

<PAGE>
END$$

                                                                              19

satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 7(a) and 7(b), shall
use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding 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 includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                8. Contribution. If the indemnification provided for in Section
7 is unavailable or insufficient to hold harmless an indemnified party under
Section 7(a) or 7(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (a) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company from the initial offering
and sale of the Notes, on the one hand, and by a Holder from receiving Notes,
Exchange Notes or Private Exchange Notes, as applicable, registered under the
Securities Act or, if applicable, by the Market-Maker from the filing and
effectiveness of a Market-Making Registration Statement, on the other, or (b) if
the allocation provided by clause (a) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (a) above but also the relative fault of the Company and
the Note Guarantors, on the one hand, and such Holder, on the other, with
respect to the statements or omissions that resulted in such loss, claim, damage
or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault 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 the Company and the Note Guarantors or information supplied by the
Company and the Note Guarantors, on the one hand, or to any Holders' Information
or Market-Maker's Information, respectively, supplied by such Holder, on the
other, 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 hereto agree that it would not be just and equitable if
contributions pursuant to this Section 8 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 8 shall be deemed
to include, for purposes of this Section 8, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 8, an indemnifying party that is a

<PAGE>
END$$

                                                                              20

Holder of Notes, Exchange Notes or Private Exchange Notes or the Market-Maker
shall not be required to contribute any amount in excess of the amount by which
the total price at which the Notes, Exchange Notes or Private Exchange Notes
sold by such indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or become liable to pay
by reason of any 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.

                9. Rules 144 and 144A. The Company and the Note Guarantors shall
use commercially reasonable efforts to file the reports required to be filed by
them under the Securities Act and the Exchange Act in a timely manner and, if at
any time the Company and the Note Guarantors are not required to file such
reports, they will, upon the written request of any Holder of Transfer
Restricted Notes or the Market-Maker, make publicly available other information
so long as necessary to permit sales of such Holder's or the Market-Maker's
securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors
covenant that they will take such further action as any Holder of Transfer
Restricted Notes or the Market-Maker may reasonably request, all to the extent
required from time to time to enable such Holder or the Market-Maker to sell
Transfer Restricted Notes without registration under the Securities Act within
the limitation of the exemptions provided by Rules 144 and 144A (including,
without limitation, the requirements of Rule 144A(d)(4)). Upon the written
request of any Holder of Transfer Restricted Notes, the Company and the Note
Guarantors shall deliver to such Holder or the Market-Maker a written statement
as to whether they have complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 9 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

                10. Underwritten Registrations. If any of the Transfer
Restricted Notes covered by any Shelf Registration Statement are to be sold in
an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Notes included in such offering, subject to the consent of the Company and the
Note Guarantors (which shall not be unreasonably withheld or delayed), and such
Holders shall 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 Notes 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.

                11. 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, unless the
Company has obtained the written consent of Holders of a majority in aggregate
principal amount of the Notes, the Exchange Notes and the Private Exchange
Notes, taken as a single class (and, with respect to the provisions of Section
6, the written consent of the Market-Maker). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Notes, Exchange Notes or
Private Exchange

<PAGE>
END$$

                                                                              21

Notes 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
Holders of a majority in aggregate principal amount of the Notes, the Exchange
Notes and the Private Exchange Notes being sold by such Holders pursuant to such
Registration Statement whose rights are so affected.

                (b) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telecopier or air courier guaranteeing next-day delivery:

                (1) if to a Holder, at the most current address given by such
        Holder to the Company in accordance with the provisions of this Section
        11(b), 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 JPMorgan, DBSI and CSFB;

                (2) if to the Initial Purchasers or the Market-Maker, initially
        at their addresses set forth in the Purchase Agreement; and

                (3) if to the Company or the Note Guarantors, initially at the
        address of the Company set forth in the Purchase Agreement.

                All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

                The Company and the Note Guarantors or the Initial Purchasers
may, by written notice to the other, designate additional or different addresses
for subsequent notices or communications.

                (c) Successors And Assigns. This Agreement shall be binding upon
the Company and its successors and assigns.

                (d) Counterparts. This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) 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.

                (e) Definition of Terms. For purposes of this Agreement, (a) the
term "business day" means any day on which the New York Stock Exchange, Inc. is
open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

                (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.

<PAGE>
END$$

                                                                              22

                (h) Remedies. In the event of a breach by the Company, the Note
Guarantors or by any Holder of any of their obligations under this Agreement,
each Holder, the Company or the Note Guarantors, as the case may be, in addition
to being entitled to exercise all rights granted by law, including recovery of
damages (other than the recovery of damages for a breach by the Company or the
Note Guarantors of their obligations under Sections 1 or 2 hereof for which
liquidated damages have been paid pursuant to Section 3 hereof), will be
entitled to specific performance of its rights under this Agreement. The
Company, the Note Guarantors and each Holder agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by each
such person of any of the provisions of this Agreement and hereby further agree
that, in the event of any action for specific performance in respect of such
breach, each such person shall waive the defense that a remedy at law would be
adequate.

                (i) No Inconsistent Agreements. Each of the Company and the Note
Guarantors represents, warrants and agrees with the Initial Purchasers that (i)
it has not entered into, and shall not, on or after the date of this Agreement,
enter into any agreement that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof,
(ii) it has not previously entered into any agreement which remains in effect
granting any registration rights with respect to any of its debt securities to
any person and (iii) (with respect to the Company) without limiting the
generality of the foregoing, without the written consent of the Holders of a
majority in aggregate principal amount of the then outstanding Transfer
Restricted Notes and the Market-Maker, it shall not grant to any person the
right to request the Company to register any debt securities of the Company
under the Securities Act unless the rights so granted are not in conflict or
inconsistent with the provisions of this Agreement.

                (j) No Piggyback on Registrations. Neither the Company nor any
of its security holders (other than the Holders of Transfer Restricted Notes in
such capacity) shall have the right to include any securities of the Company in
any Shelf Registration or Registered Exchange Offer other than Transfer
Restricted Notes.

                (k) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

<PAGE>
END$$

                                                                              23

                Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Note Guarantors and the Initial Purchasers.

                                        Very truly yours,

                                        PLIANT CORPORATION,

                                        by /s/ Brian E. Johnson
                                          --------------------------------
                                          Name:  Brian E. Johnson
                                          Title:  Executive Vice President and
                                                  Chief Financial Officer

                                        PLIANT CORPORATION INTERNATIONAL,
                                        PLIANT FILM PRODUCTS OF MEXICO, INC.,
                                        PLIANT SOLUTIONS CORPORATION,
                                        UNIPLAST HOLDINGS INC.,
                                        UNIPLAST U.S., INC.,
                                        TUREX, INC.,
                                        PIERSON INDUSTRIES, INC.,
                                        UNIPLAST MIDWEST, INC.,

                                        by /s/ Brian E. Johnson
                                          --------------------------------
                                          Name:  Brian E. Johnson
                                          Title:  Executive Vice President and
                                                  Treasurer

                                        PLIANT PACKAGING OF CANADA, LLC,

                                        by /s/ Brian E. Johnson
                                          --------------------------------
                                          Name:  Brian E. Johnson
                                          Title:  Vice President

<PAGE>
END$$
                                                                              24

Accepted:

J.P. MORGAN SECURITIES INC.

by /s/ Pierre Maman
  --------------------------------
         Authorized Signatory

DEUTSCHE BANK SECURITIES INC.

by /s/ James Paris
  --------------------------------
         Authorized Signatory

by /s/ Catherine Madigan
  --------------------------------
         Authorized Signatory

CREDIT SUISSE FIRST BOSTON LLC

by /s/ Rob Kobre
  --------------------------------
         Authorized Signatory

<PAGE>
END$$

                                                                         ANNEX A

                Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. 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 Notes received in exchange for Notes
where such Notes 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".

<PAGE>
END$$

                                                                         ANNEX B

                Each broker-dealer that receives Exchange Notes for its own
account in exchange for Notes, where such Notes 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 Notes. See "Plan of distribution".

<PAGE>
END$$

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. 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 Notes received in
exchange for Notes where such Notes 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.

                The Company will not receive any proceeds from any sale of
Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for
their own account pursuant to the Registered 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 Notes 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 at 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
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Registered Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Notes 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 Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Notes) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

<PAGE>
END$$

                                                                         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
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes 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 Notes;
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.