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                                                                     EXHIBIT 4.2

BANC OF AMERICA SECURITIES LLC

                     $85,000,000 AGGREGATE PRINCIPAL AMOUNT

                                   CBIZ, INC.

                      3.125% CONVERTIBLE SUBORDINATED NOTES

                                    DUE 2026

                          REGISTRATION RIGHTS AGREEMENT

                               DATED MAY 30, 2006

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      REGISTRATION RIGHTS AGREEMENT, dated as of May 30, 2006, between CBIZ,
Inc., a Delaware corporation (together with any successor entity, herein
referred to as the "COMPANY") and Banc of America Securities LLC as
representative (the "REPRESENTATIVE") of the several initial purchasers (the
"INITIAL PURCHASERS") under the Purchase Agreement (as defined below).

      Pursuant to the Purchase Agreement, dated as of May 23, 2006, between the
Company and Banc of America Securities LLC, as representative of the Initial
Purchasers (the "PURCHASE AGREEMENT"), relating to the initial placement (the
"INITIAL PLACEMENT") of the Notes (as defined below), the Initial Purchasers
have agreed to purchase from the Company $85,000,000 ($100,000,000 if the
Initial Purchasers exercise their option in full) in aggregate principal amount
of 3.125% Convertible Subordinated Notes due 2026 (the "NOTES"). The Notes will
be convertible into cash and, if any, fully paid, nonassessable shares of common
stock, par value $0.01 per share, of the Company (the "COMMON STOCK"). The notes
will be convertible on the terms, and subject to the conditions, set forth in
the Indenture (as defined herein). To induce the Initial Purchasers to purchase
the Notes, the Company has agreed to provide the registration rights set forth
in this Agreement pursuant to Section 5(g) of the Purchase Agreement.

      The parties hereby agree as follows:

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

      "ADDITIONAL AMOUNTS": As defined in Section 3(a) hereof.

      "ADDITIONAL AMOUNTS PAYMENT DATE": Each June 1 and December 1.

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

      "AGREEMENT": This Registration Rights Agreement.

      "AMENDMENT EFFECTIVENESS DEADLINE DATE": has the meaning set forth in
Section 2(f)(i) hereof.

      "BLUE SKY APPLICATION": As defined in Section 6(a)(i) hereof.

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      "BUSINESS DAY": The definition of "Business Day" in the Indenture.

      "CLOSING DATE": The date of the first issuance of the Notes.

      "COMMISSION": The Securities and Exchange Commission.

      "COMMON STOCK": As defined in the preamble hereto.

      "COMPANY": As defined in the preamble hereto.

      "EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.

      "EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii) hereof.

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

      "HOLDER": A Person who owns, beneficially or otherwise, Transfer
Restricted Securities.

      "INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.

      "INDENTURE": The Indenture, dated as of May 30, 2006 between the Company
and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to
which the Securities are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.

      "INITIAL PLACEMENT": As defined in the preamble hereto.

      "INITIAL PURCHASERS": As defined in the preamble hereto.

      "LOSSES": As defined in Section 6(e) hereof.

      "MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate principal
amount of Notes outstanding; provided that, for the purpose of this definition,
a holder of shares of Common Stock which constitute Transfer Restricted
Securities shall be deemed to hold an aggregate principal amount of Notes (in
addition to the principal amount of the Notes held by such holder) equal to the
quotient of (x) the number of such shares of Common Stock held by such holder
and (y) the conversion rate in effect at the time of such conversion as
determined in accordance with the Indenture.

      "MANAGING UNDERWRITER": The investment banker or investment bankers and
manager or managers that administer an underwritten offering, if any, conducted
pursuant to Section 8 hereof.

      "NASD": The National Association of Securities Dealers, Inc.

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      "NOTES": As defined in the preamble hereto.

      "NOTICE AND QUESTIONNAIRE": A written notice executed by a Holder and
delivered to the Company containing substantially the information called for by
the Form of Selling Securityholder Notice and Questionnaire attached as Appendix
A to the Offering Memorandum of the Company relating to the Notes.

      "NOTICE HOLDER": On any date, any Holder of Transfer Restricted Securities
that has delivered a Notice and Questionnaire to the Company on or prior to such
date.

      "PERSON": An individual, partnership, corporation, company, unincorporated
organization, trust, joint venture, a government or agency or political
subdivision thereof, or another entity.

      "PURCHASE AGREEMENT": As defined in the preamble hereto.

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

      "RECORD HOLDER": With respect to any Additional Amounts Payment Date, each
Person who is a Holder on the record date, as set forth in the Indenture,
immediately preceding the relevant Additional Amounts Payment Date. In the case
of a Holder of shares of Common Stock issued upon conversion of the Notes,
"Record Holder" shall mean each Person who is a Holder of shares of Common Stock
which constitute Transfer Restricted Securities on the record date, as set forth
in the Indenture, immediately preceding the relevant Additional Amounts Payment
Date.

      "REPRESENTATIVE": As defined in the preamble hereto.

      "REGISTRATION DEFAULT": As defined in Section 3(a) hereof.

      "SECURITIES ACT": The Securities Act of 1933, as amended.

      "SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

      "SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i) hereof.

      "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(c) hereof.

      "SUSPENSION NOTICE": As defined in Section 4(c) hereof.

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      "SUSPENSION PERIOD": As defined in Section 4(b)(ii) hereof.

      "TIA": The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder, in each case, as in effect on the date
the Indenture is qualified under the TIA.

      "TRANSFER RESTRICTED SECURITIES": Each Note and each share of Common Stock
issued upon conversion of Notes until the earlier of:

                  (i) the date on which such Note or such share of Common Stock
            issued upon conversion has been effectively registered under the
            Securities Act and disposed of in accordance with the Shelf
            Registration Statement;

                  (ii) the date on which such Note or such share of Common Stock
            issued upon conversion is transferred in compliance with Rule 144
            under the Securities Act or may be sold or transferred by a person
            who is not an affiliate of the Company pursuant to Rule 144 under
            the Securities Act (or any other similar provision then in force)
            without any volume or manner of sale restrictions thereunder; or

                  (iii) the date on which such Note or such share of Common
            Stock issued upon conversion ceases to be outstanding (whether as a
            result of redemption, repurchase and cancellation, conversion or
            otherwise).

      "UNDERWRITER": Any underwriter of Notes in connection with an offering
thereof under the Shelf Registration Statement.

      "UNDERWRITTEN REGISTRATION": A registration in which Notes of the Company
are sold to an underwriter for reoffering to the public.

      Unless the context otherwise requires, the singular includes the plural,
and words in the plural include the singular.

      2. Shelf Registration.

            (a) The Company shall:

                  (i) as promptly as practicable (but in no event more than 90
            days after the Closing Date) (the "SHELF FILING DEADLINE"), cause to
            be filed a registration statement pursuant to Rule 415 under the
            Securities Act or any similar rule that may be adopted by the
            Commission (the "SHELF REGISTRATION STATEMENT"), which Shelf
            Registration Statement shall provide for the registration and

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            resales, on a continuous or delayed basis, of all Transfer
            Restricted Securities held by Holders that have provided the
            information required pursuant to the terms of Section 2(b) hereof;

                  (ii) use its reasonable best efforts to cause the Shelf
            Registration Statement to be declared effective under the Securities
            Act by the Commission not later than 180 days after the date hereof
            (the "EFFECTIVENESS TARGET DATE"); and

                  (iii) use its reasonable best efforts to keep the Shelf
            Registration Statement continuously effective, supplemented and
            amended as required by the Securities Act and by the provisions of
            Section 4(b) hereof to the extent necessary to ensure that (A) it is
            available for resales by the Holders of Transfer Restricted
            Securities entitled, subject to Section 2(b), to the benefit of this
            Agreement and (B) it conforms with the requirements of this
            Agreement and the Securities Act and the rules and regulations of
            the Commission promulgated thereunder as announced from time to
            time, for a period (the "EFFECTIVENESS PERIOD") from the date the
            Shelf Registration Statement is declared effective by the Commission
            until the earliest of:

                              (1) the date when the Holders of Transfer
                        Restricted Securities (or shares of Common Stock
                        issuable upon conversion thereof) are able to sell all
                        such Transfer Restricted Securities immediately without
                        restriction pursuant to Rule 144(k) under the Securities
                        Act; or

                              (2) the date when all of the Transfer Restricted
                        Securities (or shares of Common Stock issuable upon
                        conversion thereof) of those Holders that complete and
                        deliver in a timely manner the Holder Questionnaire
                        described below are registered under the Shelf
                        Registration Statement and disposed of in accordance
                        with the Shelf Registration Statement or pursuant to
                        Rule 144(k) under the Securities Act.

      The Company shall be deemed not to have used its best efforts to keep the
Shelf Registration Statement effective during the Effectiveness Period if it
voluntarily takes any action that would result in Holders of Transfer Restricted
Securities not being able to offer and sell such Securities at any time during
the Effectiveness Period, unless such action is (x) required by applicable law
or otherwise undertaken by the Company in good faith and for valid business
reasons (not including avoidance of the Company's obligations hereunder),

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including the acquisition or divestiture of assets, and (y) permitted by Section
4(b)(ii) hereof.

            (b) At the time the Shelf Registration Statement is declared
      effective, each Holder that became a Notice Holder on or prior to the date
      twenty (20) days prior to such time of effectiveness shall be named as a
      selling securityholder in the Shelf Registration Statement and the related
      Prospectus in such a manner as to permit such Holder to deliver such
      Prospectus to purchasers of Transfer Restricted Securities in accordance
      with applicable law. None of the Company's securityholders (other than the
      Holders of Transfer Restricted Securities) shall have the right to include
      any of the Company's securities in the Shelf Registration Statement.

            (c) If the Shelf Registration Statement or any Subsequent Shelf
      Registration Statement ceases to be effective for any reason at any time
      during the Effectiveness Period (other than because all Transfer
      Restricted Securities registered thereunder shall have been resold
      pursuant thereto or shall have otherwise ceased to be Transfer Restricted
      Securities), the Company shall use its best efforts to obtain the prompt
      withdrawal of any order suspending the effectiveness thereof, or file an
      additional Shelf Registration Statement covering all of the securities
      that as of the date of such filing are Transfer Restricted Securities (a
      "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf
      Registration Statement is filed, the Company shall use its best efforts to
      cause the Subsequent Shelf Registration Statement to become effective as
      promptly as is practicable after such filing and to keep such Registration
      Statement (or Subsequent Shelf Registration Statement) continuously
      effective until the end of the Effectiveness Period.

            (d) The Company shall supplement and amend the Shelf Registration
      Statement if required by the rules, regulations or instructions applicable
      to the registration form used by the Company for such Shelf Registration
      Statement, if required by the Securities Act or as reasonably requested by
      the Initial Purchasers or by the Trustee on behalf of the Holders of the
      Transfer Restricted Securities covered by such Shelf Registration
      Statement.

            (e) The Company shall cause the Shelf Registration Statement and the
      related Prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement or such amendment or
      supplement, (i) to comply in all material respects with the applicable
      requirements of the Securities Act, and (ii) not to contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary in order to make the statements therein (in

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

            (f) Each Holder agrees that if such Holder wishes to sell Transfer
      Restricted Securities pursuant to a Shelf Registration Statement and
      related Prospectus, it will do so only in accordance with this Section
      2(f) and Section 4(b). Each Holder wishing to sell Transfer Restricted
      Securities pursuant to a Shelf Registration Statement and related
      Prospectus agrees to deliver a Notice and Questionnaire to the Company at
      least twenty (20) days prior to any intended distribution of Transfer
      Restricted Securities under the Shelf Registration Statement. From and
      after the date the Shelf Registration Statement is declared effective the
      Company shall, as promptly as practicable after the date a Notice and
      Questionnaire is delivered to it, and in any event upon the later of (x)
      twenty (20) Business Days after such date (but no earlier than twenty (20)
      Business Days after effectiveness) or (y) twenty (20) Business Days after
      the expiration of any Suspension Period in effect when the Notice and
      Questionnaire is delivered or put into effect within twenty (20) Business
      Days of such delivery date:

                  (i) if required by applicable law, file with the Commission a
            post-effective amendment to the Shelf Registration Statement or
            prepare and, if required by applicable law, file a supplement to the
            related Prospectus or a supplement or amendment to any document
            incorporated therein by reference or file any other required
            document so that the Holder delivering such Notice and Questionnaire
            is named as a selling securityholder in the Shelf Registration
            Statement and the related Prospectus in such a manner as to permit
            such Holder to deliver such Prospectus to purchasers of the Transfer
            Restricted Securities in accordance with applicable law and, if the
            Company shall file a post-effective amendment to the Shelf
            Registration Statement, use its best effort to cause such
            post-effective amendment to be declared effective under the
            Securities Act as promptly as is practicable, but in any event by
            the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is ten
            (10) Business Days after the date such post effective amendment is
            required by this clause to be filed;

                  (ii) provide such Holder copies of the documents filed
            pursuant to Section 2(e)(i); and

                  (iii) notify such Holder as promptly as practicable after the
            effectiveness under the Securities Act of any post-effective
            amendment filed pursuant to Section 2(e)(i);

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provided that if such Notice and Questionnaire is delivered during a Suspension
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to
fifteen (15) Business Days from the Expiration of a Suspension Period (and the
Company shall incur no obligation to pay Additional Amounts during such
extension) if such Suspension Period shall be in effect on the Amendment
Effectiveness Deadline Date.

      3. Additional Amounts.

            (a) If:

                  (i) the Shelf Registration Statement is not filed with the
            Commission prior to or on the Shelf Filing Deadline;

                  (ii) the Shelf Registration Statement has not been declared
            effective by the Commission prior to or on the Effectiveness Target
            Date;

                  (iii) the Company has failed to perform its obligations set
            forth in Section 2(f) within the time period required therein;

                  (iv) except as provided in Section 4(b)(i) hereof, the Shelf
            Registration Statement is filed and declared effective but, during
            the Effectiveness Period, shall thereafter cease to be effective or
            fail to be usable for its intended purpose without being succeeded
            within ten (10) Business Days by a post-effective amendment to the
            Shelf Registration Statement, a supplement to the Prospectus or a
            report filed with the Commission pursuant to Section 13(a), 13(c),
            14 or 15(d) of the Exchange Act that cures such failure and, in the
            case of a post-effective amendment, is itself immediately declared
            effective; or

                  (v) Suspension Periods exceed an aggregate of 45 days within
            any 90-day period or an aggregate of 90 days in any 360-day period;

(each such event referred to in foregoing clauses (i) through (vi), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay interest ("ADDITIONAL
AMOUNTS") with respect to the Transfer Restricted Securities from and including
the day

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following the Registration Default to but excluding the earlier of (1) the day
on which the Registration Default has been cured and (2) the date the Shelf
Registration Statement is no longer required to be kept effective, accruing at a
rate:

                        (A) in respect of the Notes, to each holder of Notes,
                  (x) with respect to the first 90-day period during which a
                  Registration Default shall have occurred and be continuing,
                  equal to 0.25% per annum of the aggregate principal amount of
                  the Notes, and (y) with respect to the period commencing on
                  the 91st day following the day the Registration Default shall
                  have occurred and be continuing, equal to 0.50% per annum of
                  the aggregate principal amount of the Notes; provided that in
                  no event shall Additional Amounts accrue at a rate per annum
                  exceeding 0.50% of the aggregate principal amount of the
                  Notes; and

                        (B) in respect of the Notes that are Transfer Restricted
                  Securities submitted for conversion into cash and Common
                  Stock, if any, during the existence of a Registration Default
                  with respect to the Common Stock, the holder will not be
                  entitled to receive any Additional Amounts with respect to
                  such Common Stock but will receive from the Company on the
                  settlement date with respect to such conversion, accrued and
                  unpaid Additional Amounts to the holders of such Notes
                  calculated in accordance with paragraph (A) to the Conversion
                  Date (as defined in the Indenture) relating to such settlement
                  date; and

                        (C) in respect of Common Stock, if any, issued upon
                  conversion of Notes, each holder of such Common Stock will not
                  be entitled to any Additional Amounts if the Registration
                  Default with respect to such Common Stock occurs after the
                  holder has converted the Notes into Common Stock.

            (b) All accrued Additional Amounts shall be paid in arrears to
      Record Holders by the Company on each Additional Amounts Payment Date.
      Upon the cure of all Registration Defaults relating to any particular
      Note, the accrual of Additional Amounts with respect to such Note will
      cease.

      All obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such

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security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.

      The Additional Amounts set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each
Registration Default.

      4. Registration Procedures.

            (a) In connection with the Shelf Registration Statement, the Company
      shall comply with all the provisions of Section 4(b) hereof and shall use
      its best efforts to effect such registration to permit the sale of the
      Transfer Restricted Securities, and pursuant thereto, shall as
      expeditiously as possible prepare and file with the Commission a Shelf
      Registration Statement relating to the registration on any appropriate
      form under the Securities Act.

            (b) In connection with the Shelf Registration Statement and any
      Prospectus required by this Agreement to permit the sale or resale of
      Transfer Restricted Securities, the Company shall:

                  (i) Subject to any notice by the Company in accordance with
            this Section 4(b) of the existence of any fact or event of the kind
            described in Section 4(b)(iv)(D), use its best efforts to keep the
            Shelf Registration Statement continuously effective during the
            Effectiveness Period; upon the occurrence of any event that would
            cause the Shelf Registration Statement or the Prospectus contained
            therein (A) to contain a material misstatement or omission or (B)
            not to be effective and usable for resale of Transfer Restricted
            Securities during the Effectiveness Period, the Company shall file
            promptly an appropriate amendment to the Shelf Registration
            Statement, a supplement to the Prospectus or a report filed with the
            Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
            Exchange Act, in the case of clause (A), correcting any such
            misstatement or omission, and, in the case of either clause (A) or
            (B), use its best efforts to cause such amendment to be declared
            effective and the Shelf Registration Statement and the related
            Prospectus to become usable for their intended purposes as soon as
            practicable thereafter.

                  (ii) Notwithstanding Section 4(b)(i) hereof, the Company may
            suspend the effectiveness of the Shelf Registration Statement (each
            such period, a "SUSPENSION PERIOD"):

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            (x) if an event occurs and is continuing as a result of which the
      Shelf Registration Statement, the Prospectus, any amendment or supplement
      thereto, or any document incorporated by reference therein would, in the
      Company's judgment, 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

            (y) if the Company determines in good faith that the disclosure of a
      material event at such time would be seriously detrimental to the Company
      and its subsidiaries.

      Upon the occurrence of any event described in clauses (x) and (y) of this
      Section 4(b)(ii), the Company shall give notice to the Holders that the
      availability of the Shelf Registration is suspended and, upon actual
      receipt of any such notice, each Holder agrees not to sell any Transfer
      Restricted Securities pursuant to the Shelf Registration until such
      Holder's receipt of copies of the supplemented or amended Prospectus
      provided for in Section 4(b) hereof. A Suspension Period shall not exceed
      45 days in any 90 day period, provided that, Suspension Periods shall not
      exceed an aggregate of 90 days in any 360-day period. The Company shall
      not be required to specify in the written notice to the Holders the nature
      of the event giving rise to the Suspension Period.

         (iii) Prepare and file with the Commission such amendments and
      post-effective amendments to the Shelf Registration Statement as may be
      necessary to keep the Shelf Registration Statement effective during the
      Effectiveness Period; cause the Prospectus to be supplemented by any
      required Prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 under the Securities Act, and to comply fully with
      the applicable provisions of Rules 424 under the Securities Act in a
      timely manner; and comply with the provisions of the Securities Act with
      respect to the disposition of all Transfer Restricted Securities covered
      by the Shelf Registration Statement during the applicable period in
      accordance with the intended method or methods of distribution by the
      sellers thereof set forth in the Shelf Registration Statement or
      supplement to the Prospectus.

         (iv) Advise the selling Holders and any Initial Purchaser that has
      provided in writing to the Company a telephone or facsimile number and
      address for notices, promptly and, if requested by such selling Holders,
      to confirm such advice in writing (which notice pursuant to clauses (B)
      through (D) below

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      shall be accompanied by an instruction to suspend the use of the
      Prospectus until the Company shall have remedied the basis for such
      suspension):

            (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to the Shelf
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective,

            (B) of any request by the Commission for amendments to the Shelf
         Registration Statement or amendments or supplements to the Prospectus
         or for additional information relating thereto,

            (C) of the issuance by the Commission of any stop order suspending
         the effectiveness of the Shelf Registration Statement under the
         Securities Act or of the suspension by any state securities commission
         of the qualification of the Transfer Restricted Securities for offering
         or sale in any jurisdiction, or the threatening or initiation of any
         proceeding for any of the preceding purposes, or

            (D) of the existence of any fact or the happening of any event,
         during the Effectiveness Period, that makes any statement of a material
         fact made in the Shelf Registration Statement, the Prospectus, any
         amendment or supplement thereto, or any document incorporated by
         reference therein untrue, or that requires the making of any additions
         to or changes in the Shelf Registration Statement or the Prospectus in
         order to make the statements therein (in the case of the Prospectus, in
         the light of the circumstances under which they were made) not
         misleading.

         (v) If at any time the Commission shall issue any stop order suspending
      the effectiveness of the Shelf Registration Statement, or any state
      securities commission or other regulatory authority shall issue an order
      suspending the qualification or exemption from qualification of the
      Transfer Restricted Securities under state securities or Blue Sky laws,
      the Company shall use its best efforts to obtain the withdrawal or lifting
      of such order at the earliest possible time and will provide to each
      Holder who is named in the Shelf Registration Statement prompt notice of
      the withdrawal of any such order.

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         (vi) Make available at reasonable times for inspection by one or more
      representatives of the selling Holders, designated in writing by a
      Majority of Holders whose Transfer Restricted Securities are included in
      the Shelf Registration Statement, and any attorney or accountant retained
      by such selling Holders and any Initial Purchaser participating in any
      disposition pursuant to the Shelf Registration Statement, all financial
      and other records, pertinent corporate documents and properties of the
      Company as shall be reasonably necessary to enable them to conduct a
      reasonable investigation within the meaning of Section 11 of the
      Securities Act, and cause the Company's officers, directors, managers and
      employees to supply all information reasonably requested by any such
      representative or representatives of the selling Holders, attorney or
      accountant in connection therewith.

         (vii) If requested by any selling Holders or the Representatives,
      promptly incorporate in the Shelf Registration Statement or Prospectus,
      pursuant to a supplement or post-effective amendment if necessary, such
      information as such selling Holders may reasonably request to have
      included therein, including, without limitation, information relating to
      the "PLAN OF DISTRIBUTION" of the Transfer Restricted Securities.

         (viii) Deliver to each selling Holder, without charge, as many copies
      of the Prospectus (including each preliminary Prospectus) and any
      amendment or supplement thereto as such Persons reasonably may request;
      subject to any notice by the Company in accordance with this Section 4(b)
      of the existence of any fact or event of the kind described in Section
      4(b)(iii)(D), the Company hereby consents to the use of the Prospectus and
      any amendment or supplement thereto by each of the selling Holders in
      connection with the offering and the sale of the Transfer Restricted
      Securities covered by the Prospectus or any amendment or supplement
      thereto.

         (ix) Before any public offering of Transfer Restricted Securities,
      cooperate with the selling Holders and their counsel in connection with
      the registration and qualification of the Transfer Restricted Securities
      under the securities or Blue Sky laws of such jurisdictions in the United
      States as the selling Holders may reasonably request and do any and all
      other acts or things necessary or advisable to enable the disposition in
      such jurisdictions of the Transfer Restricted Securities covered by the
      Shelf Registration Statement; provided, however, that the Company shall
      not be required (A) to register or qualify as a

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      foreign corporation or a dealer of securities where it is not now so
      qualified or to take any action that would subject it to the service of
      process in any jurisdiction where it is not now so subject, other than
      service of process for suits arising out of the Initial Placement or any
      offering pursuant to the Shelf Registration Statement, or (B) to subject
      itself to general or unlimited service of process or to taxation in any
      such jurisdiction if they are not now so subject.

         (x) Unless any Transfer Restricted Securities shall be in book-entry
      form only, cooperate with the selling Holders to facilitate the timely
      preparation and delivery of certificates representing Transfer Restricted
      Securities to be sold and not bearing any restrictive legends (unless
      required by applicable securities laws); and enable such Transfer
      Restricted Securities to be in such denominations and registered in such
      names as the Holders may request at least two Business Days before any
      sale of Transfer Restricted Securities.

         (xi) Use its best reasonable efforts to cause the Transfer Restricted
      Securities covered by the Shelf Registration Statement to be registered
      with or approved by such other U.S. governmental agencies or authorities
      as may be necessary to enable the seller or sellers thereof to consummate
      the disposition of such Transfer Restricted Securities.

         (xii) Subject to Section 4(b)(ii) hereof, if any fact or event
      contemplated by Section 4(b)(iv)(B) through (D) hereof shall exist or have
      occurred, use its best reasonable efforts to prepare a supplement or
      post-effective amendment to the Shelf Registration Statement or related
      Prospectus or any document incorporated therein by reference or file any
      other required document so that, as thereafter delivered to the purchasers
      of Transfer Restricted Securities, the Prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances in which they are made, not misleading.

         (xiii) Provide CUSIP numbers for all Transfer Restricted Securities not
      later than the effective date of the Shelf Registration Statement and
      provide the Trustee under the Indenture with certificates for the Notes
      that are in a form eligible for deposit with The Depository Trust Company.

         (xiv) Cooperate and assist in any filings required to be made with the
      NASD and in the performance of any due diligence

                                       14

<PAGE>

      investigation by any underwriter that is required to be undertaken in
      accordance with the rules and regulations of the NASD.

         (xv) Otherwise use its best efforts to comply with all applicable rules
      and regulations of the Commission and all reporting requirements under the
      rules and regulations of the Exchange Act.

         (xvi) Make generally available to its security holders an earnings
      statement satisfying the provisions of Section 11(a) of the Securities Act
      as soon as practicable after the effective date of the Shelf Registration
      Statement and in any event no later than 45 days after the end of a
      12-month period (or 90 days, if such period is a fiscal year) beginning
      with the first month of the Company's first fiscal quarter commencing
      after the effective date of the Shelf Registration Statement.

         (xvii) Cause the Indenture to be qualified under the TIA not later than
      the effective date of the Shelf Registration Statement required by this
      Agreement, and, in connection therewith, cooperate with the Trustee and
      the holders of Notes to effect such changes to the Indenture as may be
      required for such Indenture to be so qualified in accordance with the
      terms of the TIA; and execute and use its best efforts to cause the
      Trustee thereunder to execute all documents that may be required to effect
      such changes and all other forms and documents required to be filed with
      the Commission to enable such Indenture to be so qualified in a timely
      manner. In the event that any such amendment or modification referred to
      in this Section 4(b)(xvii) involves the appointment of a new trustee under
      the Indenture, the Company shall appoint a new trustee thereunder pursuant
      to the applicable provisions of the Indenture.

         (xviii) Cause all Common Stock covered by the Shelf Registration
      Statement to be listed or quoted, as the case may be, on each securities
      exchange or automated quotation system on which Common Stock is then
      listed or quoted.

         (xix) Provide to each Holder upon written request each document filed
      with the Commission pursuant to the requirements of Section 13 and Section
      15 of the Exchange Act after the effective date of the Shelf Registration
      Statement, unless such document is available through the Commission's
      EDGAR system.

                                       15

<PAGE>

         (xx) Use its best efforts (i) if the Notes have been rated prior to the
      initial sale of such Notes, to confirm such ratings will apply to the
      Notes covered by the Shelf Registration Statement.

         (xxi) In connection with any underwritten offering conducted pursuant
      to Section 8 hereof, make such representations and warranties to the
      Holders of Securities registered thereunder and the underwriters, in form,
      substance and scope as are customarily made by issuers to underwriters in
      primary underwritten offerings and covering matters including, but not
      limited to, those set forth in the Purchase Agreement;

         (xxii) In connection with any underwritten offering conducted pursuant
      to Section 8 hereof, obtain opinions of counsel to the Company and updates
      thereof (which counsel and opinions (in form, scope and substance) shall
      be reasonably satisfactory to the Managing Underwriters) addressed to each
      selling Holder and the underwriters, if any, covering such matters as are
      customarily covered in opinions requested in underwritten offerings and
      such other matters as may be reasonably requested by such Holders and
      underwriters;

         (xxiii) In connection with any underwritten offering conducted pursuant
      to Section 8, hereof, obtain "comfort" letters and updates thereof from
      the independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of any
      subsidiary of the Company or of any business acquired by the Company for
      which financial statements and financial data are, or are required to be,
      included in the Shelf Registration Statement), addressed to each selling
      Holder of Securities registered thereunder and the underwriters, in
      customary form and covering matters of the type customarily covered in
      "comfort" letters in connection with primary underwritten offerings; and

         (xxiv) In connection with any underwritten offering conducted pursuant
      to Section 8 hereof, deliver such documents and certificates as may be
      reasonably requested by the Majority Holders and the Managing
      Underwriters, including those to evidence compliance with Section 4(b)(ii)
      and 4(b)(xiii) hereof and with any customary conditions contained in the
      Purchase Agreement or other agreement entered into by the Company.

         (xxv) In connection with underwritten offering conducted pursuant to
      Section 8 hereof, the Company shall, if requested,

                                       16

<PAGE>

      promptly include or incorporate in a Prospectus supplement or
      post-effective amendment to the Shelf Registration Statement such
      information as the Managing Underwriters reasonably agree should be
      included therein and to which the Company does not reasonably object and
      shall make all required filings of such Prospectus supplement or
      post-effective amendment as soon as practicable after it is notified of
      the matters to be included or incorporated in such Prospectus supplement
      or post-effective amendment.

         (xxvi) Use its best efforts to take all other steps necessary to effect
      the registration of the Notes covered by the Shelf Registration Statement.

         (xxvii) Enter into customary agreements (including, if requested, an
      underwriting agreement in customary form) and take all other appropriate
      actions in order to expedite or facilitate the registration or the
      disposition of the Notes, and in connection therewith, if an underwriting
      agreement is entered into, cause the same to contain indemnification
      provisions and procedures no less favorable than those set forth in
      Section 6 hereof.

      The actions set forth in clauses (xxii), (xxiii), (xxiv) and (xxv) of this
Section 4(b) shall be performed at (A) the effectiveness of the Shelf
Registration Statement and each post-effective amendment thereto; and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.

            (c) Each Holder agrees by acquisition of Transfer Restricted
      Securities that, upon receipt of any notice (a "SUSPENSION NOTICE") from
      the Company of the existence of any fact of the kind described in Section
      4(b)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
      Transfer Restricted Securities pursuant to the Shelf Registration
      Statement until:

                  (i) such Holder has received copies of the supplemented or
            amended Prospectus contemplated by Section 4(b)(xv) hereof; or

                  (ii) such Holder is advised in writing by the Company that the
            use of the Prospectus may be resumed, and has received copies of any
            additional or supplemental filings that are incorporated by
            reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such

                                       17

<PAGE>

Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

            (d) Each Holder agrees by acquisition of Transfer Restricted
      Securities, that no Holder shall be entitled to sell any of such Transfer
      Restricted Securities pursuant to a Shelf Registration Statement; or to
      receive a Prospectus relating thereto, unless such Holder has furnished
      the Company with a Notice and Questionnaire as required pursuant to
      Section 2(f) hereof (including the information required to be included in
      such Notice and Questionnaire) and the information set forth in the next
      sentence. The Company may require each Notice Holder of Notes to be sold
      pursuant to the Shelf Registration Statement to furnish to the Company
      such information regarding the Holder and the distribution of such Notes
      as the Company may from time to time reasonably require for inclusion in
      such Registration Statement. Each Notice Holder agrees promptly to furnish
      to the Company all information required to be disclosed in order to make
      the information previously furnished to the Company by such Notice Holder
      not misleading and any other information regarding such Notice Holder and
      the distribution of such Transfer Restricted Securities as the Company may
      from time to time reasonably request in writing. Any sale of any Transfer
      Restricted Securities by any Holder shall constitute a representation and
      warranty by such Holder that the information relating to such Holder and
      its plan of distribution is as set forth in the Prospectus delivered by
      such Holder in connection with such disposition, that such Prospectus does
      not as of the time of such sale contain any untrue statement of a material
      fact relating to or provided by such Holder or its plan of distribution
      and that such Prospectus does not as of the time of such sale omit to
      state any material fact relating to or provided by such Holder or its plan
      of distribution necessary to make the statements in such Prospectus, in
      the light of the circumstances under which they were made not misleading.
      The Company may exclude from such Shelf Registration Statement the Notes
      of any Holder that unreasonably fails to furnish such information within a
      reasonable time after receiving such request.

      5. Registration Expenses.

            All expenses incident to the Company's performance of or compliance
      with this Agreement shall be borne by the Company regardless of whether a
      Shelf Registration Statement becomes effective, including, without
      limitation:

            (a) all registration and filing fees and expenses (including filings
      made with the NASD);

                                       18

<PAGE>

            (b) all fees and expenses of compliance with federal securities and
      state Blue Sky or securities laws;

            (c) all expenses of printing (including printing of Prospectuses and
      certificates for any Common Stock to be issued upon conversion of the
      Notes) and the Company's expenses for messenger and delivery services and
      telephone;

            (d) all fees and disbursements of counsel to the Company;

            (e) all application and filing fees in connection with listing (or
      authorizing for quotation) the Common Stock on a national securities
      exchange or automated quotation system pursuant to the requirements
      hereof; and

            (f) all fees and disbursements of independent certified public
      accountants of the Company.

      The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company. The Company shall pay all expenses customarily borne by issuers in an
underwritten offering as set forth in Section 8(c) hereof.

      6. Indemnification And Contribution.

            (a) The Company agrees to indemnify and hold harmless each Holder of
      Transfer Restricted Securities (including each Initial Purchaser), its
      directors, officers, and employees, Affiliates and agents and each person,
      if any, who controls any such Holder within the meaning of the Securities
      Act or the Exchange Act (each, an "INDEMNIFIED HOLDER"), against any loss,
      claim, damage, liability or expense, joint or several, or any action in
      respect thereof (including, but not limited to, any loss, claim, damage,
      liability or action relating to resales of the Transfer Restricted
      Securities), to which such Indemnified Holder may become subject, insofar
      as any 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 (A) the Shelf Registration Statement as
            originally filed or in any amendment thereof, in any Prospectus, in
            any amendment or supplement thereto or in any offering material
            constituting written communications under Rule 405 of the Securities
            Act, or (B) any blue sky application or other document

                                       19

<PAGE>

            or any amendment or supplement thereto prepared or executed by the
            Company (or based upon written information furnished by or on behalf
            of the Company expressly for use in such blue sky application or
            other document or amendment or supplement) filed in any jurisdiction
            specifically for the purpose of qualifying any or all of the
            Transfer Restricted Securities under the securities law of any state
            or other jurisdiction (such application or document being
            hereinafter called a "BLUE SKY APPLICATION"); or

                  (ii) the omission or alleged omission to state therein any
            material fact required to be stated therein or necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading,

and agrees to reimburse each Indemnified Holder promptly upon demand for any
legal or other expenses reasonably incurred by such Indemnified Holder in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Holder (or its related Indemnified Holder)
specifically for use therein. The foregoing indemnity agreement is in addition
to any liability which the Company may otherwise have.

The Company also agrees to indemnify as provided in this Section 6(a) or
contribute as provided in Section 6(e) hereof to Losses (as defined below) of
each underwriter, if any, of Notes registered under a Shelf Registration
Statement, their directors, officers, employees, Affiliates or agents and each
person who controls such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section
4(b)(xxvii) hereof.

            (b) Each Holder, severally and not jointly, agrees to indemnify and
      hold harmless the Company, its directors, officers and employees and each
      person, if any, who controls the Company within the meaning of the
      Securities Act or the Exchange Act to the same extent as the foregoing
      indemnity from the Company to each such Holder, but only with reference to
      written information relating to such Holder furnished to the Company by or
      on behalf of such Holder specifically for inclusion in the documents
      referred to in the foregoing indemnity. This indemnity agreement set forth
      in this Section shall be in addition to any liabilities which any such
      Holder may otherwise have. In no event shall any Holder, its directors,
      officers or

                                       20

<PAGE>

      any person who controls such Holder be liable or responsible for any
      amount in excess of the amount by which the total amount received by such
      Holder with respect to its sale of Transfer Restricted Securities pursuant
      to a Shelf Registration Statement exceeds (i) the amount paid by such
      Holder for such Transfer Restricted Securities and (ii) the amount of any
      damages that such Holder, its directors, officers or any person who
      controls such Holder has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission.

            (c) Promptly after receipt by an indemnified party under this
      Section 6 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 under this Section 6, 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 (i) shall not relieve it from any liability which it may have under
      paragraphs (a) or (b) of this Section unless and to the extent it did not
      otherwise learn of such action and such failure results in the forfeiture
      by the indemnifying party of substantial rights and defenses, and (ii)
      shall not, in any event, relieve it from any liability which it may have
      to an indemnified party otherwise than under paragraphs (a) or (b) of this
      Section 6. 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
      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 6 for any legal or other expenses
      subsequently incurred by the indemnified party in connection with the
      defense thereof other than reasonable costs of investigation; provided,
      however, that the Holders shall have the right to employ a single counsel
      to represent jointly the Holders and their officers, employees and
      controlling persons who may be subject to liability arising out of any
      claim in respect of which indemnity may be sought by the Holders against
      the Company under this Section 6 if the Holders seeking indemnification
      shall have been advised by legal counsel that there may be one or more
      legal defenses available to such Holders and their respective officers,
      employees and controlling persons that are different from or additional to
      those available to the Company, and in that event, the fees and expenses
      of such separate counsel shall be paid by the Company.

            (d) The indemnifying party under this Section shall not be liable
      for any settlement of any proceeding effected without its written consent,
      which shall not be withheld unreasonably, but if settled with such consent

                                       21

<PAGE>

      or if there is a final judgment for the plaintiff, the indemnifying party
      agrees to indemnify the indemnified party against any loss, claim, damage,
      liability or expense by reason of such settlement or judgment.
      Notwithstanding the foregoing sentence, if at any time an indemnified
      party shall have requested an indemnifying party to reimburse the
      indemnified party for fees and expenses of counsel as contemplated by
      Section 6(c) hereof, the indemnifying party agrees that it shall be liable
      for any settlement of any proceeding effected without its written consent
      if (i) such settlement is entered into more than 30 days after receipt by
      such indemnifying party of the aforesaid request and (ii) such
      indemnifying party shall not have reimbursed the indemnified party in
      accordance with such request prior to the date of such settlement;
      provided that the indemnifying party shall not be liable for any such
      settlement if the indemnifying party has reimbursed the indemnified party
      for such fees and expenses other than that portion which the indemnifying
      party is contesting in good faith as being unreasonable. No indemnifying
      party shall, without the prior written consent of the indemnified party,
      effect any settlement, compromise or consent to the entry of judgment in
      any pending or threatened action, suit or proceeding in respect of which
      any indemnified party is or could have been a party and indemnity was or
      could have been sought hereunder by such indemnified party, unless such
      settlement, compromise or consent (x) includes an unconditional release of
      such indemnified party from all liability on claims that are the subject
      matter of such action, suit or proceeding and (y) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

            (e) If the indemnification provided for in this Section 6 shall for
      any reason be unavailable or insufficient to hold harmless an indemnified
      party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
      liability (or action in respect thereof) referred to therein, each
      indemnifying party shall, in lieu of indemnifying such indemnified party,
      contribute to the aggregate amount paid or payable by such indemnified
      party as a result of such loss, claim, damage or liability (including
      legal or other expenses reasonably incurred in connection with
      investigating or defending any loss, claim, liability, damage or action)
      (collectively "Losses") (or action in respect thereof):

                  (i) in such proportion as is appropriate to reflect the
            relative benefits received by the Company from the offering and sale
            of the Transfer Restricted Securities on the one hand and a Holder
            with respect to the sale by such Holder of the Transfer Restricted
            Securities on the other, or

                                       22

<PAGE>

                  (ii) if the allocation provided by Section (6)(e)(i) is not
            permitted by applicable law, in such proportion as is appropriate to
            reflect not only the relative benefits referred to in Section
            6(e)(i) but also the relative fault of the Company on the one hand
            and the Holders on the other in connection with the statements or
            omissions or alleged statements or alleged 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 benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Notes
purchased under the Purchase Agreement (before deducting expenses) received by
the Company, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Holders on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and each Holder agree that it would not
be just and equitable if the amount of contribution pursuant to this Section
6(e) were determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to in the
first sentence of this paragraph (e).

      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 6 shall be deemed to include, for purposes of this Section
6, 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.

      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. The Holders'
obligations to contribute as provided in this Section 6(e) are several and not
joint.

            (f) The provisions of this Section 6 shall remain in full force and
      effect, regardless of any investigation made by or on behalf of any Holder
      or the Company or any of the officers, directors or controlling persons
      referred to in Section 6 hereof, and will survive the sale by a Holder of
      Transfer Restricted Securities.

      7. Rule 144A and Rule 144. The Company agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during

                                       23

<PAGE>

any period in which the Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13
or 15 (d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.

      8. Underwritten Registrations.

            (a) Any Holder of Transfer Restricted Securities who desires to do
      so may sell Transfer Restricted Securities (in whole or in part) in an
      underwritten offering; provided that (i) the Holders of at least 33-1/3%
      in aggregate principal amount of the Transfer Restricted Securities then
      covered by the Shelf Registration Statement shall request such an offering
      and (ii) at least such aggregate principal amount of such Transfer
      Restricted Securities shall be included in such offering; and provided
      further that the Company shall not be obligated to participate in more
      than one underwritten offering during the Effectiveness Period. Upon
      receipt of such a request, the Company shall provide all Holders of
      Transfer Restricted Securities written notice of the request, which notice
      shall inform such Holders that they have the opportunity to participate in
      the offering. If any of the Transfer Restricted Securities covered by the
      Shelf Registration Statement are to be sold in an underwritten offering,
      the Managing Underwriters shall be selected by the Majority of Holders.

            (b) No person may participate in any underwritten offering pursuant
      to the Shelf Registration Statement unless such person (i) agrees to sell
      such person's Notes on the basis reasonably provided in any underwriting
      arrangements approved by the persons entitled hereunder to approve such
      arrangements; (ii) completes and executes all questionnaires, powers of
      attorney, indemnities, underwriting agreements and other documents
      reasonably required under the terms of such underwriting arrangements; and
      (iii) if such Holder is not then a Notice Holder, such Holder returns a
      completed and signed Notice and Questionnaire to the Company in accordance
      with Section 2(f) hereof within a reasonable amount of time before such
      underwritten offering.

            (c) The Holders participating in any underwritten offering shall be
      responsible for any underwriting discounts and commissions and fees and,
      subject to Section 5 hereof, expenses of their own counsel. The Company
      shall pay all expenses customarily borne by issuers in an

                                       24

<PAGE>

      underwritten offering, including but not limited to filing fees, the fees
      and disbursements of its counsel and independent public accountants and
      any printing expenses incurred in connection with such underwritten
      offering. Notwithstanding the foregoing or the provisions of Section
      4(b)(xxv) hereof, upon receipt of a request from the Managing Underwriter
      or a representative of holders of a majority of the Transfer Restricted
      Securities to be included in an underwritten offering to prepare and file
      an amendment or supplement to the Shelf Registration Statement and
      Prospectus in connection with an underwritten offering, the Company may
      delay the filing of any such amendment or supplement for up to 90 days if
      the Board of Directors of the Company shall have determined in good faith
      that the Company has a bona fide business reason for such delay.

      9. Miscellaneous.

            (a) Remedies. The Company acknowledges and agrees that any failure
      by the Company to comply with its obligations under Section 2 hereof may
      result in material irreparable injury to the Initial Purchasers or the
      Holders for which there is no adequate remedy at law, that it will not be
      possible to measure damages for such injuries precisely, and that, in the
      event of any such failure, in addition to being entitled to exercise all
      rights provided to it herein, in the Indenture or in the Purchase
      Agreement or granted by law, including recovery of liquidated or other
      damages, the Initial Purchasers or any Holder may obtain such relief as
      may be required to specifically enforce the Company's obligations under
      Section 2 hereof. The Company further agrees to waive the defense in any
      action for specific performance that a remedy at law would be adequate.

            (b) Actions Affecting Transfer Restricted Securities. The Company
      shall not, directly or indirectly, take any action with respect to the
      Transfer Restricted Securities as a class that would adversely affect the
      ability of the Holders of Transfer Restricted Securities to include such
      Transfer Restricted Securities in a registration undertaken pursuant to
      this Agreement.

            (c) No Inconsistent Agreements. The Company has not, as of the date
      hereof, entered into, nor shall it, on or after the date hereof, enter
      into, any agreement with respect to its securities that is inconsistent
      with the rights granted to the Holders in this Agreement or otherwise
      conflicts with the provisions hereof. In addition, the Company shall not
      grant to any of its securityholders (other than the Holders of Transfer
      Restricted Securities in such capacity) the right to include any of its
      securities in the Shelf Registration Statement provided for in this
      Agreement other than the Transfer Restricted Securities.

                                       25

<PAGE>

            (d) Amendments and Waivers. This Agreement may not be amended,
      modified or supplemented, and waivers or consents to or departures from
      the provisions hereof may not be given, unless the Company has obtained
      the written consent of a Majority of Holders; provided, however, that with
      respect to any matter that directly or indirectly adversely affects the
      rights of any Initial Purchaser hereunder, the Company shall obtain the
      written consent of each such Initial Purchaser against which such
      amendment, qualification, supplement, waiver or consent is to be
      effective. Notwithstanding the foregoing (except the foregoing proviso), a
      waiver or consent to depart from the provisions hereof with respect to a
      matter that relates exclusively to the rights of Holders whose securities
      are being sold pursuant to a Shelf Registration Statement and does not
      directly or indirectly adversely affect the rights of other Holders, may
      be given by the Majority of Holders, determined on the basis of Notes
      being sold rather than registered under such Shelf Registration Statement.

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

                  (i) if to a Holder, at the address set forth on the records of
            the registrar under the Indenture or the transfer agent of the
            Common Stock, as the case may be; and

                  (ii) if to the Company, initially at its address set forth in
            the Purchase Agreement, with a copy to:

                     Akin Gump Strauss Hauer & Feld LLP
                     2029 Century Park East
                     Suite 2400
                     Los Angeles, California 90067-3012
                     Facsimile: (310) 229-2313
                     Attention: Julie Kaufer

                  (iii) If to the Initial Purchasers at their address set forth
            in the Purchase Agreement, with a copy to:

                     Davis Polk & Wardwell
                     450 Lexington Avenue
                     New York, NY 10017
                     Facsimile: (212) 450-3111
                     Attention: Michael Kaplan

                                       26

<PAGE>

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if transmitted by facsimile; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.

      Any party hereto may change the address for receipt of communications by
giving written notice to the others.

            (f) Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and assigns of each of the
      parties, including without limitation and without the need for an express
      assignment, subsequent Holders of Transfer Restricted Securities. The
      Company hereby agrees to extend the benefit of this Agreement to any
      Holder and any such Holder may specifically enforce the provisions of this
      Agreement as if an original party hereto.

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

            (h) Jurisdiction. The Company agrees that any suit, action or
      proceeding against the Company brought by any Holder or Initial Purchaser,
      the directors, officers, employees, Affiliates and agents of any Holder or
      Initial Purchaser, or by any person who controls any Holder or Initial
      Purchaser, arising out of or based upon this Agreement or the transactions
      contemplated hereby may be instituted in any State or U.S. federal court
      in The City of New York and County of New York, and waives any objection
      which it may now or hereafter have to the laying of venue of any such
      proceeding, and irrevocably submits to the non-exclusive jurisdiction of
      such courts in any suit, action or proceeding.

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

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

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<PAGE>

            (k) Governing Law. This Agreement shall be governed by and construed
      in accordance with the law of the State of New York.

            (l) Severability. If any one or more of the provisions contained
      herein, or the application thereof in any circumstance, is held invalid,
      illegal or unenforceable, the validity, legality and enforceability of any
      such provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby, it being
      intended that all of the rights and privileges of the parties shall be
      enforceable to the fullest extent permitted by law.

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

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<PAGE>

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

                                   CBIZ, Inc.

                                   By    /s/ Jerome P. Grisko, Jr.
                                      -----------------------------------------
                                            Name: Jerome P. Grisko, Jr.
                                            Title: President and C.O.O.

                                   BANC OF AMERICA SECURITIES LLC

                                   Acting severally on behalf of itself and the
                                   several Initial Purchasers

                                   By BANC OF AMERICA SECURITIES
                                   LLC

                                   By    /s/ Craig McCracken
                                      -----------------------------------------
                                      Authorized Representative

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