A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 13, 2001
                                  BY AND AMONG

                     INTERNATIONAL SPECIALTY HOLDINGS INC.,

                                    AS ISSUER

                                       AND

                            BEAR, STEARNS & CO. INC.
                                UBS WARBURG LLC,

                              AS INITIAL PURCHASERS







<PAGE>


         The  Registration  Rights  Agreement  (this  "AGREEMENT")  is made  and
entered  into as of December  13,  2001,  by and among  International  Specialty
Holdings Inc., a Delaware  corporation  (the  "COMPANY" and the  "ISSUER"),  and
Bear,  Stearns & Co. Inc. and UBS Warburg LLC (each an "INITIAL  PURCHASER" and,
collectively,  the "INITIAL  PURCHASERS"),  each of which has agreed to purchase
the  Issuer's  105/8%  Series A Senior  Secured  Notes Due 2009  (the  "SERIES A
NOTES").

         This  Agreement  is made  pursuant  to the  Purchase  Agreement,  dated
December 7, 2001,  (the "PURCHASE  AGREEMENT"),  by and among the Issuer and the
Initial  Purchasers.  In order to induce the Initial  Purchasers to purchase the
Series A Notes,  the Issuer has agreed to provide  the  registration  rights set
forth in this  Agreement.  The  execution  and  delivery of this  Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 8 of
the Purchase Agreement.  Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them the Indenture,  dated December 13, 2001,
between the Issuer and  Wilmington  Trust Company,  as Trustee,  relating to the
Series A Notes and the Series B Notes (the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1.  DEFINITIONS

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

         ACT:  The Securities Act of 1933, as amended.

         AFFILIATE:  As defined in Rule 144 of the Act.

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

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE:  The date hereof.

         COMMISSION:  The Securities and Exchange Commission.

         CONSUMMATE:  An  Exchange  Offer  shall  be  deemed  "Consummated"  for
purposes  of  this   Agreement  upon  the  occurrence  of  (a)  the  filing  and
effectiveness  under  the  Act  of the  Exchange  Offer  Registration  Statement
relating  to the  Series B Notes to be issued  in the  Exchange  Offer,  (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required  pursuant to Section  3(b) hereof and (c) the delivery by the Issuer to
the  Registrar  under  the  Indenture  of  Series B Notes in the same  aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE:  As defined in Section 3(a)(y) and 4(a) hereof.

<PAGE>

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

         EXCHANGE OFFER:  The exchange and issuance by the Issuer of a principal
amount of Series B Notes  (which  shall be  registered  pursuant to the Exchange
Offer  Registration  Statement)  equal to the  outstanding  principal  amount of
Series A Notes  that are  tendered  by such  Holders  in  connection  with  such
exchange and issuance.

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

         EXEMPT  RESALES:  The  transactions  in which  the  Initial  Purchasers
propose to sell the Series A Notes to certain "qualified  institutional buyers,"
as such term is defined in Rule 144A under the Act and pursuant to  Regulation S
under the Act.

         FILING DEADLINE:  As defined in Sections 3(a) and 4(a)(x) hereof.

         HOLDERS:  As defined in Section 2 hereof.

         PROSPECTUS:  The prospectus included in a Registration Statement at the
time  such  Registration   Statement  is  declared  effective,   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.

         RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.

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

         REGULATION S:  Regulation S promulgated under the Act.

         RULE 144:  Rule 144 promulgated under the Act.

         SERIES B NOTES:  The Issuer's  105/8% Series B Senior Secured Notes due
2009 to be issued pursuant to the Indenture in the Exchange Offer.

         SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

         SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

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

                                       2
<PAGE>


         TRANSFER  RESTRICTED  SECURITIES:  Each (A)  Series A Note,  until  the
earliest  to occur of (i) the date on which such Series A Note is  exchanged  in
the  Exchange  Offer for a Series B Note which is  entitled  to be resold to the
public by the Holder thereof  without  complying  with the  prospectus  delivery
requirements  of the Act,  (ii) the  date on which  such  Series A Note has been
disposed  of  in  accordance  with  a  Shelf  Registration  Statement  (and  the
purchasers  thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed  to the public  pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker  Dealer  until the date on which
such Series B Note is disposed  of by a  Broker-Dealer  pursuant to the "Plan of
Distribution"   contemplated  by  the  Exchange  Offer  Registration   Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.  HOLDERS

         A Person is deemed to be a holder  of  Transfer  Restricted  Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3.  REGISTERED EXCHANGE OFFER

         (a)   Unless the Exchange Offer shall not be  permitted  by  applicable
federal law (after the procedures  set forth in Section  6(a)(i) below have been
complied  with),  the Issuer  shall (i) cause the  Exchange  Offer  Registration
Statement  to be filed  with the  Commission  as soon as  practicable  after the
Closing  Date,  but in no event later than 90 days after the Closing  Date (such
90th day being the "FILING  DEADLINE"),  (ii) use its best efforts to cause such
Exchange  Offer  Registration  Statement  to become  effective  at the  earliest
possible  time, but in no event later than 180 days after the Closing Date (such
180th day being the  "EFFECTIVENESS  DEADLINE"),  (iii) in  connection  with the
foregoing,  (A)  file  all  pre-effective  amendments  to  such  Exchange  Offer
Registration  Statement  as may be  necessary  in order  to  cause it to  become
effective,  (B) file, if applicable, a post-effective amendment to such Exchange
Offer  Registration  Statement pursuant to Rule 430A under the Act and (C) cause
all  necessary  filings,  if  any,  in  connection  with  the  registration  and
qualification  of the  Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the  effectiveness  of such  Exchange  Offer  Registration  Statement,
commence and Consummate the Exchange  Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer  Restricted  Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such  Broker-Dealer  acquired for its own account as a
result of  market-making  activities  or other  trading  activities  (other than
Series A Notes  acquired  directly from the Issuer or any of its  Affiliates) as
contemplated by Section 3(c) below.

         (b)   The Issuer shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer  open for a period  of not less than the  minimum  period  required  under
applicable  federal and state  securities laws to Consummate the Exchange Offer;
PROVIDED,  HOWEVER,  that in no event shall such period be less than 20 business
days.  The Issuer shall cause the Exchange  Offer to comply with all  applicable
federal and state  securities  laws. No securities other than the Series B Notes
shall be included in the Exchange Offer Registration Statement. The Issuer shall
use its best  efforts  to cause  the  Exchange  Offer to be  Consummated  on the
earliest  practicable date after the Exchange Offer

                                       3
<PAGE>


Registration  Statement  has  become  effective,  but in no event  later than 30
business days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

         (c)   The Issuer shall include a "Plan of Distribution"  section in the
Prospectus  contained in the Exchange Offer Registration  Statement and indicate
therein that any  Broker-Dealer  who holds Transfer  Restricted  Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities  or other  trading  activities  (other than  Series A Notes  acquired
directly  from the Issuer or any  Affiliate  of the Issuer),  may exchange  such
Transfer  Restricted  Securities  pursuant to the Exchange Offer.  Such "Plan of
Distribution"  section shall also contain all other  information with respect to
such sales by such  Broker-Dealers  that the  Commission may require in order to
permit such sales pursuant  thereto,  but such "Plan of Distribution"  shall not
name any such  Broker-Dealer  or  disclose  the  amount of  Transfer  Restricted
Securities held by any such Broker-Dealer,  except to the extent required by the
Commission  as a result of a change in policy,  rules or  regulations  after the
date of this Agreement.  See the SHEARMAN & STERLING no-action letter (available
July 2, 1993).

         Because such Broker-Dealer may be deemed to be an "underwriter"  within
the meaning of the Act and must,  therefore,  deliver a  prospectus  meeting the
requirements  of the Act in  connection  with its  initial  sale of any Series B
Notes received by such  Broker-Dealer  in the Exchange  Offer,  the Issuer shall
permit the use of the Prospectus  contained in the Exchange  Offer  Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the prospectus  contained in the Exchange
Offer  Registration  Statement  is  available  for  sales  of  Series B Notes by
Broker-Dealers,  the Issuer  agrees to use its best efforts to keep the Exchange
Offer Registration Statement continuously effective,  supplemented,  amended and
current as required by and subject to the provisions of Section 6(a) and Section
6 (c) hereof and in conformity with the requirements of this Agreement,  the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of one year from the Consummation Deadline or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Issuer shall provide
sufficient   copies  of  the  latest   version  of  such   Prospectus   to  such
Broker-Dealers,  promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4.  SHELF REGISTRATION

         (a)   SHELF REGISTRATION. If (i) the Issuer is not (A) required to file
the Exchange  Offer  Registration  Statement or (B) permitted to Consummate  the
Exchange  Offer because the Exchange Offer is not permitted by applicable law or
Commission  policy (after the Issuer has complied with the  procedures set forth
in  Section  6(a)(i)  below)  or  (ii)  if any  Holder  of  Transfer  Restricted
Securities  shall  notify the  Issuer  within 20  business  days  following  the
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission  policy from  participating  in the Exchange Offer or (B) such Holder
may not resell the Series B Notes  acquired by it in the  Exchange  Offer to the
public  without  delivering a  prospectus  and the  Prospectus  contained in the
Exchange Offer  Registration  Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer  and holds Series A
Notes  acquired  directly from the Issuer or any of their  Affiliates,  then the
Issuer shall:

                                       4
<PAGE>


     (x) cause to be filed,  on or prior to 30 days after the earlier of (i) the
date on which  the  Company  determines  that the  Exchange  Offer  Registration
Statement  cannot be filed as a result of clause  (a)(i) above and (ii) the date
on which the Company  receives  the notice  specified in clause  (a)(ii)  above,
(such earlier  date,  the "FILING  DEADLINE"),  a shelf  registration  statement
pursuant to Rule 415 under the Act (which may be an  amendment  to the  Exchange
Offer Registration Statement) (the "SHELF REGISTRATION STATEMENT"),  relating to
all Transfer Restricted Securities, and

     (y) shall use its best efforts to cause such Shelf  Registration  Statement
to become  effective  on or prior to 90 days after the Filing  Deadline  for the
Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE").

         If, after the Issuer has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Issuer is required to
file and make  effective  a Shelf  Registration  Statement  solely  because  the
Exchange  Offer is not  permitted  under  applicable  federal law (i.e.,  clause
(a)(i)  above),  then the filing of the Exchange  Offer  Registration  Statement
shall be deemed to satisfy the requirements of clause (x) above;  PROVIDED that,
in such event,  the Issuer  shall  remain  obligated  to meet the  Effectiveness
Deadline set forth in clause (y) above.

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted  Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other  securities  required
to be registered  therein pursuant to Section 6(b)(ii) hereof,  the Issuer shall
use its best efforts to keep any Shelf  Registration  Statement required by this
Section  4(a)  continuously  effective,  supplemented,  amended  and  current as
required  by and subject to the  provisions  of Section  6(b) and  Section  6(c)
hereof and in conformity with the  requirements  of this Agreement,  the Act and
the policies,  rules and regulations of the Commission as announced from time to
time,  for a period  of at least  two years (as  extended  pursuant  to  Section
6(c)(i)  hereof)  following  the Closing  Date,  or such shorter  period as will
terminate  when  all  Transfer  Restricted  Securities  covered  by  such  Shelf
Registration Statement have been sold pursuant thereto.

         (b)   PROVISION  BY  HOLDERS  OF CERTAIN INFORMATION IN CONNECTION WITH
THE SHELF REGISTRATION  STATEMENT.  No Holder of Transfer Restricted  Securities
may include any of its Transfer Restricted  Securities in any Shelf Registration
Statement  pursuant to this Agreement  unless and until such Holder furnishes to
the  Issuer in  writing,  within 10  business  days  after  receipt of a request
therefor,  the information  specified in Item 507 or Item 508 of Regulation S-K,
as  applicable,  of the Act for use in  connection  with any Shelf  Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted  Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof  unless and until such Holder  shall have  provided all such
information.   Each  selling  Holder  agrees  to  promptly  furnish   additional
information required to be disclosed in order to make the information previously
furnished to the Issuer by such Holder not materially misleading.

                                       5
<PAGE>


SECTION 5.   LIQUIDATED DAMAGES

         If (i) any  Registration  Statement  required by this  Agreement is not
filed with the Commission on or prior to the applicable  Filing  Deadline,  (ii)
any  such  Registration  Statement  has  not  been  declared  effective  by  the
Commission  on or prior to the  applicable  Effectiveness  Deadline,  (iii)  the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any  Registration  Statement  required  by this  Agreement  is filed and
declared  effective  but shall  thereafter  cease to be  effective or fail to be
usable  for its  intended  purpose  without  being  succeeded  immediately  by a
post-effective  amendment to such Registration Statement that cures such failure
and that is itself declared  effective  immediately (each such event referred to
in clauses (i) through (iv), a "REGISTRATION  DEFAULT"),  then the Issuer hereby
agrees to pay to each Holder of Transfer Restricted  Securities affected thereby
liquidated  damages in an amount  equal to $.05 per week per $1,000 in principal
amount of Transfer  Restricted  Securities  held by such Holder for each week or
portion  thereof that the  Registration  Default  continues for the first 90-day
period immediately  following the occurrence of such Registration  Default.  The
amount of the liquidated  damages shall increase by an additional  $.05 per week
per $1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent  90-day period until all Registration  Defaults have been cured,
up to a maximum  amount of  liquidated  damages  of $.50 per week per  $1,000 in
principal  amount of Transfer  Restricted  Securities;  PROVIDED that the Issuer
shall  in no event be  required  to pay  liquidated  damages  for more  than one
Registration Default at any given time. Notwithstanding anything to the contrary
set forth herein, (1) upon filing of the Exchange Offer  Registration  Statement
(and/or, if applicable,  the Shelf Registration  Statement),  in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer  Registration  Statement
(and/or, if applicable,  the Shelf Registration Statement),  in the case of (ii)
above, (3) upon  Consummation of the Exchange Offer, in the case of (iii) above,
or (4)  upon  the  filing  of a  post-effective  amendment  to the  Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared  effective  or made  usable in the case of (iv) above,  the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued  liquidated  damages shall be paid to the Holders  entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each  Interest  Payment  Date,  as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be  Transfer  Restricted  Securities,  all  obligations  of the
Issuer to pay liquidated  damages with respect to securities shall survive until
such time as such  obligations  with respect to such securities  shall have been
satisfied in full.

SECTION 6.   REGISTRATION PROCEDURES

         (a)   EXCHANGE OFFER REGISTRATION  STATEMENT.  In  connection  with the
Exchange  Offer,  the Issuer shall (x) comply with all applicable  provisions of
Section  6(c) below,  (y) use its best  efforts to effect such  exchange  and to
permit  the  resale of Series B Notes by  Broker-Dealers  that  tendered  in the
Exchange  Offer  Series A Notes  that such  Broker-Dealer  acquired  for its own
account as a result of its market-making  activities or other trading activities
(other  than  Series A Notes  acquired  directly  from the  Issuer or any of its
Affiliates)  being sold in  accordance  with the


                                       6
<PAGE>


intended method or methods of distribution  thereof,  and (z) comply with all of
the following provisions:

               (i) If,  following  the date  hereof  there has been  announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the Issuer
         raises a  substantial  question  as to whether  the  Exchange  Offer is
         permitted by applicable federal law, the Issuer hereby agrees to seek a
         no-action  letter  or other  favorable  decision  from  the  Commission
         allowing the Issuer to Consummate  an Exchange  Offer for such Transfer
         Restricted Securities.  The Issuer hereby agrees to pursue the issuance
         of such a decision to the Commission  staff level.  In connection  with
         the foregoing,  the Issuer hereby agrees to take all such other actions
         as  may be  requested  by  the  Commission  or  otherwise  required  in
         connection  with  the  issuance  of such  decision,  including  without
         limitation  (A)  participating  in  telephonic   conferences  with  the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Issuer  setting  forth the legal bases,  if any, upon
         which such counsel has concluded  that such an Exchange Offer should be
         permitted and (C) diligently  pursuing a resolution  (which need not be
         favorable) by the Commission staff.

               (ii) As a condition to its  participation  in the Exchange Offer,
         each  Holder of  Transfer  Restricted  Securities  (including,  without
         limitation,  any Holder who is a Broker-Dealer) shall furnish, upon the
         request of the Issuer, prior to the Consummation of the Exchange Offer,
         a written  representation  to the Issuer (which may be contained in the
         letter of transmittal  contemplated by the Exchange Offer  Registration
         Statement) to the effect that (A) it is not an Affiliate of the Issuer,
         (B) it is not  engaged in, and does not intend to engage in, and has no
         arrangement  or  understanding  with any  person to  participate  in, a
         distribution  of the Series B Notes to be issued in the Exchange  Offer
         and (C) it is acquiring  the Series B Notes in its  ordinary  course of
         business.  As a condition to its  participation  in the Exchange  Offer
         each Holder using the Exchange  Offer to  participate in a distribution
         of the Series B Notes shall  acknowledge and agree that, if the resales
         are of Series B Notes  obtained by such Holder in exchange for Series A
         Notes acquired directly from the Issuer or an Affiliate thereof, it (1)
         could  not,  under  Commission  policy as in effect on the date of this
         Agreement,  rely on the position of the Commission  enunciated in EXXON
         CAPITAL  HOLDINGS  CORPORATION  (available  May 13,  1988)  and  MORGAN
         STANLEY AND CO., INC.  (available  June 5, 1991), as interpreted in the
         Commission's  letter to  SHEARMAN  & STERLING  dated July 2, 1993,  and
         similar  no-action  letters  (including,  if applicable,  any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the  registration  and prospectus  delivery  requirements of the Act in
         connection  with  a  secondary  resale  transaction  and  that  such  a
         secondary   resale   transaction   must  be  covered  by  an  effective
         registration   statement   containing  the  selling   security   holder
         information  required  by  Item  507 or Item  508,  as  applicable,  of
         Regulation S-K.

               (iii) Prior to effectiveness  of the Exchange Offer  Registration
         Statement,  the  Issuer  shall  provide  a  supplemental  letter to the
         Commission  (A) stating  that the Issuer is  registering  the  Exchange
         Offer in reliance on the position of the Commission enunciated in EXXON
         CAPITAL HOLDINGS  CORPORATION  (available May 13, 1988), MORGAN STANLEY
         AND  CO.,  INC.   (available  June  5,  1991)  as  interpreted  in  the
         Commission's  letter to SHEARMAN


                                       7
<PAGE>


               & STERLING dated July 2, 1993, and, if applicable,  any no-action
               letter  obtained  pursuant to clause (i) above,  (B)  including a
               representation   that  the  Issuer  has  not  entered   into  any
               arrangement  or  understanding  with any Person to distribute the
               Series B Notes to be received in the Exchange  Offer and that, to
               the best of the  Issuer's  information  and  belief,  each Holder
               participating  in the Exchange  Offer is  acquiring  the Series B
               Notes in its ordinary  course of business and has no  arrangement
               or   understanding   with  any  Person  to   participate  in  the
               distribution of the Series B Notes received in the Exchange Offer
               and (C) any other undertaking or  representation  required by the
               Commission as set forth in any no-action letter obtained pursuant
               to clause (i) above, if applicable.

               (b)  SHELF REGISTRATION STATEMENT.  In  connection with the Shelf
Registration Statement, the Issuer shall:

                    (i) comply with all the provisions of Section 6(c) below and
               use its reasonable  best efforts to effect such  registration  to
               permit the sale of the Transfer Restricted  Securities being sold
               in accordance with the intended method or methods of distribution
               thereof (as indicated in the information furnished to the Company
               pursuant to Section 4(b) hereof), and pursuant thereto the Issuer
               will  prepare  and  file  with  the   Commission  a  Registration
               Statement  relating to the  registration on any appropriate  form
               under the Act,  which form shall be available for the sale of the
               Transfer  Restricted  Securities in accordance  with the intended
               method or methods of distribution thereof within the time periods
               and otherwise in accordance with the provisions hereof, and

                    (ii) issue,  upon the request of any Holder or  purchaser of
               Series  A  Notes  covered  by any  Shelf  Registration  Statement
               contemplated  by  this  Agreement,   Series  B  Notes  having  an
               aggregate  principal  amount  equal  to the  aggregate  principal
               amount of Series A Notes sold pursuant to the Shelf  Registration
               Statement and  surrendered  to the Issuer for  cancellation;  the
               Issuer shall  register  Series B Notes on the Shelf  Registration
               Statement  for this  purpose  and issue the Series B Notes to the
               purchasers  of  securities  subject  to  the  Shelf  Registration
               Statement in the names as such purchasers shall designate.

               (c)  GENERAL PROVISIONS.  In  connection  with  any  Registration
Statement  and any related  Prospectus  required by this  Agreement,  the Issuer
shall:

                    (i)  use  its   reasonable   best   efforts   to  keep  such
               Registration  Statement  continuously  effective  and provide all
               requisite  financial  statements  for  the  period  specified  in
               Section 3 or Section 4 of this Agreement, as applicable. Upon the
               occurrence  of any event that would  cause any such  Registration
               Statement or the Prospectus  contained  therein (A) to contain an
               untrue  statement of material  fact or omit to state any material
               fact necessary to make the  statements  therein not misleading or
               (B)  not to be  effective  and  usable  for  resale  of  Transfer
               Restricted   Securities   during  the  period  required  by  this
               Agreement,   the  Issuer  shall  file  promptly  an   appropriate
               amendment to such Registration Statement curing such defect, and,
               if Commission  review is required,  use its best efforts to cause
               such amendment to be declared  effective as soon as  practicable.
               Notwithstanding  the  foregoing,  the  Issuer may allow the Shelf
               Registration  Statement  and the related  Prospectus  to cease to
               become  effective and usable if (x) the board of directors

                                       8
<PAGE>

               of the  Company  determines  in good faith that it is in the best
               interests  of the  Company not to disclose  the  existence  of or
               facts  surrounding  any  proposed or pending  material  corporate
               transaction  involving  the  Issuer  or the  Guarantors,  and the
               Company  notifies the Holders within two business days after such
               board  of  directors  makes  such   determination,   or  (y)  the
               Prospectus contained in the Shelf Registration Statement contains
               an  untrue  statement  of a  material  fact or  omits  to state a
               material  fact  necessary  in order to make the  statements  made
               therein,  in light of the  circumstances  under  which  they were
               made, not misleading;  PROVIDED that the two-year period referred
               to in Section  4(a) hereof  during  which the Shelf  Registration
               Statement  is  required  to be  effective  and  usable  shall  be
               extended  by the number of days  during  which such  Registration
               Statement was not  effective or usable  pursuant to the foregoing
               provisions;

                    (ii) prepare and file with the  Commission  such  amendments
               and  post-effective  amendments  to the  applicable  Registration
               Statement as may be necessary to keep such Registration Statement
               effective  for the  applicable  period  set forth in Section 3 or
               Section 4 hereof,  as the case may be; cause the Prospectus to be
               supplemented  by any required  Prospectus  supplement,  and as so
               supplemented  to be filed pursuant to Rule 424 under the Act, and
               to comply  fully  with Rules 424,  430A and 462,  as  applicable,
               under the Act in a timely manner;  and comply with the provisions
               of the Act with  respect  to the  disposition  of all  securities
               covered by such  Registration  Statement  during  the  applicable
               period in  accordance  with the  intended  method or  methods  of
               distribution   by  the   sellers   thereof   set  forth  in  such
               Registration Statement or supplement to the Prospectus;

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

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

                    (v) use its best  efforts  to cause the  disposition  of the
               Transfer  Restricted   Securities  covered  by  the  Registration
               Statement  to be  registered  with  or  approved  by  such  other
               governmental  agencies  or  authorities  as may be  necessary  to
               enable  the  seller  or  sellers   thereof  to   consummate   the
               disposition of such Transfer  Restricted  Securities,  subject to
               the proviso contained in Section 6 (d)(ix) below;

                                       9
<PAGE>


                    (vi)  provide a CUSIP  number  for all  Transfer  Restricted
               Securities  not later than the effective  date of a  Registration
               Statement  covering  such  Transfer  Restricted   Securities  and
               provide the Trustee under the Indenture with printed certificates
               for  the  Transfer  Restricted  Securities  which  are  in a form
               eligible for deposit with the Depository Trust Company;

                    (vii)  otherwise  use its best  efforts  to comply  with all
               applicable  rules and  regulations  of the  Commission,  and make
               generally  available to its  security  holders with regard to any
               applicable  Registration  Statement,  as soon as  practicable,  a
               consolidated  earnings statement meeting the requirements of Rule
               158 (which need not be audited)  covering a  twelve-month  period
               beginning after the effective date of the Registration  Statement
               (as such term is defined in  paragraph  (c) of Rule 158 under the
               Act);

                    (viii) cause the Indenture to be qualified under the TIA not
               later than the effective date of the first Registration Statement
               required  by  this  Agreement   and,  in  connection   therewith,
               cooperate with the Trustee and the Holders 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 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; and

                    (ix) provide  promptly to each Holder,  upon  request,  each
               document filed with the Commission  pursuant to the  requirements
               of Section 13 or Section 15(d) of the Exchange Act.

               (d)   ADDITIONAL  PROVISIONS   APPLICABLE  TO  SHELF REGISTRATION
STATEMENTS.  In connection with any Shelf Registration Statement and any related
Prospectus required by this Agreement, the Issuer shall:

                    (i) advise each Holder  promptly  and, if  requested by such
               Holder,  confirm such advice in writing,  (A) when the Prospectus
               or any Prospectus supplement or post-effective amendment has been
               filed,  and, with respect to any  applicable  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  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  initiation  of any  proceeding  for any of the  preceding
               purposes,  (D) of the  existence of any fact or the  happening of
               any event 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 in order to make
               the  statements  therein not  misleading,  or that  requires  the
               making of any additions to or changes in the  Prospectus in order
                to make the statements therein, in the light of the

                                       10
<PAGE>

               circumstances  under which they were made, not misleading.  If at
               any time the Commission shall issue any stop order suspending the
               effectiveness  of  the  Registration   Statement,  or  any  state
               securities  commission or other regulatory  authority shall issue
               an  order   suspending  the   qualification   or  exemption  from
               qualification of the Transfer  Restricted  Securities under state
               securities  or Blue  Sky  laws,  the  Issuer  shall  use its best
               efforts to obtain the  withdrawal or lifting of such order at the
               earliest possible time;

                    (ii) if  requested  in  writing,  furnish to each  Holder in
               connection  with  such  sale,  if any,  before  filing  with  the
               Commission,  copies of any Shelf  Registration  Statement  or any
               Prospectus  included  therein or any amendments or supplements to
               any such Shelf  Registration  Statement or Prospectus  (including
               all documents  incorporated by reference after the initial filing
               of such Shelf  Registration  Statement),  which documents will be
               subject to the review and comment of such  Holders in  connection
               with such sale,  if any,  for a period of at least five  business
               days,  and the Company will not file any such Shelf  Registration
               Statement or  Prospectus  or any  amendment or  supplement to any
               such Shelf  Registration  Statement or Prospectus  (including all
               such documents  incorporated  by reference) to which such Holders
               shall  reasonably  object  within  five  business  days after the
               receipt  thereof.  A Holder  shall be deemed  to have  reasonably
               objected  to such  filing if such Shelf  Registration  Statement,
               amendment,  Prospectus or supplement,  as applicable, as proposed
               to be filed,  contains an untrue  statement of a material fact or
               omits to state any material fact necessary to make the statements
               therein not  misleading  or fails to comply  with the  applicable
               requirements of the Act;

                    (iii)  promptly  prior to the filing of any document that is
               to  be  incorporated  by  reference  into  a  Shelf  Registration
               Statement or Prospectus,  provide copies of such document to each
               Holder in  connection  with such sale,  if any, make the Issuer's
               representatives  available  for  discussion  of such document and
               other   customary  due  diligence   matters,   and  include  such
               information  in such document prior to the filing thereof as such
               Holders may reasonably request;

                    (iv) make available,  at reasonable times, for inspection by
               each  Holder and any  attorney  or  accountant  retained  by such
               Holders,  all financial and other  records,  pertinent  corporate
               documents  of  the  Issuer  and  cause  the  Issuer's   officers,
               directors  and  employees  to supply all  information  reasonably
               requested  by  any  such  Holder,   attorney  or   accountant  in
               connection with such Registration Statement or any post-effective
               amendment  thereto  subsequent to the filing thereof and prior to
               its effectiveness;

                    (v) if  requested  by any  Holders in  connection  with such
               exchange  or sale,  promptly  include  in any Shelf  Registration
               Statement   or   Prospectus,   pursuant   to  a   supplement   or
               post-effective  amendment if necessary,  such information as such
               Holders  may  reasonably   request  to  have  included   therein,
               including, without limitation,  information relating to the "Plan
               of Distribution" of the Transfer Restricted Securities;  and make
               all   required   filings  of  such   Prospectus   supplement   or
               post-effective amendment as soon as practicable after the Company
               is notified  of the  matters to be  included  in such  Prospectus
               supplement or post-effective amendment;

                                       11
<PAGE>


                    (vi)  furnish to each Holder in  connection  with such sale,
               without  charge,  at  least  one copy of the  Shelf  Registration
               Statement,  as  first  filed  with  the  Commission,  and of each
               amendment  thereto,   including  all  documents  incorporated  by
               reference   therein   and  all   exhibits   (including   exhibits
               incorporated therein by reference);

                    (vii) deliver to each 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;  the Issuer  hereby  consents to the use (in  accordance
               with  law) of the  Prospectus  and any  amendment  or  supplement
               thereto by each selling  Holder in  connection  with the offering
               and the sale of the Transfer Restricted Securities covered by the
               Prospectus or any amendment or supplement thereto;

                    (viii)  upon the  request  of any  Holder,  enter  into such
               agreements  (including  underwriting  agreements)  and make  such
               representations and warranties and take all such other actions in
               connection  therewith  in order to  expedite  or  facilitate  the
               disposition of the Transfer Restricted Securities pursuant to any
               applicable  Registration Statement contemplated by this Agreement
               as may be reasonably  requested by any Holder in connection  with
               any sale or resale pursuant to any Shelf Registration  Statement.
               In such connection, the Issuer shall:

                         (A) upon request of any Holder, furnish (or in the case
               of  paragraphs  (2)  and (3), use its reasonable  best efforts to
               cause  to  be furnished) to each Holder,  upon the  effectiveness
               of the Shelf Registration Statement:

                             (1) a  certificate,  dated  such  date,  signed  on
                         behalf of the Issuer by (x) the  President  or any Vice
                         President  and (y) a principal  financial or accounting
                         officer  of the  Issuer,  confirming,  as of  the  date
                         thereof,  the matters set forth in Sections 8(a), 8(b),
                         8(c), 8(d) and 8(q) of the Purchase  Agreement and such
                         other  similar  matters as such Holders may  reasonably
                         request;

                             (2) an opinion,  dated the date of effectiveness of
                         the Shelf  Registration  Statement,  of counsel for the
                         Issuer  covering  matters similar to those set forth in
                         paragraph  (f) of Section 8 of the  Purchase  Agreement
                         and such other  matters as such  Holder may  reasonably
                         request,  and in any event including a statement to the
                         effect   that  such   counsel   has   participated   in
                         conferences with officers and other  representatives of
                         the Issuer,  representatives  of the independent public
                         accountants  for the  Issuer  and have  considered  the
                         matters   required   to  be  stated   therein  and  the
                         statements contained therein, although such counsel has
                         not independently  verified the accuracy,  completeness
                         or fairness of such  statements;  and that such counsel
                         advises that, on the basis of the foregoing (relying as
                         to   materiality  to  the  extent  such  counsel  deems
                         appropriate  upon the  statements of officers and other
                         representatives  of the Issuer and without  independent
                         check or verification), no facts came to such counsel's
                         attention  that caused such counsel to believe that the
                         Shelf  Registration  Statement,  at the time such Shelf
                         Registration Statement or any post-

                                       12
<PAGE>


                         effective amendment thereto became effective, contained
                         an untrue  statement  of a material  fact or omitted to
                         state a material fact required to be stated  therein or
                         necessary   to  make   the   statements   therein   not
                         misleading,  or that the  Prospectus  contained in such
                         Shelf  Registration  Statement as of its date contained
                         an untrue  statement  of a material  fact or omitted to
                         state a material  fact  necessary  in order to make the
                         statements  therein,  in the light of the circumstances
                         under  which they were made,  not  misleading.  Without
                         limiting the foregoing,  such counsel may state further
                         that such counsel  assumes no  responsibility  for, and
                         has   not   independently   verified,   the   accuracy,
                         completeness  or fairness of the financial  statements,
                         notes and schedules and other  financial  data included
                         in any Shelf  Registration  Statement  contemplated  by
                         this Agreement or the related Prospectus; and

                             (3) a customary  comfort letter,  dated the date of
                         effectiveness of the Shelf Registration Statement, from
                         the Issuer's independent accountants,  in the customary
                         form  and  covering  matters  of the  type  customarily
                         covered  in  comfort   letters   to   underwriters   in
                         connection with underwritten  offerings,  and affirming
                         the matters set forth in the comfort letters  delivered
                         pursuant to Section 8(g) of the Purchase Agreement; and

                         (B) deliver such other  documents and  certificates  as
               may be  reasonably  requested by the selling  Holders to evidence
               compliance  with the matters covered in clause (A) above and with
               any customary  conditions contained in any agreement entered into
               by the Issuer pursuant to this clause (viii);

               (ix)  prior  to  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  as the  selling  Holders  may request and do any and all
         other acts or things  necessary or advisable to enable the  disposition
         in such jurisdictions of the Transfer Restricted  Securities covered by
         the Shelf Registration  Statement;  PROVIDED,  HOWEVER, that the Issuer
         shall not be required  to register or qualify as a foreign  corporation
         where it is not now so  qualified  or to take  any  action  that  would
         subject it to the  service of  process in suits or to  taxation,  other
         than as to matters and transactions  relating to the Shelf Registration
         Statement, in any jurisdiction where it is not now so subject.

         (e)  RESTRICTIONS  ON HOLDERS.  Each Holder agrees by  acquisition of a
Transfer  Restricted  Security that,  upon receipt of the notice  referred to in
Section 6(d)(i)(C) or any notice from the Issuer of the existence of any fact of
the kind  described in Section  6(d)(i)(D)  hereof (in each case, a  "SUSPENSION
NOTICE"),  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  6(c)(iii)  hereof,  or (ii) such  Holder is advised in
writing by the Issuer 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 (in each case, the  "RECOMMENCEMENT

                                       13
<PAGE>


DATE").  Each Holder  receiving a Suspension  Notice  hereby agrees that it will
either (i) destroy any Prospectuses,  other than permanent file copies,  then in
such  Holder's  possession  which have been  replaced  by the  Issuer  with more
recently  dated  Prospectuses  or (ii)  deliver to the  Issuer (at the  Issuer's
expense) all copies,  other than  permanent  file copies,  then in such Holder's
possession of the Prospectus covering such Transfer  Restricted  Securities that
was  current at the time of receipt of the  Suspension  Notice.  The time period
regarding the  effectiveness of such Shelf  Registration  Statement set forth in
Section 4 hereof  shall be  extended  by a number of days equal to the number of
days in the period from and  including  the date of  delivery of the  Suspension
Notice to the date of delivery of the Recommencement Date.

SECTION 7.   REGISTRATION EXPENSES

         (a) All expenses incident to the Issuer's  performance of or compliance
with  this  Agreement  will be borne by the  Issuer,  regardless  of  whether  a
Registration Statement becomes effective,  including without limitation: (i) all
registration  and  filing  fees and  expenses;  (ii) all  fees and  expenses  of
compliance with federal  securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Series B Notes
to be issued in the Exchange Offer and printing of  Prospectuses,  messenger and
delivery services and telephone); (iv) all fees and disbursements of counsel for
the Issuer;  (v) all  application and filing fees in connection with listing the
Series B Notes on a national  securities  exchange or automated quotation system
pursuant  to the  requirements  hereof;  (vi)  all  fees  and  disbursements  of
independent  certified public  accountants of the Issuer (including the expenses
of any  special  audit and  comfort  letters  required  by or  incident  to such
performance);  and (vii) all fees and  expenses of the Trustee and any  exchange
agent (including all fees and expenses of their counsel).

         The Issuer will, in any event, bear its internal  expenses  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and  expenses of any Person,  including  special  experts,  retained by the
Issuer.

         (b) In  connection  with any  Registration  Statement  required by this
Agreement  (including,  without  limitation,  the  Exchange  Offer  Registration
Statement and the Shelf Registration  Statement),  the Issuer will reimburse the
Initial  Purchasers  and the Holders of Transfer  Restricted  Securities who are
tendering  Series A Notes into in the Exchange Offer and/or selling or reselling
Series  A Notes  or  Series  B Notes  pursuant  to the  "Plan  of  Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable,  for the reasonable fees and disbursements of not more
than one counsel,  who shall be Latham & Watkins,  unless  another firm shall be
chosen  by the  Holders  of a  majority  in  principal  amount  of the  Transfer
Restricted  Securities  for whose benefit such  Registration  Statement is being
prepared.

SECTION 8.   INDEMNIFICATION

         (a) The Issuer agrees to indemnify  and hold harmless each Holder,  its
directors,  officers and each Person,  if any, who controls such Holder  (within
the meaning of Section 15 of the Act or Section 20 of the  Exchange  Act),  from
and  against  any  and  all  losses,  claims,

                                       14
<PAGE>


damages,  liabilities,  judgments  (including without  limitation,  any legal or
other  expenses  incurred in  connection  with  investigating  or defending  any
matter,  including  any action that could give rise to any such losses,  claims,
damages,  liabilities  or judgments)  caused by any untrue  statement or alleged
untrue  statement of a material fact  contained in any  Registration  Statement,
preliminary  prospectus or Prospectus  (or any amendment or supplement  thereto)
provided by the Issuer to any Holder or any  prospective  purchaser  of Series B
Notes or  registered  Series A Notes,  or  caused  by any  omission  or  alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  except insofar as such
losses,  claims,  damages,  liabilities  or  judgments  are  caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information  relating to any Holder  furnished  in writing to the Issuer by such
Holder.

         (b) Each Holder  agrees,  severally  and not jointly,  to indemnify and
hold harmless the Issuer,  and its directors and officers,  and each person,  if
any, who controls  (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Issuer to the same extent as the foregoing  indemnity from
the  Issuer  set  forth in  section  (a)  above,  but  only  with  reference  to
information  relating to such Holder  furnished in writing to the Issuer by such
Holder  expressly for use in any Registration  Statement.  In no event shall any
Holder, its directors, officers or 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 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) In case any  action  shall be  commenced  involving  any  person in
respect of which  indemnity  may be sought  pursuant to Section  8(a) or Section
8(b) (the "INDEMNIFIED  PARTY"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING  PERSON") in
writing  and the  indemnifying  party shall  assume the defense of such  action,
including the employment of counsel  reasonably  satisfactory to the indemnified
party and the  payment of all fees and  expenses  of such  counsel,  as incurred
(except  that in the case of any  action in respect  of which  indemnity  may be
sought  pursuant to both  Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such  action  pursuant to this  Section  8(c),  but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel,  except as provided below,  shall be at the expense of
the  Holder).  Any  indemnified  party  shall have the right to employ  separate
counsel in any such action and participate in the defense thereof,  but the fees
and expenses of such counsel  shall be at the expense of the  indemnified  party
unless  (i)  the  employment  of  such  counsel  shall  have  been  specifically
authorized in writing by the indemnifying  party,  (ii) the  indemnifying  party
shall  have  failed to  assume  the  defense  of such  action or employ  counsel
reasonably  satisfactory to the indemnified  party or (iii) the named parties to
any such action  (including any impleaded  parties) include both the indemnified
party and the  indemnifying  party,  and the  indemnified  party shall have been
advised by such counsel and shall have provided notice to the indemnifying party
of such advice of counsel that there may be one or more legal defenses available
to it  which  are  different  from  or  additional  to  those  available  to the
indemnifying  party (in which  case the  indemnifying  party  shall not have the
right to assume the defense of such action on behalf of the indemnified  party).
In any such case, the  indemnifying  party shall not, in connection with any

                                       15
<PAGE>


one action or separate but substantially  similar or related actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders,  in the case of the parties indemnified
pursuant to Section 8(a), and by the Issuer, in the case of parties  indemnified
pursuant  to Section  8(b).  The  indemnifying  party shall  indemnify  and hold
harmless  the  indemnified  party from and against  any and all losses,  claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written  consent or (ii) effected  without its written consent
if the  settlement  is entered  into more than  twenty  business  days after the
indemnifying  party shall have received a request from the indemnified party for
reimbursement  for the fees and expenses of counsel (in any case where such fees
and expenses  are at the expense of the  indemnifying  party) and,  prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such  reimbursement  request.  No  indemnifying  party shall,  without the prior
written  consent of the indemnified  party,  effect any settlement or compromise
of, or  consent  to the entry of  judgment  with  respect  to,  any  pending  or
threatened  action in  respect of which the  indemnified  party is or could have
been a party and  indemnity  or  contribution  may be or could have been  sought
hereunder  by the  indemnified  party,  unless such  settlement,  compromise  or
judgment (i) includes an unconditional release of the indemnified party from all
liability  on  claims  that are or could  have been the  subject  matter of such
action and (ii) does not include a  statement  as to or an  admission  of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is  unavailable  to an  indemnified  party in respect of any  losses,  claims,
damages,  liabilities or judgments  referred to therein,  then each indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages,  liabilities  or  judgments  (i)  in  such  proportion  as  is
appropriate to reflect the relative  benefits received by the Issuer, on the one
hand, and the Holders,  on the other hand, from the sale of Transfer  Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable  law, in such proportion as is appropriate to reflect not only the
relative  benefits  referred to in clause  8(d)(i)  above but also the  relative
fault of the Issuer, on the one hand, and of the Holders,  on the other hand, in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages,  liabilities  or  judgments,  as  well as any  other  relevant
equitable considerations. The relative fault of the Issuer, on the one hand, and
of the Holders,  on the other hand,  shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied by the Issuer, on the one hand, or by the Holders,  on the
other hand, and the parties' relative intent,  knowledge,  access to information
and  opportunity  to correct or prevent such  statement or omission.  The amount
paid  or  payable  by a  party  as a  result  of the  losses,  claims,  damages,
liabilities and judgments referred to above shall be deemed to include,  subject
to the limitations set forth in the second  paragraph of Section 8(a), any legal
or other fees or expenses  reasonably  incurred by such party in connection with
investigating or defending any action or claim.

         The  Issuer  and  each  Holder  agree  that it  would  not be just  and
equitable if  contribution  pursuant to this Section 8(d) were determined by pro
rata  allocation  (even if the  Holders  were  treated  as one  entity  for such
purpose) or by any other method of allocation which does not take

                                       16
<PAGE>


account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with  investigating  or defending any matter,  including any
action that could have given rise to such losses, claims,  damages,  liabilities
or judgments.  Notwithstanding  the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute,  in the aggregate, any amount in excess of the amount by
which the total  received by such  Holder  with  respect to the sale of Transfer
Restricted  Securities  pursuant  to a  Registration  Statement  exceeds (i) the
amount paid by such Holder for such Transfer Restricted  Securities and (ii) the
amount of any damages  which such Holder has  otherwise  been required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Act) shall be entitled to  contribution  from any person
who  was  not  guilty  of  such  fraudulent   misrepresentation.   The  Holders'
obligations  to  contribute  pursuant  to  this  Section  8(d)  are  several  in
proportion to the respective principal amount of Transfer Restricted  Securities
held by each Holder hereunder and not joint.

SECTION 9.   RULE 144A AND RULE 144

         The  Issuer  agrees  with  each  Holder,  for so long  as any  Transfer
Restricted  Securities  remain  outstanding  and  during any period in which the
Issuer (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 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.

SECTION 10.  MISCELLANEOUS

         (a) REMEDIES.  The Issuer  acknowledges  and agrees that any failure by
the  Issuer to comply  with its  obligations  under  Sections 3 and 4 hereof may
result in material  irreparable  injury to the Initial Purchasers or the Holders
for which  there is no adequate  remedy at law,  that it will not be possible to
measure  damages for such injuries  precisely and that, in the event of any such
failure,  the Initial  Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuer's obligations under Sections 3 and 4
hereof.  The  Issuer  further  agrees to waive the  defense  in any  action  for
specific performance that a remedy at law would be adequate.

         (b) NO  INCONSISTENT  AGREEMENTS.  The Issuer will not, on or after the
date of this Agreement,  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.  The Issuer has not previously
entered into any agreement granting any registration  rights with respect to its
securities to any Person.  The rights granted to the Holders hereunder do not in
any

                                       17
<PAGE>


way  conflict  with and are not  inconsistent  with the  rights  granted  to the
holders of the  Issuer's  securities  under any  agreement in effect on the date
hereof.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the  provisions  hereof  may not be given  unless  (i) in the case of  Section 5
hereof and this Section 10(c)(i), the Issuer has obtained the written consent of
Holders of all outstanding  Transfer Restricted  Securities and (ii) in the case
of all other provisions  hereof,  the Issuer has obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities  (excluding Transfer Restricted  Securities held by the Issuer or its
Affiliates).  Notwithstanding  the  foregoing,  a waiver or consent to departure
from the  provisions  hereof that relates  exclusively  to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer,  and that does not  affect  directly  or  indirectly  the rights of other
Holders whose Transfer Restricted  Securities are not being tendered pursuant to
such  Exchange  Offer,  may  be  given  by  the  Holders  of a  majority  of the
outstanding  principal amount of Transfer Restricted  Securities subject to such
Exchange Offer.

         (d)  THIRD  PARTY  BENEFICIARY.   The  Holders  shall  be  third  party
beneficiaries  to the agreements made hereunder  between the Issuer,  on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such  agreements  directly to the extent they may deem such  enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

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

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

              (ii) if to the Issuer:

                           International Specialty Holdings Inc.
                           c/o  ISP Management Company, Inc.
                           1361 Alps Road
                           Wayne, NJ  07470
                           Telecopier No.: (973) 628-3229
                           Attention:  General Counsel






                                       18
<PAGE>


                           With a copy to:

                           Weil, Gotshal & Manges LLP
                           767 Fifth Avenue
                           New York, NY  10153
                           Telecopier No.: 212-735-4781
                           Attention:  Michael E. Lubowitz

         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 telecopied;  and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

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

         (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;  PROVIDED that nothing herein shall be deemed to permit any
assignment,  transfer or other disposition of Transfer Restricted  Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture.  If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner,  whether by  operation of law or  otherwise,  such  Transfer  Restricted
Securities  shall be held subject to all of the terms of this Agreement,  and by
taking and holding  such  Transfer  Restricted  Securities  such Person shall be
conclusively  deemed  to have  agreed to be bound by and to  perform  all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this  Agreement and, if applicable,  the Purchase  Agreement,  and such
Person shall be entitled to receive the benefits hereof.

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

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

         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO THE
CONFLICT OF LAW RULES THEREOF.

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

         (k) ENTIRE  AGREEMENT.  This  Agreement is intended by the parties as a
final  expression of their agreement and

                                       19
<PAGE>


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  with  respect  to  the  Transfer  Restricted  Securities.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



























                                       20
<PAGE>


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

                              ISSUER:

                              INTERNATIONAL SPECIALTY HOLDINGS INC.



                              By: /s/ Andrew J. Diamond
                                  ---------------------------------------------
                                  Name: Andrew J. Diamond
                                  Title: Vice President and Assistant Treasurer






INITIAL PURCHASERS:

BEAR, STEARNS & CO. INC.


By: /s/ Joseph B. Sheehan
    ----------------------------------
    Name: Joseph B. Sheehan
    Title: Sr. Managing Director




UBS WARBURG LLC

By: /s/
    ----------------------------------
    Name:
    Title:







                                      A-1