Exhibit 4.2  Execution COPY   REGISTRATION RIGHTS AGREEMENT   Dated as of December 23, 2004 by and among  DRS TECHNOLOGIES, INC.  each of the Guarantors listed on Schedule I hereto  and  BEAR, STEARNS & CO. INC.  WACHOVIA CAPITAL MARKETS, LLC  BANC OF AMERICA SECURITIES LLC


This Registration Rights Agreement (this Agreement)
is made and entered into as of December 23, 2004, by and among DRS
Technologies, Inc., a Delaware corporation (the Company),
each of the Guarantors listed on Schedule I hereto (the Guarantors),
and Bear, Stearns & Co. Inc., Wachovia Capital Markets, LLC and Banc of
America Securities LLC (each an Initial Purchaser
and, collectively, the Initial Purchasers),
each of whom has agreed to purchase the Companys $200,000,000 67⁄8% Senior
Subordinated Notes due 2013 (the Notes)
pursuant to the Purchase Agreement (as defined below).  This Agreement is made pursuant to the Purchase Agreement, dated
December 15, 2004, (the Purchase Agreement),
by and among the Company, the Guarantors and the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Notes, the Company 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 in the Indenture,
dated October 30, 2003, among the Company, the Guarantors and The Bank of New
York, as Trustee, relating to the Notes and the Exchange 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 Exchange 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
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Notes properly
tendered and not subsequently withdrawn by Holders thereof pursuant to the
Exchange Offer.  Consummation Deadline:  As defined in Section 3(a)
hereof.  Effectiveness Deadline:  As defined in Sections 3(a)
and 4(a) hereof.  Effectiveness Target Date:  As
defined in Section 5 hereof.  Exchange Act:  The Securities Exchange Act of 1934, as
amended.


Exchange Notes:  The Companys 67⁄8% Senior Subordinated
Notes due 2013 and the related subsidiary guarantees to be issued pursuant to
the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4
hereof.  Exchange Offer:  The exchange and issuance by
the Company of a principal amount of Exchange Notes (which shall be registered
pursuant to the Exchange Offer Registration Statement) equal to the outstanding
principal amount of Notes that are properly tendered and not subsequently
withdrawn 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 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) 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 Company and the Guarantors relating to (a) an offering of Exchange 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.  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.  Transfer Restricted Securities:  Each
Note, until the earliest to occur of (i) the date on which such Note is
exchanged by a Person other than a Broker-Dealer for an Exchange Note in the
Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Exchange
Offer of a Note for an Exchange Note, the date on which such Exchange Note is
sold to a purchaser who receives from such Broker-Dealer  2


on or prior to the date of
such sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Note has been effectively
registered under the Act and disposed of in accordance with the Shelf
Registration Statement; or (iv) the date on which such Note is distributed to
the public pursuant to Rule 144 under the Act.  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 law or Commission policy, the Company and the
Guarantors shall (i) use reasonable best efforts to file the Exchange Offer
Registration Statement with the Commission on or prior to 105 days (unless such
date is not a business day, then the next succeeding business day) after the
issue date of the Notes (such 105th day being the Filing
Deadline), (ii) use reasonable best efforts to cause such
Exchange Offer Registration Statement to declared effective by the Commission
on or prior to 195 days (unless such date is not a business day, then the next
succeeding business day) after the issue date of the Notes (such 195th 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 reasonably necessary in
order to cause it to be declared 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 reasonably necessary filings, if
any, in connection with the registration and qualification of the Exchange
Notes to be made under the Blue Sky laws of such jurisdictions as are necessary
to permit Consummation of the Exchange Offer, providedthat the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or taxation in any
jurisdiction where it is not then so subject and (iv) (A) the Company and the
Guarantors will commence the Exchange Offer; and (B) use all commercially
reasonable efforts to issue on or prior to 35 business days, or longer, if
required by the federal securities laws (such 35th or later day being the Consummation Deadline), after the date
on which the Exchange Offer Registration Statement was declared effective by
the Commission, Exchange Notes in exchange for all Notes properly tendered and
not subsequently withdrawn prior thereto in the Exchange Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be
offered in exchange for the Notes that are Transfer Restricted Securities and
(ii) resales of Exchange Notes by Broker-Dealers that tendered into the
Exchange Offer Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.  (b)The Company and the Guarantors shall use all
their respective reasonable 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 Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.  (c)The Company 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 Notes acquired directly from the Company  3


or any Affiliate of the Company),
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 Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors 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 Exchange Notes by
Broker-Dealers, the Company and the Guarantors agree to use their respective
reasonable 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 (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 Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, as soon as reasonably
possible 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 Company and the Guarantors are 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 or (ii) if any Holder of Transfer Restricted Securities shall notify the
Company within 20 business days following the Consummation Deadline 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 Exchange 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 Notes acquired directly from the Company or any of
its Affiliates, then the Company and the Guarantors will file a Shelf
Registration Statement (as defined below) to cover resales of the Notes by
Holders of the Notes who satisfy certain conditions relating to the provision
of information in connection with the Shelf Registration Statement.  If obligated to file a Shelf Registration
Statement, the Company and the Guarantors shall use commercially reasonable
efforts to:  (x) file, 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, the Holders of which shall have
provided the information required by Section 4(b) hereof; and  4


(y) cause such Shelf Registration Statement to be declared effective by
the Commission on or prior to 90 days after the obligation arises for the Shelf
Registration Statement (such 90th day the Effectiveness Deadline).  If, after the Company and the Guarantors have filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are 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
Company and the Guarantors shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).  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 Company and
the Guarantors shall use their reasonable 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 Sections 6(b) and (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)(ii) 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 Company in writing,
within 20 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 in the required times.  Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.  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 (the Effectiveness Target Date), (iii) the
Company and the Guarantors fail to Consummate the Exchange Offer within 35
business days following the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement, unless extended as required by the
Commission or (iv) any Registration Statement required by this Agreement is
filed and declared effective but thereafter ceases to be effective or usable in
connection with resales of Transfer Restricted Securities during the period specified
herein (each such event referred to in clauses (i) through (iv), a Registration Default), then the Company and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages in an amount equal to
a per annum rate of .25% on the 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 per
annum rate of .25% with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum  5


amount of liquidated damages
of 1.00% per annum on the principal amount of Notes constituting Transfer
Restricted Securities; provided that
the Company and the Guarantors 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 of Transfer
Restricted Securities, 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 Company and the
Guarantors 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.  A Registration Default referred to in the first paragraph of this
Section 5 hereof shall be deemed not to have occurred and be continuing in
relation to a Registration Statement or the related prospectus if such
Registration Default has occurred solely as a result of material events, with
respect to the Company that would need to be described in such Registration
Statement or the related prospectus and the Company has provided written notice
to the Initial Purchasers that such an event has occurred and that a
Registration Default would have occurred but for the provisions of this
section; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 60 days,
Liquidated Damages shall be payable in accordance with the above paragraph from
the day such Registration Default originally occurred.  SECTION 6.REGISTRATION PROCEDURES  (a)Exchange Offer Registration Statement.  In
connection with the Exchange Offer, the Company and the Guarantors shall,
subject to the provisions of the third paragraph of Section 5 above, (x) comply
with all applicable provisions of Section 6(c) below, (y) use their respective
reasonable best efforts to effect such exchange and to permit the resale of
Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Notes that
such Broker-Dealer acquired for its own account as a result of its market
making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the 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 Company
raises a substantial question as to whether the Exchange Offer is permitted by
applicable federal law, or the Company and the Guarantors are not (A) required
to file the Exchange Offer Registration Statement, (B) permitted to Consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable
law or Commission policy or (C) obligated to file the Shelf Registration Statement,
the Company and the Guarantors hereby agree to seek a no-action letter or other
favorable decision from the Commission allowing the Company and the Guarantors
to Consummate an Exchange Offer for such Transfer Restricted Securities.  The Company and the Guarantors hereby agree
to pursue the issuance of such a  6


decision to the Commission staff level.  In connection with the foregoing, the Company
and the Guarantors hereby agree 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 Company 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 Company, prior to the Consummation of the Exchange Offer, a
written representation to the Company and the Guarantors (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 Company,
(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 Exchange Notes to be issued in the Exchange Offer and (C) it is
acquiring the Exchange 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 Exchange Notes shall acknowledge and agree that, if the
resales are of Exchange Notes obtained by such Holder in exchange for Notes
acquired directly from the Company 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; and  (iii)Prior to effectiveness of the Exchange Offer
Registration Statement, the Company and the Guarantors shall provide a
supplemental letter to the Commission (A) stating that the Company and the
Guarantors are registering the Exchange Offer in reliance 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, if applicable, any no-action letter
obtained pursuant to clause (i) above, (B) including a representation that
neither the Company nor any Guarantor has entered into any arrangement or
understanding with any Person to distribute the Exchange Notes to be received
in the Exchange Offer and that, to the best of the Companys and each
Guarantors information and belief, each Holder participating in the Exchange
Offer is acquiring the Exchange Notes in its ordinary course of business and
has no arrangement or understanding with any Person to participate in the
distribution of the Exchange 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 Company and the Guarantors shall, subject to the provisions of
the third paragraph of Section 5 above:  (i)comply with all the provisions of Section
6(c) below and use their respective reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted  7


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 Company and the Guarantors 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 the Notes covered by any Shelf Registration Statement contemplated by this
Agreement, Exchange Notes having an aggregate principal amount equal to the
aggregate principal amount of Notes sold pursuant to the Shelf Registration
Statement and surrendered to the Company for cancellation; the Company shall
register Exchange Notes on the Shelf Registration Statement for this purpose
and issue the Exchange 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 Company and the Guarantors shall, subject to the
provisions of the third paragraph of Section 5 above:  (i)use their respective 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 Company and the Guarantors shall file promptly an appropriate amendment to
such Registration Statement curing such defect, and, if Commission review is
required, use their respective reasonable best efforts to cause such amendment
to be declared effective as soon as practicable;  (ii)prepare and file with the Commission such
amendments and post-effective amendments to the applicable Registration
Statement as may be reasonably 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)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 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 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 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  8


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 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 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 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 Company and the Guarantors shall use their
respective reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;  (iv)subject to Section 6(c)(i), if any fact or
event contemplated by Section 6(c)(iii)(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;  (v)furnish to each Initial Purchaser and each
Holder named in the Shelf Registration Statement in connection with such
exchange or sale, if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus, which documents
will be subject to the review and comment of such Persons in connection with
such sale, if any, for a period of at least three business days, and the
Company will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus to
which such Persons shall reasonably object within three business days after the
receipt thereof.  A Holder shall be
deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading or fails
to comply with the applicable requirements of the Act;  (vi)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
Company and the Guarantors and cause the Companys and the Guarantors
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;  (vii)if requested by any Holders in connection
with such exchange or sale, promptly include in any 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;  (viii)furnish to each Holder, upon such Holders
request, in connection with such exchange or sale, without charge, at least one
copy of the Registration Statement, as first filed  9


with the Commission, and of each amendment
thereto, including all documents incorporated by reference therein and all
exhibits (including exhibits incorporated therein by reference);  (ix)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
Company and the Guarantors hereby consent 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;  (x)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 Shelf 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 Company and the
Guarantors 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, as the case may be:  (1)a certificate, dated such date, signed on
behalf of the Company and each Guarantor by (x) the President or any Vice
President and (y) a principal financial or accounting officer of the Company
and such Guarantor, confirming, as of the date thereof, the matters set forth
in Sections 8(a), 8(b), 8(c) and 8(d) 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, as the case may be, of counsel for the
Company and the Guarantors 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 Company and the Guarantors, representatives of the
independent public accountants for the Company and the Guarantors 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 Company and the Guarantors 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-effective amendment thereto became
effective 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  10


schedules and other financial data included
in any 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, as the case may be, from the
Company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 Sections (8)(h) and 8(i) 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 the any agreement entered into by the Company and the Guarantors
pursuant to this clause (x);  (xi)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 applicable Registration Statement; provided, however, that neither the Company nor any
Guarantor shall 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 Registration Statement, in any jurisdiction where
it is not now so subject;  (xii)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 reasonably request at least two business days prior to such
sale of Transfer Restricted Securities;  (xiii)use their respective reasonable 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 reasonably necessary to enable
the seller or sellers thereof to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (xi) above;  (xiv)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;  (xv)otherwise use their respective reasonable
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 under the Act (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);  11


(xvi)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
reasonably 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  (xvii)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)Restrictions on Holders.  Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from
the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a Suspension Notice),
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(iv) 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 (in each case, the Recommencement
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 Company with more recently dated
Prospectuses or (ii) deliver to the Company (at the Company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 Registration
Statement set forth in Section 3 or Section 4 hereof, as applicable, 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 Companys and
the Guarantors performance of or compliance with this Agreement will be borne
by the Company, 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 Exchange 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 Company and
the Guarantors; (v) all application and filing fees in connection with listing
the Exchange Notes on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or
incident to such performance).  The Company will, in any event, bear its and the Guarantors 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 Company or the Guarantors.  (b)In connection with any Registration Statement
required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), regardless of
whether a Registration Statement becomes effective, the Company and the
Guarantors will  12


reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities who are tendering
Notes into in the Exchange Offer and/or selling or reselling Notes or Exchange
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 LLP, 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 Company and the Guarantors agree, jointly
and severally, 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, damages, liabilities, judgments and expenses
whatsoever (including without limitation, any legal or other expenses incurred
in connection with investigating, preparing or defending against any
investigation or litigation, commenced or threatened, or any claim whatsoever,
and any and all amounts paid in settlement of any claim or litigation) 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 Company to any Holder
or any prospective purchaser of Exchange Notes or registered 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, in the light of
the circumstances under which they were made, 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 of the Holders furnished in writing to the
Company by or on behalf any of the Holders.  (b)Each Holder of Transfer Restricted Securities
agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Guarantors, and their respective directors, officers, partners,
employees, representatives and agents, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, or the Guarantors to the same extent as the foregoing indemnity
from the Company and the Guarantors set forth in Section (a) above, but only
with reference to information relating to such Holder furnished in writing to
the Company by or on behalf of such Holder expressly for use in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto.)  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 or Exchange Notes 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 of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 8 except to the extent that it has been prejudiced in any
material respect by such failure or from any liability which it may otherwise
have).  In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent it may elect by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense thereof with counsel  13


reasonably satisfactory to
such indemnified party.  Notwithstanding
the foregoing, the indemnified party or parties shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying party or parties shall not
have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of
counsel shall be borne by the indemnifying parties.  In any such case, the indemnifying party
shall not, in connection with any 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 Company and Guarantors, 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 Company and the Guarantors, on the one hand, and the Holders, on the other
hand, from their sale of Transfer Restricted Securities or (ii) if the
allocation provided by clause 8(d)(i) above 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 Company
and the Guarantors, on the one hand, and of the Holder, 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 Company and the Guarantors, on the one hand, and of the Holder, 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 Company or such Guarantor, on the one hand, or by the Holder, 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  14


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 Company, the Guarantors 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 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 Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (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 Company and the Guarantors
acknowledge and agree that any failure by the Company and/or the Guarantors to
comply with their respective 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 Companys and the Guarantors obligations
under Sections 3 and 4 hereof.  The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.  (b)No
Inconsistent Agreements.  Neither the
Company nor any Guarantor will, 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.  Neither the Company
nor any Guarantor has previously entered into any agreement granting any
registration rights with respect to its securities to any Person. The rights
granted to the Holders hereunder 15


do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Companys and the Guarantors 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), the
Company has obtained the written consent of Holders of all outstanding Transfer
Restricted Securities and (ii) in the case of all other provisions hereof, the
Company 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 Company 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 Company and the Guarantors, 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 Company or the Guarantors:  DRS Technologies, Inc. 5 Sylvan Way Parsippany, New Jersey 07054 Telecopier No.: (973)
898-4730 Attention:  Nina Laserson Dunn   With a copy to:  Skadden, Arps, Slate,
Meagher & Flom LLP 4 Times Square New York, New York 10036 Telecopier No.: (212)
735-2000 Attention:  David J. Goldschmidt  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.  16


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 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.   [signature pages follow]  17


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.  DRS TECHNOLOGIES, INC.By:
  /s/ Richard A. SchneiderName: Richard A. SchneiderTitle: Executive Vice President, CFONAI TECHNOLOGIES, INC.DRS ELECTRONIC SYSTEMS, INC.DRS SURVEILLANCE SUPPORT SYSTEMS, INC.DRS TECHNICAL SERVICES, INC.DRS POWER & CONTROL TECHNOLOGIES, INC.DRS ELECTRIC POWER TECHNOLOGIES, INC.DRS POWER TECHNOLOGY, INC.PARAVANT INC.DRS TACTICAL SYSTEMS, INC.DRS ENGINEERING DEVELOPMENT LABS, INC.DRS SIGNAL TECHNOLOGIES, INC.DRS SIGNAL RECORDING TECHNOLOGIES, INC.DRS SYSTEMS MANAGEMENT CORPORATIONDRS OPTRONICS, INC.DRS SENSORS & TARGETING SYSTEMS, INC.DRS FPA, INC.DRS INFRARED TECHNOLOGIES, LPDRS UNMANNED TECHNOLOGIES, INC.DRS DATA & IMAGING SYSTEMS, INC.DRS TECHNOLOGIES CANADA, INC.DRS COMMUNICATIONS COMPANY, LLCDRS SYSTEMS, INC.DRS INTERNATIONAL, INC.NIGHT VISION EQUIPMENT CO., INC.DRS BROADCAST TECHNOLOGY, INC.DRS EW & NETWORK SYSTEMS, INC.DRS TEST & ENERGY MANAGEMENT, INC.DRS TRAINING & CONTROL SYSTEMS, INC.DRS SIGNAL SOLUTIONS, INC.DRS WEATHER SYSTEMS, INC.INTEGRATED DEFENSE TECHNOLOGIES, INC.TECH-SYM CORPORATIONBy:
  /s/ Richard A. SchneiderName: Richard A. SchneiderTitle: Authorized Signatory  18


BEAR, STEARNS & CO. INC.WACHOVIA CAPITAL MARKETS, LLCBANC OF AMERICA SECURITIES LLCBy: BEAR, STEARNS & CO. INC.By:
  /s/ James WolfeName: James WolfeTitle: Senior Managing Director  19


SCHEDULE I  GUARANTORS  NAI
Technologies, Inc. DRS
Electronic Systems, Inc. DRS
Surveillance Support Systems, Inc. DRS
Technical Services, Inc. DRS
Power & Control Technologies, Inc. DRS
Electric Power Technologies, Inc. DRS
Power Technology, Inc. Paravant
Inc. DRS
Tactical Systems, Inc. DRS
Engineering Development Labs, Inc. DRS
Signal Technologies, Inc. DRS
Signal Recording Technologies, Inc. DRS
Systems Management Corporation DRS
Optronics, Inc. DRS
Sensors & Targeting Systems, Inc. DRS
FPA, Inc. DRS
Infrared Technologies, LP DRS
Unmanned Technologies, Inc. DRS
Data & Imaging Systems, Inc. DRS
Technologies Canada, Inc. DRS
Communications Company, LLC DRS
Systems, Inc. DRS
International, Inc. Night
Vision Equipment Co., Inc. DRS
Broadcast Technology, Inc. DRS
EW & Network Systems, Inc. DRS
Test & Energy Management, Inc. DRS
Training & Control Systems, Inc. DRS
Signal Solutions, Inc. DRS
Weather Systems, Inc. Integrated
Defense Technologies, Inc. Tech-Sym
Corporation