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                                                                    EXHIBIT 10.2

                                                                EXECUTED VERSION


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                            BEVERLY ENTERPRISES, INC.

                                 AS THE COMPANY,

                       EACH OF THE GUARANTORS PARTY HERETO

                                       AND

              LEHMAN BROTHERS INC. AND J.P. MORGAN SECURITIES INC.

                            AS THE INITIAL PURCHASERS






                            DATED AS OF JUNE 25, 2004



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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
1.       Definitions ...................................................   1

2.       Registered Exchange Offer .....................................   4

3.       Shelf Registration ............................................   5

4.       Liquidated Damages ............................................   7

5.       Registration Procedures .......................................   8

6.       Registration Expenses .........................................  17

7.       Indemnification and Contribution ..............................  18

8.       Rule 144A and Rule 144 ........................................  21

9.       Future Subsidiary Guarantees ..................................  21

10.      Miscellaneous .................................................  21
</Table>


<PAGE>

                  This Registration Rights Agreement (this "AGREEMENT") is dated
as of June 25, 2004, by and among Beverly Enterprises, Inc., a Delaware
corporation (together with any successor entity, herein referred to as the
"COMPANY"), each of the guarantors listed on Schedule I hereto (collectively
referred to as the "Guarantors"), Lehman Brothers Inc. and J.P. Morgan
Securities (collectively referred to as the "INITIAL Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of June 18, 2004, by and among the Company, the Guarantors and the
Initial Purchasers (the "PURCHASE AGREEMENT"), whereby the Initial Purchasers
have agreed to purchase from the Company $215,000,000 aggregate principal amount
of 7 7/8% Senior Subordinated Notes due 2014 (the "NOTES"). The Notes are being
issued pursuant to an indenture (the "Indenture"), dated the date hereof, among
the Company, the Guarantors and The Bank of New York, as Trustee (the
"TRUSTEE"). The Notes will have terms and provisions as described in the
Indenture and will be unconditionally guaranteed on an unsecured, senior
subordinated basis (the "SUBSIDIARY GUARANTEES" and together with the Notes,
collectively referred to as the "SECURITIES" ) by the Guarantors. To induce the
Initial Purchasers to purchase the Securities, the Company and the Guarantors
have agreed to provide the registration rights set forth in this Agreement
pursuant to the Purchase Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Indenture.

                  The parties hereby agree as follows:

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

                  AFFILIATE: As such term is defined in Rule 144 under the
Securities Act.

                  AGREEMENT: This Registration Rights Agreement, as amended,
modified or otherwise supplemented from time to time in accordance with the
terms hereof.

                  BLACKOUT PERIOD: As defined in Section 4 hereof.

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

                  BUSINESS DAY: A day other than a Saturday or Sunday or any day
on which banking institutions in The City of New York are authorized or
obligated by law to close.

                  CLOSING DATE: The date of this Agreement.

                  COMMISSION: The U.S. Securities and Exchange Commission.

                  COMPANY: As defined in the preamble hereto.

                  CONSUMMATE: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Securities 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

<PAGE>

less than the period required pursuant to Section 2(b) hereof and (c) the
delivery by the Company and the Guarantors to the registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate
principal amount of Securities tendered by Holders thereof pursuant to the
Exchange Offer.

                  CONSUMMATION DEADLINE: As defined in Section 2(b) hereof.

                  EFFECTIVENESS DEADLINE: As defined in Section 2(a)(ii) and
3(a) hereof.

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

                  EXCHANGE GUARANTEES: The Subsidiary Guarantees, registered
under the Securities Act, to be issued pursuant to the Indenture (a) in the
Exchange Offer or (b) as contemplated by Section 3 hereof.

                  EXCHANGE NOTES: The Company's 7 7/8% Senior Subordinated Notes
due 2014, registered under the Securities Act, to be issued pursuant to the
Indenture (a) in the Exchange Offer or (b) as contemplated by Section 3 hereof.

                  EXCHANGE OFFER: The exchange and issuance by the Company and
the Guarantors of a principal amount of Exchange Securities (which shall be
registered pursuant to the Exchange Offer Registration Statement) equal to the
outstanding principal amount of Securities 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.

                  EXCHANGE SECURITIES: Collectively refers to the Exchange Notes
and the related Exchange Guarantees.

                  FILING DEADLINE: As defined in Sections 2(a)(i) and 3(a)
hereof.

                  GUARANTORS: As defined in the preamble hereto.

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

                  INDENTURE: As defined in the preamble hereto.

                  INITIAL PURCHASERS: As defined in the preamble hereto.

                  INTEREST PAYMENT DATE: Each June 15 and December 15 of each
year, commencing December 15, 2004.

                  MAJORITY OF HOLDERS: Holders holding more than 50% of the
aggregate principal amount of Notes outstanding.

                  NOTES: As defined in the preamble hereto.


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                  PERSON: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company, or government or other entity.

                  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.

                  PURCHASE AGREEMENT: As defined in the preamble hereto.

                  REGISTRATION DEFAULT: As defined in Section 4 hereof.

                  REGISTRATION STATEMENT: Any registration statement of the
Company and the Guarantors relating to (a) an offering of Exchange Securities
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.

                  SECURITIES: As defined in the preamble hereto.

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

                  SHELF REGISTRATION STATEMENT: As defined in Section 3(a)
hereof.

                  SUBSIDIARY GUARANTEE: As defined in the preamble hereto.

                  SUSPENSION NOTICE: As defined in Section 5(e) hereof.

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

                  TRANSFER RESTRICTED SECURITIES: (a) Each Security, until the
earliest to occur of (i) the date on which such Security has been exchanged by a
Person other than a Broker-Dealer for an Exchange Security in the Exchange Offer
and entitled to be resold to the public by such Person without complying with
the prospectus delivery requirements of the Securities Act, (ii) the date on
which such Security has been effectively registered under the Securities Act and
sold or otherwise disposed of in accordance with a Shelf Registration Statement
or (iii) the date on which such Security is eligible to be distributed to the
public pursuant to Rule 144(k) under the Securities Act; and (b) each Exchange
Security acquired by the Broker-Dealer in the Exchange Offer of a Security for
such Exchange Security, until the date on which such Exchange Security is sold
to a purchaser who receives from such Broker-Dealer on or prior to the date of
such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement.

                  UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.


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<PAGE>

                  2. REGISTERED EXCHANGE OFFER.

                  (a) Unless the Exchange Offer shall not be permitted by
applicable federal law or Commission policy (after the procedures set forth in
Sections 5(a)(i) hereof have been complied with), the Company and the Guarantors
shall (i) cause the Exchange Offer Registration Statement to be filed with the
Commission on or prior to 90 days after the Closing Date (such 90th day being
the "FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause
such Exchange Offer Registration Statement to be declared effective on or prior
to 270 days after the Closing Date (such 270th 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 Securities Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Securities 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 Registration Statement shall be on the appropriate
form permitting (I) registration of the Exchange Securities to be offered in
exchange for the Securities that are Transfer Restricted Securities and (II)
resales of Exchange Securities held by Broker-Dealers that tendered into the
Exchange Offer Securities that such Broker-Dealer acquired for its own account
as a result of market-making activities or other trading activities (other than
Securities acquired directly from the Company or any of its Affiliates) as
contemplated by Section 2(c) hereof.

                  (b) The Company and the Guarantors shall use all commercially
reasonable 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 Securities
shall be included in the Exchange Offer Registration Statement. The Company and
the Guarantors shall use all commercially reasonable efforts to cause the
Exchange Offer to be Consummated on or prior to 30 Business Days, or longer, if
required by the federal securities laws, after the date on which the Exchange
Offer Registration Statement has been declared effective (the "CONSUMMATION
DEADLINE") and to issue Exchange Securities in exchange for all Securities
tendered prior thereto in the Exchange Offer.

                  (c) The Company and the Guarantors 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 Securities acquired directly from the Company 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


                                       4
<PAGE>

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.

                  Because such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with its initial sale of any Exchange Securities received by such
Broker-Dealer in the Exchange Offer, the Company and the 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 Securities by
Broker-Dealers, the Company and the Guarantors agree to use all commercially
reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by and subject to
the provisions of Sections 5(a) and 5(c) hereof and subject to any Blackout
Period (as defined below) and in conformity with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 270 days from the
date on which the Exchange Offer Registration Statement is declared effective or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request at any time during such 270-day
period (or shorter as provided in the foregoing sentence) in order to facilitate
resales.

                  3. SHELF REGISTRATION.

                  (a) If (i) the Company and the Guarantors are not required to
file the Exchange Offer Registration Statement, (ii) the consummation of the
Exchange Offer is not permitted by applicable law or Commission policy (after
the Company and the Guarantors have complied with the procedures set forth in
Section 5(a)(i) hereof) or (iii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th Business Day following the Consummation
of the Exchange Offer that (x) such Holder was prohibited by applicable law or
Commission policy from participating in the Exchange Offer, (y) such Holder may
not resell the Exchange Securities 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 (z) such Holder is a Broker-Dealer and holds
Securities acquired directly from the Company or any of its Affiliates, then the
Company and the Guarantors shall:

                  (I) use all commercially reasonable efforts to cause to be
filed on or prior to 30 days after the earlier of, (x) the date on which the
Company determines that the Exchange Offer Registration Statement cannot be
filed as a result of clause (a)(ii) of this Section or (y) the date on which the
Company receives the notice specified in clause (a)(iii) of this Section, but in
no event shall the Company be required to file a Shelf Registration Statement
earlier than the Consummation of the Exchange Offer (such earlier date, the
"FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under
the Securities Act (which may be an amendment to the Exchange Offer Registration
Statement (in either event, together with any


                                       5
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amendments thereto, and including any documents incorporated by reference
therein, the "SHELF REGISTRATION STATEMENT")), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities held
by Holders that have provided the information required pursuant to the terms of
Section 3(b) hereof; and

                           (II) use all commercially reasonable efforts to cause
such Shelf Registration Statement to become effective on or prior to the later
of (x) 270 days after the Closing Date or (y) 30 days after the Filing Deadline
for the Shelf Registration Statement (such later date, the "EFFECTIVENESS
DEADLINE").

                  If, after the Company and the Guarantors have filed an
Exchange Offer Registration Statement that satisfies the requirements of Section
2(a) hereof, 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) of this
Section), then the filing of the Exchange Offer Registration Statement shall be
deemed to satisfy the requirements of clause (I) above; provided that, in such
event, the Company and the Guarantors shall remain obligated to meet the
Effectiveness Deadline set forth in clause (II) 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 3(a) and the other securities required
to be registered therein pursuant to Section 5(b)(ii) hereof, the Company and
the Guarantors shall use all commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 3(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 5(b) and (c) hereof and subject to any Blackout Period and in
conformity with the requirements of this Agreement, the Securities 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
5(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, including any update to
such relevant information, if any, necessary to cure the condition described in
clause (d) of Section 4 below.

                  (b) 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 Business Days after receipt of a request therefore, such
information as the Company may reasonably request in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein,
including, but not limited to, the information specified in Item 507 or 508 of
Regulation S-K, as applicable, of the Securities 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 4 hereof unless and until such Holder
shall have provided all such information. By its acceptance of Transfer
Restricted Securities, each Holder agrees to notify the Company promptly if any
of the information previously furnished is misleading or inaccurate in any
material respect and 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.


                                       6
<PAGE>

                  4. LIQUIDATED DAMAGES.

                  If (a) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the applicable Filing Deadline,
(b) any such Registration Statement has not been declared effective by the
Commission prior to or on the applicable Effectiveness Deadline, (c) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline, or (d) 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 during the period required by this Agreement
without being succeeded within two Business Days by a post-effective amendment
to such Registration Statement that cures such failure and that is itself
declared effective within five Business Days of filing such post-effective
amendment, except in the case of this clause (d) under the circumstances set
forth in the following paragraph (each such event referred to in clauses (a)
through (d), a "REGISTRATION DEFAULT"); then the Company and the Guarantors
hereby jointly and severally agree to pay to each holder of Notes, liquidated
damages in the form of an increase in the interest rate borne by the Notes in an
amount equal to, with respect to the first 90-day period immediately following
the occurrence of the first Registration Default, to 0.50% per annum per $1,000
principal amount of Notes held by such holder of notes; and the amount of the
liquidated damages will increase by an additional 0.50% per annum per $1,000
principal amount of Notes with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum amount of liquidated
damages for all Registration Defaults equal to 1.00% per annum; 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. Following the
cure of all Registration Defaults, the accrual of liquidated damages will cease.
Notwithstanding anything to the contrary set forth herein, (i) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of clause (a) above, (ii) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (b) above,
(iii) upon Consummation of the Exchange Offer, in the case of clause (c) above,
or (iv) 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 (d) above, the
liquidated damages payable with respect to the Notes as a result of such clause
(a), (b), (c) or (d), as applicable, shall cease.

A Registration Default referred to in clause (d) above shall be deemed not to
have occurred and be continuing in respect of (x) a Shelf Registration Statement
or (y) after the date on which the Exchange Offer is Consummated, the Exchange
Offer Registration Statement that is required to be effective to permit resales
of Exchange Notes by Broker-Dealers as contemplated by Section 2(c) below or the
related Prospectus if (A) such period of time during which the Shelf
Registration Statement is not effective or such Shelf Registration Statement or
the related Prospectus is not useable ( the "BLACKOUT PERIOD") occurred solely
as a result of (x) the filing of a post-effective amendment to such Registration
Statement to incorporate annual audited financial information with respect to
the Company and the Guarantors where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related Prospectus or (y) the occurrence of other material events with respect
to the Company and the Guarantors that would need to be described in such Shelf
Registration Statement or the


                                       7
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related Prospectus and (B) in the case of clause (y), the Company and the
Guarantors are proceeding promptly and in good faith to amend or supplement
(including by way of filing documents under the Exchange Act which are
incorporated by reference into the Shelf Registration Statement) such Shelf
Registration Statement and the related Prospectus to describe such events;
provided, however, that in the event a Blackout Period exceeds an aggregate of
60 days in any 90-day period, a Registration Default shall be deemed to have
occurred on the 61st day of such Blackout Period and liquidated damages shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured or until the Company and
the Guarantors are no longer required pursuant to this Agreement to keep such
Registration Statement effective or such Registration Statement or the related
Prospectus usable; provided that in the event a disclosure under clause (y)
above relates to a previously undisclosed proposed or pending material
transaction, the disclosure of which would impede the Company's or such
Guarantors ability to consummate such transaction, the Blackout Period may be
extended from 60 days to 90 days; provided, however, that Blackout Period shall
not exceed an aggregate of 120 days in any 360-day period.

                  All accrued liquidated damages shall be paid to the holders of
notes 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 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.

                  5. REGISTRATION PROCEDURES.

                  (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with
the Exchange Offer, the Company and the Guarantors shall (i) comply with all
applicable provisions of Section 5(c) hereof and Section 5(d) hereof with
respect to certain exchange offer prospectuses as described therein, (ii) use
all commercially reasonable efforts to effect such exchange and to permit the
resale of Exchange Securities by any Broker-Dealer that tendered Securities in
the Exchange Offer that such Broker-Dealer acquired for its own account as a
result of its market-making activities or other trading activities (other than
Securities acquired directly from the Company or any of its Affiliates) being
sold in accordance with the intended method or methods of distribution thereof;
and (iii) comply with all of the following provisions:

                  (A) If, following the Closing Date, 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 question as to whether the
                  Exchange Offer is permitted by applicable federal law, 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 decision to the Commission staff level, but shall
                  not be required to take commercially unreasonable action to
                  effect a change of Commission policy. The Company and the
                  Guarantors hereby agree to (I) participate in telephonic

                                       8
<PAGE>


                  conferences with the Commission staff, (II) deliver to the
                  Commission staff an analysis prepared by counsel to the
                  Company setting forth the legal basis, if any, upon which such
                  counsel has concluded that such an Exchange Offer should be
                  permitted and (III) diligently pursue a resolution (which need
                  not be favorable) by the Commission staff.

                  (B) 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 (I) it is not an
                  Affiliate of the Company, (II) it is not engaged in, does not
                  intend to engage in, and has no arrangement or understanding
                  with any Person to participate in, a distribution of the
                  Exchange Securities to be issued in the Exchange Offer, (III)
                  it is acquiring the Exchange Securities in its ordinary course
                  of business and (IV) if such Holder is a Broker-Dealer, that
                  it will receive Exchange Securities for its own account in
                  exchange for Securities that were acquired as a result of
                  market-making activities or other trading activities and that
                  it will deliver a Prospectus in connection with any resale of
                  such Exchange Securities. Each Holder shall be required to
                  make such other representations as may be reasonably necessary
                  under applicable Commission rules, regulations or
                  interpretations to render the use of Form S-4 or another
                  appropriate form under the Securities Act available and will
                  be required to agree to comply with their agreements and
                  covenants set forth in this Agreement. Each Holder using the
                  Exchange Offer to participate in a distribution of the
                  Exchange Securities will be required to acknowledge and agree
                  that, if the resales are of Exchange Securities obtained by
                  such Holder in exchange for Securities 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 Morgan
                  Stanley and Co., Inc. (available June 5, 1991) and Exxon
                  Capital Holdings Corporation (available May 13, 1988), 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 (A) above), and (2) must comply with the registration
                  and prospectus delivery requirements of the Securities 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 508, as applicable, of
                  Regulation S-K.

                  (C) Prior to effectiveness of the Exchange Offer Registration
                  Statement, the Company and the Guarantors shall, if requested
                  by the Commission, provide a supplemental letter to the
                  Commission (I) 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), Morgan Stanley and Co.,
                  Inc. (available June 5, 1991) as interpreted in the
                  Commission's letter to Shearman & Sterling dated July 2, 1993,


                                       9
<PAGE>

                  and, if applicable, any no-action letter obtained pursuant to
                  clause (A) above, (II) including a representation that neither
                  the Company nor any Guarantor has entered into any arrangement
                  or understanding with any Person to distribute the Exchange
                  Securities 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 (other than the Initial Purchasers)
                  participating in the Exchange Offer is acquiring the Exchange
                  Securities in its ordinary course of business and has no
                  arrangement or understanding with any Person to participate in
                  the distribution of the Exchange Securities received in the
                  Exchange Offer and (III) including any other undertaking or
                  representation required by the Commission as set forth in any
                  no-action letter obtained pursuant to clause (A) above, if
                  applicable.

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

                           (i) comply with all the provisions of Section 5(c)
                  and (d) below and use all commercially reasonable 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 3(b) hereof), and pursuant thereto, prepare and
                  file with the Commission a Registration Statement relating to
                  the registration on any appropriate form under the Securities
                  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 Securities covered by any Shelf Registration
                  Statement contemplated by this Agreement, Exchange Securities,
                  having an aggregate principal amount equal to the aggregate
                  principal amount of Securities sold pursuant to the Shelf
                  Registration Statement and surrendered to the Company for
                  cancellation; and the Company and the Guarantors shall
                  register Exchange Securities on the Shelf Registration
                  Statement for this purpose and issue the Exchange Securities
                  to the purchaser(s) of securities subject to the Shelf
                  Registration Statement in the names as such purchaser(s) shall
                  designate.

                  (c) GENERAL PROVISIONS. In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted Securities, the Company and the Guarantors
shall:

                  (i) use all commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 2 or 3 hereof,
         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 (and, in the
         case of a Prospectus, in the light of the circumstances under which it
         was made) not


                                       10
<PAGE>


         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, subject to any Blackout
         Period an appropriate amendment to such Registration Statement curing
         such defect, and, if Commission review is required, use all
         commercially reasonable efforts to cause such amendment to be declared
         effective as soon as practicable; if at any time the Commission shall
         issue any stop order suspending the effectiveness of any 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 all commercially reasonable efforts to obtain the withdrawal
         or lifting of such order at the earliest possible time;

                  (ii) use all commercially reasonable efforts to (A) 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 2 or 3 hereof, as the case may be, subject to any
         applicable Blackout Period, (B) cause the Prospectus to be supplemented
         by any required Prospectus supplement, and as so supplemented to be
         filed pursuant to Rule 424 under the Securities Act and to comply fully
         with Rules 424, 430A and 462, as applicable, under the Securities Act
         in a timely manner, and (C) comply with the provisions of the
         Securities 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) 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 enable such Transfer Restricted Securities to be registered
         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;

                  (iv) use all commercially reasonable efforts to cause the
         disposition of the Transfer Restricted Securities covered by such
         Registration Statement to be registered with or approved by such other
         U.S. governmental agencies or authorities as may be necessary to enable
         the seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities; provided, however, that neither the
         Company nor any Guarantor shall be required to register or qualify as a
         foreign corporation or as a dealer in securities in any jurisdiction
         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

                                       11
<PAGE>

         relating to the Registration Statement, in any jurisdiction where it is
         not now so subject;

                  (v) provide CUSIP numbers for all Transfer Restricted
         Securities or Exchange Securities, as the case may be, not later than
         the effective date of such Registration Statement covering such
         Transfer Restricted Securities or Exchange Securities, as the case may
         be, and provide the Trustee under the Indenture with certificates for
         the Transfer Restricted Securities or Exchange Securities, as the case
         may be, which are in a form eligible for deposit with The Depository
         Trust Company;

                  (vi) otherwise use all commercially reasonable efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to 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 with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the Registration Statement (as such term is defined in
         paragraph (c) of Rule 158 under the Securities Act; and

                  (vii) cause the Indenture to be qualified under the TIA not
         later than the applicable Effectiveness 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 all
         commercially reasonable efforts to cause the Trustee thereunder to
         execute all documents that may be required to effect such changes and
         all other forms and documents required to be filed with the Commission
         to enable such Indenture to be so qualified in a timely manner.

                  (d) ADDITIONAL PROVISIONS APPLICABLE TO SHELF REGISTRATION
STATEMENTS AND CERTAIN EXCHANGE OFFER Prospectuses. In connection with (1) each
Shelf Registration Statement, and (2) each Exchange Offer Registration Statement
if and to the extent that an Initial Purchaser has notified the Company in
accordance with Section 3(a)(iii) hereof that it is a holder of Exchange
Securities that are Transfer Restricted Securities (for so long as such Exchange
Securities are Transfer Restricted Securities or for the 270-day period provided
in Section 2 hereof, whichever is shorter); the Company and the Guarantors
shall:

                  (i) advise each Holder promptly (but in any event within three
         Business Days) and, if requested by such Persons, to 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

                                       12
<PAGE>


         the Securities Act or of the suspension by any state securities
         commission of the qualification of the Transfer Restricted Securities
         for offering or sale in any jurisdiction, or the initiation of any
         proceeding for any of the preceding purposes or (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 it
         was made, not misleading; and 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 Guarantors
         shall use all commercially reasonable efforts to obtain the withdrawal
         or lifting of such order at the earliest possible time and will provide
         to the Initial Purchasers and each Holder who is named in the
         Registration Statement prompt notice of the withdrawal of any such
         order;

                  (ii) subject to 5(c)(i), if any fact or event contemplated by
         Section 5(d)(i)(D) hereof shall exist or have occurred, use all
         commercially reasonable efforts to 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;

                  (iii) furnish to each Holder in connection with such exchange
         or sale, if any (or, in connection with any Exchange Offer Registration
         Statement, furnish to counsel for the Initial Purchasers), before
         filing with the Commission, copies of any Registration Statement or any
         Prospectus included therein (except the Prospectus included in the
         Exchange Offer Registration Statement at the time it was declared
         effective) or any amendments or supplements to any such Registration
         Statement or Prospectus (but excluding any documents incorporated by
         reference as a result of the Company's or any Guarantor's periodic
         reporting requirements, as the case may be, under the Exchange Act),
         which documents will be subject to the reasonable review and comment of
         such Holders (and counsel, as the case may be) in connection with such
         sale, if any, for a period of at least four 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 (excluding all such documents incorporated by reference as a
         result of the Company's or any Guarantor's periodic reporting
         requirements, as the case may be, under the Exchange Act) to which such
         Holders (or counsel, as the case may be) shall reasonably object within
         five Business Days after the receipt

                                       13
<PAGE>

         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 omits to state any material fact
         necessary to make the statements therein, in light of the circumstances
         under which it was made, not misleading or fails to comply with the
         applicable requirements of the Securities Act;

                  (iv) prior to the filing of any document that is to be
         incorporated by reference into a Registration Statement or Prospectus,
         provide copies of such document to each Holder (or, in connection with
         any Exchange Offer Registration Statement, furnish to counsel for the
         Initial Purchasers) in connection with such exchange or sale, if any,
         make the Company's and any Guarantors' representatives, as the case may
         be, available as may be reasonably necessary 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 (and counsel, as the case may be) may reasonably request;

                  (v) make available, at reasonable times, for inspection by
         each Holder in connection with any Shelf Registration Statement or
         Exchange Offer Registration Statement and any attorney or accountant
         retained by such Holders in connection with such Registration
         Statement, all relevant financial and other records, pertinent
         corporate documents of the Company and the Guarantors, subject to
         customary confidentiality agreements, and cause the Company's and any
         Guarantor'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 and which is customarily furnished in transactions of the
         type contemplated by such Registration Statement; provided, however,
         that the foregoing inspection and information gathering (A) shall be
         coordinated on behalf of the selling Holders, underwriters or any
         representative thereof by one counsel, who shall be Milbank, Tweed,
         Hadley & McCloy LLP or such other counsel as may be chosen by the
         Holders of a majority in principal amount of Transfer Restricted
         Securities and (B) shall not be available to any such Holder who does
         not agree to hold such information in confidence;

                  (vi) if requested by any Holders (or, in connection with any
         Exchange Offer Registration Statement, the Initial Purchasers and their
         counsel) in connection with such exchange or sale, use all commercially
         reasonable efforts to include promptly 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;


                                       14
<PAGE>

                  (vii) make available upon request to each Holder (or, in
         connection with any Exchange Offer Registration Statement, counsel for
         the Initial Purchasers) in connection with such exchange or sale
         without charge, at least one copy of the Registration Statement, as
         first filed with the Commission, and of each amendment thereto, and
         upon request all documents incorporated by reference therein and all
         exhibits (including exhibits incorporated therein by reference);

                  (viii) deliver to each Holder (or, in connection with any
         Exchange Offer Registration Statement, the Initial Purchasers and their
         counsel) without charge, as many copies of the Prospectus (including
         each preliminary prospectus) and any amendment or supplement thereto as
         such Holder (or, in connection with any Exchange Offer Registration
         Statement, the Initial Purchasers and their counsel) 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; provided that such use of the
         Prospectus and any amendment or supplement thereto and such offering
         and sale conforms to the "Plan of Distribution" section set forth in
         the Prospectus and complies with the terms of this Agreement and all
         applicable laws and regulations thereunder;

                  (ix) upon the request of any Holder in connection with any
         Registration Statement, enter into such customary agreements (including
         an underwriting agreement) and make such customary representations and
         warranties and take all such other customary 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
         applicable Registration Statement. In such connection, the Company and
         the Guarantors shall have no obligation to enter into an underwriting
         agreement or permit an Underwritten Offering unless a request therefore
         shall have been received from Holders of not less than 33% of the
         aggregate principal amount of Transfer Restricted Securities then
         outstanding; and whether or not an underwriting agreement is entered
         into and whether or not the registration is an Underwritten
         Registration, the Company and the Guarantors shall:

                           (A) upon request of the underwriters in connection
                  with any Underwritten Registration under any Registration
                  Statement, furnish (or in the case of paragraphs (2) and (3)
                  below, use all commercially reasonable efforts to cause to be
                  furnished) to each Holder, upon the effectiveness of the such
                  Registration Statement:

                           (1) a certificate, dated such date, signed on behalf
                  of the Company and each Guarantor by (x) the President or any
                  Vice President of the Company and (y) a principal financial or
                  accounting officer of the Company and such Guarantor,
                  confirming, to the best of their knowledge after reasonable
                  investigation, as of the date thereof, the matters set forth


                                       15
<PAGE>

                  in Sections 7(g) of the Purchase Agreement and such other
                  similar matters as such Holders may reasonably request;

                           (2) in connection with any Underwritten Registration
                  or Underwritten Offering, an opinion, dated the date of the
                  closing of the Underwritten Offering, of general counsel for
                  the Company and the Guarantors covering the matters set forth
                  in Sections 7(b) of the Purchase Agreement and such other
                  matters as such Holder may reasonably request;

                           (3) in connection with any Underwritten Registration
                  or Underwritten Offering, opinions, dated the date of the
                  closing of the Underwritten Offering, of special counsels for
                  the Company and the Guarantors covering the matters set forth
                  in Sections 7(c) and 7(o) of the Purchase Agreement and such
                  other matters as such Holder may reasonably request, as well
                  as a letter from one of such counsel including a
                  representation 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 accountant for the
                  Company and the Guarantors and has 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,
                  no facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time the Shelf Registration Statement or any
                  post-effective amendment thereto became effective and, in the
                  case of the Exchange Offer Registration Statement, as of the
                  date of Consummation of the Exchange Offer, 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 the Shelf Registration Statement as of
                  its date and, in the case of the opinion dated the date of
                  Consummation of the Exchange Offer, as of the date of
                  Consummation, 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. 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 Registration
                  Statement contemplated by this Agreement or the related
                  Prospectus; and

                           (4) in connection with any Underwritten Registration
                  or Underwritten Offering, customary comfort letter(s), dated
                  as of the date of the closing of the Underwritten Offering,
                  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


                                       16
<PAGE>


                  in the comfort letter(s) delivered pursuant to Sections 7(e)
                  and 7(f) 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 Company and the Guarantors
                           pursuant to this clause (ix);

                           (x) 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 reasonably request and do any and all
                  other acts or things reasonably 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 or as a dealer in securities in any
                  jurisdiction 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; and

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

                  (e) Each Holder's acquisition of a Transfer Restricted
Security constitutes such Holder's agreement that, upon receipt of the notice
referred to in Section 5(d)(i)(C) or any notice from the Company of the
existence of any fact of the kind described in Section 5(d)(i)(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 5(d)(ii) 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 (the
"ADVICE"). Each Holder receiving a Suspension Notice shall be required to either
(I) destroy any Prospectuses, other than permanent file copies, then in such
Holder's possession that have been replaced by the Company with a more recently
dated Prospectus 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 Prospectuses 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 2 or 3 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 Advice.

                  6. REGISTRATION EXPENSES.


                                       17
<PAGE>

                  (a) All expenses incident to the Company's and each
Guarantor's performance of or compliance with this Agreement shall be borne,
jointly and severally, by the Company and the Guarantors 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 certificates for the Exchange Securities to
be issued in the Exchange Offer and printing the Prospectuses) and the Company's
expenses for messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Guarantors, and one counsel for
the Holders of Transfer Restricted Securities as described in Section 6(b)
below; and (v) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors, if applicable (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

                  The Company shall bear its and each Guarantor's internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company 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), including any amendment or
supplement thereto, and any other documents delivered to any Holders, the
Company and the Guarantors shall reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Securities in the
Exchange Offer and/or selling or reselling Securities or Exchange Securities
pursuant to the "Plan of Distribution" section 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
Milbank, Tweed, Hadley & McCloy 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).


                  7. INDEMNIFICATION AND CONTRIBUTION.

                  (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 Securities Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities or judgments (including without
limitation, any reasonable 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 or Prospectus (or any amendment or supplement thereto)
provided by the Company to any Holder or any prospective purchaser of Exchange
Securities or registered Securities, 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

                                       18
<PAGE>


that is based upon information relating to any of the Holders furnished in
writing to the Company by any of the Holders.

                  (b) By its acquisition of Transfer Restricted Securities, 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 and officers, and each Person, if any, who controls (within the
meaning of Section 15 of the Securities 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 7(a) hereof, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement or in 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 total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement.

                  (c) In case any action shall be commenced involving any Person
in respect of which indemnity may be sought pursuant to Section 7(a) or (b)
hereof (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 7(a) and (b) hereof, a Holder shall not be
required to assume the defense of such action pursuant to this Section 7(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 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 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 7(a) hereof, and by the Company and the Guarantors, in the
case of parties indemnified, pursuant to Section 7(b) hereof. 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 (A) effected with its written consent or (B) effected
without its written consent if the settlement is entered into more than 30
Business Days after the indemnifying party shall have


                                       19
<PAGE>


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 7 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
initial sale of Transfer Restricted Securities (or, in the case of Exchange
Securities that are Transfer Restricted Securities, the sale of the Securities
for which such Exchange Securities were exchanged) or (ii) if the allocation
provided by clause 7(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 such clause 7(d)(i) 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 limitations set forth in Section 7(c) hereof, 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, by its acquisition of Transfer Restricted
Securities, each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 7(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


                                       20
<PAGE>


provisions of this Section 7, 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 total amount received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 7(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

                  8. RULE 144A AND RULE 144.

                  The Company and each Guarantor agrees with each Holder that,
from and after the Closing Date, for so long as any Transfer Restricted
Securities remain outstanding or, if earlier, until two years after the Closing
Date, if the Company (a) shall cease to file reports under Sections 13 and 15(d)
of the Exchange Act with the Commission, the Company shall furnish to holders of
the Notes and prospective purchasers of Notes designated by such holders, upon
request of such holders or such prospective purchasers, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A in connection with resales of the Notes, and (b) is
subject to Section 13 or 15(d) of the Exchange Act, the Company will use all
commercially reasonable efforts to make all filings required thereby in a timely
manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.

                  9. FUTURE SUBSIDIARY GUARANTEES.

                  If, prior to the Consummation of the Exchange Offer or prior
to the effectiveness of the Shelf Registration Statement, as the case may be,
any subsidiary of the Company executes a Subsidiary Guarantee in accordance with
the terms and provisions of the Indenture, the Company shall cause such
subsidiary to execute and deliver to the parties hereto a counterpart signature
page to this Agreement and such subsidiary shall be bound by all the provisions
of this Agreement as a "Guarantor."

                  10. MISCELLANEOUS.

                  (a) REMEDIES. The Company and the Guarantors acknowledge and
agree that monetary damages (including the liquidated damages contemplated by
Section 4 hereof) would not be adequate compensation for any loss incurred by
reason of a breach by the Company or the Guarantors of the provisions of this
Agreement and the Company and the Guarantors hereby agree to waive the defense
in any action for specific performance that a remedy at law would be adequate;
provided that the liquidated damages contemplated by Section 4 hereof shall be
the exclusive remedy for any such breach of Section 2 or 3 of this Agreement.

                  (b) ACTIONS AFFECTING TRANSFER RESTRICTED SECURITIES. The
Company and the Guarantors shall not, directly or indirectly, take any action
with respect to the Transfer Restricted Securities as a class that would
adversely affect the ability of the Holders of Transfer Restricted

                                       21
<PAGE>

Securities to include such Transfer Restricted Securities in a registration
undertaken pursuant to this Agreement.

                  (c) NO INCONSISTENT AGREEMENTS. The Company and the Guarantors
will not, on or after the date of this Agreement, enter into any agreement with
respect to their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. In addition, the Company and the Guarantors shall not grant
to any of its security holders (other than the Holders of Transfer Restricted
Securities in such capacity) the right to include any of its securities in the
Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities. The Company has not previously entered into any agreement
(which has not expired or been terminated) granting any registration rights with
respect to its securities to any Person which rights conflict with the
provisions hereof.

                  (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless (i) in the case of Section 4 hereof
and this Section 11(d)(i), 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
a Majority of Holders (excluding Transfer Restricted Securities held by the
Company and its Affiliates) or such greater percentage of the Holders as
required by the Indenture. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions of this Agreement with respect to a matter that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer and thereby does
not directly or indirectly affect the rights of other Holders may be given by a
majority of Holders of the Transfer Restricted Securities being tendered or
registered pursuant to such Exchange Offer.

                  (e) 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 their rights hereunder.

                  (f) 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, facsimile
transmission, or air courier guaranteeing overnight delivery:

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

                          (ii) if to the Company or any of the
                           Guarantors:

                                    Beverly Enterprises, Inc.
                                    Attention:  Corporate Secretary
                                    One Thousand Beverly Way

                                       22
<PAGE>


                                    Fort Smith, Arkansas 72919
                                    Telephone:  (479) 201-2000

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; two
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if transmitted by
facsimile; 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.

                  (g) 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, however, that (i) this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder and (ii) nothing contained herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms 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 set forth in
this Agreement and, if applicable, the Purchase Agreement, and such Person shall
be entitled to receive the benefits hereof.

                  (h) 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.

                  (i) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held
by the Company or its Affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.

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

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

                  (l) SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity,

                                       23
<PAGE>

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.

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




                                       24
<PAGE>


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


                                BEVERLY ENTERPRISES, INC.


                                By: /s/ RICHARD D. SKELLY, JR.
                                    --------------------------
                                Name: Richard D. Skelly, Jr.
                                Title: Sr. VP & Treasurer





                          Registration Rights Agreement

<PAGE>


                          4F FUNDING, INC.
                          AEDON HOMECARE - HOUSTON, LLC
                          AEDON HOMECARE - MINNESOTA, LLC
                          AEDON HOMECARE, LLC
                          AEDON STAFFING, LLC
                          AEGIS THERAPIES - OREGON, INC.
                          AEGIS THERAPIES - WISCONSIN, INC.
                          AEGIS THERAPIES, INC.
                          AEGIS THERAPIES - FLORIDA, INC.
                          AFFIRMACARE, LLC
                          AGI-CAMELOT, INC.
                          ASERACARE HOSPICE - BIRMINGHAM, LLC
                          ASERACARE HOSPICE - CORINTH, LLC
                          ASERACARE HOSPICE - DEMOPOLIS, LLC
                          ASERACARE HOSPICE - HAMILTON, LLC
                          ASERACARE HOSPICE - JACKSON, LLC
                          ASERACARE HOSPICE - MARSHALL COUNTY, LLC
                          ASERACARE HOSPICE - MEMPHIS, LLC
                          ASERACARE HOSPICE - MERIDIAN, LLC
                          ASERACARE HOSPICE - MONROEVILLE, LLC
                          ASERACARE HOSPICE - NEW ALBANY, LLC
                          ASERACARE HOSPICE - NEW HORIZONS, LLC
                          ASERACARE HOSPICE - PHILADELPHIA, LLC
                          ASERACARE HOSPICE - RUSSELLVILLE, LLC
                          ASERACARE HOSPICE - SENATOBIA, LLC
                          ASERACARE HOSPICE - TENNESSEE, LLC
                          BEVERLY - BELLA VISTA HOLDING, INC.
                          BEVERLY - MISSOURI VALLEY HOLDING, INC.
                          BEVERLY - RAPID CITY HOLDING, INC.
                          BEVERLY ENTERPRISES - ALABAMA, INC.
                          BEVERLY ENTERPRISES -ARIZONA, INC.
                          BEVERLY ENTERPRISES - ARKANSAS, INC.
                          BEVERLY ENTERPRISES - CALIFORNIA, INC.
                          BEVERLY ENTERPRISES - DELAWARE, INC.
                          BEVERLY ENTERPRISES - DISTRICT OF COLUMBIA, INC.
                          BEVERLY ENTERPRISES - FLORIDA, INC.
                          BEVERLY ENTERPRISES - GARDEN TERRACE, INC.
                          BEVERLY ENTERPRISES - GEORGIA, INC.
                          BEVERLY ENTERPRISES - HAWAII, INC.
                          BEVERLY ENTERPRISES - ILLINOIS, INC.
                          BEVERLY ENTERPRISES - INDIANA, INC.
                          BEVERLY ENTERPRISES - KANSAS, LLC
                          BEVERLY ENTERPRISES - KENTUCKY, INC.


                          Registration Rights Agreement

<PAGE>

                          BEVERLY ENTERPRISES - MARYLAND, INC.
                          BEVERLY ENTERPRISES - MASSACHUSETTS, INC.
                          BEVERLY ENTERPRISES - MINNESOTA, LLC
                          BEVERLY ENTERPRISES - MISSISSIPPI, INC.
                          BEVERLY ENTERPRISES - MISSOURI, INC.
                          BEVERLY ENTERPRISES - NEBRASKA, INC.
                          BEVERLY ENTERPRISES - NEW JERSEY, INC.
                          BEVERLY ENTERPRISES - NORTH CAROLINA, INC.
                          BEVERLY ENTERPRISES - OHIO, INC.
                          BEVERLY ENTERPRISES - OREGON, INC.
                          BEVERLY ENTERPRISES - PENNSYLVANIA, INC.
                          BEVERLY ENTERPRISES - SOUTH CAROLINA, INC.
                          BEVERLY ENTERPRISES - TENNESSEE, INC.
                          BEVERLY ENTERPRISES - TEXAS, INC.
                          BEVERLY ENTERPRISES - VIRGINIA, INC.
                          BEVERLY ENTERPRISES - WASHINGTON, INC.
                          BEVERLY ENTERPRISES - WEST VIRGINIA, INC.
                          BEVERLY ENTERPRISES - WISCONSIN, INC.
                          BEVERLY ENTERPRISES INTERNATIONAL LIMITED
                          BEVERLY HEALTH AND REHABILITATION SERVICES, INC.
                          BEVERLY HEALTHCARE - CALIFORNIA, INC.
                          BEVERLY HEALTHCARE - ROCHESTER MN, LLC
                          BEVERLY HEALTHCARE MANAGEMENT - MN, LLC
                          BEVERLY HEALTHCARE, LLC
                          BEVERLY MANOR INC. OF HAWAII
                          BEVERLY SAVANA CAY MANOR, INC.
                          BEVERLY-INDIANAPOLIS, LLC
                          BEVRD, LLC
                          CERES SELECT, LLC
                          CERES STRATEGIES MEDICAL SERVICES, LLC
                          CERES STRATEGIES, INC.
                          COMMERCIAL MANAGEMENT, INC.
                          COMMUNITY CARE, INC.
                          COMPASSION AND PERSONAL CARE SERVICES, INC.
                          EASTERN HOME HEALTH SUPPLY & EQUIPMENT CO., INC.
                          HALE NANI, INC.
                          HALLMARK CONVALESCENT HOMES, INC.
                          HOMECARE PREFERRED CHOICE, INC.
                          HOSPICE OF EASTERN CAROLINA, INC.
                          HOSPICE PREFERRED CHOICE, INC.
                          LARES CARE RESOURCE, LLC
                          LIBERTY NURSING HOMES, INCORPORATED
                          MATRIX OCCUPATIONAL HEALTH, INC.


                          Registration Rights Agreement
<PAGE>


                          MATRIX WELLNESS, LLC
                          MEDICAL ARTS HEALTH FACILITY OF LAWRENCEVILLE, INC.
                          MODERNCARE OF LUMBERTON, INC.
                          NEBRASKA CITY S-C-H, INC.
                          NURSING HOME OPERATORS, INC.
                          PETERSEN HEALTH CARE, INC.
                          SOUTH ALABAMA NURSING HOME, INC.
                          SOUTH DAKOTA - BEVERLY ENTERPRISES, INC.
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            ALABAMA, LLC
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            MISSISSIPPI, LLC
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            TENNESSEE, LLC
                          SPECTRA HEALTHCARE ALLIANCE, INC.
                          TAR HEEL INFUSION COMPANY, INC.
                          TMD DISPOSITION COMPANY
                          VANTAGE HEALTHCARE CORPORATION
                          VIZIA HEALTHCARE DESIGN GROUP, LLC


                          By: /s/ JOHN G. ARENA
                              --------------------------
                          Name:   John G. Arena
                          Title:  Secretary


                          Registration Rights Agreement

<PAGE>


Accepted and agreed by:

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.

By: LEHMAN BROTHERS INC.

By: /s/ STEPHEN MEHOS
    --------------------------
Authorized Representative




                          Registration Rights Agreement


<PAGE>


                                   SCHEDULE I

<Table>
<Caption>
ENTITY                                                             JURISDICTION OF ORGANIZATION
------                                                             ----------------------------
<S>                                                                <C>
4F Funding, Inc.                                                               California
AEDON HomeCare, LLC                                                            Delaware
AEDON HomeCare - Houston, LLC                                                  Delaware
AEDON Staffing, LLC                                                            Delaware
AEGIS Therapies, Inc.                                                          Delaware
AEGIS Therapies - Florida, Inc.                                                Delaware
AEGIS Therapies - Wisconsin, Inc.                                              Delaware
Affirmacare, LLC                                                               Delaware
AGI-Camelot, Inc.                                                              Missouri
AseraCare Hospice - Birmingham, LLC                                            Delaware
AseraCare Hospice - Corinth, LLC                                               Delaware
AseraCare Hospice - Demopolis, LLC                                             Delaware
AseraCare Hospice - Hamilton, LLC                                              Delaware
AseraCare Hospice - Jackson, LLC                                               Delaware
AseraCare Hospice - Marshall County, LLC                                       Delaware
AseraCare Hospice - Memphis, LLC                                               Delaware
AseraCare Hospice - Meridian, LLC                                              Delaware
AseraCare Hospice - Monroeville, LLC                                           Delaware
AseraCare Hospice - New Albany, LLC                                            Delaware
AseraCare Hospice - New Horizons, LLC                                          Delaware
AseraCare Hospice - Philadelphia, LLC                                          Delaware
AseraCare Hospice - Russellville, LLC                                          Delaware
AseraCare Hospice - Senatobia, LLC                                             Delaware
AseraCare Hospice - Tennessee, LLC                                             Delaware
Beverly - Bella Vista Holding, Inc.                                            Delaware
Beverly - Missouri Valley Holding, Inc.                                        Delaware
Beverly - Rapid City Holding, Inc.                                             Delaware
Beverly Enterprises - Alabama, Inc.                                            California
Beverly Enterprises - Arizona, Inc.                                            California
Beverly Enterprises - Arkansas, Inc.                                           California
Beverly Enterprises - California, Inc.                                         California
Beverly Enterprises - Delaware, Inc.                                           California
Beverly Enterprises - District of Columbia, Inc.                               California
Beverly Enterprises - Florida, Inc.                                            California
Beverly Enterprises - Garden Terrace, Inc.                                     California
Beverly Enterprises - Georgia, Inc.                                            California
Beverly Enterprises - Hawaii, Inc.                                             California
Beverly Enterprises - Illinois, Inc.                                           California
</Table>



                          Registration Rights Agreement

<PAGE>

<Table>
<Caption>
ENTITY                                                             JURISDICTION OF ORGANIZATION
------                                                             ----------------------------
<S>                                                                <C>
Beverly Enterprises - Indiana, Inc.                                            California
Beverly Enterprises - Kansas, LLC                                              Delaware
Beverly Enterprises - Kentucky, Inc.                                           California
Beverly Enterprises - Maryland, Inc.                                           California
Beverly Enterprises - Massachusetts, Inc.                                      California
Beverly Enterprises - Minnesota, LLC                                           Delaware
Beverly Enterprises - Mississippi, Inc.                                        California
Beverly Enterprises - Missouri, Inc.                                           California
Beverly Enterprises - Nebraska, Inc.                                           California
Beverly Enterprises - New Jersey, Inc.                                         California
Beverly Enterprises - North Carolina, Inc.                                     California
Beverly Enterprises - Ohio, Inc.                                               California
Beverly Enterprises - Oregon, Inc.                                             California
Beverly Enterprises - Pennsylvania, Inc.                                       California
Beverly Enterprises - South Carolina, Inc.                                     California
Beverly Enterprises - Tennessee, Inc.                                          California
Beverly Enterprises - Texas, Inc.                                              California
Beverly Enterprises - Virginia, Inc.                                           California
Beverly Enterprises - Washington, Inc.                                         California
Beverly Enterprises - West Virginia, Inc.                                      California
Beverly Enterprises - Wisconsin, Inc.                                          California
Beverly Enterprises International Limited                                      California
Beverly Health and Rehabilitation Services, Inc.                               California
Beverly Healthcare - California, Inc.                                          California
Beverly Healthcare - Rochester MN, LLC                                         Delaware
Beverly Healthcare Management - MN, LLC                                        Delaware
Beverly Healthcare, LLC                                                        Indiana
Beverly Manor Inc. of Hawaii                                                   California
Beverly Savana Cay Manor, Inc.                                                 California
Beverly-Indianapolis, LLC                                                      Indiana
BEVRD, LLC                                                                     Delaware
CERES Select, LLC                                                              Delaware
CERES Strategies Medical Services, LLC                                         Delaware
CERES Strategies, Inc.                                                         Delaware
Commercial Management, Inc.                                                    Iowa
Community Care, Inc.                                                           North Carolina
Compassion and Personal Care Services, Inc.                                    North Carolina
Eastern Home Health Supply & Equipment Co., Inc.                               North Carolina
Hale Nani, Inc.                                                                California
Hallmark Convalescent Homes, Inc.                                              Michigan
</Table>



                          Registration Rights Agreement

<PAGE>

<Table>
<Caption>
ENTITY                                                             JURISDICTION OF ORGANIZATION
------                                                             ----------------------------
<S>                                                                <C>
HomeCare Preferred Choice, Inc.                                                Delaware
Hospice of Eastern Carolina, Inc.                                              North Carolina
Hospice Preferred Choice, Inc.                                                 Delaware
LARES Care Resource, LLC                                                       Delaware
Liberty Nursing Homes, Incorporated                                            Virginia
MATRIX Occupational Health, Inc.                                               Delaware
MATRIX Wellness, LLC                                                           Delaware
Medical Arts Health Facility of Lawrenceville, Inc.                            Georgia
Moderncare of Lumberton, Inc.                                                  North Carolina
Nebraska City S-C-H, Inc.                                                      Nebraska
Nursing Home Operators, Inc.                                                   Ohio
Petersen Health Care, Inc.                                                     Florida
South Alabama Nursing Home, Inc.                                               Alabama
South Dakota - Beverly Enterprises, Inc.                                       California
Southeastern Home Medical Equipment - Alabama, LLC                             Delaware
Southeastern Home Medical Equipment - Mississippi, LLC                         Delaware
Southeastern Home Medical Equipment - Tennessee, LLC                           Delaware
Spectra Healthcare Alliance, Inc.                                              Delaware
Tar Heel Infusion Company, Inc.                                                North Carolina
TMD Disposition Company                                                        Florida
Vantage Healthcare Corporation                                                 Delaware
VIZIA Healthcare Design Group, LLC                                             Delaware
</Table>


                          Registration Rights Agreement