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                                                                     Exhibit 4.3

                                   $90,000,000

                                MANOR CARE, INC.

                    2.125% Convertible Senior Notes Due 2023

                          Registration Rights Agreement

                                                            April 15, 2003

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
4 World Financial Center--North Tower
250 Vesey Street
New York, New York 10281

UBS Warburg LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

                  Manor Care, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan") Merrill
Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC (together with
JPMorgan, the "Initial Purchasers"), upon the terms and subject to the
conditions set forth in a purchase agreement dated April 10, 2003 (the "Purchase
Agreement"), $90,000,000 aggregate principal amount (up to $100,000,000
aggregate principal amount in the event the overallotment option contained in
the Purchase Agreement is exercised in full) of its 2.125% Convertible Senior
Notes due 2023 (the "Notes") to be jointly and severally guaranteed (the
"Guarantees") by the subsidiaries of the Company listed on Schedule 1 and
signatories hereto (collectively, the "Guarantors"). Capitalized terms used but
not defined herein shall have the meanings given to such terms in the Purchase
Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Guarantors agree with the
Initial Purchasers, for the

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benefit of the holders (including the Initial Purchasers) of the Notes and the
Shares (as defined below) (collectively, the "Holders"), as follows:

         1.             Certain Definitions.

         For purposes of this Registration Rights Agreement, the following terms
shall have the following meanings:

                  (a)      "Additional Amounts" has the meaning assigned thereto
         in Section 2(d).

                  (b)      "Additional Amounts Payment Date" has the meaning
         assigned thereto in Section 2(d).

                  (c)      "Agreement" means this Registration Rights Agreement,
         as the same may be amended from time to time pursuant to the terms
         hereof.

                  (d)      "Applicable Conversion Price" means, as of any date
         of determination, the Conversion Price in effect as of such date of
         determination.

                  (e)      "Closing Date" means the date on which the Notes are
         initially issued.

                  (f)      "Commission" means the Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Exchange Act or the Securities Act, whichever is the relevant statute
         for the particular purpose.

                  (g)      "Company" has the meaning specified in the first
         paragraph of this Agreement.

                  (h)      "Conversion Price" shall have the meaning assigned
         such term in the Indenture.

                  (i)      "Deferral Notice" has the meaning assigned thereto in
         Section 3(b).

                  (j)      "Deferral Period" has the meaning assigned thereto in
         Section 3(b).

                  (k)      "Effective Period" has the meaning assigned thereto
         in Section 2(a).

                  (l)      "Exchange Act" means the Securities Exchange Act of
         1934, as amended, and the rules and regulations promulgated thereunder.

                  (m)      "Guarantees" has the meaning specified in the first
         paragraph of this Agreement.

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                  (n)      "Holder" means each holder, from time to time, of
         Registrable Securities (including the Initial Purchasers).

                  (o)      "Indenture" means the Indenture dated as of April 15,
         2003, among the Company, the Guarantors and National City Bank, as
         Trustee pursuant to which the Notes and the Guarantees are being
         issued.

                  (p)      "Initial Placement" means the initial placement of
         the Notes pursuant to the terms of the Purchase Agreement.

                  (q)      "Initial Purchasers" has the meaning specified in the
         first paragraph of this Agreement.

                 (r)      "Losses" has the meaning assigned thereto in Section
         6(d).

                  (s)      "Material Event" has the meaning assigned thereto in
         Section 3(a)(iv).

                  (t)      "Majority Holders" shall mean, on any date, holders
         of the majority of the Shares constituting Registrable Securities; for
         the purposes of this definition, Holders of Notes constituting
         Registrable Securities shall be deemed to be the Holders of the number
         of Shares into which such Notes are or would be convertible as of such
         date.

                  (u)      "NASD" shall mean the National Association of
         Securities Dealers, Inc.

                  (v)      "NASD Rules" shall mean the Conduct Rules and the
         By-Laws of the NASD.

                  (w)      "Notes" means the 2.125% Convertible Senior Notes Due
         2023, to be issued under the Indenture and sold by the Company to the
         Initial Purchasers.

                  (x)      "Notice and Questionnaire" means a written notice
         delivered to the Company containing substantially the information
         called for by the Form of Selling Securityholder Notice and
         Questionnaire attached as Annex A to the Offering Memorandum.

                  (y)      "Notice Holder" means, on any date, any Holder that
         has delivered a Notice and Questionnaire to the Company on or prior to
         such date.

                  (z)      "Offering Memorandum" means the Offering Memorandum
         dated April 10, 2003 relating to the offer and sale of the Securities.

                  (aa)     "Person" means a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.

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                  (bb)     "Prospectus" means the prospectus included in any
         Shelf Registration Statement, as amended or supplemented by any
         amendment or prospectus supplement, including post-effective
         amendments, and all materials incorporated by reference or explicitly
         deemed to be incorporated by reference in such Prospectus.

                  (cc)     "Purchase Agreement" has the meaning specified in the
         first paragraph of this Agreement.

                  (dd)     "Registrable Securities" means the Securities;
         provided, however, that such Securities shall cease to be Registrable
         Securities when (i) in the circumstances contemplated by Section 2(a),
         a registration statement registering such Securities under the
         Securities Act has been declared or becomes effective and such
         Securities have been sold or otherwise transferred by the Holder
         thereof pursuant to such effective registration statement; (ii) such
         Securities are sold pursuant to Rule 144 under circumstances in which
         any legend borne by such Securities relating to restrictions on
         transferability thereof, under the Securities Act or otherwise, is
         removed or such Securities are eligible to be sold pursuant to Rule
         144(k) or any successor provision; or (iii) such Securities shall cease
         to be outstanding (including, in the case of the Notes, upon conversion
         into Shares).

                  (ee)     "Registration Default" has the meaning assigned
         thereto in Section 2(d).

                  (ff)     "Registration Expenses" has the meaning assigned
         thereto in Section 5.

                  (gg)     "Rule 144," "Rule 405" and "Rule 415" means, in each
         case, such rule as promulgated under the Securities Act.

                  (hh)     "Securities" means, collectively, the Notes and the
         Shares.

                  (ii)     "Securities Act" means the Securities Act of 1933, as
         amended, and the rules and regulations promulgated thereunder.

                  (jj)     "Shares" means the shares of common stock of the
         Company, par value $0.01 per share, into which the Notes are
         convertible or that have been issued upon any conversion from Notes
         into common stock of the Company.

                  (kk)     "Shelf Registration Statement" means the shelf
         registration statement referred to in Section 2(a), as amended or
         supplemented by any amendment or supplement, including post-effective
         amendments, and all materials incorporated by reference or explicitly
         deemed to be incorporated by reference in such Shelf Registration
         Statement.

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                  (ll)     "Special Counsel" shall have the meaning assigned
         thereto in Section 5.

                  (mm)     "Trust Indenture Act" means the Trust Indenture Act
         of 1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  (nn)     "Trustee" shall have the meaning assigned such term
         in the Indenture.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision. Unless the context otherwise requires, any
reference to a statute, rule or regulation refers to the same (including any
successor statute, rule or regulation thereto) as it may be amended from time to
time.

         2.             Registration Under the Securities Act.

                  (a)      The Company and the Guarantors agree to file under
         the Securities Act as promptly as practicable but in any event within
         90 days after the Closing Date a shelf registration statement providing
         for the registration of, and the sale on a continuous or delayed basis
         by the Holders of, all of the Registrable Securities, pursuant to Rule
         415 or any similar rule that may be adopted by the Commission. The
         Company and the Guarantors agree to use their reasonable efforts to
         cause the Shelf Registration Statement to become or be declared
         effective within 150 days after the Closing Date and to keep such Shelf
         Registration Statement continuously effective until the earlier of (i)
         the second anniversary of the Closing Date or (ii) such time as there
         are no longer any Registrable Securities outstanding (the "Effective
         Period"). None of the Company's securityholders or the Guarantors'
         securityholders (other than Holders of Registrable Securities) shall
         have the right to include any of the Company's securities or the
         Guarantors' securities in the Shelf Registration Statement.

                  (b)      The Company and the Guarantors further agree that
         they shall cause the Shelf Registration Statement and the related
         Prospectus and any amendment or supplement thereto, as of the effective
         date of the Shelf Registration Statement or such amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act; and (ii) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading, and the
         Company and the Guarantors agree to furnish to the Holders of the
         Registrable Securities copies of any

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         supplement or amendment prior to its being used or promptly following
         its filing with the Commission; provided, however, that the Company
         shall have no obligation to deliver to Holders of Registrable
         Securities copies of any amendment consisting exclusively of an
         Exchange Act report or other Exchange Act filing otherwise publicly
         available on the Company's website. If the Shelf Registration
         Statement, as amended or supplemented from time to time, ceases to be
         effective for any reason at any time during the Effective Period (other
         than because all Registrable Securities registered thereunder shall
         have been sold pursuant thereto or shall have otherwise ceased to be
         Registrable Securities), the Company and the Guarantors shall use their
         reasonable best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof.

                  (c)      Each Holder of Registrable Securities agrees that if
         such Holder wishes to sell Registrable Securities pursuant to the Shelf
         Registration Statement and related Prospectus, it will do so only in
         accordance with this Section 2(c) and Section 3(b). Each Holder of
         Registrable Securities wishing to sell Registrable Securities pursuant
         to the Shelf Registration Statement and related Prospectus agrees to
         deliver a Notice and Questionnaire to the Company at least three (3)
         Business Days prior to any intended distribution of Registrable
         Securities under the Shelf Registration Statement. From and after the
         date the Shelf Registration Statement is declared effective, the
         Company and the Guarantors shall, as promptly as is practicable after
         the date a Notice and Questionnaire is delivered, and in any event
         within five (5) Business Days after such date,

                           (i)      if required by applicable law, file with the
                  Commission a post-effective amendment to the Shelf
                  Registration Statement or prepare and, if required by
                  applicable law, file a supplement to the related Prospectus or
                  a supplement or amendment to any document incorporated therein
                  by reference or file any other required document so that the
                  Holder delivering such Notice and Questionnaire is named as a
                  selling security holder in the Shelf Registration Statement
                  and the related Prospectus in such a manner as to permit such
                  Holder to deliver such Prospectus to purchasers of the
                  Registrable Securities in accordance with applicable law and,
                  if the Company and the Guarantors shall file a post-effective
                  amendment to the Shelf Registration Statement, use their
                  reasonable efforts to cause such post-effective amendment to
                  be declared effective under the Securities Act as promptly as
                  is practicable;

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

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

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         provided that if such Notice and Questionnaire is delivered during a
         Deferral Period, the Company shall so inform the Holder delivering such
         Notice and Questionnaire and shall take the actions set forth in
         clauses (i), (ii) and (iii) above upon expiration of the Deferral
         Period in accordance with Section 3(b). Notwithstanding anything
         contained herein to the contrary, the Company and the Guarantors shall
         be under no obligation to name any Holder that is not a Notice Holder
         as a selling securityholder in any Shelf Registration Statement or
         related Prospectus; provided, however, that any Holder that becomes a
         Notice Holder pursuant to the provisions of this Section 2(c) (whether
         or not such Holder was a Notice Holder at the time the Shelf
         Registration Statement was declared effective) shall be named as a
         selling securityholder in the Shelf Registration Statement or related
         Prospectus in accordance with the requirements of this Section 2(c).

                  (d)      If any of the following events (any such event a
         "Registration Default") shall occur, then liquidated damages (the
         "Additional Amounts") shall become payable jointly and severally by the
         Company and the Guarantors to Holders in respect of the Securities as
         follows:

                           (i)      if the Shelf Registration Statement is not
                  filed with the Commission within 90 days following the Closing
                  Date, then commencing on the 91st day after the Closing Date,
                  Additional Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Registrable Securities and on the
                  Applicable Conversion Price of any outstanding Shares that are
                  Registrable Securities at a rate of 0.25% per annum for the
                  first 90 days following such 91st day and at a rate of 0.5%
                  per annum thereafter; or

                           (ii)     if the Shelf Registration Statement is not
                  declared effective by the Commission within 150 days following
                  the Closing Date, then commencing on the 151st day after the
                  Closing Date, Additional Amounts shall accrue on the principal
                  amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Registrable Securities at a rate
                  of 0.25% per annum for the first 90 days following such 151st
                  day and at a rate of 0.5% per annum thereafter; or

                           (iii)    if the Company or the Guarantors have failed
                  to perform their obligations set forth in Section 2(c) hereof
                  within the time periods required therein, then commencing on
                  the first day after the date by which the Company and the
                  Guarantors were required to perform such obligations,
                  Additional Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Registrable Securities and on the
                  Applicable Conversion Price of any outstanding Shares that are
                  Registrable Securities at a rate of 0.25% per annum for the
                  first 90 days and at a rate of 0.5% per annum thereafter;

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                           (iv)     if the Shelf Registration Statement has been
                  declared effective but such Shelf Registration Statement
                  ceases to be effective at any time during the Effective Period
                  (other than pursuant to Section 3(b) hereof), then commencing
                  on the day such Shelf Registration Statement ceases to be
                  effective, Additional Amounts shall accrue on the principal
                  amount of the outstanding Notes that are Registrable
                  Securities and on the Applicable Conversion Price of any
                  outstanding Shares that are Registrable Securities at a rate
                  of 0.25% per annum for the first 90 days following such date
                  on which the Shelf Registration Statement ceases to be
                  effective and at a rate of 0.5% per annum thereafter; or

                           (v)      if the aggregate duration of Deferral
                  Periods in any period exceeds the number of days permitted in
                  respect of such period pursuant to Section 3(b) hereof, then
                  commencing on the day the aggregate duration of Deferral
                  Periods in any period exceeds the number of days permitted in
                  respect of such period (and again on the first day of any
                  subsequent Deferral Period during such period), Additional
                  Amounts shall accrue on the principal amount of the
                  outstanding Notes that are Registrable Securities and on the
                  Applicable Conversion Price of any outstanding Shares that are
                  Registrable Securities at a rate of 0.25% per annum for the
                  first 90 days and at a rate of 0.5% per annum thereafter;

         provided, however, that the Additional Amounts rate on the Securities
         shall not exceed in the aggregate 0.5% per annum and shall not be
         payable under more than one clause above for any given period of time,
         except that if Additional Amounts would be payable under more than one
         clause above, but at a rate of 0.25% per annum under one clause and at
         a rate of 0.5% per annum under the other, then the Additional Amounts
         rate shall be the higher rate of 0.5% per annum; provided further,
         however, that (1) upon the filing of the Shelf Registration Statement
         (in the case of clause (i) above), (2) upon the effectiveness of the
         Shelf Registration Statement (in the case of clause (ii) above), (3)
         upon the performance by the Company and the Guarantors of their
         obligations set forth in Section 2(c) hereof within the time periods
         required therein (in the case of clause (iii) above), (4) upon the
         effectiveness of the Shelf Registration Statement which had ceased to
         remain effective (in the case of clause (iv) above), (5) upon the
         termination of the Deferral Period that caused the limit on the
         aggregate duration of Deferral Periods in a period set forth in Section
         3(b) to be exceeded (in the case of clause (v) above) or (6) upon the
         termination of certain transfer restrictions on the Securities as a
         result of the application of Rule 144(k) or any successor provision,
         Additional Amounts on the Securities as a result of such clause, as the
         case may be, shall cease to accrue.

                           Additional Amounts on the Securities, if any, will be
         payable in cash on April 15 and October 15 of each year (the
         "Additional Amounts Payment Date") to holders of record of outstanding
         Registrable Securities on each

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         preceding April 1 and October 1. The date of determination of the
         Applicable Conversion Price of any outstanding Shares that are
         Registrable Securities shall be the Business Day immediately preceding
         the Additional Amounts Payment Date; provided that in the case of an
         event of the type described in clause (iii) above, such Additional
         Amounts shall be paid only to the Holders that have delivered Notice
         and Questionnaires that caused the Company and the Guarantors to incur
         the obligations set forth in Section 2(c), the non-performance of which
         is the basis of such Registration Default; provided further that any
         Additional Amounts accrued with respect to any Notes or portion thereof
         called for redemption on a redemption date or converted into Shares on
         a conversion date prior to the Registration Default shall, in any such
         event, be paid instead to the Holder who submitted such Notes or
         portion thereof for redemption or conversion on the applicable
         redemption date or conversion date, as the case may be, on such date
         (or promptly following the conversion date, in the case of conversion).
         Following the cure of all Registration Defaults requiring the payment
         of Additional Amounts to the Holders of Registrable Securities pursuant
         to this Section, the accrual of Additional Amounts will cease (without
         in any way limiting the effect of any subsequent Registration Default
         requiring the payment of Additional Amounts).

                           The Company shall notify the Trustee immediately upon
         the happening of each and every Registration Default. The Trustee shall
         be entitled, on behalf of Holders of Securities, to seek any available
         remedy for the enforcement of this Agreement, including for the payment
         of any Additional Amounts. Notwithstanding the foregoing, the parties
         agree that the sole monetary damages payable for a violation of the
         terms of this Agreement with respect to which liquidated damages are
         expressly provided shall be as set forth in this Section 2(d). Nothing
         shall preclude a Notice Holder or Holder of Registrable Securities from
         pursuing or obtaining specific performance or other equitable relief
         with respect to this Agreement.

         3.             Registration Procedures.

         The following provisions shall apply to the Shelf Registration
Statement filed pursuant to Section 2:

                  (a)      The Company and the Guarantors shall:

                           (i)      prepare and file with the Commission a
                  registration statement with respect to the shelf registration
                  on any form which may be utilized by the Company and the
                  Guarantors and which shall permit the disposition of the
                  Registrable Securities in accordance with the intended method
                  or methods thereof, as specified in writing by the Holders of
                  the Registrable Securities, and use their reasonable efforts
                  to cause such

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                  registration statement to become effective in accordance with
                  Section 2(a) above;

                           (ii)     before filing any Shelf Registration
                  Statement or Prospectus or any amendments or supplements
                  thereto with the Commission, furnish to the Initial Purchasers
                  copies of all such documents proposed to be filed and use
                  reasonable efforts to reflect in each such document when so
                  filed with the Commission such comments as the Initial
                  Purchasers reasonably shall propose within three (3) Business
                  Days of the delivery of such copies to the Initial Purchasers;

                           (iii)    use their reasonable efforts to prepare and
                  file with the Commission such amendments and post-effective
                  amendments to the Shelf Registration Statement and file with
                  the Commission any other required document as may be necessary
                  to keep such Shelf Registration Statement continuously
                  effective until the expiration of the Effective Period; cause
                  the related Prospectus to be supplemented by any required
                  Prospectus supplement, and as so supplemented to be filed
                  pursuant to Rule 424 (or any similar provisions then in force)
                  under the Securities Act; and comply with the provisions of
                  the Securities Act applicable to it with respect to the
                  disposition of all Securities covered by such Shelf
                  Registration Statement during the Effective Period in
                  accordance with the intended methods of disposition by the
                  sellers thereof set forth in such Shelf Registration Statement
                  as so amended or such Prospectus as so supplemented;

                           (iv)     promptly notify the Notice Holders of
                  Registrable Securities (A) when such Shelf Registration
                  Statement or the Prospectus included therein or any amendment
                  or supplement to the Prospectus or post-effective amendment
                  has been filed with the Commission, and, with respect to such
                  Shelf Registration Statement or any post-effective amendment,
                  when the same has become effective, (B) of any request,
                  following the effectiveness of the Shelf Registration
                  Statement, by the Commission or any other Federal or state
                  governmental authority for amendments or supplements to the
                  Shelf Registration Statement or related Prospectus or for
                  additional information, (C) of the issuance by the Commission
                  of any stop order suspending the effectiveness of such Shelf
                  Registration Statement or the initiation or written threat of
                  any proceedings for that purpose, (D) of the receipt by the
                  Company or any Guarantor of any notification with respect to
                  the suspension of the qualification of the Registrable
                  Securities for sale in any jurisdiction or the initiation or
                  written threat of any proceeding for such purpose, (E) of the
                  occurrence of (but not the nature of or details concerning)
                  any event or the existence of any fact (a "Material Event") as
                  a result of which any Shelf Registration Statement shall
                  contain any untrue statement of a material fact or omit to

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                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  any Prospectus shall contain any untrue statement of a
                  material fact or omit to state any material fact required to
                  be stated therein or necessary to make the statements therein,
                  in the light of the circumstances under which they were made,
                  not misleading (provided, however, that no notice by the
                  Company shall be required pursuant to this clause (E) in the
                  event that the Company either promptly files a Prospectus
                  supplement to update the Prospectus or a Form 8-K or other
                  appropriate Exchange Act report that is incorporated by
                  reference into the Shelf Registration Statement, which, in
                  either case, contains the requisite information with respect
                  to such Material Event that results in such Shelf Registration
                  Statement no longer containing any untrue statement of
                  material fact or omitting to state a material fact necessary
                  to make the statements contained therein not misleading), (F)
                  of the determination by the Company that a post-effective
                  amendment to the Shelf Registration Statement will be filed
                  with the Commission, which notice may, at the discretion of
                  the Company (or as required pursuant to Section 3(b)), state
                  that it constitutes a Deferral Notice, in which event the
                  provisions of Section 3(b) shall apply or (G) at any time when
                  a Prospectus is required to be delivered under the Securities
                  Act, that the Shelf Registration Statement, Prospectus,
                  Prospectus amendment or supplement or post-effective amendment
                  does not conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder;

                           (v)      prior to any public offering of the
                  Registrable Securities pursuant to the Shelf Registration
                  Statement, use their reasonable best efforts to register or
                  qualify, or cooperate with the Notice Holders of Securities
                  included therein and their respective counsel in connection
                  with the registration or qualification of, such Securities for
                  offer and sale under the securities or blue sky laws of such
                  jurisdictions as any such Notice Holders reasonably requests
                  in writing and do any and all other acts or things necessary
                  or advisable to enable the offer and sale in such
                  jurisdictions of the Securities covered by the Shelf
                  Registration Statement; prior to any public offering of the
                  Registrable Securities pursuant to the Shelf Registration
                  Statement, use its reasonable efforts to keep each such
                  registration or qualification (or exemption therefrom)
                  effective during the Effective Period in connection with such
                  Notice Holder's offer and sale of Registrable Securities
                  pursuant to such registration or qualification (or exemption
                  therefrom) and do any and all other acts or things necessary
                  or advisable to enable the disposition in such jurisdictions
                  of such Registrable Securities in the manner set forth in the
                  Shelf Registration Statement and the related Prospectus;
                  provided that the Company and the Guarantors will not be
                  required to qualify generally to do business in any

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                  jurisdiction where it is not then so qualified or to take any
                  action which would subject it to general service of process or
                  to taxation in any such jurisdiction where it is not then so
                  subject

                           (vi)     use its reasonable best efforts to prevent
                  the issuance of, and if issued, to obtain the withdrawal of
                  any order suspending the effectiveness of the Shelf
                  Registration Statement or any post-effective amendment
                  thereto, and to lift any suspension of the qualification of
                  any of the Registrable Securities for sale in any jurisdiction
                  in which they have been qualified for sale, in each case at
                  the earliest practicable date;

                           (vii)    upon reasonable notice, for a reasonable
                  period prior to the filing of the Shelf Registration
                  Statement, and throughout the Effective Period, (i) make
                  reasonably available for inspection by a representative of,
                  and Special Counsel acting for, Majority Holders of the
                  Securities being sold and any underwriter (and its counsel)
                  participating in any disposition of Securities pursuant to
                  such Shelf Registration Statement, all relevant financial and
                  other records, pertinent corporate documents and properties of
                  the Company and its subsidiaries and (ii) use reasonable best
                  efforts to have their officers, directors, employees,
                  accountants and counsel supply all relevant information
                  reasonably requested by such representative, Special Counsel
                  or any such underwriter in connection with such Shelf
                  Registration Statement.

                           (viii)   if requested by Majority Holders of the
                  Securities being sold in an underwriting, their Special
                  Counsel or the managing underwriters (if any) in connection
                  with such Shelf Registration Statement, use their reasonable
                  best efforts to cause (i) their counsel to deliver an opinion
                  relating to the Shelf Registration Statement and the
                  Securities in customary form, (ii) their officers to execute
                  and deliver all customary documents and certificates requested
                  by the Majority Holders of the Securities being sold, their
                  Special Counsel or the managing underwriters (if any) and
                  (iii) their independent public accountants to provide a
                  comfort letter or letters in customary form, subject to
                  receipt of appropriate documentation as contemplated, and only
                  if permitted, by Statement of Auditing Standards No. 72.

                           (ix)     if reasonably requested by the Initial
                  Purchasers or any Notice Holder, promptly incorporate in a
                  Prospectus supplement or post-effective amendment to the Shelf
                  Registration Statement such information as the Initial
                  Purchasers or such Notice Holder shall, on the basis of a
                  written opinion of nationally-recognized counsel experienced
                  in such matters, determine to be required to be included
                  therein by applicable law and make any required filings of
                  such Prospectus supplement or such post-effective amendment;
                  provided, that the Company shall not be required to take any
                  actions under this Section 3(a)(viii) that are not, in the

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                  reasonable opinion of counsel for the Company, in compliance
                  with applicable law;

                           (x)      promptly furnish to each Notice Holder and
                  the Initial Purchasers, upon their request and without charge,
                  at least one (1) conformed copy of the Shelf Registration
                  Statement and any amendments thereto, including financial
                  statements but excluding schedules, all documents incorporated
                  or deemed to be incorporated therein by reference and all
                  exhibits; provided, however, that the Company shall have no
                  obligation to deliver to Notice Holders or Initial Purchasers
                  a copy of any amendment consisting exclusively of an Exchange
                  Act report or other Exchange Act filing otherwise publicly
                  available on the Company's website;

                           (xi)     during the Effective Period, deliver to each
                  Notice Holder in connection with any sale of Registrable
                  Securities pursuant to the Shelf Registration Statement,
                  without charge, as many copies of the Prospectus relating to
                  such Registrable Securities (including each preliminary
                  prospectus) and any amendment or supplement thereto as such
                  Notice Holder may reasonably request; and the Company hereby
                  consents (except during such periods that a Deferral Notice is
                  outstanding and has not been revoked) to the use of such
                  Prospectus or each amendment or supplement thereto by each
                  Notice Holder in connection with any offering and sale of the
                  Registrable Securities covered by such Prospectus or any
                  amendment or supplement thereto in the manner set forth
                  therein; and

                           (xii)    cooperate with the Notice Holders of
                  Securities to facilitate the timely preparation and delivery
                  of certificates representing Securities to be sold pursuant to
                  the Shelf Registration Statement free of any restrictive
                  legends and in such denominations and registered in such names
                  as the Holders thereof may request in writing at least two
                  business days prior to sales of Securities pursuant to such
                  Shelf Registration Statement.

                  (b)      Upon (A) the issuance by the Commission of a stop
         order suspending the effectiveness of the Shelf Registration Statement
         or the initiation of proceedings with respect to the Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
         occurrence of any event or the existence of any Material Event as a
         result of which the Shelf Registration Statement shall contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any Prospectus shall contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, or (C) the occurrence or existence of any corporate
         development that, in the discretion of the Company, makes it

                                       13

<PAGE>

         appropriate to suspend the availability of the Shelf Registration
         Statement and the related Prospectus, the Company will (i) in the case
         of clause (B) above, subject to the third sentence of this provision,
         as promptly as practicable prepare and file a post-effective amendment
         to such Shelf Registration Statement or a supplement to the related
         Prospectus or any document incorporated therein by reference or file
         any other required document that would be incorporated by reference
         into such Shelf Registration Statement and Prospectus so that such
         Shelf Registration Statement does not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         such Prospectus does not contain any untrue statement of a material
         fact or omit to state any material fact required to be stated therein
         or necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, as thereafter
         delivered to the purchasers of the Registrable Securities being sold
         thereunder, and, in the case of a post-effective amendment to the Shelf
         Registration Statement, subject to the third sentence of this
         provision, use reasonable efforts to cause it to be declared effective
         as promptly as is practicable, and (ii) give notice to the Notice
         Holders that the availability of the Shelf Registration Statement is
         suspended (a "Deferral Notice"). Upon receipt of any Deferral Notice,
         each Notice Holder agrees not to sell any Registrable Securities
         pursuant to the Shelf Registration Statement until such Notice Holder's
         receipt of copies of the supplemented or amended Prospectus provided
         for in clause (i) above, or until it is advised in writing by the
         Company that the Prospectus may be used, and has received copies of any
         additional or supplemental filings that are incorporated or deemed
         incorporated by reference in such Prospectus. The Company will use its
         reasonable best efforts to ensure that the use of the Prospectus may be
         resumed (x) in the case of clause (A) above, as promptly as
         practicable, (y) in the case of clause (B) above, as soon as, in the
         sole judgment of the Company, public disclosure of such Material Event
         would not be prejudicial to or contrary to the interests of the Company
         or, if necessary to avoid unreasonable burden or expense, as soon as
         practicable thereafter and (z) in the case of clause (C) above, as soon
         as, in the discretion of the Company, such suspension is no longer
         appropriate; provided that the period during which the availability of
         the Shelf Registration Statement and any Prospectus is suspended (the
         "Deferral Period"), without the Company incurring any obligation to pay
         liquidated damages pursuant to Section 2(d), shall not exceed one
         hundred and twenty (120) days in the aggregate in any twelve (12) month
         period.

                  (c)      Each Holder of Registrable Securities agrees that
         upon receipt of any Deferral Notice from the Company, such Holder shall
         forthwith discontinue (and cause any placement or sales agent or
         underwriters acting on their behalf to discontinue) the disposition of
         Registrable Securities pursuant to the registration statement
         applicable to such Registrable Securities until such Holder (i) shall
         have received copies of such amended or supplemented Prospectus and, if
         so

                                       14

<PAGE>

         directed by the Company, such Holder shall deliver to the Company (at
         the Company's expense) all copies, other than permanent file copies,
         then in such Holder's possession of the Prospectus covering such
         Registrable Securities at the time of receipt of such notice or (ii)
         shall have received notice from the Company that the disposition of
         Registrable Securities pursuant to the Shelf Registration may continue.

                  (d)      The Company may require each Holder of Registrable
         Securities as to which any registration pursuant to Section 2(a) is
         being effected to furnish to the Company such information regarding
         such Holder and such Holder's intended method of distribution of such
         Registrable Securities as the Company may from time to time reasonably
         request in writing, but only to the extent that such information is
         required in order to comply with the Securities Act. Each such Holder
         agrees to notify the Company as promptly as practicable of any
         inaccuracy or change in information previously furnished by such Holder
         to the Company or of the occurrence of any event in either case as a
         result of which any Prospectus relating to such registration contains
         or would contain an untrue statement of a material fact regarding such
         Holder or such Holder's intended method of disposition of such
         Registrable Securities or omits to state any material fact regarding
         such Holder or such Holder's intended method of disposition of such
         Registrable Securities required to be stated therein or necessary to
         make the statements therein not misleading, and promptly to furnish to
         the Company any additional information required to correct and update
         any previously furnished information or required so that such
         Prospectus shall not contain, with respect to such Holder or the
         disposition of such Registrable Securities, an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (e)      The Company shall comply with all applicable rules
         and regulations of the Commission and make generally available to its
         securityholders earning statements (which need not be audited)
         satisfying the provisions of Section 11(a) of the Securities Act and
         Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) commencing on the first day of the first fiscal
         quarter of the Company commencing after the effective date of the Shelf
         Registration Statement, which statements shall cover said 12-month
         periods.

                  (f)      The Company shall provide a CUSIP number for all
         Registrable Securities covered by the Shelf Registration Statement not
         later than the effective date of such Shelf Registration Statement and
         provide the Trustee for the Notes and the transfer agent for the Shares
         with printed certificates for the Registrable Securities that are in a
         form eligible for deposit with The Depository Trust Company.

                                       15

<PAGE>

                  (g)      The Company shall use its reasonable efforts to
         provide such information as is required for any filings required to be
         made with the National Association of Securities Dealers, Inc.

                  (h)      Until the expiration of two years after the Closing
         Date, the Company will not, and will not permit any of its "affiliates"
         (as defined in Rule 144) to, resell any of the Securities that have
         been reacquired by any of them except pursuant to an effective
         registration statement under the Securities Act.

                  (i)      The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act in a timely manner.

                  (j)      The Company shall enter into such customary
         agreements and take all such other necessary and lawful actions in
         connection therewith (including those requested by the Majority Holders
         of the Registrable Securities being sold) in order to expedite or
         facilitate disposition of such Registrable Securities.

         4.             Holder's Obligations.

         Each Holder agrees, by acquisition of the Registrable Securities, that
no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to the Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(c)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Shelf Registration Statement under applicable
law or pursuant to Commission comments. Each Holder further agrees not to sell
any Registrable Securities pursuant to the Shelf Registration Statement without
delivering, or causing to be delivered, a Prospectus to the purchaser thereof
and, following termination of the Effective Period, to notify the Company,
within 10 Business Days of a request by the Company, of the amount of
Registrable Securities sold pursuant to the Shelf Registration Statement and, in
the absence of a response, the Company may assume that all of the Holder's
Registrable Securities were so sold.

         5.             Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly upon
request being made therefor all expenses incident to the Company's performance
of or compliance with this Agreement, including, but not limited to, (a) all
Commission and any NASD registration and filing fees and expenses, (b) all fees
and expenses in connection with the qualification of the Securities for offering
and sale under the State

                                       16
<PAGE>

securities and Blue Sky laws referred to in Section 3(a)(v) hereof, including
reasonable fees and disbursements of one counsel for the placement agent or
underwriters, if any, in connection with such qualifications, (c) all expenses
relating to the preparation, printing, distribution and reproduction of the
Shelf Registration Statement, the related Prospectus, each amendment or
supplement to each of the foregoing, the certificates representing the
Securities and all other documents relating hereto, (d) fees and expenses of the
Trustee under the Indenture, any escrow agent or custodian, and of the registrar
and transfer agent for the Shares, (e) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance) and (f) reasonable fees, disbursements and
expenses of one counsel for the Holders of Registrable Securities retained in
connection with the Shelf Registration Statement, as selected by the Company
(unless reasonably objected to by the Majority Holders of the Registrable
Securities being registered, in which case the Majority Holders shall select
such counsel for the Holders)("Special Counsel"), and fees, expenses and
disbursements of any other Persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any Holder of Registrable Securities or any underwriter or placement
agent therefor, the Company shall reimburse such Person for the full amount of
the Registration Expenses so incurred, assumed or paid promptly after receipt of
a documented request therefor. Notwithstanding the foregoing, the Holders of the
Registrable Securities being registered shall pay all underwriting discounts and
commissions and placement agent fees and commissions attributable to the sale of
such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such Holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         6.       Indemnification.

                  (a) The Company and each of the Guarantors shall jointly and
         severally indemnify and hold harmless each Holder (including, without
         limitation, any such Initial Purchaser), its affiliates, their
         respective officers, directors, employees, representatives and agents,
         and each person, if any, who controls such Holder within the meaning of
         the Securities Act or the Exchange Act (collectively referred to for
         purposes of this Section 6 and Section 7 as a Holder) from and against
         any loss, claim, damage or liability, joint or several, or any action
         in respect thereof (including, without limitation, any loss, claim,
         damage, liability or action relating to purchases and sales of
         Securities), to which that Holder may become subject, whether commenced
         or threatened, under the Securities Act, the Exchange Act, any other
         federal or state statutory law or regulation, at common law or
         otherwise, insofar as such loss, claim, damage, liability or action
         arises out of, or is based upon, (i) any untrue statement or alleged
         untrue statement of a material fact contained in any such Registration
         Statement or any Prospectus forming part thereof or in any amendment or

                                       17

<PAGE>

         supplement thereto or (ii) the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading, and shall reimburse each
         Holder promptly upon demand for any legal or other expenses reasonably
         incurred by that Holder in connection with investigating or defending
         or preparing to defend against or appearing as a third party witness in
         connection with any such loss, claim, damage, liability or action as
         such expenses are incurred; provided, however, that the Company and the
         Guarantors shall not be liable in any such case to the extent that any
         such loss, claim, damage, liability or action arises out of, or is
         based upon, an untrue statement or alleged untrue statement in or
         omission or alleged omission from any of such documents in reliance
         upon and in conformity with any information provided by a Holder in its
         most recent Notice and Questionnaire; and provided, further, that with
         respect to any such untrue statement in or omission from any related
         preliminary prospectus, the indemnity agreement contained in this
         Section 6(a) shall not inure to the benefit of any Holder from whom the
         person asserting any such loss, claim, damage, liability or action
         received Securities to the extent that such loss, claim, damage,
         liability or action of or with respect to such Holder results from the
         fact that both (A) a copy of the final prospectus was not sent or given
         to such person at or prior to the written confirmation of the sale of
         such Securities to such person and (B) the untrue statement in or
         omission from the related preliminary prospectus was corrected in the
         final prospectus unless, in either case, such failure to deliver the
         final Prospectus was a result of non-compliance by the Company or any
         Guarantor with Section 4. This indemnity agreement shall be in addition
         to any liability that the Company or the Guarantor may otherwise have.

                  The Company and the Guarantors also shall jointly and
         severally indemnify and hold harmless as provided in this Section 6(a)
         or contribute as provided in Section 6(d) hereof to loss, claim,
         damage, liability or action of each underwriter, if any, of Securities
         registered under the Shelf Registration Statement, its affiliates,
         their respective officers, directors, employees, representatives and
         agents, and each person, if any, who controls such underwriter within
         the meaning of the Securities Act or the Exchange Act on substantially
         the same basis as that of the indemnification of the selling Holders
         provided in this paragraph (a) and shall, if requested by any Holder,
         enter into an underwriting agreement reflecting such agreement.

                  (b) Each Holder shall indemnify and hold harmless the Company,
         each Guarantor and their respective affiliates, their respective
         officers, directors, employees, representatives and agents, and each
         person, if any, who controls the Company or any Guarantor within the
         meaning of the Securities Act or the Exchange Act (collectively
         referred to for purposes of this Section 6(b) and Section 7 as the
         Company), from and against any loss, claim, damage or liability, joint
         or several, or any action in respect thereof, to which the Company may

                                       18

<PAGE>

         become subject, whether commenced or threatened, under the Securities
         Act, the Exchange Act, any other federal or state statutory law or
         regulation, at common law or otherwise, insofar as such loss, claim,
         damage, liability or action arises out of, or is based upon, (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in any such Registration Statement or any prospectus forming
         part thereof or in any amendment or supplement thereto or (ii) the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, but in each case only to the extent that the untrue
         statement or alleged untrue statement or omission or alleged omission
         was made in reliance upon and in conformity with any information
         furnished to the Company by such Holder in its most recent Notice and
         Questionnaire, and shall reimburse the Company for any legal or other
         expenses reasonably incurred by the Company in connection with
         investigating or defending or preparing to defend against or appearing
         as a third party witness in connection with any such loss, claim,
         damage, liability or action as such expenses are incurred; provided,
         however, that no such Holder shall be liable for any indemnity claims
         hereunder in excess of the amount of net proceeds received by such
         Holder from the sale of Securities pursuant to such Shelf Registration
         Statement. This indemnity agreement will be in addition to any
         liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party pursuant to Section 6(a) or 6(b), notify
         the indemnifying party in writing of the claim or the commencement of
         that action; provided, however, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have under this Section 6 except to the extent that it has been
         materially prejudiced (through the forfeiture of substantive rights or
         defenses) by such failure; and provided, further, that the failure to
         notify the indemnifying party shall not relieve it from any liability
         which it may have to an indemnified party otherwise than under this
         Section 6. If any such claim or action shall be brought against an
         indemnified party, and it shall notify the indemnifying party thereof,
         the indemnifying party shall be entitled to participate therein and, to
         the extent that it wishes, jointly with any other similarly notified
         indemnifying party, to assume the defense thereof with counsel
         reasonably satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 6 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense thereof other than the reasonable costs of
         investigation; provided, however, that an indemnified party shall have
         the right to employ its own counsel in any such action, but the fees,
         expenses and other charges of such counsel for the indemnified party
         will be at the expense of such indemnified party unless (1)

                                       19

<PAGE>

         the employment of counsel by the indemnified party has been authorized
         in writing by the indemnifying party, (2) the indemnified party has
         reasonably concluded (based upon advice of counsel to the indemnified
         party) that there may be legal defenses available to it or other
         indemnified parties that are different from or in addition to those
         available to the indemnifying party, (3) a conflict or potential
         conflict exists (based upon advice of counsel to the indemnified party)
         between the indemnified party and the indemnifying party (in which case
         the indemnifying party will not have the right to direct the defense of
         such action on behalf of the indemnified party) or (4) the indemnifying
         party has not in fact employed counsel reasonably satisfactory to the
         indemnified party to assume the defense of such action within a
         reasonable time after receiving notice of the commencement of the
         action, in each of which cases the reasonable fees, disbursements and
         other charges of counsel will be at the expense of the indemnifying
         party or parties. It is understood that the indemnifying party or
         parties shall not, in connection with any proceeding or related
         proceedings in the same jurisdiction, be liable for the reasonable
         fees, disbursements and other charges of more than one separate firm of
         attorneys (in addition to any local counsel) at any one time for all
         such indemnified party or parties. Each indemnified party, as a
         condition of the indemnity agreements contained in Sections 6(a) and
         6(b), shall use all reasonable efforts to cooperate with the
         indemnifying party in the defense of any such action or claim. No
         indemnifying party shall be liable for any settlement of any such
         action effected without its written consent (which consent shall not be
         unreasonably withheld), but if settled with its written consent or if
         there be a final judgment for the plaintiff in any such action, the
         indemnifying party agrees to indemnify and hold harmless any
         indemnified party from and against any loss or liability by reason of
         such settlement or judgment or if the indemnifying party has not paid
         the expenses and fees for which it is liable 20 days after notice by
         the indemnified party of request for reimbursement. No indemnifying
         party shall, without the prior written consent of the indemnified party
         (which consent shall not be unreasonably withheld), effect any
         settlement of any pending or threatened proceeding in respect of which
         any indemnified party is or could have been a party and indemnity could
         have been sought hereunder by such indemnified party, unless such
         settlement (i) includes an unconditional release of such indemnified
         party from all liability on claims that are the subject matter of such
         proceeding and (ii) does not include a statement or admission of fault,
         culpability or a failure to act, by or on behalf of the indemnified
         party.

                  (d) The provisions of this Section 6 and Section 7 shall
         remain in full force and effect, regardless of any investigation made
         by or on behalf of any Holder, the Company, the Guarantors or any of
         the indemnified Persons referred to in this Section 6 and Section 7,
         and shall survive the sale by a Holder of securities covered by the
         Shelf Registration Statement.

                                       20

<PAGE>

                  7.       Contribution.

         If the indemnification provided for in Section 6 is unavailable or
insufficient to hold harmless an indemnified party under Section 6(a) or 6(b),
then each indemnifying party shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the Guarantors from the offering and sale of the
Notes, on the one hand, and a Holder with respect to the sale by such Holder of
Securities, on the other, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and each of the Guarantors on the one hand and
such Holder on the other with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Company and each of the Guarantors on the one hand and a Holder
on the other with respect to such offering and such sale shall be deemed to be
in the same proportion as the total net proceeds from the offering of the Notes
(before deducting expenses) received by or on behalf of the Company and each of
the Guarantors, on the one hand, and the total discounts and commissions
received by such Holder with respect to the Securities, on the other, bear to
the total gross proceeds from the sale of Securities. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Company and each of the Guarantors or information
supplied by the Company and each of the Guarantors on the one hand or to any
information contained in the relevant Notice and Questionnaire supplied by such
Holder on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 7 were to be determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 7
shall be deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Securities shall not be required to contribute any amount in excess
of the amount by which the total price at which the Securities sold by such
indemnifying party to any purchaser exceeds the amount of any damages which such
indemnifying party has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

                                       21

<PAGE>

         8.       Rule 144A and Rule 144.

         So long as any Restricted Securities remain outstanding, the Company
shall use its reasonable best efforts to file the reports required to be filed
by it under Rule 144A(d)(4) under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Restricted
Securities, make publicly available other information so long as necessary to
permit sales of such Holder's securities pursuant to Rules 144 and 144A. The
Company and the Guarantors covenant that they will take such further action as
any Holder of Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including, without limitation, the
requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Restricted Securities, the Company and the Guarantors shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

         9.       Miscellaneous.

                  (a) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of Majority Holders. Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities are
being sold pursuant to the Shelf Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate amount of the Securities being sold by such
Holders pursuant to the Shelf Registration Statement.

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

                           (1) If to the Company or the Guarantors, initially at
                  the address set forth in the Purchase Agreement;

                           (2) If to the Initial Purchasers, , initially at
                  their respective addresses set forth in the Purchase
                  Agreement; and

                           (3) If to a Holder, to the address of such Holder set
                  forth in the security register, the Notice and Questionnaire
                  or other records of the Company.

                                       22

<PAGE>

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

                  (c) Successors And Assigns. This Agreement shall be binding
upon the Company, the Guarantors and their respective successors and assigns.

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

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

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

                  (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

                  (i) No Inconsistent Agreements. Each of the Company and each
Guarantor represents, warrants and agrees that (i) it has not entered into,
shall not, on or after the date of this Agreement, enter into any agreement that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any

                                       23

<PAGE>

person and (iii) without limiting the generality of the foregoing, without the
written consent of the Holders of a majority in aggregate principal amount of
the then outstanding Restricted Securities, it shall not grant to any person the
right to request the Company to register any debt securities of the Company
under the Securities Act unless the rights so granted are not in conflict or
inconsistent with the provisions of this Agreement.

                  (j) No Piggyback on Registrations. Neither the Company nor the
Guarantors nor any of its security holders (other than the Holders of Restricted
Securities in such capacity) shall have the right to include any securities of
the Company in any Shelf Registration Statement other than Restricted
Securities.

                  (k) Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their reasonable best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

                  (l) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Agreement
or made pursuant hereto shall remain in full force and effect regardless of any
investigation (or statement as to the results thereof) made by or on behalf of
any Holder of Registrable Securities, any director, officer or partner of such
Holder, any agent or underwriter or any director, officer or partner thereof, or
any controlling person of any of the foregoing, and shall survive delivery of
and payment for the Registrable Securities pursuant to the Purchase Agreement
and the transfer and registration of Registrable Securities by such Holder.

                  (m) Securities Held by the Company, etc. Whenever the consent
or approval of Holders of a specified percentage of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       24

<PAGE>

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

                                         Very truly yours,

                                         MANOR CARE, INC.

                                         By:/s/ R. Jeffrey Bixler
                                            ------------------------------------
                                            Name:  R. Jeffrey Bixler
                                            Title: Vice President, Secretary and
                                                   General Counsel

                                       25

<PAGE>

                                         SUBSIDIARY GUARANTORS

                                         AMERICAN HOSPITAL BUILDING
                                         CORPORATION

                                         AMERICANA HEALTHCARE CENTER OF
                                         PALOS TOWNSHIP, INC.

                                         AMERICANA HEALTHCARE CORPORATION
                                         OF GEORGIA

                                         AMERICANA HEALTHCARE CORPORATION
                                         OF NAPLES

                                         ANCILLARY SERVICES MANAGEMENT, INC.

                                         BAILY NURSING HOME, INC.

                                         BIRCHWOOD MANOR, INC.

                                         BLUE RIDGE REHABILITATION SERVICES,
                                         INC.

                                         CANTERBURY VILLAGE, INC.

                                         CHARLES MANOR, INC.

                                         CHESAPEAKE MANOR, INC.

                                         DEKALB HEALTHCARE CORPORATION

                                         DEVON MANOR CORPORATION

                                         DISTCO, INC.

                                         DIVERSIFIED REHABILITATION SERVICES,
                                         INC.

                                         DONAHOE MANOR, INC.

                                         EAST MICHIGAN CARE CORPORATION

                                         EXECUTIVE ADVERTISING, INC.

                                         EYE-Q NETWORK, INC.

                                       26

<PAGE>

                                         FOUR SEASONS NURSING CENTERS, INC.

                                         GEORGIAN BLOOMFIELD, INC.

                                         GREENVIEW MANOR, INC.

                                         HCR HOME HEALTH CARE AND HOSPICE,
                                         INC.

                                         HCR HOSPITAL HOLDING COMPANY, INC.

                                         HCR INFORMATION CORPORATION

                                         HCR MANORCARE MEDICAL SERVICES OF
                                         FLORIDA, INC.

                                         HCR PHYSICIAN MANAGEMENT SERVICES,
                                         INC.

                                         HCR REHABILITATION CORP.

                                         HCRA OF TEXAS, INC.

                                         HCRC INC.

                                         HEALTH CARE AND RETIREMENT
                                         CORPORATION OF AMERICA

                                         HEARTLAND CAREPARTNERS, INC.

                                         HEARTLAND EMPLOYMENT SERVICES,
                                         INC.

                                         HEARTLAND HOME CARE, INC.

                                         HEARTLAND HOME HEALTH CARE
                                         SERVICES, INC.

                                         HEARTLAND HOSPICE SERVICES, INC.

                                         HEARTLAND INFORMATION SERVICES,
                                         INC.
                                         (fka Heartland Medical Information
                                         Services)

                                       27

<PAGE>

                                         HEARTLAND MANAGEMENT SERVICES,
                                         INC.

                                         HEARTLAND REHABILITATION SERVICES
                                         OF FLORIDA, INC.

                                         HEARTLAND REHABILITATION SERVICES, INC.

                                         HEARTLAND SERVICES CORP.

                                         HERBERT LASKIN, RPT - JOHN MCKENZIE,
                                         RPT PHYSICAL THERAPY PROFESSIONAL
                                         ASSOCIATES, INC.

                                         HGCC OF ALLENTOWN, INC.

                                         IN HOME HEALTH, INC.

                                         INDUSTRIAL WASTES, INC.

                                         IONIA MANOR, INC.

                                         JACKSONVILLE HEALTHCARE
                                         CORPORATION

                                         KENSINGTON MANOR, INC.

                                         KNOLLVIEW MANOR, INC.

                                         LEADER NURSING AND REHABILITATION
                                         CENTER OF BETHEL PARK, INC.

                                         LEADER NURSING AND REHABILITATION
                                         CENTER OF GLOUCESTER, INC.

                                         LEADER NURSING AND REHABILITATION
                                         CENTER OF SCOTT TOWNSHIP, INC.

                                         LEADER NURSING AND REHABILITATION
                                         CENTER OF VIRGINIA INC.

                                         LINCOLN HEALTH CARE, INC.

                                         MANOR CARE AVIATION, INC.

                                       28

<PAGE>

                                         MANOR CARE OF AKRON, INC.

                                         MANOR CARE OF AMERICA, INC

                                         MANOR CARE OF ARIZONA, INC.

                                         MANOR CARE OF ARLINGTON, INC.

                                         MANOR CARE OF BOCA RATON, INC.

                                         MANOR CARE OF BOYNTON BEACH, INC.

                                         MANOR CARE OF CANTON, INC.

                                         MANOR CARE OF CENTERVILLE, INC

                                         MANOR CARE OF CHARLESTON, INC.

                                         MANOR CARE OF CINCINNATI, INC.

                                         MANOR CARE OF COLUMBIA, INC.

                                         MANOR CARE OF DARIEN, INC.

                                         MANOR CARE OF DELAWARE COUNTY,
                                         INC.

                                         MANOR CARE OF DUNEDIN, INC.

                                         MANOR CARE OF FLORIDA, INC.

                                         MANOR CARE OF HINSDALE, INC.

                                         MANOR CARE OF KANSAS, INC.

                                         MANOR CARE OF KINGSTON COURT, INC.

                                         MANOR CARE OF LARGO, INC.

                                         MANOR CARE OF LEXINGTON, INC.

                                         MANOR CARE OF MEADOW PARK, INC.

                                         MANOR CARE OF MIAMISBURG, INC

                                       29

<PAGE>

                                         MANOR CARE OF NORTH OLMSTEAD, INC.

                                         MANOR CARE OF PINEHURST, INC.

                                         MANOR CARE OF PLANTATION, INC.

                                         MANOR CARE OF ROLLING MEADOWS,
                                         INC.

                                         MANOR CARE OF ROSSVILLE, INC.

                                         MANOR CARE OF SARASOTA, INC.

                                         MANOR CARE OF WILLOUGHBY, INC.

                                         MANOR CARE OF WILMINGTON, INC.

                                         MANOR CARE OF YORK (NORTH), INC.

                                         MANOR CARE OF YORK (SOUTH), INC.

                                         MANOR CARE PROPERTIES, INC.

                                         MANORCARE HEALTH SERVICES OF
                                         BOYNTON BEACH, INC.

                                         MANORCARE HEALTH SERVICES OF
                                         NORTHHAMPTON COUNTY, INC.

                                         MANORCARE HEALTH SERVICES OF
                                         VIRGINIA, INC.

                                         MANORCARE HEALTH SERVICES, INC.

                                         MARINA VIEW MANOR, INC.

                                         MEDI-SPEECH SERVICE, INC.

                                         MID-SHORE PHYSICAL THERAPY
                                         ASSOCIATES, INC.

                                         MILESTONE HEALTH SYSTEMS, INC.

                                         MILESTONE HEALTHCARE, INC.

                                       30

<PAGE>

                                         MILESTONE REHABILITATION SERVICES,
                                         INC.

                                         MILESTONE STAFFING SERVICES, INC.

                                         MILESTONE THERAPY SERVICES, INC.

                                         MNR FINANCE CORP.

                                         MRC REHABILITATION, INC.

                                         NEW MANORCARE HEALTH SERVICES,
                                         INC.

                                         PEAK REHABILITATION, INC.

                                         PERRYSBURG PHYSICAL THERAPY, INC

                                         PHYSICAL OCCUPATIONAL AND SPEECH
                                         THERAPY, INC.

                                         PNEUMATIC CONCRETE, INC.

                                         PORTFOLIO ONE, INC.

                                         REHABILITATION ADMINISTRATION
                                         CORPORATION

                                         REHABILITATION ASSOCIATES, INC.

                                         REHABILITATION SERVICES OF ROANOKE,
                                         INC.

                                         REINBOLT & BURKAM, INC.

                                         RICHARDS HEALTHCARE, INC.

                                         RIDGEVIEW MANOR, INC.

                                         ROLAND PARK NURSING CENTER, INC.

                                         RVA MANAGEMENT SERVICES, INC.

                                         SILVER SPRING - WHEATON NURSING

                                       31

<PAGE>

                                         HOME, INC.

                                         SPRINGHILL MANOR, INC.

                                         STEWALL CORPORATION

                                         STRATFORD MANOR, INC.

                                         STUTEX CORP.

                                         SUN VALLEY MANOR, INC.

                                         THE NIGHTINGALE NURSING HOME, INC.

                                         THERAPY ASSOCIATES, INC.

                                         THERASPORT PHYSICAL THERAPY, INC.

                                         THREE RIVERS MANOR, INC.

                                         TOTALCARE CLINICAL LABORATORIES,
                                         INC.

                                         WASHTENAW HILLS MANOR, INC.

                                         WHITEHALL MANOR, INC.

                                         By:/s/ R. Jeffrey Bixler
                                            ------------------------------------
                                           Name:   R. Jeffrey Bixler
                                            Title: Vice President, General
                                                   Counsel and Secretary of each
                                                   of the above-referenced
                                                   corporations

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       32

<PAGE>

                                         COLEWOOD LIMITED PARTNERSHIP

                                         By: American Hospital Building
                                             Corporation, its General Partner

                                             By:/s/ R Jeffery Bixler
                                                --------------------------------
                                                Name:  R. Jeffrey Bixler
                                                Title: Vice President, General
                                                       Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       33

<PAGE>

                                         HCR HOSPITAL, LLC

                                         By: HCR Hospital Holding Company, Inc.,
                                             its sole member

                                             By: /s/  R. Jeffery Bixler
                                                 -------------------------------
                                                 Name:  R. Jeffrey Bixler
                                                 Title: Vice President, General
                                                        Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       34

<PAGE>

                                         ANCILLARY SERVICES, LLC

                                         By: Heartland Rehabilitation Services,
                                             Inc., its sole member

                                              By: /s/ R. Jeffrey Bixler
                                                  ------------------------------
                                                 Name:  R. Jeffrey Bixler
                                                 Title: Vice President, General
                                                        Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       35

<PAGE>

                                         BOOTH LIMITED PARTNERSHIP

                                         By: Jacksonville Healthcare
                                             Corporation, its General Partner

                                             By: /s/ R. Jeffrey Bixler
                                                --------------------------------
                                                Name:  R. Jeffrey Bixler
                                                Title: Vice President, General
                                                       Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       36

<PAGE>

                                         ANNANDALE ARDEN, LLC

                                         BAINBRIDGE ARDEN, LLC

                                         BINGHAM FARMS ARDEN, LLC

                                         COLONIE ARDEN, LLC

                                         CRESTVIEW HILLS, LLC

                                         FIRST LOUISVILLE ARDEN, LLC

                                         GENEVA ARDEN LLC

                                         HANOVER ARDEN, LLC

                                         JEFFERSON ARDEN, LLC

                                         KENWOOD ARDEN, LLC

                                         LIVONIA ARDEN, LLC

                                         MEMPHIS ARDEN, LLC

                                         NAPA ARDEN, LLC

                                         ROANOKE ARDEN, LLC

                                         SAN ANTONIO ARDEN, LLC

                                         SILVER SPRING ARDEN, LLC

                                         SUSQUEHANNA ARDEN LLC

                                         TAMPA ARDEN, LLC

                                         WALL ARDEN, LLC

                                         WARMINSTER ARDEN LLC

                                         WILLIAMS VILLE ARDEN, LLC

                                       37

<PAGE>

                                         By: Manor Care of America, Inc., the
                                             sole member of each of the above-
                                             referenced limited liability
                                             companies

                                             By: /s/ R. Jeffrey Bixler
                                                --------------------------------
                                                Name:  R. Jeffrey Bixler
                                                Title: Vice President, General
                                                       Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       38

<PAGE>

                                         BATH ARDEN, LLC

                                         CLAIRE BRIDGE OF ANDERSON, LLC

                                         CLAIRE BRIDGE OF AUSTIN, LLC

                                         CLAIRE BRIDGE OF KENWOOD, LLC

                                         CLAIRE BRIDGE OF SAN ANTONIO, LLC

                                         CLAIRE BRIDGE OF SUSQUEHANNA, LLC

                                         CLAIRE BRIDGE OF WARMINSTER, LLC

                                         FRESNO ARDEN, LLC

                                         MESQUITE HOSPITAL, LLC

                                         TUSCAWILLA ARDEN, LLC

                                         By: Manor Care Health Services, Inc.,
                                             the sole member of each of the
                                             above-referenced limited liability
                                             companies

                                             By: /s/ R. Jeffrey Bixler
                                                --------------------------------
                                                Name:  R. Jeffrey Bixler
                                                Title: Vice President, General
                                                       Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       39

<PAGE>

                                         HCR MANORCARE MESQUITE, L.P.

                                         By: Mesquite Hospital, LLC, its
                                             General Partner

                                             By: /s/ R. Jeffrey Bixler
                                                --------------------------------
                                                Name:  R. Jeffrey Bixler
                                                Title: Vice President, General
                                                       Counsel and Secretary

                                         Address:   333 N. Summit St.
                                                    Toledo, Ohio 43604

                                         Fax No.:   419-252-5599
                                         Telephone: 419-252-5500

                                       40

<PAGE>

Accepted: April 15, 2003

J.P. MORGAN SECURITIES INC.

By: /s/ Richard Sesny
   ---------------------------
       Name:  Richard Sesny
       Title: Vice President

MERRILL LYNCH, PIERRE, FENNER & SMITH
INCORPORATED

By: /s/ M. Toby King
   ---------------------------
        Name:  M. Toby King
        Title: Vice President

UBS WARBURG LLC

By: /s/ Rod O'Neill
   --------------------------
        Name:  Rod O'Neill
        Title: Executive Director

UBS WARBURG LLC

By: /s/ Tony Munoz
   --------------------------
        Name:  Tony Munoz
        Title: Associate Director

                                       41