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                                                                   Exhibit 10.20

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                         REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 21, 2003

                                 by and between

                            LESLIE'S POOLMART, INC.,

                                      and

                     [_____________________] (as Purchaser)

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                     10 3/8% Series A Senior Notes due 2008

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     This Registration Rights Agreement is dated as of May 21, 2003, by and
between Leslie's Poolmart, Inc., a Delaware corporation (the "Issuer") and
[____________________] (the "Purchaser").

     This Agreement is made pursuant to the Exchange Agreement, dated May 16,
2003, between the Issuer and the Purchaser (the "Exchange Agreement"). In order
to induce the Purchaser to enter into the Exchange Agreement, the Issuer has
agreed to provide the registration rights provided for in this Agreement to the
Purchaser and its direct and indirect transferees and assigns. The execution and
delivery of this Agreement is a condition to the closing of the transactions
contemplated by the Exchange Agreement.

     The parties hereby agree as follows:

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

     Additional Interest: As defined in Section 4(a) hereof.

     Affiliate: With respect to any specified person, "Affiliate" shall mean any
other person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified person. For the purposes of this
definition, "control," when used with respect to any person, means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "affiliated," "controlling" and "controlled" have meanings correlative
to the foregoing.

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

     Business Day: Any day except a Saturday, a Sunday or a day on which banking
institutions in New York, New York generally are required or authorized by law
or other government action to be closed.

     Consummate or consummate: When used to qualify the term "Exchange Offer,"
shall mean validly and lawfully to issue and deliver the Exchange Notes pursuant
to the Exchange Offer for all Notes validly tendered and not validly withdrawn
pursuant thereto in accordance with the terms of this Agreement.

     Consummation Date: The date that is 45 days immediately following the date
that the Exchange Registration Statement shall have been declared effective by
the SEC.

     Effectiveness Period: As defined in Section 3(a) hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC pursuant thereto.

     Exchange Date: As defined in Section 2(d) hereof.

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     Exchange Notes: The 10 3/8% Series B Senior Notes due 2008 of the Issuer,
that are identical to the Notes in all material respects, except that the
provisions regarding restrictions on transfer shall be modified, as provided in
the Indenture (or the indenture pursuant to which the Exchange Notes are
issued), and the issuance thereof pursuant to the Exchange Offer shall have been
registered pursuant to an effective Registration Statement in compliance with
the Securities Act.

     Exchange Offer: An offer to issue, in exchange for any and all of the
Notes, a like aggregate principal amount of Exchange Notes, which offer shall be
made by the Issuer pursuant to Section 2 hereof.

     Exchange Offer Filing Date: As defined in Section 2(a).

     Exchange Registration Statement: As defined in Section 2(a) hereof.

     Indemnified Person: As defined in Section 7(c) hereof.

     Indenture: The Indenture, dated as of May 21, 2003, between the Issuer and
The Bank of New York as trustee thereunder, pursuant to which the Notes are
issued, as amended or supplemented from time to time in accordance with the
terms thereof.

     Issue Date: As defined in Section 2(a).

     Issuer: As defined in the preamble hereof.

     Notes: The 10 3/8% Series A Senior Notes due 2008 of the Issuer issued
pursuant to the Indenture.

     Participating Broker-Dealer: As defined in Section 2(e) hereof.

     Private Exchange: As defined in Section 2(c) hereof.

     Private Exchange Notes: As defined in Section 2(c) hereof.

     Prospectus: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Notes, Exchange Notes or Private
Exchange Notes covered by such Registration Statement, and all other amendments
and supplements to any such prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference, if any, in such prospectus.

     Purchaser: As defined in the preamble hereof.

     Registration Default: As defined in Section 4(a) hereof.

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     Registration Statement: Any registration statement of the Issuer that
covers any of the Notes, Exchange Notes or Private Exchange Notes pursuant to
the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference, if any, in such
registration statement.

     Rule 144A: Rule 144A promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 144(k): Rule 144(k) promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

     Rule 158: Rule 158 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 174: Rule 174 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 415: Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     Rule 424: Rule 424 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC as a replacement thereto having substantially the
same effect as such Rule.

     SEC: The Securities and Exchange Commission.

     Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.

     Shelf Filing Event: As defined in Section 3(a) hereof.

     Shelf Registration: As defined in Section 3(a) hereof.

     Shelf Registration Statement: As defined in Section 3(a) hereof.

     Special Counsel: Such special counsel to the holders of Transfer Restricted
Notes as shall be agreed upon by the Issuer and holders of a majority in
aggregate principal amount of Transfer Restricted Notes, the reasonable expenses
of which holders of Transfer Restricted Notes will be reimbursed by the Issuer
pursuant to Section 6 hereof.

     TIA: The Trust Indenture Act of 1939, as amended.

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     Transfer Restricted Note: Each Note, upon original issuance thereof, and at
all times subsequent thereto, each Exchange Note as to which Section 3(a)(ii)
hereof is applicable upon original issuance, and at all times subsequent
thereto, and each Private Exchange Note upon original issuance thereof, and at
all times subsequent thereto, until in the case of any such Note, Exchange Note
or Private Exchange Note, as the case may be, the earliest to occur of (i) the
date on which any such Note has been exchanged by a person other than a
Participating Broker-Dealer for an Exchange Note (other than with respect to an
Exchange Note as to which Section 3(a)(ii) hereof applies) pursuant to the
Exchange Offer, (ii) with respect to Exchange Notes received by Participating
Broker-Dealers in the Exchange Offer, the earlier of (x) the date on which such
Exchange Note has been sold by such Participating Broker-Dealer by means of the
Prospectus contained in the Exchange Registration Statement and (y) the date on
which the Exchange Registration Statement has been effective under the
Securities Act for a period of six months after the Consummation Date, (iii) a
Shelf Registration Statement covering such Note, Exchange Note or Private
Exchange Note has been declared effective by the SEC and such Note, Exchange
Note or Private Exchange Note, as the case may be, has been disposed of in
accordance with such effective Shelf Registration Statement, (iv) the date on
which such Note, Exchange Note or Private Exchange Note, as the case may be, is
eligible for distribution to the public without volume or manner of sale
restrictions pursuant to Rule 144(k) or (v) the date on which such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or any other indenture under which
such Exchange Note or Private Exchange Note was issued.

     Trustee: The trustee under the Indenture.

     Underwritten registration or underwritten offering: A registration in
connection with which securities are sold to an underwriter for reoffering to
the public pursuant to an effective Registration Statement.

     2.   Exchange Offer.

     (a)  To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Issuer shall (A) prepare and, on or
prior to 60 days after the date of original issuance of the Notes (the "Issue
Date") (the "Exchange Offer Filing Date"), file with the SEC a Registration
Statement under the Securities Act with respect to an offer by the Issuer to the
holders of the Notes to issue and deliver to such holders, in exchange for
Notes, a like principal amount of Exchange Notes, (B) use its best efforts to
cause the Registration Statement relating to the Exchange Offer to be declared
effective by the SEC under the Securities Act on or prior to 150 days after the
Issue Date, and (C) commence the Exchange Offer and use its best efforts to
issue, on or prior to the Consummation Date, the Exchange Notes. The offer and
sale of the Exchange Notes pursuant to the Exchange Offer shall be registered
pursuant to the Securities Act on an appropriate form (the "Exchange
Registration Statement") and duly registered or qualified under all applicable
state securities or Blue Sky laws and will comply with all applicable tender
offer rules and regulations under the Exchange Act and state securities or Blue
Sky laws. The Exchange Offer shall not be subject to any condition, other than
that the Exchange Offer does not violate any applicable law or interpretation of
the staff of the SEC. Upon consummation of the Exchange Offer in accordance with
this Section 2, the Issuer shall have no further registration obligations other
than with respect to (i) Private Exchange Notes,

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(ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or
Exchange Notes as to which Section 3(a)(iii) hereof applies. No securities shall
be included in the Exchange Registration Statement other than the Exchange
Notes.

     (b)  The Issuer may require each holder of Notes, as a condition to its
participation in the Exchange Offer, to represent to the Issuer and its counsel
in writing (which may be contained in the applicable letter of transmittal) that
at the time of the consummation of the Exchange Offer (i) any Exchange Notes
received by such holder will be acquired in the ordinary course of its business,
(ii) such holder will have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes and (iii) such holder is not an Affiliate of the Issuer, or
if it is an Affiliate of the Issuer, it will comply with the registration and
prospectus delivery requirements of the Securities Act, to the extent
applicable.

     If the holder is not a broker-dealer, it will be required to represent that
it is not engaged in, and does not intend to engage in, the distribution of the
Exchange Notes. If the holder is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes that were acquired as a result
of market-making activities or other trading activities, it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes.

     (c)  If, prior to consummation of the Exchange Offer, the Purchaser holds
any Notes acquired by them and having, or which are reasonably likely to be
determined to have, the status of an unsold allotment in the initial
distribution, or any other holder of Notes is not entitled to participate in the
Exchange Offer, the Issuer, upon the request of the Purchaser or any such
holder, shall, simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, issue and deliver to such Purchaser and any such holder, in
exchange (the "Private Exchange") for such Notes held by the Purchaser and any
such holder, a like principal amount of debt securities of the Issuer, that are
identical in all material respects to the Exchange Notes (the "Private Exchange
Notes") (and which are issued pursuant to the same indenture as the Exchange
Notes). The Private Exchange Notes shall bear the same CUSIP number as the
Exchange Notes.

     (d)  Unless the Exchange Offer would not be permitted by any applicable law
or interpretation of the staff of the SEC, the Issuer shall mail the Exchange
Offer Prospectus and appropriate accompanying documents, including appropriate
letters of transmittal, to each holder of Notes providing, in addition to such
other disclosures as are required by applicable law:

          (i)   that the Exchange Offer is being made pursuant to this Agreement
     and that all Notes validly tendered will be accepted for exchange;

          (ii)  the date of acceptance for exchange (the "Exchange Date"),
     which date shall in no event be later than the Consummation Date (unless
     otherwise required by applicable law);

          (iii) that a holder of a Note electing to have a Note exchanged
     pursuant to the Exchange Offer will be required to surrender such Note,
     together with the enclosed letters of transmittal, to the institution and
     at the address (located in the Borough of Manhattan,

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     The City of New York) specified in the notice prior to the close of
     business on the Exchange Date; and

          (iv)  that holders of Notes that do not tender all such securities
     pursuant to the Exchange Offer may no longer have any registration rights
     hereunder with respect to Notes not tendered.

     Promptly after the Exchange Date, the Issuer shall:

          (i)   accept for exchange all Notes or portions thereof validly
     tendered and not validly withdrawn pursuant to the Exchange Offer; and

          (ii)  deliver, or cause to be delivered, to the Trustee for
     cancellation all Notes or portions thereof so accepted for exchange by the
     Issuer, and issue, cause the Trustee under the Indenture (or the indenture
     pursuant to which the Exchange Notes are issued) to authenticate, and mail
     to each holder of Notes, Exchange Notes equal in principal amount to the
     principal amount of the Notes surrendered by such holder.

     (e)  The Issuer and the Purchaser acknowledge that the staff of the SEC has
taken the position that any broker-dealer that owns Exchange Notes that were
received by such broker-dealer for its own account in the Exchange Offer (a
"Participating Broker-Dealer") may be deemed to be an "underwriter" within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes (other than a resale of an unsold allotment resulting from the
original offering of the Notes).

     The Issuer and the Purchaser also acknowledge that it is the SEC staff's
position that if the Prospectus contained in the Exchange Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange Notes,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Notes owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligations under the
Securities Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.

     In light of the foregoing, if requested by a Participating Broker-Dealer,
the Issuer agrees (x) to use its best efforts to keep the Exchange Registration
Statement continuously effective for a period of up to six months after the
Consummation Date or such earlier date as each Participating Broker-Dealer shall
have notified the Issuer in writing that such Participating Broker-Dealer has
resold all Exchange Notes acquired in the Exchange Offer, (y) to comply with the
provisions of Section 5 of this Agreement, as they relate to the Exchange Offer
and the Exchange Registration Statement, and (z) to deliver to such
Participating Broker-Dealer a "cold comfort" letter of the independent public
accountants of the Issuer and a legal opinion as to matters reasonably requested
by such Participating Broker-Dealer relating to the Exchange Registration
Statement and the related Prospectus and any amendments or supplements thereto.

     (f)  The Purchaser shall have no liability to any Participating
Broker-Dealer with respect to any request made pursuant to Section 2(e).

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     (g)  Interest on the Exchange Notes and the Private Exchange Notes will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the date of the original issuance of the Notes.

     (h)  The Exchange Notes and the Private Exchange Notes may be issued under
(i) the Indenture or (ii) an indenture identical in all material respects to the
Indenture, which in either event shall provide that the Exchange Notes shall not
be subject to the transfer restrictions set forth in the Indenture. The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that neither the Exchange Notes, the Private Exchange Notes nor
the Notes will have the right to vote or consent as a separate class on any
matter.

     3.   Shelf Registration.

     (a)  If (i) the Issuer is not permitted to file the Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange
Offer is not permitted by any applicable law or applicable interpretation of the
staff of the SEC or (ii) any holder of a Note notifies the Issuer on or prior to
the 30th day following the Issue Date that (A) due to a change in law or policy
it is not entitled to participate in the Exchange Offer, (B) due to a change in
law or policy it may not resell Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and the Prospectus contained
in the Exchange Registration Statement is not appropriate or available for such
resales by such holder or (C) it owns Notes (including the Purchaser that holds
Notes as part of an unsold allotment from the original offering of the Notes)
acquired directly from an Issuer or an Affiliate of an Issuer or (iii) any
holder of Private Exchange Notes so requests after the consummation of the
Private Exchange or (iv) the Issuer has not consummated the Exchange Offer
within 150 days after the Issue Date (each such event referred to in clauses (i)
through (iv), a "Shelf Filing Event"), the Issuer shall cause to be filed with
the SEC pursuant to Rule 415 a shelf registration statement (the "Shelf
Registration Statement") prior to the later of (x) 60 days after the Issue Date
or (y) 60 days after the occurrence of such Shelf Filing Event, relating to all
Transfer Restricted Notes (the "Shelf Registration") the holders of which have
provided the information required pursuant to Section 3(b) hereof (provided that
if the Shelf Filing Event arises pursuant to clause (iv) above, the Issuer shall
file the Shelf Registration Statement on or prior to 151st day after the Issue
Date), and shall use its best efforts to have the Shelf Registration Statement
declared effective by the SEC as promptly as possible and in any event on or
prior to 90 days after the filing of such Shelf Filing Event. In such
circumstances, the Issuer shall use its best efforts to keep the Shelf
Registration Statement continuously effective under the Securities Act, until
(A) 24 months following the Issue Date or (B) if sooner, the date immediately
following the date that all Transfer Restricted Notes covered by the Shelf
Registration Statement have been sold pursuant thereto or otherwise cease to be
Transfer Restricted Notes (the "Effectiveness Period"); provided that the
Effectiveness Period shall be extended to the extent required to permit dealers
to comply with the applicable prospectus delivery requirements of Rule 174.

     (b)  No holder of Transfer Restricted Notes may include any of its Transfer
Restricted Notes in any Shelf Registration Statement pursuant to this Agreement
unless and until such holder furnishes to the Issuer in writing, within 30 days
after receipt of a request therefor, such

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information as the Issuer may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary prospectus included
therein. No holder of Transfer Restricted Notes shall be entitled to Additional
Interest pursuant to Section 4 hereof unless and until such holder shall have
provided all such reasonably requested information. Each holder of Transfer
Restricted Notes as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Issuer all information required to be
disclosed in order to make the information previously furnished to the Issuer by
such holder not materially misleading.

     4.   Additional Interest.

     (a)  The parties hereto agree that the holders of Transfer Restricted Notes
will suffer damages if the Issuer fails to fulfill its obligations pursuant to
Section 2 or Section 3, as applicable, and that it would not be feasible to
ascertain the extent of such damages. Accordingly, in the event that (i) the
applicable Registration Statement is not filed with the SEC on or prior to the
date specified herein for such filing, (ii) the applicable Registration
Statement has not been declared effective by the SEC on or prior to the date
specified herein for such effectiveness after such obligation arises, (iii) if
the Exchange Offer is required to be Consummated hereunder, the Issuer has not
exchanged Exchange Notes for all Notes validly tendered and not validly
withdrawn in accordance with the terms of the Exchange Offer by the Consummation
Date or (iv) the applicable Registration Statement is filed and declared
effective but shall thereafter cease to be effective or usable in connection
with the Exchange Offer or resales of Transfer Restricted Notes during a period
in which it is required to be effective hereunder without being succeeded
immediately by any additional Registration Statement covering the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be, which has been
filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default"), then the interest rate on Transfer Restricted
Notes will increase ("Additional Interest"), with respect to the first 90-day
period immediately following the occurrence of such Registration Default, by
0.5% per annum and will increase by an additional 0.5% per annum with respect to
each subsequent 90-day period until such Registration Default has been cured, up
to a maximum amount of 2.0% per annum with respect to all Registration Defaults.
Following the cure of a Registration Default, the accrual of Additional Interest
with respect to such Registration Default will cease and upon the cure of all
Registration Defaults the interest rate will revert to the original rate.

     (b)  The Issuer shall notify the Trustee and paying agent under the
Indenture (or the trustee and paying agent under such other indenture under
which any Transfer Restricted Notes are issued) immediately upon the happening
of each and every Registration Default. The Issuer shall pay the Additional
Interest due on the Transfer Restricted Notes by depositing with the paying
agent (which shall not be the Issuer for these purposes) for the Transfer
Restricted Notes, in trust, for the benefit of the holders thereof, prior to
11:00 A.M. on the next interest payment date specified by the Indenture (or such
other indenture), sums sufficient to pay the Additional Interest then due. The
Additional Interest due shall be payable on each interest payment date specified
by the Indenture (or such other indenture) to the record holders entitled to
receive the interest payment to be made on such date. Each obligation to pay
Additional Interest shall be deemed to accrue from and including the applicable
Registration Default.

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     (c)  The parties hereto agree that the Additional Interest provided for in
this Section 4 constitutes a reasonable estimate of the damages that will be
suffered by holders of Transfer Restricted Notes by reason of the happening of
any Registration Default.

     5.   Registration Procedures. In connection with the Issuer's registration
obligations hereunder, the Issuer shall effect such registrations on the
appropriate form available for the sale of the Notes, the Exchange Notes or
Private Exchange Notes, as applicable, to (i) in the case of the Exchange Offer,
permit the exchange of Exchange Notes for Notes in the Exchange Offer and, if
applicable, resales of Exchange Notes by Participating Broker-Dealers and (ii)
in the case of a Shelf Registration, permit the sale of the applicable Transfer
Restricted Notes in accordance with the method or methods of disposition thereof
specified by the holders of such Transfer Restricted Notes, and pursuant thereto
the Issuer shall as expeditiously as possible:

     (a)  In the case of a Shelf Registration, a reasonable period of time prior
to the initial filing of a Shelf Registration Statement or Prospectus and a
reasonable period of time prior to the filing of any amendment or supplement
thereto (including any document that would be incorporated or deemed to be
incorporated therein by reference), furnish to the holders of the Transfer
Restricted Notes included in such Shelf Registration Statement, their counsel
and the managing underwriters, if any, copies of all such documents proposed to
be filed, which documents (other than those incorporated or deemed to be
incorporated by reference) will be subject to the review of such holders, their
Special Counsel and such underwriters, if any, and cause the officers and
directors of the Issuer, counsel to the Issuer and independent certified public
accountants to the Issuer to respond to such reasonable inquiries as shall be
necessary, in the opinion of respective counsel to such holders and such
underwriters, to conduct a reasonable investigation within the meaning of the
Securities Act; provided that the foregoing inspection and information gathering
shall be coordinated on behalf of any other persons, by one counsel designated
by and on behalf of such other persons; provided, however, that the Issuer shall
not be deemed to have kept a Shelf Registration Statement effective during the
applicable period if it voluntarily takes any unreasonable action or voluntarily
fails to take any reasonable action that results in holders of the Transfer
Restricted Notes covered thereby not being able to sell such Transfer Restricted
Notes pursuant to Federal securities laws during that period. The Issuer shall
not file any such Shelf Registration Statement or related Prospectus or any
amendments or supplements thereto which the holders of a majority in principal
amount of the Transfer Restricted Notes included in such Shelf Registration
Statement shall reasonably object on a timely basis;

     (b)  Prepare and file with the SEC such amendments, including
post-effective amendments, to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable time
period required hereunder; cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424; and comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented;

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     (c)  Notify the holders of Transfer Restricted Notes to be sold or, in the
case of an Exchange Offer, tendered for, their Special Counsel and the managing
underwriters, if any, promptly, and (if requested by any such person), confirm
such notice in writing, (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment is proposed to be filed, and (B) with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or related Prospectus or for additional information, (iii) of the issuance by
the SEC, any state securities commission, any other governmental agency or any
court of any stop order or injunction suspending or enjoining the use of a
Prospectus or the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) of the receipt by the Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Notes, Exchange Notes or Private Exchange Notes
for sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose, and (v) of the happening of any event or information becoming
known to the Issuer that makes any statement made in a Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in such Registration Statement, Prospectus or documents so that
it will 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 that in the case of a Prospectus, it will 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 light of the circumstances under which they were made, not misleading and
(vi) of the determination by the Issuer that a post-effective amendment to a
Registration Statement would be appropriate;

     (d)  Use its best efforts to avoid the issuance of or, if issued, obtain
the withdrawal of any order enjoining or suspending the use of a Prospectus or
the effectiveness of a Registration Statement or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the Notes,
Exchange Notes or Private Exchange Notes for sale in any jurisdiction, at the
earliest practicable moment;

     (e)  If a Shelf Registration Statement is filed pursuant to Section 3
hereof and if requested by the managing underwriters, if any, or the holders of
a majority in aggregate principal amount of the Transfer Restricted Notes being
sold pursuant to such Shelf Registration Statement, (i) promptly incorporate in
a Prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, and such holders reasonably believe should be
included therein, and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment under the Securities Act as soon as
practicable after the Issuer has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment and (iii)
supplement or make amendments to such Registration Statement;

     (f)  Upon written request to the Issuer by a holder of Notes, Exchange
Notes or Private Exchange Notes to be exchanged or sold pursuant to a
Registration Statement, their Special Counsel and each managing underwriter, if
any, without charge, furnish at least one conformed copy of such Registration
Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by
reference, and all exhibits to the extent requested (including those previously
furnished or

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incorporated by reference) as soon as practicable after the filing of such
documents with the SEC;

     (g)  Deliver to each holder of Notes, Exchange Notes or Private Exchange
Notes to be exchanged or sold pursuant to a Registration Statement, their
Special Counsel, and the underwriters, if any, without charge, as many copies of
the Prospectus (including each form of prospectus) and each amendment or
supplement thereto as such persons reasonably request; and the Issuer hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling holders of Transfer Restricted Notes and the
underwriters, if any, in connection with the offering and sale of the Transfer
Restricted Notes in accordance with the terms thereof and with U.S. Federal
securities laws and Blue Sky laws covered by such Prospectus and any amendment
or supplement thereto;

     (h)  Prior to any public offering of Notes, Exchange Notes or Private
Exchange Notes, use its best efforts to register or qualify or cooperate with
the holders of Notes, Exchange Notes or Private Exchange Notes to be sold or
tendered for, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Notes, Exchange Notes or Private Exchange
Notes for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any such holder or underwriter
reasonably requests in writing; keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective hereunder and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Notes, Exchange Notes or Private Exchange Notes covered by the applicable
Registration Statement; provided, however, that the Issuer shall not be required
to (i) qualify generally to do business in any jurisdiction where it is not then
so qualified or (ii) take any action which would subject it to general service
of process or to taxation in any jurisdiction where it is not so subject;

     (i)  In connection with any sale or transfer of Transfer Restricted Notes
that will result in such securities no longer being Transfer Restricted Notes,
cooperate with the holders thereof and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Notes to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with The
Depository Trust Company and to enable such Transfer Restricted Notes to be in
such denominations and registered in such names as the managing underwriters, if
any, or such holders may request at least two Business Days prior to any sale of
Transfer Restricted Notes;

     (j)  Upon the occurrence of any event contemplated by Section 5(c)(v), as
promptly as practicable, prepare a supplement or amendment, including, if
appropriate, a post-effective amendment, to each Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

                                       11

<PAGE>

     (k)  Use its best efforts to cause the Notes, Exchange Notes or Private
Exchange Notes covered by the applicable Registration Statement to be rated with
the appropriate rating agencies, if so requested by the holders of a majority in
aggregate principal amount of Transfer Restricted Notes being sold pursuant to
such Registration Statement or the managing underwriter or underwriters, if any.

     (l)  Prior to the effective date of the Exchange Registration Statement, to
provide a CUSIP number for the Exchange Notes (and Private Exchange Notes, if
applicable);

     (m)  If a Shelf Registration Statement is filed pursuant to Section 3
hereof, enter into such agreements (including an underwriting agreement in form,
scope and substance as is customary in underwritten offerings) and take all such
other reasonable actions in connection therewith (including those reasonably
requested by the managing underwriters, if any, or the holders of a majority in
aggregate principal amount of the Transfer Restricted Notes being sold) in order
to expedite or facilitate the disposition of such Transfer Restricted Notes,
and, whether or not an underwriting agreement is entered into and whether or not
the registration is an underwritten registration, (i) make such representations
and warranties to the holders of such Transfer Restricted Notes and the
underwriters, if any, with respect to the business of the Issuer and its
subsidiaries (including with respect to businesses or assets acquired or to be
acquired by any of them), and the Shelf Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings, and confirm the same if and
when customarily requested; (ii) obtain opinions of counsel to the Issuer and
updates thereof (which counsel and opinions (in form, scope and substance) shall
be reasonably satisfactory to the managing underwriters, if any, and Special
Counsel to the holders of the Transfer Restricted Notes being sold), addressed
to each selling holder of Transfer Restricted Notes and each of the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such Special Counsel and the managing underwriters, if any; (iii)
obtain customary "cold comfort" letters and updates thereof from the independent
certified public accountants of the Issuer (and, if necessary, any other
independent certified public accountants of any subsidiary of the Issuer or of
any business acquired by the Issuer or any such subsidiary for which financial
statements and financial data is, or is required to be, included in the Shelf
Registration Statement), addressed (where reasonably possible) to each selling
holder of Transfer Restricted Notes and each of the underwriters, if any, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings;
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the selling
holders and the underwriters, if any, than those set forth in Section 7 hereof
(or such other provisions and procedures acceptable to holders of a majority in
aggregate principal amount of Transfer Restricted Notes covered by such Shelf
Registration Statement and the managing underwriters, if any); and (v) deliver
such documents and certificates as may be reasonably requested by the holders of
a majority in aggregate principal amount of the Transfer Restricted Notes being
sold, their Special Counsel and the managing underwriters, if any, to evidence
the continued validity of the representations and warranties made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Issuer;

                                       12

<PAGE>

     (n)  In the case of a Shelf Registration, make available for inspection by
any selling holder of Transfer Restricted Notes being sold, any underwriter
participating in any such disposition of Transfer Restricted Notes, if any, and
any attorney, accountant or other agent retained by any such selling holders or
underwriter (collectively, the "Inspectors"), at the offices where normally
kept, during reasonable business hours, all relevant financial and other
records, pertinent corporate documents and instruments of the Issuer and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Issuer and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement. Records which the Issuer determines, in good
faith, to be confidential and any Records which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(iii) disclosure of such information is, in the opinion of counsel for any
Inspector, necessary or advisable in connection with any action, claim, suit or
proceeding, directly or indirectly, involving or potentially involving such
Inspector and arising out of, based upon, relating to, or involving this
Agreement, or any transactions contemplated hereby or arising hereunder, or (iv)
the information in such Records has been made generally available to the public.
Each selling holder of such Transfer Restricted Securities will be required to
agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Issuer unless and until such information
is generally available to the public. Each selling holder of such Transfer
Restricted Securities will be required to further agree that it will, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Issuer and allow the Issuer to undertake
appropriate action to prevent disclosure of the Records deemed confidential at
the Issuer's sole expense;

     (o)  Provide an indenture trustee for the Notes and/or the Exchange Notes
and Private Exchange Notes, as the case may be, and cause an indenture to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Notes and/or the Exchange Notes and
Private Exchange Notes, as the case may be; and if such indenture shall be the
Indenture, in connection therewith, cooperate with the Trustee and the holders
of the Notes and/or the Exchange Notes and Private Exchange Notes, to effect
such changes to the Indenture, if any, as may be required for the Indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
its reasonable efforts to cause the Trustee to execute, all customary documents
as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;

     (p)  Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158, 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) (i) commencing at the end of
any fiscal quarter in which Transfer Restricted Notes are sold to underwriters
in a firm commitment or reasonable efforts underwritten offering and (ii) if not
sold to underwriters in such an offering, commencing on the first day of the
first fiscal quarter after the effective date of

                                       13

<PAGE>

a Registration Statement, which statement shall cover said period, consistent
with the requirements of Rule 158;

     (q)  Upon consummation of an Exchange Offer or a Private Exchange, obtain
an opinion of counsel to the Issuer, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all holders of
Exchange Notes of Private Exchange Notes participating in the Exchange Offer or
the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, and the related indenture constitute legal,
valid and binding obligations of the Issuer, enforceable against the Issuer in
accordance with their respective terms;

     (r)  Cooperate with each seller of Transfer Restricted Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Transfer Restricted Notes and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc.; and

     (s)  Use its best efforts to take all other steps reasonably necessary to
effect the registration of the Transfer Restricted Notes covered by a
Registration Statement contemplated hereby.

     The Issuer may require a holder of Transfer Restricted Notes to be included
in a Registration Statement to furnish to the Issuer such information regarding
the distribution of such Transfer Restricted Notes as is required by law to be
disclosed in such Registration Statement and the Issuer may exclude from such
Registration Statement the Transfer Restricted Notes of any holder who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

     In the case of a Shelf Registration pursuant to Section 3 hereof, each
holder of Transfer Restricted Notes agrees by acquisition of such Transfer
Restricted Notes that, upon receipt of any notice from the Issuer of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv) or 5(c)(v) hereof, such holder will forthwith discontinue disposition
of such Transfer Restricted Notes covered by such Registration Statement or
Prospectus until such holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof, or until it is advised
in writing by the Issuer that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.

     6.   Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Issuer shall be borne by
the Issuer whether or not any Registration Statement is filed or becomes
effective and whether or not any Notes, Exchange Notes or Private Exchange Notes
are issued or sold pursuant to any Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (B) in compliance with state securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Notes, Exchange Notes and Private Exchange

                                       14

<PAGE>

Notes in a form eligible for deposit with The Depository Trust Company and of
printing Prospectuses), (iii) messenger, telephone and delivery expenses, (iv)
reasonable fees and disbursements of counsel for the Issuer and the Special
Counsel (not to exceed one firm of counsel (in addition to appropriate local
counsel)) and out-of-pocket expenses (other than legal expenses) of holders of
Transfer Restricted Notes incurred in connection with the registration and sale
of such notes pursuant to a Shelf Registration Statement or in connection with
the exchange thereof pursuant to the Exchange Offer, (v) fees and disbursements
of all independent certified public accountants referred to in Section 2(e) and
Section 5(l)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) rating agency fees, if any, and any fees associated with
making the Transfer Restricted Notes eligible for trading through The Depository
Trust Company, (vii) Securities Act liability insurance, if the Issuer desires
such insurance, (viii) fees and expenses of all other persons retained by the
Issuer, (ix) internal expenses of the Issuer (including, without limitation, all
salaries and expenses of officers and employees of the Issuer performing legal
or accounting duties), (x) the expense of any annual audit, (xi) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (xii) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements, indentures and
any other documents necessary in order to comply with this Agreement.

     7.   Indemnification.

     (a)  The Issuer agrees to indemnify and hold harmless each Holder of
Transfer Restricted Notes, the affiliates, directors, officers, agents,
representatives and employees of each such person or its affiliates, and each
other Person, if any, who controls any such Person or its affiliates within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a "Participant"), from and against any and all losses, claims,
damages and liabilities (including, without limitation, the reasonable legal
fees and other expenses actually incurred in connection with any suit, action or
proceeding or any claim asserted) caused by, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) or related Prospectus (or any
amendments or supplements thereto) or any related preliminary prospectus, or
caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Issuer will not be required to
indemnify a Participant if (i) such losses, claims, damages or liabilities are
caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any Participant furnished to the Issuer in writing by or on behalf of such
Participant expressly for use therein or (ii) if such Participant sold to the
person asserting the claim the Transfer Restricted Notes which are the subject
of such claim and such untrue statement or omission or alleged untrue statement
or omission was contained or made in any preliminary prospectus and corrected in
the Prospectus or any amendment or supplement thereto and the Prospectus does
not contain any other untrue statement or omission or alleged untrue statement
or omission of a material fact that was the subject matter of the related
proceeding and it is established by the Issuer in the related proceeding that
such Participant failed to deliver or provide a copy of the Prospectus (as

                                       15

<PAGE>

amended or supplemented) to such Person with or prior to the confirmation of the
sale of such Transfer Restricted Notes sold to such Person if required by
applicable law, unless such failure to deliver or provide a copy of the
Prospectus (as amended or supplemented) was a result of noncompliance by the
Issuer with Section 5 of this Agreement.

     (b)  Each Participant agrees, severally and not jointly, to indemnify and
hold harmless the Issuer, its directors and officers and each Person who
controls the Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuer to each Participant, but only (i) with reference to information
relating to such Participant furnished to the Issuer in writing by such
Participant expressly for use in any Registration Statement or Prospectus, any
amendment or supplement thereto, or any preliminary prospectus or (ii) with
respect to any untrue statement or representation made by such Participant in
writing to the Issuer. The liability of any Participant under this paragraph
shall in no event exceed the proceeds received by such Participant from sales of
Transfer Restricted Notes giving rise to such obligations.

     (c)  If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability which it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying Person and the Indemnifying Person was not otherwise aware of
such action or claim). In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceeding in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Transfer Restricted Notes sold
by all such Participants and any such separate firm for the Issuer, its
directors, its officers and such control Persons of the Issuer shall be
designated in writing by the Issuer. The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its

                                       16

<PAGE>

prior written consent, but if settled with such consent or if there be a final
non-appealable judgment for the plaintiff for which the Indemnified Person is
entitled to indemnification pursuant to this Agreement, the Indemnifying Person
agrees to indemnify and hold harmless each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have
requested an Indemnifying Person to reimburse the Indemnified Person for
reasonable fees and expenses actually incurred by counsel as contemplated by the
third sentence of this paragraph, the Indemnifying Person agrees that it shall
be liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt
by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying
Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement; provided, however, that the
Indemnifying Person shall not be liable for any settlement effected without its
consent pursuant to this sentence if the Indemnifying Person is contesting, in
good faith, the request for reimbursement. No Indemnifying Person shall, without
the prior written consent of the Indemnified Person, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.

     (d)  If the indemnification provided for in the first and second paragraphs
of this Section 7 is for any reason unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying Person or Persons on the
one hand and the Indemnified Person or Persons on the other from the offering of
the Notes or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, not only such relative benefits but also the
relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

     (e)  The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the

                                       17

<PAGE>

equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Transfer Restricted
Notes exceeds the amount of any damages that such Participant has otherwise been
required to pay or has paid by reason of such untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

     (f)  The indemnity and contribution agreements contained in this Section 7
will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.

     8.   Rule 144A. The Issuer covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder in a timely manner in accordance
with the requirements of the Securities Act and the Exchange Act and, if at any
time the Issuer is not required to file such reports, it will, upon the request
of any holder of Transfer Restricted Notes, make publicly available annual
reports and such information, documents and other reports of the type specified
in Sections 13 and 15(d) of the Exchange Act. The Issuer further covenants for
so long as any Transfer Restricted Notes remain outstanding, to make available
to any holder or beneficial owner of Transfer Restricted Notes in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Notes from such holder or beneficial owner the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Notes pursuant to Rule 144A.

     9.   Underwritten Registrations. If any of the Transfer Restricted Notes
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such
offering and reasonably acceptable to the Issuer.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such Transfer Restricted Notes on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

     10.  Miscellaneous,

     (a)  No Inconsistent Agreements. The Issuer has not entered, as of the date
hereof, and the Issuer will not, after the date of this Agreement, enter into
any agreement with respect to

                                       18

<PAGE>

any of its securities that is inconsistent with the rights granted to the
holders of Transfer Restricted Notes in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of any of the Issuer's other issued and outstanding securities under any
such agreements. The Issuer has not entered and the Issuer will not enter into
any agreement with respect to any of its securities which will grant to any
Person piggy-back registration rights with respect to a Registration Statement.

     (b)  Adjustments Affecting Transfer Restricted Notes. The Issuer will not,
directly or indirectly, take any action with respect to the Transfer Restricted
Notes as a class that would adversely affect the ability of the holders of
Transfer Restricted Notes to include such Transfer Restricted Notes in a
registration undertaken pursuant to this Agreement.

     (c)  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, otherwise than with the prior written
consent of the holders of not less than a majority in aggregate principal amount
of the then outstanding Transfer Restricted Notes; provided, however, that
Section 7 and this Section 10(c) may not be amended, modified or supplemented
without the prior written consent of each holder of Transfer Restricted Notes
(including any person who was a holder of Transfer Restricted Notes, disposed of
pursuant to any Registration Statement). 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 of Transfer Restricted Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
holders of Transfer Restricted Notes may be given by holders of at least a
majority in aggregate principal amount of the Transfer Restricted Notes being
sold by such holders pursuant to such Registration Statement; provided, however,
that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence.

     (d)  Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

     1.   if to a holder of Transfer Restricted Notes, at the most current
address of such holder set forth on the records of the registrar under the
Indenture, with a copy in like manner to the Purchaser as follows:

          [_____________________]
          [_____________________]
          [_____________________]
          [_____________________]
          Facsimile No:  [____________]
          Attention:  [______________________]

     2.   if to the Purchaser, at the addresses specified in Section 10(d)(1);

                                       19

<PAGE>

     3.   if to the Issuer, as follows:

          Leslie's Poolmart, Inc.
          3925 East Broadway Road, Suite 100
          Phoenix, Arizona  85040
          Facsimile No:  (602) 366-3944
          Attention:  Don Anderson

          with copies to:

          Green Equity Investors II, L.P.
          c/o Leonard Green & Partners, L.P.
          11111 Santa Monica Boulevard
          Suite 2000
          Attention:  John M. Baumer
          Facsimile No.:  (310) 954-0404

          Gibson, Dunn & Crutcher LLP
          333 South Grand Avenue
          Los Angeles, California  90071
          Attention:  Jennifer Bellah McGuire, Esq.
          Facsimile No.:  (213) 229-7250

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

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

     (e)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for express assignment,
subsequent holders of Notes, Exchange Notes and Private Exchange Notes and each
Indemnified Person.

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

     (g)  Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK. THE
ISSUER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT

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<PAGE>

SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.

     (h)  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 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.

     (i)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
references made in this Agreement to "Section" and "paragraph" refer to such
Section or paragraph of this Agreement, unless expressly stated otherwise.

     (j)  Notes Held by The Issuer or its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Transfer Restricted Notes is
required hereunder, Transfer Restricted Notes held by the Issuer or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

     (k)  Third Party beneficiaries. Holders of Transfer Restricted Notes are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such persons.

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

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<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.

                                        THE ISSUER:

                                        LESLIE'S POOLMART, INC.



                                        ----------------------------------------
                                        Name:  Donald J. Anderson
                                        Title: Executive Vice President, Chief
                                               Financial Officer and Secretary

                                        THE PURCHASER:

                                        [____________________]



                                        ---------------------------------------
                                        Name: [__________________]
                                        Title: [___________________]

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