<PAGE>
                                                                     EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                        WACKENHUT CORRECTIONS CORPORATION

                                       AND

                          BNP PARIBAS SECURITIES CORP.
                              LEHMAN BROTHERS INC.
                      FIRST ANALYSIS SECURITIES CORPORATION
                           SOUTHTRUST SECURITIES, INC.
                            COMERICA SECURITIES, INC.





                            DATED AS OF JULY 9, 2003







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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of July 9, 2003, by and among Wackenhut Corrections
Corporation, a Florida corporation (the "COMPANY"), and the Initial Purchasers
set forth in Schedule I to the Purchase Agreement (as defined below) (each an
"INITIAL PURCHASER" and, collectively, the "INITIAL PURCHASERS"), each of whom
has agreed to purchase the Company's 8 1/4% Senior Notes due 2013 (the "INITIAL
NOTES") pursuant to the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of July 1, 2003 (the "PURCHASE AGREEMENT"), by and among the Company
and the Initial Purchasers (i) for the benefit of the Initial Purchasers and
(ii) for the benefit of the holders from time to time of the Initial Notes
(including you and each other Initial Purchaser named in the Purchase
Agreement). In order to induce the Initial Purchasers to purchase the Initial
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 3(a) of the
Purchase Agreement.

                  The parties hereby agree as follows:

                  SECTION 1. DEFINITIONS

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

                  ADVICE: As defined in Section 6(c) hereof.

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

                  CLOSING DATE: The date of this Agreement.

                  COMMISSION: The Securities and Exchange Commission.

                  CONSUMMATE: A registered Exchange Offer shall be deemed
         "Consummated" for purposes of this Agreement upon the occurrence of all
         of the following (i) the filing and effectiveness under the Securities
         Act of the Exchange Offer Registration Statement relating to the
         Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance
         of such Registration Statement continuously effective and the keeping
         of the Exchange Offer open for a period not less than the minimum
         period required pursuant to Section 3(b) hereof, and (iii) the delivery
         by the Company to the Registrar under the Indenture of Exchange Notes
         in the same aggregate principal amount as the aggregate principal
         amount of Initial Notes that were tendered by Holders thereof pursuant
         to the Exchange Offer.

                  EFFECTIVENESS TARGET DATE: As defined in Section 5 hereof.

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



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                  EXCHANGE NOTES: The 8 1/4% Senior Notes due 2013, of the same
         series under the Indenture as tHE Initial Notes, to be issued to
         Holders in exchange for Transfer Restricted Notes pursuant to this
         Agreement.

                  EXCHANGE OFFER: The registration by the Company under the
         Securities Act of the Exchange Notes pursuant to a Registration
         Statement pursuant to which the Company offers the Holders of all
         outstanding Transfer Restricted Notes the opportunity to exchange all
         such outstanding Transfer Restricted Notes held by such Holders for
         Exchange Notes in an aggregate principal amount equal to the aggregate
         principal amount of the Transfer Restricted Notes tendered in such
         exchange offer by such Holders.

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

                  GUARANTOR: Each Person that becomes a Guarantor of the Notes
         in accordance with the terms of the Indenture.

                  HOLDERS: As defined in Section 2(b) hereof.

                  INDEMNIFIED HOLDER: As defined in Section 8(a) hereof.

                  INDENTURE: The Indenture, dated as of July 9, 2003, between
         the Company and The Bank of New York, as trustee (the "TRUSTEE"),
         pursuant to which the Notes are to be issued, as such Indenture is
         amended or supplemented from time to time in accordance with the terms
         thereof.

                  INITIAL NOTES: The 8 1/4% Senior Notes due 2013, of the same
         series under the Indenture as the Exchange Notes, for so long as such
         securities constitute Transfer Restricted Notes.

                  INITIAL PLACEMENT: The issuance and sale by the Company of the
         Initial Notes to the Initial Purchasers pursuant to the Purchase
         Agreement.

                  INITIAL PURCHASERS: As defined in the preamble hereto.

                  INTEREST PAYMENT DATE: As defined in the Indenture and the
Notes.

                  LIQUIDATED DAMAGES: As defined in Section 5 hereof.

                  NASD: The National Association of Securities Dealers, Inc.

                  NOTES: The Initial Notes and the Exchange Notes.

                  PERSON: An individual, partnership, corporation, trust or
         unincorporated organization, or a government or agency or political
         subdivision thereof.




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                  PROSPECTUS: The prospectus included in a Registration
         Statement, as amended or supplemented by any prospectus supplement and
         by all other amendments thereto, including post-effective amendments,
         and all material incorporated by reference into such Prospectus.

                  REGISTRATION DEFAULT: As defined in Section 5 hereof.

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

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

                  SHELF FILING DEADLINE: As defined in Section 4 hereof.

                  SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

                  TRANSFER RESTRICTED NOTE: Each Note, until the earliest to
         occur of (a) the date on which such Note is exchanged in the Exchange
         Offer and entitled to be resold to the public by the Holder thereof
         without complying with the prospectus delivery requirements of the
         Securities Act, (b) the date on which such Note has been effectively
         registered under the Securities Act and disposed of in accordance with
         a Shelf Registration Statement and (c) the date on which such Note is
         distributed to the public pursuant to Rule 144 under the Securities Act
         or by a Broker-Dealer pursuant to the "Plan of Distribution"
         contemplated by the Exchange Offer Registration Statement (including
         delivery of the Prospectus contained therein).

                  TRUST INDENTURE ACT: The Trust Indenture Act of 1939 (15
         U.S.C. Sections 77aaa to 77bbbb) as in effect on the date of the
         Indenture.

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

                  SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

                  (a) TRANSFER RESTRICTED NOTES. The notes entitled to the
benefits of this Agreement are the Transfer Restricted Notes.

                  (b) HOLDERS OF TRANSFER RESTRICTED NOTES. A Person is deemed
to be a holder of Transfer Restricted Notes (each, a "HOLDER") whenever such
Person owns Transfer Restricted Notes.




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                  SECTION 3. REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 75 days after the Closing Date, a Registration Statement under
the Securities Act relating to the Exchange Notes and the Exchange Offer, (ii)
use its best efforts to cause such Registration Statement to become effective at
the earliest possible time, but in no event later than 180 days after the
Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective
amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective and (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A
under the Securities Act, (iv) cause all necessary filings in connection with
the registration and qualification of the Exchange Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (v) upon the effectiveness of such Registration
Statement, commence the Exchange Offer. The Exchange Offer Registration
Statement shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Notes and
to permit resales of Notes held by Broker-Dealers as contemplated by Section
3(c) below.

                  (b) The Company shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; PROVIDED,
HOWEVER, that in no event shall such period be less than 20 business days after
the date notice of the Exchange Offer is mailed to the Holders. The Company
shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Notes shall be included in the
Exchange Offer Registration Statement. The Company shall use its best efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 days after the Exchange Offer Registration Statement has
become effective.

                  (c) The Company shall indicate in a "Plan of Distribution"
section contained in the Prospectus forming a part of the Exchange Offer
Registration Statement that any Broker-Dealer who holds Initial Notes that are
Transfer Restricted Notes and that were acquired for its own account as a result
of market-making activities or other trading activities (other than Transfer
Restricted Notes acquired directly from the Company), may exchange such Initial
Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales



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pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.

                  The Company shall use its best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of
(i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer
required to deliver a prospectus in connection with market-making or other
trading activities.

                  The Company shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day (or shorter as provided in the foregoing sentence) period in
order to facilitate such resales.

                  SECTION 4. SHELF REGISTRATION

                  (a) SHELF REGISTRATION. If (i) the Company is not required to
file an Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with), or (ii) any Holder of Transfer Restricted Notes notifies
the Company in writing prior to the 20th day following the consummation of the
Exchange Offer that (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, or (B) such Holder
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or one of its affiliates, then, upon
such Holder's request, the Company shall:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Securities Act, which may be an amendment to the
         Exchange Offer Registration Statement (in either event, the "SHELF
         REGISTRATION STATEMENT") as promptly as practicable (such date being
         the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall
         provide for resales of all Transfer Restricted Notes the Holders of
         which shall have provided the information required pursuant to Section
         4(b) hereof; and

                  (y) use its best efforts to cause such Shelf Registration
         Statement to be declared effective by the Commission on or before the
         75th day after the Shelf Filing Deadline.

The Company shall use its best efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Notes by the Holders of Transfer Restricted Notes
entitled to the benefit of this Section 4(a), and to ensure that it conforms



                                       5
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with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years following the effective date of such Shelf
Registration Statement (or shorter period that will terminate when all the Notes
covered by such Shelf Registration Statement have been sold pursuant to such
Shelf Registration Statement).

                  (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION
WITH THE SHELF REGISTRATION STATEMENT. 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 Company in writing, within 10 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

                  SECTION 5. LIQUIDATED DAMAGES

                  If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii)
the Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company hereby
agrees to pay to each Holder of the Transfer Restricted Notes affected thereby
Liquidated Damages in an amount equal to one quarter of one percent (0.25%) per
annum on principal amounts of the Transfer Restricted Notes held by such Holder
during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by an additional one quarter of one
percent (0.25%) per annum on the principal amounts of such Transfer Restricted
Notes at the end of each subsequent 90-day period, but in no event shall such
increase exceed 2.00% per annum (any such interest assessed upon the occurrence
of Registration Default is referred to as "LIQUIDATED DAMAGES"). Following the
cure of all Registration Defaults relating to any particular Transfer Restricted
Notes, the Liquidated Damages payable with respect to the Transfer Restricted
Notes as a result of the provisions of this paragraph shall cease.

                  All obligations of the Company set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Note at
the time such security ceases to be a Transfer Restricted Note shall survive
until such time as all such obligations with respect to such Notes shall have
been satisfied in full.




                                       6
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                  SECTION 6. REGISTRATION PROCEDURES

                  (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with
the Exchange Offer, the Company shall comply with all of the provisions of
Section 6(c) below, shall use its best efforts to effect such exchange to permit
the sale of Transfer Restricted Notes being sold in accordance with the intended
method or methods of distribution thereof, and shall comply with all of the
following provisions:

                  (i) If in the reasonable opinion of counsel to the Company
         there is a question as to whether the Exchange Offer is permitted by
         applicable law, the Company hereby agrees to seek a no-action letter or
         other favorable decision from the Commission allowing the Company to
         Consummate an Exchange Offer for such Initial Notes. The Company hereby
         agrees to pursue the issuance of such a decision to the Commission
         staff level but shall not be required to take commercially unreasonable
         action to effect a change of Commission policy. The Company hereby
         agrees, however, to (A) participate in telephonic conferences with the
         Commission, (B) deliver to the Commission staff an analysis prepared by
         counsel to the Company setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursue a favorable resolution by the
         Commission staff of such submission.

                  (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Notes shall furnish, upon the request of the Company, prior
         to the Consummation thereof, a written representation to the Company
         (which may be contained in the letter of transmittal contemplated by
         the Exchange Offer Registration Statement) to the effect that (A) it is
         not an affiliate of the Company, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Exchange Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Exchange Notes
         in its ordinary course of business. In addition, all such Holders of
         Transfer Restricted Notes shall otherwise cooperate in the Company's
         preparations for the Exchange Offer. Each Holder hereby acknowledges
         and agrees that any Broker-Dealer and any such Holder using the
         Exchange Offer to participate in a distribution of the securities to be
         acquired in the Exchange Offer (1) could not under Commission policy as
         in effect on the date of this Agreement rely on the position of the
         Commission enunciated in MORGAN STANLEY AND CO., INC. (available June
         5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13,
         1988), as interpreted in the Commission's letter to Shearman & Sterling
         dated July 2, 1993, and similar no-action letters (which may include
         any no-action letter obtained pursuant to clause (i) above), and (2)
         must comply with the registration and prospectus delivery requirements
         of the Securities Act in connection with a secondary resale transaction
         and that such a secondary resale transaction should be covered by an
         effective registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Notes obtained by such Holder in
         exchange for Initial Notes acquired by such Holder directly from the
         Company.

                  (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company shall comply with all the provisions of
Section 6(c) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer Restricted Notes being sold in accordance with
the intended method or methods of distribution thereof, and pursuant thereto the



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Company will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the
Transfer Restricted Notes in accordance with the intended method or methods of
distribution thereof.

                  (c) GENERAL PROVISIONS. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Notes (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Securities by Broker-Dealers), the Company shall:

                  (i) use its best efforts to keep such Registration Statement
         continuously effective and provide all requisite financial statements
         (including, if required by the Securities Act or any regulations
         thereunder, financial statements of the Guarantors, if any) for the
         period specified in Section 3 or 4 of this Agreement, as applicable;
         upon the occurrence of any event that would cause any such Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not to be effective and usable for
         resale of Transfer Restricted Notes during the period required by this
         Agreement, the Company shall file promptly an appropriate amendment to
         such Registration Statement, in the case of clause (A), correcting any
         such misstatement or omission, and, in the case of either clause (A) or
         (B), use its best efforts to cause such amendment to be declared
         effective and such Registration Statement and the related Prospectus to
         become usable for their intended purpose(s) as soon as practicable
         thereafter;

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

                  (iii) advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement under the Securities Act or
         of the suspension by any state securities commission of the



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         qualification of the Transfer Restricted Notes for offering or sale in
         any jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, and (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto, or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement or the Prospectus in order to make the
         statements therein not misleading. If at any time the Commission shall
         issue any stop order suspending the effectiveness of the Registration
         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Notes under
         state securities or Blue Sky laws, the Company shall use its best
         efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (iv) furnish without charge to each of the Initial Purchasers,
         each selling Holder named in any Registration Statement, and each of
         the underwriter(s), if any, before filing with the Commission, copies
         of any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review of such Holders and underwriter(s) in connection
         with such sale, if any, for a period of at least five business days,
         and the Company will not file any such Registration Statement or
         Prospectus or any amendment or supplement to any such Registration
         Statement or Prospectus (including all such documents incorporated by
         reference) to which an Initial Purchaser of Transfer Restricted Notes
         covered by such Registration Statement or the underwriter(s), if any,
         shall reasonably object in writing within five business days after the
         receipt thereof (such objection to be deemed timely made upon
         confirmation of telecopy transmission within such period). The
         objection of an Initial Purchaser or underwriter, if any, shall be
         deemed to be reasonable if such Registration Statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed,
         contains a material misstatement or omission;

                  (v) promptly prior to the filing of any document that is to be
         incorporated by reference into a Registration Statement or Prospectus,
         provide copies of such document to the Initial Purchasers, each selling
         Holder named in any Registration Statement, and to the underwriter(s),
         if any, make the Company's and the Guarantors', if any, representatives
         available for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such selling Holders or underwriter(s), if
         any, reasonably may request;

                  (vi) make available at reasonable times for inspection by the
         Initial Purchasers, any managing underwriter participating in any
         disposition pursuant to such Registration Statement and any attorney or
         accountant retained by such Initial Purchasers or any of the
         underwriter(s), all financial and other records, pertinent corporate
         documents and properties of the Company and each of the Guarantors, if




                                       9
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         any, and cause the officers, directors and employees of the Company and
         each of the Guarantors, if any, to supply all information reasonably
         requested by any such Holder, underwriter, attorney or accountant in
         connection with such Registration Statement subsequent to the filing
         thereof and prior to its effectiveness;

                  (vii) if requested by any selling Holders or the
         underwriter(s), if any, promptly incorporate in any Registration
         Statement or Prospectus, pursuant to a supplement or post-effective
         amendment if necessary, such information as such selling Holders and
         underwriter(s), if any, may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Notes, information
         with respect to the principal amount of Transfer Restricted Notes being
         sold to such underwriter(s), the purchase price being paid therefor and
         any other terms of the offering of the Transfer Restricted Notes to be
         sold in such offering; and make all required filings of such Prospectus
         supplement or post-effective amendment as soon as practicable after the
         Company is notified of the matters to be incorporated in such
         Prospectus supplement or post-effective amendment;

                  (viii) cause the Transfer Restricted Notes covered by the
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by the Holders of a majority in aggregate
         principal amount of Notes covered thereby or the underwriter(s), if
         any;

                  (ix) furnish to each selling Holder and each of the
         underwriter(s), if any, without charge, at least one copy of the
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including financial statements and schedules, all
         documents incorporated by reference therein and all exhibits (including
         exhibits incorporated therein by reference);

                  (x) deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Company
         hereby consents to the use of the Prospectus and any amendment or
         supplement thereto by each of the selling Holders and each of the
         underwriter(s), if any, in connection with the offering and the sale of
         the Transfer Restricted Notes covered by the Prospectus or any
         amendment or supplement thereto;

                  (xi) enter into and cause the Guarantors, if any, to enter
         into such agreements (including an underwriting agreement), and make
         and cause the Guarantors, if any, to make such representations and
         warranties, and take all such other actions in connection therewith in
         order to expedite or facilitate the disposition of the Transfer
         Restricted Notes pursuant to any Registration Statement contemplated by
         this Agreement, all to such extent as may be requested by any Initial
         Purchaser or by any Holder of Transfer Restricted Notes or underwriter
         in connection with any sale or resale pursuant to any Registration
         Statement contemplated by this Agreement; and whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an Underwritten Registration, the Company shall:

                           (1) furnish to each Initial Purchaser, each selling
                  Holder and each underwriter, if any, in such substance and
                  scope as they may request and as are customarily made by



                                       10
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                  issuers to underwriters in primary underwritten offerings,
                  upon the date of the Consummation of the Exchange Offer and,
                  if applicable, the effectiveness of the Shelf Registration
                  Statement:

                                    (A) a certificate, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, signed by the Chief Financial
                           Officer of the Company, confirming, as of the date
                           thereof, the matters set forth in Section 7(i) of the
                           Purchase Agreement, and such other matters as such
                           parties may reasonably request;

                                    (B) an opinions, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company and each
                           of its Subsidiaries (as defined in the Purchase
                           Agreement), covering the matters set forth in
                           Sections 7(c) and 7(d) of the Purchase Agreement and
                           such other matters as such parties may reasonably
                           request, and in any event including a statement to
                           the effect that such counsel has participated in
                           conferences with officers and other representatives
                           of the Company, representatives of the independent
                           public accountants for the Company, the Initial
                           Purchasers' representatives and the Initial
                           Purchasers' counsel in connection with the
                           preparation of such Registration Statement and the
                           related Prospectus and has considered the matters
                           required to be stated therein and the statements
                           contained therein, although such counsel has not
                           independently verified the accuracy, completeness or
                           fairness of such statements; and that such counsel
                           advises that, on the basis of the foregoing, no facts
                           came to such counsel's attention that caused such
                           counsel to believe that the applicable Registration
                           Statement, at the time such Registration Statement or
                           any post-effective amendment thereto became
                           effective, and, in the case of the Exchange Offer
                           Registration Statement, as of the date of
                           Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus contained in such Registration Statement
                           as of its date and, in the case of the opinion dated
                           the date of Consummation of the Exchange Offer, as of
                           the date of Consummation, contained an untrue
                           statement of a material fact or omitted to state a
                           material fact necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           statements, notes and schedules and other financial
                           data included in any Registration Statement
                           contemplated by this Agreement or the related
                           Prospectus; and

                                    (C) a customary comfort letter, dated as of
                           the date of Consummation of the Exchange Offer or the
                           date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Company's
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in



                                       11
<PAGE>

                           comfort letters by underwriters in connection with
                           primary underwritten offerings, and affirming the
                           matters set forth in the comfort letters delivered
                           pursuant to Section 7(f) of the Purchase Agreement,
                           without exception;

                           (2) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 8 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and

                           (3) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors, if
                  any, pursuant to this clause (xi), if any.

                  If at any time the representations and warranties of the
Company or the Guarantors, if any, contemplated in this clause (xi) cease to be
true and correct, the Company shall so advise the Initial Purchasers and the
underwriter(s), if any, and each selling Holder promptly and, if requested by
such Persons, shall confirm such advice in writing;

                  (xii) prior to any public offering of Transfer Restricted
         Notes, cooperate and cause the Guarantors, if any, to cooperate with
         the selling Holders, the underwriter(s), if any, and their respective
         counsel in connection with the registration and qualification of the
         Transfer Restricted Notes under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders or underwriter(s) may request and
         do any and all other acts or things necessary or advisable to enable
         the disposition in such jurisdictions of the Transfer Restricted Notes
         covered by the Shelf Registration Statement; PROVIDED, HOWEVER, that
         neither the Company nor any of the Guarantors, if any, shall be
         required to register or qualify as a foreign corporation where it is
         not then so qualified or to take any action that would subject it to
         the service of process in suits or to taxation, other than as to
         matters and transactions relating to the Registration Statement, in any
         jurisdiction where it is not then so subject;

                  (xiii) shall issue, upon the request of any Holder of Initial
         Notes covered by the Shelf Registration Statement, Exchange Notes,
         having an aggregate principal amount equal to the aggregate principal
         amount of Initial Notes surrendered to the Company by such Holder in
         exchange therefor or being sold by such Holder; such Exchange Notes to
         be registered in the name of such Holder or in the name of the
         purchaser(s) of such Notes, as the case may be; in return, the Initial
         Notes held by such Holder shall be surrendered to the Company for
         cancellation;

                  (xiv) cooperate and cause the Guarantors, if any, to cooperate
         with the selling Holders and the underwriter(s), if any, to facilitate
         the timely preparation and delivery of certificates representing



                                       12
<PAGE>


         Transfer Restricted Notes to be sold and not bearing any restrictive
         legends; and enable such Transfer Restricted Notes to be in such
         denominations and registered in such names as the Holders or the
         underwriter(s), if any, may request at least two business days prior to
         any sale of Transfer Restricted Notes made by such underwriter(s);

                  (xv) use its best efforts to cause the Transfer Restricted
         Notes covered by the Registration Statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary to enable the seller or sellers thereof or the
         underwriter(s), if any, to consummate the disposition of such Transfer
         Restricted Notes, subject to the proviso contained in clause (xii)
         above;

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

                  (xvii) provide a CUSIP number for all Exchange Notes not later
         than the effective date of the Registration Statement and provide the
         Trustee under the Indenture with printed certificates for the Exchange
         Notes which are in a form eligible for deposit with the Depositary
         Trust Company;

                  (xviii) cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD, and use its reasonable best efforts
         to cause such Registration Statement to become effective and approved
         by such governmental agencies or authorities as may be necessary to
         enable the Holders selling Transfer Restricted Notes to consummate the
         disposition of such Transfer Restricted Notes;

                  (xix) otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) for the twelve-month period (A) commencing
         at the end of any fiscal quarter in which Transfer Restricted Notes are
         sold to underwriters in a firm or best efforts Underwritten Offering or
         (B) if not sold to underwriters in such an offering, beginning with the
         first month of the Company's first fiscal quarter commencing after the
         effective date of the Registration Statement;

                  (xx) cause the Indenture to be qualified under the Trust
         Indenture Act not later than the effective date of the first
         Registration Statement required by this Agreement, and, in connection
         therewith, cooperate and cause the Guarantors, if any, to cooperate
         with the Trustee and the Holders of Securities to effect such changes
         to the Indenture as may be required for such Indenture to be so
         qualified in accordance with the terms of the Trust Indenture Act; and
         to execute and cause each of the Guarantors, if any, to execute and use
         its best efforts to cause the Trustee to execute, all documents that



                                       13
<PAGE>

         may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner;

                  (xxi) cause all Transfer Restricted Notes covered by the
         Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Company are then listed if
         requested by the Holders of a majority in aggregate principal amount of
         Initial Notes or the managing underwriter(s), if any; and

                  (xxii) provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 and Section 15 of the Exchange Act.

                  Each Holder agrees by acquisition of a Transfer Restricted
Note that, upon receipt of any notice from the Company of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Notes pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof,
or until it is advised in writing (the "ADVICE") by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted Notes
that was current at the time of receipt of such notice. In the event the Company
shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and
including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice; however, no such extension shall be taken into account in determining
whether Liquidated Damages are due pursuant to Section 5 hereof or the amount of
such Liquidated Damages, it being agreed that the Company's option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.

                  SECTION 7. REGISTRATION EXPENSES

                  (a) All expenses incident to the Company's or the Guarantors',
if any, performance of or compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with the NASD (and,
if applicable, the fees and expenses of any "qualified independent underwriter"
and its counsel that may be required by the rules and regulations of the NASD));
(ii) all fees and expenses of compliance with federal securities and state Blue
Sky or securities laws; (iii) all expenses of printing (including printing
certificates for the Exchange Notes to be issued in the Exchange Offer and



                                       14
<PAGE>

printing of Prospectuses), messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company and the Guarantors, if
any, and, subject to Section 7(b) below, the Holders of Transfer Restricted
Notes; (v) all application and filing fees in connection with listing the
Exchange Notes on a national securities exchange or automated quotation system
pursuant to the requirements thereof; (vi) all fees and disbursements of
independent certified public accountants of the Company and each of the
Guarantors, if any (including the expenses of any special audit and comfort
letters required by or incident to such performance); and (vii) all fees and
expenses relating to the qualification of the Indenture under the applicable
securities laws.

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

                  (b) In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Notes being tendered
in the Exchange Offer and/or resold pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or registered pursuant to
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Shearman & Sterling or
such other counsel as may be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Notes for whose benefit such Registration
Statement is being prepared.

                  SECTION 8. INDEMNIFICATION

                  (a) The Company agrees to indemnify and hold harmless (i) each
Holder and (ii) each person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of
the persons referred to in this clause (ii) being hereinafter referred to as a
"controlling person") and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person
(any person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an "INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against
any and all losses, claims, damages, liabilities, judgments, actions and
expenses (including without limitation and as incurred, reimbursement of all
reasonable costs of investigating, preparing, pursuing, settling, compromising,
paying or defending any claim or action, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, including the
reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out
of or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus (or any
amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing
to the Company by any of the Holders expressly for use therein. This indemnity
agreement shall be in addition to any liability which the Company may otherwise
have.



                                       15
<PAGE>

                  (b) Each Holder of Transfer Restricted Notes agrees, severally
and not jointly, to indemnify and hold harmless the Company and its directors
and officers of the Company who sign a Registration Statement, and any person
controlling (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) the Company, and the respective offices, directors,
partners, employees, representatives and agents of each such person, to the same
extent as the foregoing indemnity from the Company to each of the Indemnified
Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by such Holder expressly for use in
any Registration Statement. In case any action or proceeding shall be brought
against the Company or its directors or officers or any such controlling person
in respect of which indemnity may be sought against a Holder of Transfer
Restricted Notes, such Holder shall have the rights and duties given the Company
and the Company or its directors or officers or such controlling person shall
have the rights and duties given to each Holder by the preceding paragraph. In
no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the proceeds received by such Holder upon the
sale of the Notes giving rise to such indemnification obligation.

                  (c) Promptly after receipt by an indemnified party under this
Section 8 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 under this Section 8, 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 that it may have under this Section 8 except to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and; PROVIDED FURTHER that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under this
Section 8. 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 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; PROVIDED,
HOWEVER, that the Indemnified Holders shall have the right to employ counsel to
represent jointly the Indemnified Holders and those Indemnified Holders and
their respective directors, officers, employees and controlling persons who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Holders against the Company under this Section
8 if, in the reasonable judgment of the Indemnified Holders, it is advisable for
the Indemnified Holders and those directors, officers, employees and controlling
persons to be jointly represented by separate counsel, and in that event the
fees and expenses of such separate counsel shall be paid by the Company. No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the



                                       16
<PAGE>

indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) 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 the consent of the indemnifying party or if there
be a final judgment of 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.

                  (d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from the Initial Placement (which in the case of the Company
shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum), the amount
of Liquidated Damages which did not become payable as a result of the filing of
the Registration Statement resulting in such losses, claims, damages,
liabilities, judgments actions or expenses, and such Registration Statement, or
if such allocation is not permitted by applicable law, the relative fault of the
Company, on the one hand, and of the Indemnified Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Indemnified Holder, on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

                  The Company and each Holder of Transfer Restricted Notes agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Notes exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No


                                       17
<PAGE>

person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint.

                  SECTION 9. RULE 144A

                   Unless the Company is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, the Company shall, for so long as
any Transfer Restricted Notes remain outstanding, 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.

                  SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Notes on the basis provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

                  SECTION 11. SELECTION OF UNDERWRITERS

                  The Holders of Transfer Restricted Notes covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Notes in an Underwritten Offering. In any such 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; PROVIDED, that such investment bankers and managers must be reasonably
satisfactory to the Company.

                  SECTION 12. MISCELLANEOUS

                  (a) REMEDIES. The Company hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

                  (b) NO INCONSISTENT AGREEMENTS. The Company will not and will
cause the Guarantors, if any, not to, on or after the date of this Agreement,
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. The Company has not entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
securities under any agreement in effect on the date hereof.




                                       18
<PAGE>

                  (c) ADJUSTMENTS AFFECTING THE SECURITIES. The Company will not
take any action, or permit any change to occur, with respect to the Notes that
would materially and adversely affect the ability of the Holders to Consummate
any Exchange Offer, unless such action or change is required by applicable law.

                  (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Notes being tendered or registered;
PROVIDED that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such
amendment, qualification, supplement, waiver, consent or departure is to be
effective.

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

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

                  (ii) if to the Company:

                                    Wackenhut Corrections Corporation
                                    One Park Place
                                    621 NW 53rd Street
                                    Suite 700
                                    Boca Raton, FL 33487
                                    Facsimile:  (561) 999-7744
                                    Attention:  John J. Bulfin, Esq.

                                    with a copy to:

                                    Akerman Senterfitt
                                    One Southeast Third Avenue
                                    28th Floor
                                    Miami, FL 33131-1714
                                    Facsimile:  (305) 374-5095
                                    Attention:  Stephen K. Roddenberry



                                       19
<PAGE>


                  (iii) if to the Initial Purchasers:

                                    BNP Paribas Securities Corp.
                                    The Equitable Tower
                                    787 Seventh Avenue
                                    New York, NY 10019-6016
                                    Facsimile:  (212) 841-3561
                                    Attention:  Douglas Cook, Esq.

                                    Lehman Brothers Inc.
                                    745 Seventh Avenue
                                    New York, NY 10019
                                    Facsimile:  (212) 526-0943
                                    Attention:  Syndicate

                                    and

                                    Lehman Brothers Inc.
                                    Litigation Department
                                    399 Park Avenue
                                    New York, NY 10022

                                    with a copy to:

                                    Shearman & Sterling LLP
                                    599 Lexington Avenue
                                    New York, NY 10022-6069
                                    Facsimile:  (212) 848-7179
                                    Attention:  Andrew Schleider

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if faxed; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

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

                  (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Notes; PROVIDED, HOWEVER,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Notes from such Holder.

                  (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of


                                       20
<PAGE>

which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

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

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

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




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                                       21
<PAGE>

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

                                          WACKENHUT CORRECTIONS CORPORATION




                                          By:   /s/ John G. O'Rourke
                                                -------------------------------
                                                Name:  John G. O'Rourke
                                                Title: Chief Financial Officer-
                                                       Senior Vice President




The foregoing Registration Rights Agreement is
hereby confirmed and accepted as
of the date first above written.

BNP PARIBAS SECURITIES CORP.
LEHMAN BROTHERS INC.
FIRST ANALYSIS SECURITIES CORPORATION
SOUTHTRUST SECURITIES, INC.
COMERICA SECURITIES, INC.
Acting severally on behalf of themselves and the
several Initial Purchasers


By: BNP Paribas Securities Corp.



By: /s/ Douglas Cook
    -----------------------------------
    Name:  Douglas Cook
    Title: Managing Direcor



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