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                                                                     EXHIBIT 4.7

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of the 4th day of February, 2004, by and among Interface, Inc.,
a Georgia corporation (the "Company"), its subsidiaries Architectural Floors,
Inc., an Ohio corporation; Bentley Prince Street, Inc. (formerly known as
Bentley Mills, Inc.), a Delaware corporation; Bentley Mills, Inc. (formerly
known as Bentley Royalty Company), a Nevada corporation; Interface Fabrics Group
South, Inc. (formerly known as Chatham, Inc.), a North Carolina corporation;
Carpet Services of Tampa, Inc., a Florida corporation; Commercial Flooring
Systems, Inc., a Pennsylvania corporation; Flooring Consultants, Inc., an
Arizona corporation; Interface Fabrics Group North, Inc. (formerly known as
Guilford of Maine, Inc.), a Nevada corporation; Interface Americas, Inc., a
Georgia corporation; Interface Architectural Resources, Inc., a Michigan
corporation; Interface Fabrics Group, Inc., a Delaware corporation; Interface
Fabrics Group Marketing, Inc. (formerly known as Interface Fabrics Group
Marketing Company), a Nevada corporation; Interface Flooring Systems, Inc., a
Georgia corporation; Interface Overseas Holdings, Inc., a Georgia corporation;
Interface Teknit, Inc., a Michigan corporation; Interfaceflor, Inc., a Georgia
corporation; Pandel, Inc., a Georgia corporation; Quaker City International,
Inc., a Pennsylvania corporation; Re: Source Americas Enterprises, Inc., a
Georgia corporation; Re: Source Colorado, Inc., a Colorado corporation; Re:
Source Minnesota, Inc., a Minnesota corporation; Re: Source North Carolina,
Inc., a North Carolina corporation; Re:Source New Jersey, Inc., a New Jersey
corporation; Re: Source New York, Inc., a New York corporation; Re:Source
Oregon, Inc., a Oregon corporation; Re:Source South Florida, Inc., a Florida
corporation; Re:Source Southern California, Inc., a Georgia corporation;
Re:Source Washington, D.C., Inc., a Virginia corporation; Southern Contract
Systems, Inc., a Georgia corporation; Superior/Reiser Flooring Resources, Inc.,
a Texas corporation; Interface Fabrics Group Finishing, Inc. (formerly known as
Toltec Fabrics, Inc.), a Georgia corporation; Interface Americas Holdings, LLC,
a Georgia limited liability company; Interface Americas Re:Source Technologies,
LLC, Georgia limited liability company; Interface Real Estate Holdings, LLC, a
Georgia limited liability company; Interface Teksolutions, LLC, a Michigan
limited liability company; Strategic Flooring Services, Inc., a Georgia
corporation (such subsidiaries collectively, the "Guarantors") and Wachovia
Capital Markets, LLC, Citigroup Global Markets Inc. and Fleet Securities, Inc.
(collectively, the "Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated January
26, 2004, among the Company, the Guarantors, and the Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Purchasers of
9-1/2% Senior Subordinated Notes due 2014 (the "Notes"). The Notes are to be
issued by the Company pursuant to the provisions of an Indenture dated as of
February 4, 2004 (as amended, supplemented or otherwise modified from time to
time, the "Indenture") between the Company, certain subsidiaries of the Company
as guarantors and SunTrust Bank, as trustee (the "Trustee").

         In order to induce the Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide to the Purchasers and their direct and
indirect transferees the registration rights with respect to the Notes set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions.

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

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                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Closing Date" shall mean the Closing Date as defined in the
         Purchase Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Exchange Date" shall have the meaning set forth in Section
         2(a)(ii).

                  "Exchange Notes" shall mean securities issued by the Company
         under the Indenture containing terms identical to the Notes (except
         that (i) interest thereon shall accrue from the last date on which
         interest was paid on the Notes or, if no such interest has been paid,
         from February 4, 2004 and (ii) the Exchange Notes will not provide for
         an increase in the rate of interest and will not contain terms with
         respect to transfer restrictions) and to be offered to Holders of Notes
         in exchange for Notes pursuant to the Exchange Offer.

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Notes for Registrable Notes pursuant to Section 2(a)
         hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

                  "Guarantees" shall mean the guarantee of the Notes by each
         Guarantor.

                  "Holder" shall mean the Purchasers, for so long as they own
         any Registrable Notes, and each of their successors, assigns and direct
         and indirect transferees who become registered owners of Registrable
         Notes under the Indenture; provided that for purposes of Sections 4 and
         5 of this Agreement, the term "Holder" shall include Participating
         Broker-Dealers (as defined in Section 4(a)).

                  "Holder Shelf Registration Notice" shall mean written notice
         from a Holder to the Company that such Holder (x) is prohibited by
         applicable law or SEC policy from participating in the Exchange Offer,
         (y) may not resell 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 (z) is a
         broker-dealer and holds Registrable Notes acquired directly from the
         Company or an "affiliate" of the Company.

                  "Indenture" shall have the meaning set forth in the preamble.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Notes; provided
         that, for purposes of Section 6(b), whenever

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         the consent or approval of Holders of a specified percentage of
         Registrable Notes is required hereunder, Registrable Notes held by the
         Company or any of its affiliates (as such term is defined in Rule 405
         under the 1933 Act) (other than the Purchasers or subsequent holders of
         Registrable Notes if such subsequent holders are deemed to be such
         affiliates solely by reason of their holding of such Registrable Notes)
         shall not be counted in determining whether such consent or approval
         was given by the Holders of such required percentage or amount.

                  "Offer Termination Date" shall have the meaning set forth in
         Section 2(a)(iv).

                  "Participating Broker-Dealer" shall have the meaning set forth
         in Section 4(a) hereof.

                  "Person" shall mean an individual, partnership, corporation,
         trust or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus or
         offering memorandum, and any such prospectus as amended or supplemented
         by any prospectus supplement, including a prospectus supplement with
         respect to the terms of the offering of any portion of the Registrable
         Notes covered by a Shelf Registration Statement, and by all other
         amendments and supplements to such prospectus, and in each case
         including all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Purchasers" shall have the meaning set forth in the preamble.

                  "Registrable Notes" shall mean the Notes; provided, however,
         that the Notes shall cease to be Registrable Notes (i) when a
         Registration Statement with respect to such Notes shall have been
         declared effective under the 1933 Act and such Notes shall have been
         disposed of or exchanged pursuant to such Registration Statement, (ii)
         upon the expiration of the Exchange Offer period with respect to any
         Exchange Offer Registration Statement if all Registrable Notes validly
         tendered in connection with such Exchange Offer shall have been
         exchanged for Exchange Notes, (iii) when such Notes have been sold or
         are eligible for sale to the public pursuant to Rule 144(k) (or any
         similar provision then in force, but not Rule 144A) under the 1933 Act
         or (iv) when such Notes shall have ceased to be outstanding; provided,
         however, that if a Holder Shelf Registration Notice is delivered to the
         Company as provided in clause (iii) of Section 2(b), then Notes held by
         the Purchasers shall not cease to be Registrable Notes solely by reason
         of clause (ii) above.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws, (iii) all expenses
         of any Person in preparing or assisting in preparing, word processing,
         printing and distributing, at the request of the Company, any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements and
         other documents relating to the performance of and compliance with this
         Agreement, (iv) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (v)
         the fees and disbursements of the Trustee and its counsel, (vi) the
         fees and disbursements of counsel for the Company and, in the case of a
         Shelf Registration Statement, the fees and disbursements of one counsel
         for the Holders incurred on or before the

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<PAGE>

         initial effectiveness of the Shelf Registration Statement, which
         counsel shall be counsel for the Purchasers or other counsel selected
         by the Company and not objected to by the Majority Holders ("counsel
         for the Holders") and (vii) the fees and disbursements of the
         independent public accountants of the Company, including the expenses
         of any special audits or "cold comfort" letters required by or incident
         to such performance and compliance, but excluding underwriting
         discounts, if any, and commissions and transfer taxes, if any, relating
         to the sale or disposition of Registrable Notes by a Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company that covers any of the Exchange Notes, Registrable Notes
         or Guarantees pursuant to the provisions of this Agreement and all
         amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Notes and Guarantees on an appropriate form under Rule 415 under the
         1933 Act, or any similar rule that may be adopted by the SEC, and all
         amendments and supplements to such registration statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "Special Interest" shall mean the additional interest payable
         under the Registrable Notes upon the occurrence of certain conditions
         specified in Section 2(d) below.

                  "TIA" shall have the meaning set forth in Section 3(l) hereof.

                  "Trustee" shall have the meaning set forth in the preamble.

         2. Registration under the 1933 Act.

                  (a) To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company and the
Guarantors shall use their best efforts to cause to be filed an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Notes for Exchange Notes, to have such
Registration Statement remain effective until the closing of the Exchange Offer
and to consummate the Exchange Offer on or prior to the date that is 180 days
after the Closing Date. The Company and the Guarantors shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement has been
declared effective by the SEC and use their best efforts to have the Exchange
Offer consummated not later than 30 days after such effective date. For purposes
hereof, "consummate" shall mean that the Exchange Offer Registration Statement
shall have been declared effective, subject to Section 2(b), the period of the
Exchange Offer provided in accordance with clause (ii) below shall have expired
and all Registrable Notes validly tendered in connection with such Exchange
Offer shall have been exchanged for Exchange Notes. The Company and the
Guarantors shall commence the Exchange Offer by mailing the related exchange
offer Prospectus and accompanying documents to each Holder stating, in addition
to such other disclosures as are required by applicable law:

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<PAGE>

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

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 25 days from the date such notice is mailed) (each
         such date being an "Exchange Date");

                  (iii)    that any Registrable Note not tendered will remain
         outstanding and continue to accrue interest, but will not retain any
         rights under this Agreement;

                  (iv)     that Holders electing to have a Registrable Note
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Note, together with the enclosed letters of
         transmittal, to the institution and at the address specified in the
         notice prior to the close of business on the last Exchange Date (the
         "Offer Termination Date"); and

                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the Offer Termination
         Date, by sending to the institution and at the address specified in the
         notice a telegram, telex, facsimile transmission or letter setting
         forth the name of such Holder, the principal amount of Registrable
         Notes delivered for exchange and a statement that such Holder is
         withdrawing his election to have such Registrable Notes exchanged.

                  As soon as practicable after the Offer Termination Date, the
         Company shall:

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

                  (B)      deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Notes or portions thereof so accepted for
         exchange by the Company and issue, and cause the Trustee to promptly
         authenticate and mail to each Holder, an Exchange Note equal in
         aggregate principal amount to the aggregate principal amount of the
         Registrable Notes surrendered by such Holder.

The Company and the Guarantors shall use their best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Company shall inform the Purchasers of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Purchasers shall have the
right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Notes in the Exchange Offer.

                  (b) In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the Offer Termination
Date because it would violate applicable law or the applicable interpretations
of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated within 180 days after the Closing Date or (iii) in the event that at
any time prior to the 20-day anniversary of the consummation of the Exchange
Offer, any holder of Registrable Notes shall provide a Holder Shelf Registration
Notice to the Company, the Company and the Guarantors shall use their best
efforts to cause to be filed as soon as practicable after such determination, or
date or notice, as the case may be, a Shelf Registration Statement providing for
the sale by the Holders of all of the Registrable Notes and to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company
and the

                                       5
<PAGE>

Guarantors are required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (iii) of the preceding sentence, the
Company and the Guarantors shall file and have declared effective by the SEC
both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Notes and a Shelf Registration Statement (which may
be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Notes held by the
Purchasers after completion of the Exchange Offer. The Company and the
Guarantors agree to use their best efforts to keep the Shelf Registration
Statement continuously effective until the second anniversary of the Closing
Date or such shorter period that will terminate when all of the Registrable
Notes covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement. The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company and the Guarantors for such Shelf Registration Statement or by the 1933
Act or by any other rules and regulations thereunder for shelf registration or
if reasonably requested by a Holder with respect to information relating to such
Holder, and to use their best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Notes copies of any such supplement or amendment promptly after its
being used or filed with the SEC.

                  (c) The Company and the Guarantors shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) or Section
2(b). Each Holder shall pay all underwriting discounts, if any, and commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Notes pursuant to the Shelf Registration Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Notes pursuant to a Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Notes pursuant to
such Registration Statement may legally resume. As provided for in the
Indenture, liquidated damages in the form of Special Interest (in addition to
the interest otherwise due on the Notes after such date) shall be accrued on the
Registrable Notes as follows:

                  (i)      (A) if an Exchange Offer Registration Statement or,
         in the event that due to current interpretations by the SEC the Company
         is not permitted to effect the Exchange Offer, a Shelf Registration
         Statement is not filed within 120 days following the Closing Date or
         (B) in the event that at any time prior to the 20-day anniversary of
         the consummation of the Exchange Offer, any holder of Registrable Notes
         shall provide a Holder Shelf Registration Notice to the Company, and a
         Shelf Registration Statement is not filed within 120 days thereafter,
         then commencing on the 121st day after the Closing Date or the receipt
         of such notice, as the case may be, Special Interest shall be accrued
         on the Notes over and above the accrued interest at a rate of .50% per
         annum for the first 90 days immediately following the 121st day after
         the Closing Date or the receipt of such notice, as the case may be,
         such Special Interest rate increasing by an additional .25% per annum
         at the beginning of each subsequent 90-day period;

                  (ii)     if an Exchange Offer Registration Statement or a
         Shelf Registration Statement is filed pursuant to Section 2(d)(i)
         hereof and is not declared effective within 150 days following the
         Closing Date or the receipt of the Holder Shelf Registration Notice, as
         the case may be, then commencing on the 151st day after the Closing
         Date or the receipt of such notice,

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<PAGE>

         as the case may be, Special Interest shall be accrued on the
         Registrable Notes over and above the accrued interest at a rate of .50%
         per annum for the first 90 days immediately following the 151st day
         after the Closing Date or the receipt of such notice, as the case may
         be, such Special Interest rate increased by an additional .25% per
         annum at the beginning of each subsequent 90-day period; and

                  (iii)    if either (A) the Company has not exchanged Exchange
         Notes for all Registrable Notes validly tendered in accordance with the
         terms of the Exchange Offer on or prior to 180 days after the date on
         which the Exchange Offer Registration Statement was declared effective,
         or (B) if applicable, a Shelf Registration Statement has been declared
         effective and such Shelf Registration Statement ceases to be effective
         prior to two years from its original effective date, then, subject to
         certain exceptions, Special Interest shall be accrued on the
         Registrable Notes over and above the accrued interest at a rate of .50%
         per annum for the first 90 days immediately following the (x) 181st day
         after such effective date, in the case of (A) above, or (y) the day
         such Shelf Registration Statement ceases to be effective in the case of
         (B) above, such Special Interest rate increasing by an additional .25%
         per annum at the beginning of each subsequent 90-day period;

provided, however, that the Special Interest rate on the Registrable Notes may
not exceed 1.5% per annum; and provided further that (1) upon the filing of the
Exchange Offer Registration Statement or a Shelf Registration Statement (in the
case of (d)(i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or a Shelf Registration Statement (in the case of (d)(ii)
above), or (3) upon the exchange of Exchange Notes for all Registrable Notes
tendered in the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective prior to two years
from its original effective date (in the case of (d)(iii) above), Special
Interest on the Registrable Notes as a result of such clause (i), (ii) or (iii)
shall cease to accrue.

         Any amounts of Special Interest due pursuant to clause (i), (ii) or
(iii) above will be payable in cash on the interest payment dates of the
Registrable Notes. The amount of Special Interest will be determined by
multiplying the applicable Special Interest rate by the principal amount of the
Registrable Notes, multiplied by a fraction, the numerator of which is the
number of days such Special Interest rate was applicable during such period
(determined on the basis of a 360-day year composed of twelve 30-day months),
and the denominator of which is 360. If the Company effects the Exchange Offer,
the Company will be entitled to close the Exchange Offer provided that it has
accepted all Registrable Notes theretofore validly tendered in accordance with
the terms of the Exchange Offer. Registrable Notes not tendered in the Exchange
Offer shall bear interest at the same rate as in effect at the time of issuance
of the Registrable Notes.

                  (e) Without limiting the remedies available to the Purchasers
and the Holders, the Company and the Guarantors acknowledge that any failure by
the Company and the Guarantors to comply with their obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company's and the
Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

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         3. Registration Procedures.

         In connection with the obligations of the Company and the Guarantors
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and the Guarantors shall reasonably promptly:

                  (a) prepare and file with the SEC a Registration Statement on
the appropriate form under the 1933 Act, which form shall (x) be selected by the
Company, (y) in the case of a Shelf Registration, be available for the sale of
the Registrable Notes by the selling Holders thereof and (z) comply as to form
in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith, and
use their best efforts to cause such Registration Statement to become effective
and remain effective in accordance with Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the applicable period and cause
each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; and keep
each Prospectus current during the period described under Section 4(3) and Rule
174 under the 1933 Act that is applicable to transactions by brokers or dealers
with respect to the Registrable Notes or Exchange Notes;

                  (c) in the case of a Shelf Registration, furnish to each
Holder of Registrable Notes, to counsel for the Purchasers and to counsel for
the Holders, without charge, as many copies of each Prospectus, including each
preliminary Prospectus and any amendment or supplement thereto and such other
documents as such Holder may reasonably request, in order to facilitate the
public sale or other disposition of the Registrable Notes; and the Company and
the Guarantors consent to the use of such Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the selling
Holders of Registrable Notes in connection with the offering and sale of the
Registrable Notes covered by and in the manner described in such Prospectus or
any amendment or supplement thereto in accordance with applicable law;

                  (d) use their best efforts (i) to register or qualify the
Registrable Notes and the Guarantees under all applicable state securities or
blue sky laws of such jurisdictions as any Holder of Registrable Notes covered
by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC and (ii) to
cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such
Registrable Notes owned by such Holder; provided, however, that the Company and
the Guarantors shall not be required to (A) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where they would not otherwise be
required to qualify but for this Section 3(d), (B) file any general consent to
service of process or (C) subject themselves to taxation in any such
jurisdiction if they are not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
Registrable Notes, counsel for the Holders and counsel for the Purchasers
promptly and, if requested by any such Holder, counsel for the Holders or
counsel for the Purchasers, confirm such advice in writing (i) when a
Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to a
Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
a Registration Statement or the initiation of

                                       8
<PAGE>

any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Notes covered
thereby, the representations and warranties of the Company contained in any
securities sales agreement or other similar agreement, if any, relating to the
offering cease to be true and correct in all material respects or if the Company
receives any notification with respect to the suspension of the qualification of
the Registrable Notes for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period
a Shelf Registration Statement is effective which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (vi) of any determination by the Company that a post-effective amendment to
a Registration Statement would be appropriate;

                  (f) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible moment and provide immediate notice to each Holder of the
withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
Holder of Registrable Notes, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

                  (h) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Notes to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold and not
bearing any restrictive legends and enable such Registrable Notes to be in such
denominations (consistent with the provisions of the Indenture) and registered
in such names as the selling Holders may reasonably request at least two
business days prior to the closing of any sale of Registrable Notes;

                  (i) in the case of a Shelf Registration, upon the occurrence
of any event contemplated by Section 3(e)(v) hereof, use their best efforts
promptly to prepare a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes, such Prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. The Company agrees to notify the Holders to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and the Holders hereby agree to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission;

                  (j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus, provide copies of such document to the
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, counsel for the Holders) and make such of the representatives of the
Company as shall be reasonably requested by the Purchasers or its counsel (and,
in the case of a Shelf Registration Statement, counsel for the Holders),
available for discussion of such document, and shall not at any time file or
make any amendment to the Registration Statement, any Prospectus or any
amendment of or supplement to a Registration Statement or a Prospectus, of which
the Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, counsel for the Holders) shall not have previously been advised and
furnished a copy or to which the Purchasers or their counsel (and, in the case
of a Shelf Registration Statement, counsel for the Holders) shall object
reasonably promptly in light of the circumstances;

                                       9
<PAGE>

                  (k) obtain a CUSIP number for all Exchange Notes or
Registrable Notes (if applicable), as the case may be, not later than the
effective date of a Registration Statement;

                  (l) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), in connection with the
registration of the Exchange Notes or Registrable Notes, as the case may be,
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and execute, and use their best efforts to cause the
Trustee to execute, all 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;

                  (m) in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable Notes, and
attorneys and accountants designated by the Holders and reasonably acceptable to
the Company, at reasonable times and in a reasonable manner and subject to the
execution of appropriate confidentiality agreements, all financial and other
records, pertinent documents and properties of the Company and the Guarantors,
and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such
representative, attorney or accountant in connection with a Shelf Registration
Statement;

                  (n) if reasonably requested by any Holder of Registrable Notes
covered by a Registration Statement, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information as such Holder
reasonably requests to be included therein and (ii) make all required filings of
such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be incorporated in such
filing; and

                  (o) In the case of any Shelf Registration Statement, the
Company shall (i) make reasonably available for inspection by the Holders of
securities to be registered thereunder, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries; (ii) cause the Company's
officers, directors and employees to supply all relevant information reasonably
requested by the Holders or any such underwriter, attorney, accountant or agent
in connection with any such Registration Statement as is customary for similar
due diligence examinations; provided, however, that any information that is
designated in writing by the Company, in good faith, as confidential at the time
of delivery of such information shall be kept confidential by the Holders or any
such underwriter, attorney, accountant or agent, unless such disclosure is made
in connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; (iii) make such representations and
warranties to the Holders of securities registered thereunder and the
underwriters, if any, in form, substance and scope as are customarily made by
issuers to underwriters in primary underwritten offerings and covering matters
including, but not limited to, those set forth in the Purchase Agreement; (iv)
obtain opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
Purchasers, if any) addressed to each selling Holder and the underwriters, if
any, covering such matters as are customarily covered in opinions requested in
primary underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters; (v) obtain "cold comfort" letters
and updates thereof from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants
of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each selling Holder of

                                       10
<PAGE>

securities registered thereunder and the underwriters, if any, in customary form
and covering matters of the type customarily covered in "cold comfort" letters
in connection with primary underwritten offerings; and (vi) deliver such
documents and certificates as may be reasonably requested by the Majority
Holders and the Purchasers, if any, including those to evidence compliance with
any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company. The foregoing actions set forth in
clauses (iii), (iv), (v) and (vi) of this Section 3(o) shall be performed at (A)
the effectiveness of such Registration Statement and each post-effective
amendment thereto and (B) each closing under any underwriting or similar
agreement as and to the extent required thereunder.

         In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Notes to promptly furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Notes as the Company may from time to time reasonably request
in writing. Any Holder of Registrable Notes who fails to provide such
information reasonably requested by the Company shall not be entitled to receive
any Special Interest that the Company otherwise becomes obligated to pay as a
result of such failure.

         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Notes pursuant to a Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Notes current at the time of receipt
of such notice. Each Holder agrees to indemnify the Company, the Guarantors, the
Purchasers and the other selling Holders and each of their respective officers
and directors who sign the Registration Statement and each person, if any, who
controls any such person for any losses, claims, damages and liabilities caused
by the failure of such Holder to discontinue disposition of Registrable Notes
after receipt of the notice referred to in the preceding sentence or the failure
of such Holder to comply with applicable prospectus delivery requirements with
respect to any Prospectus (including, but not limited to, any amended or
supplemented Prospectus) provided by the Company for such use.

         4. Participation of Broker-Dealers in Exchange Offer.

                  (a) The Company understands that the Staff of the SEC has
taken the position that any broker-dealer that receives Exchange Notes for its
own account in the Exchange Offer in exchange for Notes that were acquired by
such broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Notes.

         The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer 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 obligation under the 1933 Act in connection
with resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the 1933 Act.

                  (b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also

                                       11
<PAGE>

apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Purchasers or by
one or more Participating Broker-Dealers, in each case as provided in clause
(ii) below, in order to expedite or facilitate the disposition of any Exchange
Notes by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above; provided that:

                  (i)      the Company shall not be required to amend or
         supplement the Prospectus contained in the Exchange Offer Registration
         Statement, as would otherwise be contemplated by Section 3(i), for a
         period exceeding one year after the Offer Termination Date and
         Participating Broker-Dealers shall not be authorized by the Company to
         deliver and shall not deliver such Prospectus after such period in
         connection with the resales contemplated by this Section 4; and

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Agreement to an Exchange Offer
         Registration, to the extent not required by the positions of the Staff
         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Company by the
         Purchasers or with the reasonable request in writing to the Company by
         one or more broker-dealers who certify to the Purchasers and the
         Company in writing that they anticipate that they will be Participating
         Broker-Dealers; and provided further that, in connection with such
         application of the Shelf Registration procedures set forth in Section 3
         to an Exchange Offer Registration, the Company shall be obligated (x)
         to deal only with one entity representing the Participating
         Broker-Dealers, which shall be Wachovia Capital Markets, LLC unless it
         elects not to act as such representative, (y) to pay the fees and
         expenses of only one counsel representing the Participating
         Broker-Dealers, which shall be counsel to the Purchasers unless such
         counsel elects not to so act and (z) to cause to be delivered only one,
         if any, "cold comfort" letter with respect to the Prospectus in the
         form existing on the Offer Termination Date and with respect to each
         subsequent amendment or supplement, if any, effected during the period
         specified in clause (i) above.

                  (iii)    The Purchasers shall have no liability to the Company
         or any Holder for costs and expenses of the Exchange Offer Registration
         with respect to any request that they may make pursuant to Section 4(b)
         above.

         5. Indemnification and Contribution.

                  (a) The Company and the Guarantors agree to indemnify and hold
harmless the Purchasers, each Holder and each person, if any, who controls the
Purchasers or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, the Purchasers or any Holder, from and against all losses, claims, damages
and liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Purchasers, any Holder or any such controlling or
affiliated person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Notes or Registrable Notes were registered under the
1933 Act, including all documents incorporated therein by reference, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except

                                       12
<PAGE>

insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to the Purchasers or any Holder furnished to the Company in
writing by the Purchasers or any selling Holder expressly for use therein and,
in the case of a Shelf Registration including a plan of distribution section,
such plan of distribution section; provided, however, that the indemnification
contained in this paragraph (a) with respect to such Registration Statement or
Prospectus shall not inure to the benefit of any Purchaser, any Holder or any
such controlling or affiliated person on account of any such loss, claim,
damages or liabilities caused by the failure of such person to discontinue
disposition of Registrable Notes after receipt of the notice referred to in the
final paragraph of Section 3 hereof.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors, the Purchasers and the
other selling Holders, and each of their respective directors and officers who
sign the Registration Statement and each Person, if any, who controls the
Company, the Guarantors, the Purchasers and any other selling Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to
the same extent as the foregoing indemnity from the Company and the Guarantor to
the Purchasers and the Holders, but only with reference to information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in any Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party 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 party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party 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 the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Purchasers and all persons, if
any, who control the Purchasers within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Company and the
Guarantors, their directors, their officers who sign the Registration Statement
and each person, if any, who controls the Company and the Guarantors within the
meaning of either such Section and (c) the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Holders and all
persons, if any, who control any Holders within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Purchasers and persons who control the
Purchasers, such firm shall be designated in writing by the Purchasers. In such
case involving the Holders and such persons who control Holders, such firm shall
be designated in writing by the Majority Holders. In all other cases, such firm
shall be designated by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have properly

                                       13
<PAGE>

requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any good
faith 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 party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party for such fees and expenses of
counsel in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company, the Guarantors and the Holders 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 and the Guarantors or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders' respective
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Notes of such
Holder that were registered pursuant to a Registration Statement.

                  (e) The Company, the Guarantors and each Holder agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) above 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 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Notes were sold by such Holder exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The remedies provided for in this Section 5
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Purchasers, any Holder or any person controlling the Purchasers or any
Holder, or by or on behalf of the Company and the Guarantors, their officers or
directors or any person controlling the Company and the Guarantors, (iii)
acceptance of any of the Exchange Notes and (iv) any sale of Registrable Notes
pursuant to a Shelf Registration Statement.

                                       14
<PAGE>

         6. Miscellaneous.

                  (a) No Inconsistent Agreements. The Company and the Guarantors
have not entered into, and on or after the date of this Agreement will not enter
into, any agreement which is inconsistent with the rights granted to the Holders
of Registrable 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
the Company's or the Guarantors' other issued and outstanding securities under
any such agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement,
waiver or consents to any departure from the provisions of Section 5 hereof
shall be effective as against any Holder of Registrable Notes unless consented
to in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Purchasers, the
address set forth in the Purchase Agreement; and (ii) if to the Company and the
Guarantors, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).

         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 is acknowledged, if telecopied; 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.

                  (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment or assumption, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Notes in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Notes, in any manner, whether
by operation of law or otherwise, such Registrable Notes shall be held subject
to all of the terms of this Agreement, and by taking and holding such
Registrable Notes such person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and
such person shall be entitled to receive the benefits hereof. The Purchasers
shall have no liability or obligation to the Company with respect to any failure
by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.

                                       15
<PAGE>

                  (e) Purchases and Sales of Notes. The Company shall not, and
shall use best efforts to cause its affiliates (as defined in Rule 405 under the
1933 Act) not to, purchase and then resell or otherwise transfer any Notes.

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Purchasers, on the other hand, and shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

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

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

                  (i) Governing Law. This Agreement shall be governed by laws of
the State of New York.

                  (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.

                                       16
<PAGE>

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

                               INTERFACE, INC.

                               By: /s/ Patrick C. Lynch
                                  -----------------------------------------

                               Name: Patrick C. Lynch
                               Title: Vice President and Chief Financial Officer

                               STRATEGIC FLOORING SERVICES, INC.,
                               a Guarantor

                               By: /s/ Keith E. Wright
                                   ---------------------------------------------

                               Name:  Keith E. Wright
                               Title: Treasurer

                               Each of the Other Guarantors Named in the
                               Preamble to this Agreement

                               By: /s/ Patrick C. Lynch
                                   ---------------------------------------------

                               Name:  Patrick C. Lynch
                               Title: Vice President
                               (as to Interface Real Estate Holdings, LLC, on
                               behalf of Bentley Prince Street, Inc., its sole
                               member; as to Interface TekSolutions, LLC, on
                               behalf of Interface Fabrics Group Marketing,
                               Inc., its sole member; as to Interface Americas
                               Holdings, LLC, on behalf of Interface, Inc., its
                               sole member; as to Interface Americas Re:Source
                               Technologies, LLC, on behalf of Interface
                               Flooring Systems, Inc., its sole member)

                       (signatures continued on next page)

<PAGE>

                    (signatures continued from previous page)

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

WACHOVIA CAPITAL MARKETS, LLC
CITIGROUP GLOBAL MARKETS INC.
FLEET SECURITIES, INC.

By: WACHOVIA CAPITAL MARKETS, LLC

By: /s/ Jeff Gore
    --------------------------------
    Name:  Jeff Gore
    Title: Director

For themselves and the other several Initial Purchasers named in Schedule I to
the foregoing Agreement.