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Exhibit 4.4
                                                                  EXECUTION COPY








                    SENIOR NOTE REGISTRATION RIGHTS AGREEMENT

                          Dated as of October 31, 1996

                                  by and among

                         UNISON HEALTHCARE CORPORATION,

                                 THE GUARANTORS

                                       and

                        CIBC WOOD GUNDY SECURITIES CORP.,
                        CRUTTENDEN ROTH INCORPORATED and
                          WHEAT, FIRST SECURITIES, INC.
                              as Initial Purchasers
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         SENIOR NOTE REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
October 31, 1996, by and among UNISON HEALTHCARE CORPORATION, a Delaware
corporation (the "Company"), THE GUARANTORS (as defined herein) and CIBC WOOD
GUNDY SECURITIES CORP., CRUTTENDEN ROTH INCORPORATED and WHEAT, FIRST
SECURITIES, INC., as initial purchasers (the "Initial Purchasers").

         This Agreement is entered into in connection with the Securities
Purchase Agreement, dated as of October 28, 1996, by and among the Company, the
Guarantors and the Initial Purchasers (the "Purchase Agreement") relating to the
sale by the Company and the Guarantors to the Initial Purchasers of $100,000,000
aggregate principal amount of 12 1/4% Senior Notes due 2006 of the Company,
unconditionally guaranteed by each of the Guarantors (the "Senior Notes"). In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide the registration rights set
forth in this Agreement for the benefit of the Initial Purchasers and all
subsequent holders of Registrable Notes. The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligation to purchase the
Senior Notes under the Purchase Agreement.

         The parties hereby agree as follows:

1.       Definitions

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

         Additional Interest:  See Section 4(a).

         Advice:  See Section 5.

         Applicable Period:  See Section 2(b).

         Business Day: A day that is not a Saturday, a Sunday, a
federally-recognized holiday or a day on which banking institutions are not
required to be open in the State of New York.

         Closing:  See the Purchase Agreement.

         Company:  See the introductory paragraph to this Agreement.

         Effectiveness Date:  The 135th day after the Issue Date.

         Effectiveness Period:  See Section 3(a).

         Event Date:  See Section 4(b).

         Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.
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         Exchange Notes:  See Section 2(a).

         Exchange Offer:  See Section 2(a).

         Exchange Registration Statement:  See Section 2(a).

         Filing Date: The 45th day after the Issue Date.

         Guarantee: Individually a guarantee, or collectively any and all
guarantees, as the context may require, of the obligations of the Company with
respect to the Senior Notes by each Guarantor pursuant to the Indenture.

         Guarantor: Each subsidiary of the Company that guarantees the
obligations of the Company pursuant to the Indenture.

         Holder:  Any holder of a Registrable Note or Registrable Notes.

         Indemnified Person:  See Section 7(c).

         Indemnifying Person:  See Section 7(c).

         Indenture: The Indenture, dated as of October 31, 1996, by and between
the Company and First Bank National Association, as trustee, pursuant to which
the Senior Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.

         Initial Purchasers:  See the introductory paragraph to this Agreement.

         Initial Shelf Registration:  See Section 3(a).

         Inspectors:  See Section 5(o).

         Issue Date: The date on which the original Senior Notes are sold to the
Initial Purchasers pursuant to the Purchase Agreement.

         Lien:     See the Indenture.

         NASD:  See Section 5(t).

         Senior Notes:  See the introductory paragraphs to this Agreement.

         Participant:  See Section 7(a).

         Participating Broker-Dealer:  See Section 2(b).
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         Person: An individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

         Private Exchange:  See Section 2(b).

         Private Exchange Notes:  See Section 2(b).

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

         Purchase Agreement:  See the introductory paragraphs to this Agreement.

         Records:  See Section 5(o).

         Registrable Notes: The Senior Notes upon original issuance of the
Senior Notes and at all times subsequent thereto and, if issued, the Private
Exchange Notes, until in the case of any such Senior Notes or any such Private
Exchange Notes, as the case may be, (i) a Registration Statement covering such
Senior Notes or such Private Exchange Notes, as the case may be, has been
declared effective by the SEC and such Senior Notes or such Private Exchange
Notes, as the case may be, have been disposed of in accordance with such
effective Registration Statement, (ii) such Senior Notes or such Private
Exchange Notes, as the case may be, are sold in compliance with Rule 144, (iii)
in the case of any Senior Note, such Senior Note has been exchanged for an
Exchange Note or Exchange Notes pursuant to an Exchange Offer, or (iv) such
Senior Notes or such Private Exchange Notes, as the case may be, cease to be
outstanding.

         Registration Default:  See Section 4(a).

         Registration Statement: Any registration statement of the Company,
including, but not limited to, the Exchange Registration Statement, which covers
any of the Registrable Notes pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.
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         Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

         Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         SEC:  The Securities and Exchange Commission.

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

         Shelf Notice:  See Section 2(c)

         Shelf Registration:  See Section 3(b).

         Subsequent Shelf Registration: See Section 3(b).

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

         Trustee: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

         Underwritten registration or underwritten offering: A registration in
which securities of the Company are sold to an underwriter(s) for reoffering to
the public.

2.       Exchange Offer

         (a) The Company and the Guarantors agree to use their best efforts to
file with the SEC as soon as practicable after the Closing, but in no event
later than the Filing Date, an offer to exchange (the "Exchange Offer") any and
all of the Registrable Notes for a like aggregate principal amount of debt
securities of the Company and like unconditional Guarantee by each of the
Guarantors which are identical to the Senior Notes (including such like
unconditional Guarantee, the "Exchange Notes") (and which are entitled to the
benefits of the Indenture or
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a trust indenture which is substantially identical to the Indenture (other than
such changes to the Indenture or any such identical trust indenture as are
necessary to comply with any requirements of the SEC to effect or maintain the
qualification thereof under the TIA) and which, in either case, has been
qualified under the TIA), except that the Exchange Notes shall have been
registered pursuant to an effective Registration Statement under the Securities
Act and will not contain terms or bear any legends regarding transfer
restrictions. The Exchange Offer will be registered under the Securities Act on
an appropriate form (the "Exchange Registration Statement") and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Company and the Guarantors agree to use their best efforts to (x) cause the
Exchange Registration Statement to become effective under the Securities Act on
or before the Effectiveness Date; (y) keep the Exchange Offer open for at least
30 days (or longer if required by applicable law) after the date that notice of
the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer
on or prior to the 31st day following the date on which the Exchange
Registration Statement is declared effective (or, if not a Business Day, on the
next Business Day thereafter). Each Holder who participates in the Exchange
Offer will be required to represent that any Exchange Notes received by it will
be acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes, and that such Holder is not an affiliate of the Company within the
meaning of Rule 405 promulgated under the Securities Act or if it is such an
affiliate, that it will comply with the registration and prospectus delivery
requirements of the Securities Act, to the extent applicable. Each Participating
Broker-Dealer (as defined below) that moves Exchange Notes in the Exchange Offer
will be required to acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. Upon consummation of the Exchange Offer
in accordance with this Section 2, the provisions of this Agreement shall
continue to apply, mutatis mutandis, solely with respect to Registrable Notes
that are Private Exchange Notes and Exchange Notes held by Participating
Broker-Dealers (as defined below), and the Company shall have no further
obligation to register Registrable Notes (other than Private Exchange Notes and
Exchange Notes held by Participating Broker-Dealers) pursuant to Section 3 of
this Agreement.

         (b) The Company shall include within the Prospectus contained in the
Exchange Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act)
of Exchange Notes received by such broker-dealer in the Exchange Offer (a
"Participating Broker-Dealer"), whether such positions or policies have been
publicly disseminated by the staff of the SEC or such positions or policies, in
the reasonable judgment of the Initial Purchasers, represent the prevailing
views of the staff of the SEC. Such "Plan of Distribution' section shall also
allow the use of the Prospectus by all persons subject to the prospectus
delivery requirements of the Securities Act, including all Participating
Broker-Dealers, and include a statement describing the means by which
Participating
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Broker-Dealers may resell the Exchange Notes. The Prospectus contained in the
Exchange Registration Statement will also contain such additional information as
is required to permit resale of the Exchange Notes by Participating
Broker-Dealers.

         The Company and the Guarantors shall use their best efforts to keep the
Exchange Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Notes, provided that such period
shall not exceed 180 days (or such longer period if extended pursuant to the
last paragraph of Section 5) after the date of the consummation of the Exchange
Offer (the "Applicable Period").

         If, prior to consummation of the Exchange Offer, any of the Initial
Purchasers holds any Senior Notes acquired by it and having, or which are
reasonably likely to be determined to have, the status as an unsold allotment in
the initial distribution, the Company and the Guarantors upon the request of the
Initial Purchasers shall, simultaneously with the delivery of the Exchange Notes
in the Exchange Offer, issue and deliver to the Initial Purchasers, in exchange
(the "Private Exchange") for the Senior Notes held by such Initial Purchasers, a
like principal amount of debt securities of the Company and like unconditional
Guarantee by each of the Guarantors that are identical in all material respects
to the Exchange Notes (including such like unconditional Guarantee, the "Private
Exchange Notes") (and which are issued pursuant to the same indenture as the
Exchange Notes). The Private Exchange Notes shall bear the same CUSIP number as
the Exchange Notes.

         Interest on the Exchange Notes and any Private Exchange Notes will
accrue from (A) the later of (i) the last interest payment date on which
interest was paid on the Senior Notes surrendered in exchange therefor or (ii)
if the Senior Notes are surrendered for exchange on a date in a period which
includes the record date for an interest payment date to occur on or after the
date of such exchange and as to which interest will be paid, the date of such
interest payment date or (B), if no interest has been paid on the Senior Notes,
from the Issue Date.

         In connection with the Exchange Offer, the Company and the Guarantors
shall:

         (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Registration Statement, together with an appropriate letter of
transmittal and related documents;

         (ii) utilize the services of a depositary for the Exchange Offer with
an address in the Borough of Manhattan, The City of New York; and

         (iii) permit Holders to withdraw tendered Senior Notes at any time
prior to the close of business, New York time, on the last business day on which
the Exchange Offer shall remain open.
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         As soon as practicable after the close of the Exchange Offer or the
Private Exchange, as the case may be, the Company and the Guarantors shall:

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

         (ii) deliver to the Trustee for cancellation all Senior Notes so
accepted for exchange; and

         (iii) cause the Trustee to authenticate and deliver promptly to each
Holder of Senior Notes, Exchange Notes or Private Exchange Notes, as the case
may be, equal in principal amount to the Senior Notes of such Holder so accepted
for exchange.

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

         (c) If (1) prior to the consummation of the Exchange Offer, the
Company, the Guarantors or Holders of at least a majority in aggregate principal
amount of the Registrable Notes reasonably determine in good faith that (i) the
Exchange Notes would not, upon receipt, be tradeable by such Holders which are
not affiliates (within the meaning of the Securities Act) of the Company without
restriction under the Securities Act and without restrictions under applicable
state securities laws, (ii) the interests of the Holders under this Agreement
would be adversely affected by the consummation of the Exchange Offer or (iii)
after conferring with counsel, the SEC is unlikely to permit the consummation of
the Exchange Offer prior to the Effectiveness Date, (2) within 10 days after the
consummation of the Private Exchange, any holder of the Private Exchange Notes
so requests, (3) the Exchange Offer is not consummated within 165 days of the
Issue Date, (4) because of any change in law or applicable interpretations
thereof by the Commission's staff, the Company or any of the Guarantors
determines that it is not permitted to effect the Exchange Offer as contemplated
by this Section 2, (5) any applicable laws or applicable interpretations do not
permit any Holder (including an Initial Purchaser) to participate in such
Exchange Offer, or (6) any Holder that participates in the Exchange Offer (other
than a Participating Broker-Dealer) does not receive freely tradeable Exchange
Notes in exchange for Senior Notes (such non-freely tradeable Exchange Notes
shall continue to be considered Registrable Notes hereunder), then the Company
and the Guarantors shall promptly deliver to the affected Holders and the
Trustee written notice thereof (the "Shelf Notice") and shall file an Initial
Shelf Registration pursuant to Section 3. Following the delivery of a Shelf
Notice to the Holders of Registrable Notes (in the circumstances
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contemplated by clauses (1) and (3) of the preceding sentence), the Company and
the Guarantors shall not have any further obligation to conduct the Exchange
Offer or the Private Exchange under this Section 2.

3.       Shelf Registration

         If a Shelf Notice is delivered as contemplated by Section 2(c), then:

         (a) Initial Shelf Registration. The Company and the Guarantors shall,
as promptly as practicable, prepare and file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Notes (the "Initial Shelf Registration"). If the
Company and the Guarantors shall have not yet filed an Exchange Registration
Statement, the Company and the Guarantors shall use their best efforts to file
with the SEC the Initial Shelf Registration on or prior to the Filing Date. In
any other instance, the Company and the Guarantors shall file with the SEC the
Initial Shelf Registration within 30 days of the delivery of the Shelf Notice.
The Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by such Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Company and the Guarantors shall not permit
any securities other than the Registrable Notes to be included in the Initial
Shelf Registration or any Subsequent Shelf Registration (as defined below). The
Company and the Guarantors shall use their best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the 60th day after filing the same and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is three
years from the date on which such Initial Shelf Registration is declared
effective (subject to extension pursuant to the last paragraph of Section 5
hereof) (the "Effective Period"), or such shorter period ending when (i) all
Registrable Notes covered by the Initial Shelf Registration have been sold in
the manner set forth and as contemplated in the Initial Shelf Registration or
(ii) a Subsequent Shelf Registration covering all of the Registrable Notes has
been declared effective under the Securities Act.

         (b) Subsequent Shelf Registration. If the Initial Shelf Registration or
any Subsequent Shelf Registration ceases to be effective for any reason at any
time during the Effectiveness Period (prior to the sale of all of the securities
registered thereunder), the Company and the Guarantors shall use their best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend the Shelf Registration in a manner reasonably expected to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional "shelf" Registration Statement pursuant to Rule 415 covering all
of the Registrable Notes (a "Subsequent Shelf Registration"). If a Subsequent
Shelf Registration is filed, the Company and the Guarantors shall use their best
efforts to cause the Subsequent Shelf Registration to be declared effective as
soon as practicable after such filing and to keep such Registration Statement
continuously effective during the Effectiveness Period. As used herein the term
"Shelf Registration" means the Initial Shelf Registration and any Subsequent
Shelf Registration.
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         (c) Supplements and Amendments. The Company and the Guarantors shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter(s) of such
Registrable Notes.

4.       AdditionaL Interest

         (a) The Company, the Guarantors and the Initial Purchasers agree that
the Holders of Registrable Notes will suffer damages if the Company and the
Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof
and that it would not be feasible to ascertain the extent of such damages with
precision. Accordingly, the Company agrees to pay additional interest on the
Senior Notes ("Additional Interest") under the circumstances set forth below:

                  If (i) (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is filed within 45 days after the
                  Issue Date or (B) notwithstanding that the Company has
                  consummated or will consummate an Exchange Offer, the Company
                  is required to file an Initial Shelf Registration and such
                  Initial Shelf Registration is not filed on or prior to the
                  date required by Section 3(a) hereof;

                  (ii) (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is declared effective within 135
                  days after the Issue Date or (B) notwithstanding that the
                  Company has consummated or will consummate an Exchange Offer,
                  the Company is required to file an Initial Shelf Registration
                  and such Initial Shelf Registration is not declared effective
                  by the SEC on or prior to the 60th day following the date such
                  Initial Shelf Registration was filed; or

                  (iii) either (A) the Company has not exchanged the Exchange
                  Notes for all Senior Notes validly tendered in accordance with
                  the terms of the Exchange Offer on or prior to 31 days after
                  the date on which the Exchange Registration Statement is
                  declared effective under the Securities Act (or, if not a
                  Business Day, on the next Business Day thereafter) or (B) the
                  Exchange Registration Statement ceases to be effective at any
                  time prior to the time that the Exchange Offer is consummated
                  or (C) if applicable, the Shelf Registration has been declared
                  effective and such Shelf Registration ceases to be effective
                  at any time prior to the earlier of the disposition of the
                  Senior Notes covered by the Initial Shelf Registration or the
                  third anniversary of its effective date:

(each such event referred to in clauses (i) through (iii) above is a
"Registration Default"), the sole remedy available to holders of the Senior
Notes will be the immediate assessment and accrual (commencing on the date of
the Registration Default) of Additional Interest as follows: (x) the per annum
interest rate on the Senior Notes will increase by 50 basis points; and (y) the
per annum interest rate will increase by an additional 25 basis points for each
subsequent
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90-day period during which the Registration Default remains uncured, up to a
maximum additional interest rate of 200 basis points per annum in excess of the
interest rate set forth on the cover page of the &W Offering Memorandum relating
to the Senior Notes, provided that (1) upon the filing of the Exchange
Registration Statement and/or the Initial Shelf Registration (in the case of (i)
above), (2) upon the effectiveness of the Exchange Registration Statement and/or
an Initial Shelf Registration (in the case of (ii) above) or (3) upon the
exchange of Exchange Notes for all Senior Notes tendered (in the case of (iii)
(A) above), or upon the effectiveness of the Exchange Registration Statement
which had ceased to remain effective (in the case of (iii) (B) above), or upon
the effectiveness of the Shelf Registration which had ceased to remain effective
(in the case of (iii) (C) above), Additional Interest on the Senior Notes as a
result of such clause (i), (ii) or (iii) (or the relevant subclause thereof), as
the case may be, shall cease to accrue and the interest rate on the Senior Notes
will revert to the interest rate originally home by the Senior Notes unless and
until a subsequent Registration Default shall occur.

         (b) The Company shall notify the Trustee within one business day after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Any amounts of Additional
Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be
payable in cash semi-annually on each May 1 and November 1 (to the Holders of
record on the April 15 and October 15 immediately preceding such dates),
commencing with the first such date occurring after any such Additional Interest
commences to accrue by depositing with the Trustee, in trust for the benefit of
such Holders, immediately available funds in sums sufficient to pay such
Additional Interest. The amount of Additional Interest with respect to each
Senior Note will be determined by multiplying the applicable Additional Interest
rate by the principal amount of such Senior Note, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.

5.       Registration Procedures

         In connection with the registration of any Registrable Notes pursuant
to Section 2 or 3 hereof, the Company and the Guarantors shall effect such
registrations to permit the sale of such Registrable Notes in accordance with
the intended method or methods of disposition thereof, and pursuant thereto the
Company and Guarantors shall:

         (a) Prepare and file with the SEC, on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2 or
3, and to use their best efforts to cause each such Registration Statement to
become effective and remain effective as provided herein, provided that, if (1)
such filing is pursuant to Section 3, or (2) a Prospectus contained in an
Exchange Registration Statement filed pursuant to Section 2 is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall, if requested, furnish
<PAGE>   12
to and afford the Holders of the Registrable Notes and each such Participating
Broker-Dealer, as the case may be, covered by such Registration Statement, their
counsel and the managing underwriters), if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be filed
(at least 10 business days prior to such filing). Neither the Company nor any of
the Guarantors shall file any Registration Statement or Prospectus or any
amendments or supplements thereto in respect of which the Holders must be
afforded an opportunity to review prior to the filing of such document, if the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement, or such Participating Broker-Dealer, as
the case may be, their counsel, or the managing underwriter(s), if any, shall
reasonably object.

         (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Registration Statement, as the
case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any
prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to them with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being
sold by a Participating Broker-Dealer covered by any such Prospectus; the
Company shall be deemed not to have used its best efforts to keep a Registration
Statement effective during the Applicable Period if it voluntarily takes any
action that would result in selling Holders of the Registrable Notes covered
thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being
able to sell such Registrable Notes or such Exchange Notes during that period
unless such action is required by applicable law or unless the Company complies
with this Agreement, including without limitation, the provisions of clause
5(c)(v) below.

         (c) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriter(s), if any, promptly (but in any event within two business days),
and confirm such notice in writing, (i) when a Prospectus or any prospectus
supplement or post-effective amendment thereto has been filed, and, with respect
to a Registration Statement or any post-effective amendment thereto, when the
same has become effective (including in such notice a written statement that any
Holder may, upon request, obtain, without charge, one confined copy of such
Registration Statement or post-effective amendment thereto including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the
<PAGE>   13
effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary Prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a Prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes the representations and warranties of the Company contained in
any agreement (including any underwriting agreement) contemplated by Section
5(n) below cease to be true and correct, (iv) of the receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the
Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in, or amendments or supplements to,
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and (vi) the Company's reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate.

         (d) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible moment.

         (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriter(s), if any, or the Holders of a majority
in aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment thereto such information as the managing
underwriter(s), if any, or such Holders reasonably request to be included
therein, (ii) make all required filings of such Prospectus supplement or such
post-effective amendment thereto as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment thereto and (iii) supplement or make
amendments to such Registration Statement.
<PAGE>   14
         (f) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes and to
each such Participating Broker-Dealer who so requests and to counsel and the
managing underwriter(s), if any, without charge, one conformed copy of the
Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

         (g) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, deliver to each selling Holder of Registrable Notes, or each
such Participating Broker-Dealer, as the case may be, their counsel, and the
managing underwriter or underwriters, if any, without charge, as many copies of
the Prospectus or Prospectuses (including each form of preliminary Prospectus)
and each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the
last paragraph of this Section 5, the Company and the Guarantors hereby consent
to the use of such Prospectus and each amendment or supplement thereto by each
of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the managing underwriter or underwriters
or agents, if any, and dealers (if any), in connection with the offering and
sale of the Registrable Notes covered by or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to such Prospectus and any
amendment or supplement thereto.

         (h) Prior to any public offering of Registrable Notes or any delivery
of a Prospectus contained in the Exchange Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, to use its best efforts to register or qualify, and to
cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes for offer and sale
under the securities Or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, Participating Broker-Dealer, or the managing
underwriter or underwriters, if any, reasonably request in writing, provided
that where Exchange Notes held by Participating Broker-Dealers or Registrable
Notes are offered other than through an underwritten offering, the Company
agrees to cause its counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Exchange Notes
held by Participating Broker-Dealers or the Registrable
<PAGE>   15
Notes covered by the applicable Registration Statement; provided that the
Company shall not be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) subject itself to taxation in excess of a nominal
dollar amount in any such jurisdiction.

         (i) If a Shelf Registration is filed pursuant to Section 3, cooperate
with the selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates shall
not bear any restrictive legends and shall be in a form eligible for deposit
with The Depository Trust Company; and enable such Registrable Notes to be in
such denominations and registered in such names as the managing underwriter or
underwriters, if any, or Holders may reasonably request and which are consistent
with the terms of the indenture under which the Registrable Notes are issued.

         j) Use its best efforts to cause the Registrable 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 managing underwriter or underwriters, if any, to
consummate the disposition of such Registrable Notes, except as may be required
solely as a consequence of the nature of such selling Holder's business, in
which case the Company will cooperate in all reasonable respects with the filing
of such Registration Statement and the granting of such approvals.

         (k) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) above, as promptly as reasonably practicable prepare and
(subject to Section 5(a) above) file with the SEC, at the expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

         (l) Use its best efforts to cause the Registrable Notes covered by a
Registration Statement or the Exchange Notes, as the case may be, to be rated
with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement or the Exchange Notes, as the case may be, or the
managing underwriter or underwriters, if any.
<PAGE>   16
         (m) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with printed
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Notes.

         (n) In connection with an underwritten offering of Registrable Notes
pursuant to a Shelf Registration, assist the underwriters in connection with
marketing of the Registrable Notes to potential investors and enter into an
underwriting agreement as is customary in underwritten offerings of debt
securities similar to the Senior Notes and take all such other actions as are
reasonably requested by the managing underwriter(s), if any, in order to
expedite or facilitate the registration or the disposition of such Registrable
Notes, and in such connection, (i) make such representations and warranties to
the managing underwriter or underwriters on behalf of any underwriters, with
respect to the business of the Company and its subsidiaries, the Guarantors, the
Guarantee and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Company and updates thereof in form and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the managing underwriter or underwriters covering the matters customarily
covered in opinions requested in underwritten offerings of debt securities and
such other matters as may be reasonably requested by underwriters; (iii) obtain
"cold comfort" letters and updates thereof in form and substance reasonably
satisfactory to the managing underwriter or underwriters 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 the managing underwriter or underwriters on behalf of
any underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of debt securities and such other matters as reasonably
requested by the managing underwriter or underwriters; (iv) furnish such other
closing documents and certificates as may be reasonably requested by the
underwriters; and (v) if an underwriting agreement is entered into, the same
shall contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 hereof (or such other provisions and procedures
acceptable to Holders of a majority in aggregate principal amount of Registrable
Notes covered by such Registration Statement and the managing underwriter or
underwriters or agents) with respect to all parties to be indemnified pursuant
to said Section. The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

         (o) If (1) a Shelf Registration is filed pursuant to Section 3, or (2)
a Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Registrable Notes being sold, or each such Participating Broker-Dealer, as the
<PAGE>   17
case may be, the managing underwriter or underwriters participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be (collectively, the "Inspectors"), at the
offices where normally kept, during reasonable business hours, all financial and
other records, pertinent corporate documents and properties of the Company, the
Guarantors and their respective subsidiaries (collectively, the "Records") as
shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company, the Guarantors and their respective subsidiaries to supply all
information in each case reasonably requested by any such Inspector in
connection with such Registration Statement.

         (p) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a), as the case may be, to be qualified
under the TIA not later than the effective date of the Exchange Registration
Statement or the first Registration Statement relating to the Registrable Notes;
and in connection therewith, cooperate with the trustee under any such indenture
and the Holders of the Registrable Notes, to effect such changes to such
indenture as may be required for such indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its best efforts to cause such
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 such
indenture to be so qualified in a timely manner.

         (q) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earnings statements satisfying
the provisions of Section I l(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm commitment
or best efforts underwritten offering and (ii) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company and the Guarantors after the effective date of a Registration Statement,
which statements shall cover said 12-month periods.

         (r) Upon consummation of an Exchange Offer or a Private Exchange,
obtain an opinion of counsel to the Company and the Guarantors, in a form
customary for underwritten offerings of debt securities similar to the Senior
Notes, addressed to the Trustee for the benefit of all Holders of Registrable
Notes participating in the Exchange Offer or the Private Exchange, as the case
may be, and which includes an opinion that (i) the Company has duly authorized,
executed and delivered the Exchange Notes and Private Exchange Notes and the
related indenture and (ii) each of the Exchange Notes or the Private Exchange
Notes, as the case may be, and related indenture constitute a legal, valid and
binding obligation of the Company and each of the Guarantors, enforceable
against the Company and each of the Guarantors in accordance with its respective
terms (with customary exceptions).
<PAGE>   18
         (s) If an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Re le Notes by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be, the Company shall mark, or cause to
be marked, on such Registrable Notes that such Registrable Notes are being
canceled in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be; and, in no event shall such Registrable Notes be marked as paid
or otherwise satisfied.

         (t) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and the managing underwriter(s), if any, participating in
the disposition of such Registrable Notes and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. (the "NASD").

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

         The Company and the Guarantors may require each seller of Registrable
Notes or Participating Broker-Dealer as to which any registration is being
effected to furnish to the Company and the Guarantors such information regarding
such seller or Participating Broker-Dealer and the distribution of such
Registrable Notes or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, as the Company and the Guarantors may, from
time to time, reasonably request. The Company and the Guarantors may exclude
from such registration the Registrable Notes of any seller or Participating
Broker-Dealer who unreasonably fails to furnish such information within a
reasonable time after receiving such request.

         Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes to be sold by
such Participating Broker-Dealer, as the case may be, that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi), such Holder will forthwith
discontinue disposition of such Registrable Notes covered by such Registration
Statement or Prospectus or Exchange Notes to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
5(k), or until it is advised in writing (the "Advice") by the Company that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto. In the event the Company shall give any such
notice, the Applicable Period and the Effective Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each seller of Registrable Notes
covered by such Registration Statement or Exchange Notes to be sold by such
Holder or Participating Broker-Dealer, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) or (y) the
Advice.
<PAGE>   19
6.       Registration Expenses

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company and the Guarantors shall be borne by the
Company and the Guarantors whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation, (i)
all registration and filing fees (including, without limitation, (A) fees with
respect to flags required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the Holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h), in the case of
Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer
during the Applicable Period)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange
Notes in a form eligible for deposit with The Depository Trust Company and of
printing Prospectuses if the printing of Prospectuses is reasonably requested by
the managing underwriter or underwriters, if any, or, in respect of Registrable
Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, by the Holders of a majority in aggregate principal amount of
the Registrable Notes included in any Registration Statement or of such Exchange
Notes, as the case may be), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company and the Guarantors and
fees and disbursements of special counsel for the sellers of Registrable Notes
(subject to the provisions of Section 6(b)), (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(n)(iii)
(including, without limitation, the expenses of any special audit and "cold
comfort" letters required by or incident to such performance), (vi) rating
agency fees, (vii) Securities Act liability insurance, if the Company or any
Guarantor desires such insurance, (viii) fees and expenses of the Trustee, (ix)
fees and expenses of all other Persons retained by the Company or any Guarantor,
(x) internal expenses of the Company and the Guarantors (including, without
limitation, all salaries and expenses of officers and employees of the Company
and the Guarantors performing legal or accounting duties), (xi) the expense of
any annual audit, (xii) the fees and expenses incurred in connection with any
listing of the securities to be registered on any securities exchange if the
Company elects to list any such securities and (xiii) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, securities sales agreements, indentures and any other
documents necessary in order to comply with this Agreement.

         (b) In connection with any Shelf Registration hereunder, the Company
and the Guarantors shall reimburse the Holders of the Registrable Notes being
registered in such registration for the reasonable fees and disbursements (which
fees and disbursements shall not in any event exceed $25,000), of not more than
one counsel (in addition to appropriate local counsel) chosen by the Holders of
a majority in aggregate principal amount of the Registrable Notes to be included
in such Registration Statement and other reasonable out-of-pocket
<PAGE>   20
expenses of the Holders of Registrable Notes incurred in connection with the
registration of the Registrable Notes. Neither the Company nor the Guarantors
shall have any obligation to pay any underwriting fees, discounts or commissions
attributable to the sale of Registrable Securities.

7.       Indemnification

         (a) The Company and the Guarantors, jointly and severally agree and
covenant to indemnify and hold harmless each Holder of Registrable Notes and
each Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, the officers, directors, employees, affiliates and agents of each such
person, and each person, if any, who controls any such person within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a "Participant"), from and against any and all losses, claims, expenses,
damages and liabilities (including, without limitation, the investigative, legal
and other expenses reasonably incurred in connection with and any amount paid in
settlement of any suit, investigation, appearance, action or proceeding (between
any parties to this agreement or between any party to this agreement and any
third party or otherwise) or any claim asserted) (collectively "Losses") caused
by, arising out of or based upon any untrue statement or alleged untrue
statement of a fact contained in any Registration Statement or Prospectus (as
amended or supplemented if the Company and the Guarantors shall have furnished
any amendments or supplements thereto), any preliminary Prospectus or any
document filed with the SEC or any state securities authorities, or caused by,
arising out of or based upon any omission or alleged omission to state therein a
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such Losses are caused by any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Participant or underwriter furnished
to the Company and the Guarantors in writing by such Participant or underwriter
expressly for use therein. Any expenses for which a Participant is entitled to
indemnification hereunder shall be reimbursed by the Company and the Guarantors
as they are incurred by the Participant.

         (b) Each Participant will be required to agree, severally and not
jointly, to indemnify and hold harmless the Company and the Guarantors, their
directors, officers, employees, affiliates and agents and each person who
controls any such person within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company and the Guarantors to each Participant, but only with reference
to information relating to such Participant furnished to the Company in writing
by such Participant expressly for use in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary Prospectus.
The liability of any Participant under this paragraph (b) shall in no event
exceed the proceeds received by such Participant from sales of Registrable Notes
giving rise to such obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either
paragraph (a) or (b) of this Section 7, such
<PAGE>   21
person (the "Indemnified Person") shall promptly notify the person or persons
against whom such indemnity may be sought (the "Indemnifying Person") in writing
provided, however, that the failure so to notify the Indemnifying Person shall
not relieve the Indemnifying Person from any obligation or liability except to
the extent that the Indemnifying Person have been prejudiced materially by such
failure. The Indemnifying Person shall have the right, exercisable by giving
written notice to an Indemnified Person promptly after the receipt of written
notice from such Indemnified Person of such Proceeding, to assume, at the
Indemnifying Person's expense, the defense of any such Proceeding, with counsel
reasonably satisfactory to such Indemnified Person; provided, however, that an
Indemnified Person or Persons (if more than one such Indemnified Person is named
in any Proceeding) shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person or Persons
unless: (1) the Indemnifying Person agrees to pay such fees and expenses; or (2)
the Indemnifying Person fails promptly to assume the defense of such Proceeding
or fail to employ counsel reasonably satisfactory to such Indemnified Person or
Persons; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Person and the Indemnifying
Person or an Affiliate of the Indemnifying Person and such Indemnified Person,
and the Indemnified Person shall have been advised by counsel that there may be
one or more legal defenses available to such Indemnified Person that are
different from or additional to those available to the Indemnifying Person, in
which case, if such Indemnified Person notifies the Indemnifying Person in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Person, the Indemnifying Person shall not have the right to assume
the defense thereof with respect to the Indemnified Person and such counsel
shall be at the expense of the Indemnifying Person, it being understood,
however, that the Indemnifying Person shall not, in connection with any one such
Proceeding or separate but substantially similar or related Proceedings in the
same jurisdiction, arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such Indemnified
Person or Persons, or for fees and expenses that are not reasonable. No
Indemnified Person or Persons will settle any Proceeding without the consent of
the Indemnifying Person or Persons (but such consent shall not be unreasonably
withheld). No Indemnifying Person shall, without the prior written consent of
the Indemnified Person, effect any settlement of any pending or threatened
Proceeding in respect of which any Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement includes an unconditional release of such Indemnified
Person from all liability or claims that are the subject of such Proceeding.

         (d) If for any reason the indemnification provided for in paragraphs
(a) and (b) of this Section 7 is unavailable to an Indemnified Person or
insufficient to hold it entirely harmless in respect of any Losses referred to
therein, then each Indemnifying Person under such paragraphs, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such Losses in such
proportion as is appropriate to reflect the relative fault of the Company and
the Guarantors on the one hand and the Participants on the other in connection
with the statements
<PAGE>   22
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 and the Guarantors on the one hand and the Participants 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 and the
Guarantors or by the Participants and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         (e) The parties shall agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the Losses referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any reasonable legal or other expenses actually
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall a Participant be required to contribute any amount
in excess of the amount by which proceeds received by such Participant from
sales of Registrable Notes or Exchange Notes exceeds the amount of any damages
that such Participant 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 II (f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

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

8.       Rules 144 and 144A

         The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner and, if at any time
the Company is not required to file such reports, it will, upon the request of
any Holder of Registrable Notes, make publicly available other information of a
like nature until no longer necessary to permit sales pursuant to Rule 144 or
Rule 144A. The Company further covenants that so long as any Registrable Notes
remain outstanding to make available to any Holder of Registrable Notes in
connection with any sale thereof, the information required by Rule 144A(d)(4)
under: the Securities Act in order to permit resales of such Registrable Notes
pursuant to (a) such Rule 144A, or (b) any similar rule or regulation hereafter
adopted by the SEC.
<PAGE>   23
9.       Underwritten Registrations

         If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Company.

         No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable 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 questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

10.      Miscellaneous

         (a) Remedies. In the event of a breach by the Company or any Guarantor
of any of its obligations under this Agreement, other than the occurrence of an
event which requires payment of Additional Interest, each Holder of Registrable
Notes, in addition to being entitled to exercise all rights provided herein, in
the Indenture or, in the case of the Initial Purchasers, in the Purchase
Agreement or granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and the
Guarantor agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

         (b) Enforcement. The Trustee shall be authorized to enforce the
provisions of this Agreement for the ratable benefit of the Holders.

         (c) No Inconsistent Agreements. The Company and the Guarantors do not
have, as of the date hereof, and the Company and the Guarantors shall not, after
the date of this Agreement, enter into any agreement with respect to any of its
securities that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of the Guarantors has entered and will not
enter into any agreement with respect to any of its securities which, will grant
to any Person piggyback rights with respect to a Registration Statement.

         (d) Adjustments Affecting Registrable Notes. The Company and the
Guarantors shall not, directly or indirectly, take any action with respect to
the Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.
<PAGE>   24
         (e) 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 and the Guarantors have obtained the written consent
of Holders of at least a majority of the then outstanding aggregate principal
amount of Registrable Notes. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Notes whose securities are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Notes may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Notes being sold by such Holders pursuant to
such Registration Statement, provided that the provisions of this sentence may
not be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence.

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

                  (i) if to a Holder of Registrable Notes, at the most current
address given by the Trustee to the Company; and

                  (ii) if to the Company or any Guarantor, Unison Healthcare
Corporation, 7272 East Indian School Road, Suite 214 Scottsdale, AZ, 85251,
Attention: Chief Financial Officer, with a copy to Quarles & Brady, One East
Camelback Road, Suite 400, Phoenix, AZ 85012, Attention: P. Robert Moya.

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

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

         (g) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Registrable Notes.

         (h) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
<PAGE>   25
         (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

         (k) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalid, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.

         (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final expression of
their agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein.

         (m) Registrable Notes Held by the Company or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be deemed outstanding for such purpose and shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

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

                                       UNISON HEALTHCARE CORPORATION



                                       By: /s/ Jerry M. Walker
                                          -------------------------------------
                                          Name:  Jerry M. Walker
                                          Title:  President and C.E.O.
<PAGE>   26
                                       CIBC WOOD GUNDY SECURITIES CORP.



                                       By: /s/ John J. Navin
                                          -------------------------------------
                                          Name:  John J. Navin
                                          Title:  Director


                                       CRUTTENDEN ROTH INCORPORATED



                                       By: /s/ Edward J. Hall
                                          -------------------------------------
                                          Name:  Edward J. Hall
                                          Title: Chief Financial Officer


                                       WHEAT, FIRST SECURITIES, INC.



                                       By: /s/ Robert G. Wilson
                                          -------------------------------------
                                          Name:
                                          Title:


                                       QUEST PHARMACIES, INC.
                                         an Arizona corporation


                                       /s/ Phillip R. Rollins
                                       ----------------------------------------
                                       Phillip R. Rollins
                                       Vice President for the above subsidiary 
                                       of Unison HealthCare Corporation
<PAGE>   27
                                       SUNBELT THERAPY MANAGEMENT
                                         SERVICES, INC.
                                         an Arizona corporation


                                       /s/ Phillip R. Rollins
                                       ----------------------------------------
                                       Phillip R. Rollins
                                       Secretary for the above subsidiary of 
                                       Unison HealthCare Corporation


                                       DECATUR SPORTS FIT & WELLNESS
                                         CENTER, INC.
                                         an Alabama corporation
                                       THERAPY HEALTH SYSTEMS, INC.
                                         a Mississippi corporation
                                       HENDERSON & ASSOCIATES
                                         REHABILITATION, INC.
                                         an Alabama corporation
                                       SUNBELT THERAPY MANAGEMENT
                                         SERVICES, INC.
                                         an Alabama corporation


                                       /s/ Phillip R. Rollins
                                       ----------------------------------------
                                       Phillip R. Rollins
                                       Secretary for the above subsidiaries of
                                       Unison HealthCare Corporation
<PAGE>   28
<TABLE>
<CAPTION>
<S>                                         <C>
SUNQUEST SPC, INC.                          CHRISTOPHER NURSING
  an Arizona corporation                      CENTER, INC.
BRITWILL HEALTHCARE COMPANY                 a Colorado corporation 
  a Delaware corporation                    AMBERWOOD COURT, INC.
BRITWILL INVESTMENTS - I, INC.              a Colorado corporation
  a Delaware corporation                    THE ARBORS HEALTH CARE
BRITWILL INVESTMENTS - 11, INC.              CENTER, INC.
  a Delaware corporation                     an Arizona corporation
BRITWILL FUNDING CORPORATION                LOS ARCOS, INC.
  a Delaware corporation                      a Colorado corporation
EMORY CARE CENTER, INC.                     PUEBLO NORTE, INC.
  a Texas corporation                         a Colorado corporation
MEMPHIS CLINICAL                            RIO VERDE NURSING CENTER, INC.
LABORATORY, INC.                              a Colorado corporation
  a Tennessee corporation                   SIGNATURE MANAGEMENT
AMERICAN PROFESSIONAL                        GROUP, INC.
  HOLDINGS, INC.                              a Colorado corporation
  an Utah corporation                       CORNERSTONE CARE, INC.
AMPRO MEDICAL SERVICES, INC.                  a Colorado corporation
  a Texas corporation                       ARKANSAS, INC.
GAMMA LABORATORIES, INC.                      a Colorado corporation
  a Missouri corporation                    DOUGLAS MANOR, INC.
SIGNATURE HEALTH CARE                         a Colorado corporation
  CORPORATION                               SAFFORD CARE, INC.
  a Delaware corporation                      a Colorado corporation
BROOKSHIRE HOUSE, INC.                      REHABWEST, INC.
  a Colorado corporation                      a Colorado corporation
</TABLE>



                           /s/ Jerry M. Walker
                           ---------------------------------------------
                           Jerry M. Walker
                           President for the above subsidiaries of
                           Unison HealthCare Corporation