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                                                                     Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

          This REGISTRATION RIGHTS AGREEMENT is dated as of August 10, 2005 (the
"Agreement"), by and among Stanley-Martin Communities, LLC, a Delaware limited
liability company (the "Company"), and Stanley-Martin Financing Corp., a
Delaware corporation (the "Co-Issuer"), the guarantors listed in Schedule 1
hereto (the "Guarantors", and together with the Company and the Co-Issuer, the
"Issuers") on the one hand, and Wachovia Capital Markets, LLC (the "Initial
Purchaser"), on the other hand.

          The Company, the Co-Issuer, the Guarantors and the Initial Purchaser
are parties to the Purchase Agreement dated August 3, 2005 (the "Purchase
Agreement"), which provides for the sale by the Company and the Co-Issuer to the
Initial Purchaser of $150,000,000 aggregate principal amount of 9-3/4% Senior
Subordinated Notes due 2015 of the Company and the Co-Issuer (the "Notes")
guaranteed on an unsecured senior subordinated basis by the Guarantors (the
"Guarantees"). References herein to the "Securities" refer to the Notes and the
Guarantees collectively. In order to induce the Initial Purchaser to enter into
the Purchase Agreement, the Issuers have agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial Purchaser and
any subsequent holder or holders of the Securities. The execution and delivery
of this Agreement is a condition to the Initial Purchaser's obligation under the
Purchase Agreement.

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

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

          "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which banking institutions in New York are authorized or required by law
to remain closed.

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

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

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

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

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

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          "Exchange Offer" shall mean the exchange offer by the Company, the
Co-Issuer and the Guarantors of Exchange Securities for Registrable Securities
pursuant to Section 2(a) hereof.

          "Exchange Offer Registration" shall mean a registration under the
Securities 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 any
document incorporated by reference therein.

          "Exchange Securities" shall mean senior subordinated notes issued by
the Company and the Co-Issuer and guaranteed by the Guarantors under the
Indenture containing terms identical to the Securities (except that the Exchange
Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

          "Guarantors" shall have the meaning set forth in the preamble and
shall also include any Guarantor's successors and each other party that
guarantees or is required to guarantee the Notes pursuant to the Indenture.

          "Holders" shall mean the Initial Purchaser, for so long as it owns any
Registrable Securities, and its successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term
"Holders" shall include Participating Broker-Dealers.

          "Initial Purchaser" shall have the meaning set forth in the preamble.

          "Indenture" shall mean the Indenture relating to the Securities dated
as of August 10, 2005 among the Issuers and The Bank of New York, as trustee,
and as the same may be amended or supplemented from time to time in accordance
with the terms thereof.

          "Inspector" shall have the meaning set forth in Section 3(m).

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities owned
directly or indirectly by the Company, the Co-Issuer or any of their respective
affiliates shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount.


                                        2

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

          "Person" shall mean an individual, partnership, limited liability
company, 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, 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 Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.

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

          "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Issuers 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 (including reasonable fees and disbursements of one counsel in each
appropriate jurisdiction for any Underwriters or Holders in connection with blue
sky qualification of any Exchange Securities or Registrable Securities), (iii)
all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Issuers and, in the case of a Shelf Registration Statement,
the fees and disbursements of one counsel for the Holders (which counsel shall
be selected by the Holders of a majority in principal amount of the Registrable
Securities being sold and which counsel may also be counsel for the Initial
Purchaser) and (viii) the fees and disbursements of the independent public
accountants of the Issuers, including the expenses of any special audits or
"comfort" letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting


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<PAGE>

discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.

          "Registration Statement" shall mean any registration statement of the
Company, the Co-Issuer and the Guarantors that covers any of the Exchange
Securities or Registrable Securities 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 any document incorporated by
reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

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

          "Shelf Effectiveness Period" shall have the meaning set forth in
Section 2(b) hereof.

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

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuers that covers all or a portion of the Registrable
Securities (but no other securities unless approved by the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the Securities 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 any
document incorporated by reference therein.

          "Staff" shall mean the staff of the SEC.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

          "Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

          "Underwriter" shall have the meaning set forth in Section 3 hereof.

          "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.


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          2. Registration Under the Securities Act. (a) To the extent not
prohibited by any applicable law or applicable interpretations of the Staff, the
Issuers shall (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities and (ii) use their reasonable best efforts to (x) cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act, (y) have such Exchange Offer Registration Statement remain
effective until the closing of the Exchange Offer and (z) cause the Exchange
Offer to be consummated not later than 250 days following the Closing Date.

          The Issuers shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents
to each Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:

          (i)  that the Exchange Offer is being made pursuant to this Agreement
               and that all Registrable Securities validly tendered and not
               properly withdrawn will be accepted for exchange;

          (ii) the dates of acceptance for exchange (which shall be a period of
               at least 20 Business Days including the date such notice is
               mailed) (the "Exchange Dates");

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

          (iv) that any Holder electing to have a Registrable Security exchanged
               pursuant to the Exchange Offer will be required to surrender such
               Registrable Security, together with the appropriate letters of
               transmittal and any other appropriate required accompanying
               documents, to the institution and at the address (located in the
               Borough of Manhattan, The City of New York) and in the manner
               specified in the notice, prior to the expiration date and time of
               the Exchange Offer; and

          (v)  that any Holder will be entitled to withdraw its election, not
               later than the expiration date and time of the Exchange Offer, by
               sending to the institution and at the address (located in the
               Borough of Manhattan, The City of New York) specified in the
               notice, a telegram, telex, facsimile transmission or letter
               setting forth the name of such Holder, the principal amount of
               Registrable Securities delivered for exchange and a statement
               that such Holder is withdrawing its election to have such
               Securities exchanged.


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<PAGE>

          As a condition to participating in the Exchange Offer, a Holder will
be required to represent to the Issuers that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at
the time of the commencement of the Exchange Offer it is not engaged in, does
not intend to engage in, and has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities in violation of the provisions of the Securities Act,
(iii) it is not an "affiliate" (within the meaning of Rule 405 under the
Securities Act) of the Company or the Co-Issuer or any Guarantor and (iv) if
such Holder is a broker-dealer that will receive Exchange Securities for its own
account in exchange for Registrable Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a
Prospectus in connection with any resale or other transfer of such Exchange
Securities.

          As soon as practicable after the last Exchange Date, the Issuers
shall:

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

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

          The Issuers shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange 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 (i) the Exchange Offer does
not violate any applicable law or applicable interpretations of the Staff, (ii)
no action or proceeding shall have been instituted or threatened in any court or
by any governmental agency which might materially impair the ability of the
Issuers to proceed with the Exchange Offer and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Issuers and (iii) all governmental approvals shall have been obtained, which
approvals the Issuers deem necessary for the consummation of the Exchange Offer.

          (b) In the event that (i) the Issuers determine that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be completed as soon as reasonably practicable after the last Exchange Date
because it would violate any applicable law or applicable interpretations of the
Staff or otherwise, (ii) the Exchange Offer is not for any other reason
completed by the 250th day following the Closing Date or (iii) any Holder
notifies the Issuers on or prior to the 30th day following the consummation of
the Exchange


                                        6

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Offer that (A) it is not permitted under law or SEC policy to participate in the
Exchange Offer, (B) it cannot publicly resell Exchange Securities that it
acquires in the Exchange Offer without delivering a Prospectus, and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for resales by such Holder or (C) it is a broker-dealer
and holds Registrable Securities that it has not exchanged and that it acquired
directly from the Issuers or one of their affiliates, then in addition to or in
lieu of conducting the Exchange Offer, the Issuers shall be required to file a
Shelf Registration Statement with the SEC to cover resales of the Registrable
Securities or the Exchange Securities, as the case may be. In that case, the
Issuers will use their reasonable best efforts to (a) file the Shelf
Registration Statement by the 60th day after they become obligated to make the
filing, (b) cause the Shelf Registration Statement to become effective by the
150th day after they become obligated to make the filing and (c) to maintain the
effectiveness of the Shelf Registration Statement during the Shelf Effectiveness
Period. In the event that the Issuers are required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (ii) of this
paragraph, but the Exchange Offer is subsequently completed, upon consummation
of the Exchange Offer the Company will no longer be required to file, have
declared effective or continue the effectiveness of the Shelf Registration
Statement pursuant to such clause (ii) (without prejudice to its obligations
under clause (i) or (iii) of this paragraph). In the event that the Issuers are
required to file a Shelf Registration Statement solely as a result of the
matters referred to in clause (iii) of this paragraph, the Issuers shall use
their reasonable best efforts to file and have declared effective by the SEC
both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities 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 Securities held by
any such Holder that has notified the Issuers pursuant to such clause (iii)
after completion of the Exchange Offer.

          In addition, in the event that the Initial Purchaser notifies the
Issuers on or prior to the 30th day following the consummation of the Exchange
Offer that it holds Registrable Securities (w) which are not already covered by
a Shelf Registration Statement, (x) which have not been exchanged pursuant to
the Exchange Offer, (y) which have not been resold by the Initial Purchaser, and
(z) that the Initial Purchaser acquired directly from the Issuers or one of
their affiliates, then in addition to conducting the Exchange Offer, the Issuers
shall either (at their option) (1) cause to be filed within 60 days after they
become obligated to make such filing, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and use
their reasonable best efforts to cause such Shelf Registration Statement to
become effective by the 150th day after they become obligated to make such
filing and maintain effectiveness of the Shelf Registration Statement during the
Shelf Effectiveness Period, or (2) consummate one additional Exchange Offer by
the 150th day following the Closing Date with respect to the Registrable
Securities not exchanged in the first Exchange Offer discussed above.


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<PAGE>

          The Issuers agree to use their reasonable best efforts to keep the
Shelf Registration Statement continuously effective until the earliest of (i)
two years from the Closing Date, (ii) the expiration of the period referred to
in Rule 144(k) under the Securities Act with respect to the Registrable
Securities covered by the Shelf Registration Statement or (iii) when all the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (the "Shelf Effectiveness
Period"); provided that the Issuers shall not be obligated to keep the Shelf
Registration Statement continuously effective if the Company determines, in its
reasonable judgment, that the continued effectiveness and usability of the
Registration Statement would interfere with any existing or prospective
financing, acquisition, corporate reorganization or other material business
situation, transaction or negotiation involving the Issuers or any of their
respective subsidiaries (a "Business Reason"), provided that the failure to keep
the Shelf Registration Statement effective and usable for offers and sales of
Registrable Securities due to a Business Reason pursuant to this proviso shall
last no longer than 60 days in any 12-month period. During the Shelf
Effectiveness Period, the Issuers further agree to supplement or amend the Shelf
Registration Statement and the related Prospectus if required by the rules,
regulations or instructions applicable to the registration form used by the
Company and the Co-Issuer for such Shelf Registration Statement or by the
Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use their reasonable
best efforts to cause any such amendment to become effective and such Shelf
Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company, the Co-Issuer and the Guarantors agree to furnish to
the Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

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

          In the event that either the Exchange Offer is not completed by the
250th day following the Closing Date or the Shelf Registration Statement, if
required hereby, is not declared effective on or prior to the applicable date
required herein (each, a "Target Registration Date"), the interest rate on the
Registrable Securities will be increased by (the "Additional Interest Amounts")
(i) 0.25% per annum for the first 90-day period immediately following the
applicable Target Registration Date and (ii) an additional 0.25% per annum with
respect to each subsequent 90-day period, in each case until the Exchange Offer
is completed or the Shelf Registration Statement, if required hereby, is
declared effective by the SEC or the Securities


                                        8

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become freely tradable under the Securities Act, up to a maximum of 1.00% per
annum of additional interest; provided that no Holder who is not entitled to the
benefits of a Shelf Registration Statement shall be entitled to receive
Additional Interest Amounts by reason of such Shelf Registration Statement not
being declared effective by its Target Registration Date and no Holder of
Registrable Securities constituting an unsold allotment from the original sale
of the Registrable Securities by the Company and the Co-Issuer to the Initial
Purchaser shall be entitled to Additional Interest Amounts by reason of the
Exchange Offer not being completed by its Target Registration Date.

          If the Shelf Registration Statement has been declared effective and
thereafter (after the Target Registration Date) either ceases to be effective or
the Prospectus contained therein ceases to be usable at any time during the
Shelf Effectiveness Period (whether for a Business Reason or otherwise), and
such failure to remain effective or usable exists for more than 60 days (whether
or not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by the Additional Interest Amounts (at
the rates and time periods set forth in the previous paragraph) commencing on
the 61st day in such 12-month period and ending on such date that the Shelf
Registration Statement has again been declared effective or the Prospectus again
becomes usable.

          (e) Without limiting the remedies available to the Initial Purchaser
and the Holders, the Issuers acknowledge that any failure by the Issuers to
comply with their obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Initial Purchaser 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 Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the Issuers' obligations under Section 2(a) and
Section 2(b) hereof.

          3. Registration Procedures. In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Issuers shall as
expeditiously as possible:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the Securities Act, which form (x) shall be selected
     by the Issuers, (y) shall, in the case of a Shelf Registration, be
     available for the sale of the Registrable Securities by the selling Holders
     thereof and (z) shall 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 reasonable best
     efforts to cause such Registration Statement to become effective and remain
     effective for the applicable period 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 in accordance
     with Section 2 hereof 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 Securities


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<PAGE>

     Act; and keep each Prospectus current during the period described in
     Section 4(3) of and Rule 174 under the Securities Act that is applicable to
     transactions by brokers or dealers with respect to the Registrable
     Securities or Exchange Securities;

          (c) in the case of a Shelf Registration, furnish to each selling
     Holder of Registrable Securities, to counsel for the Initial Purchaser, to
     counsel for such selling Holders and to each Underwriter of an Underwritten
     Offering of Registrable Securities, if any, without charge, as many copies
     of each Prospectus, including each preliminary Prospectus, and any
     amendment or supplement thereto, in order to facilitate the sale or other
     disposition of the Registrable Securities thereunder; and the Issuers
     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 Securities and any such Underwriters in connection with the
     offering and sale of the Registrable Securities covered by and in the
     manner described in such Prospectus or any amendment or supplement thereto
     in accordance with applicable law;

          (d) use their reasonable best efforts to register or qualify the
     Registrable Securities under all applicable state securities or blue sky
     laws of such jurisdictions as any Holder of Registrable Securities covered
     by a Registration Statement shall reasonably request in writing by the time
     the applicable Registration Statement is declared effective by the SEC;
     cooperate with the 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 that may be reasonably necessary or advisable
     to enable each such Holder to complete the disposition in each such
     jurisdiction of the Registrable Securities owned by such Holder; provided
     that the Issuers shall not be required to (i) qualify as a foreign
     corporation or other entity or as a dealer in securities in any such
     jurisdiction where it would not otherwise be required to so qualify, (ii)
     file any general consent to service of process in any such jurisdiction or
     (iii) subject itself to taxation in any such jurisdiction if it is not so
     subject;

          (e) promptly notify counsel to the Initial Purchaser and, in the case
     of a Shelf Registration, promptly notify each Holder of Registrable
     Securities and counsel for such Holders and, if requested by any such
     Holder or counsel, 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 any
     proceedings for that purpose, (iv) if, between the effective date of a
     Shelf Registration Statement and the closing of any sale of Registrable
     Securities covered thereby, the representations and warranties of any
     Issuer contained in any underwriting agreement, securities sales agreement
     or other similar agreement, if


                                       10

<PAGE>

     any, relating to an offering of such Registrable Securities cease to be
     true and correct in all material respects or if any Issuer receives any
     notification with respect to the suspension of the qualification of the
     Registrable Securities 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 that makes any
     statement made in such Shelf Registration Statement or the related
     Prospectus untrue in any material respect or that 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 any
     Issuer that a post-effective amendment to a Registration Statement would be
     appropriate;

          (f) use their reasonable best efforts 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 Securities covered by the related Shelf Registration Statement,
     without charge, at least one conformed copy of each Shelf Registration
     Statement and any post-effective amendment thereto (without any 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 Securities to facilitate the timely preparation and
     delivery of certificates representing Registrable Securities to be sold and
     not bearing any restrictive legends and enable such Registrable Securities
     to be issued in such denominations and registered in such names (consistent
     with the provisions of the Indenture) as the selling Holders may reasonably
     request at least one Business Day prior to the closing of any sale of
     Registrable Securities;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use their reasonable best
     efforts to prepare and file with the SEC a supplement or post-effective
     amendment to such Shelf 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 purchasers of the Registrable
     Securities, 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 the light of the circumstances under which they were
     made, not misleading; and the Issuers shall notify the Holders of
     Registrable Securities to suspend use of the Prospectus as promptly as
     practicable after the occurrence of such an event, and such Holders hereby
     agree to suspend use of the Prospectus until the Issuers have amended or
     supplemented the Prospectus to correct such misstatement or omission;


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          (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 or of any document that is to be
     incorporated by reference into a Registration Statement or a Prospectus
     after initial filing of a Registration Statement, provide copies of such
     document to the Initial Purchaser and its counsel (and, in the case of a
     Shelf Registration Statement, to the Holders of Registrable Securities
     covered by such Shelf Registration Statement and their counsel) and make
     such of the representatives of the Issuers as shall be reasonably requested
     by the Initial Purchaser or its counsel (and, in the case of a Shelf
     Registration Statement, the Holders of Registrable Securities covered by
     such Shelf Registration Statement or their counsel) available for
     discussion of such document; and the Issuers shall not, at any time after
     the initial filing of a Registration Statement, file any Prospectus, any
     amendment of or supplement to a Registration Statement or a Prospectus, or
     any document that is to be incorporated by reference into a Registration
     Statement or a Prospectus, of which the Initial Purchaser and its counsel
     (and, in the case of a Shelf Registration Statement, the Holders of
     Registrable Securities covered by such Shelf Registration Statement and
     their counsel) shall not have previously been advised and furnished a copy
     or to which the Initial Purchaser or its counsel (and, in the case of a
     Shelf Registration Statement, the Holders of Registrable Securities covered
     by such Shelf Registration Statement or their counsel) shall reasonably
     object, unless required under applicable law;

          (k) obtain a CUSIP number for all Exchange Securities or Registrable
     Securities, 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
     in connection with the registration of the Exchange Securities or
     Registrable Securities, 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 Trust
     Indenture Act; and execute, and use their reasonable 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 one representative of the Holders of the Registrable Securities (an
     "Inspector"), any Underwriter participating in any disposition pursuant to
     such Shelf Registration Statement, and attorneys and accountants designated
     by the Holders, at reasonable times and in a reasonable manner, all
     pertinent financial and other records, documents and properties of the
     Issuers, and cause the respective officers, directors and employees of the
     Issuers to supply all information reasonably requested by any such
     Inspector, Underwriter, attorney or accountant in connection with a Shelf
     Registration Statement; provided that if any such information is identified
     by the Issuers as being confidential


                                       12

<PAGE>

     or proprietary, each Person receiving such information shall agree to keep
     such information confidential and to take such actions as are reasonably
     necessary to protect the confidentiality of such information unless (i)
     disclosure of such information is required by court or administrative order
     or is necessary to respond to inquiries of regulatory authorities, (ii)
     disclosure of such information is, on the advice of counsel, required by
     law (including any disclosure requirements pursuant to federal securities
     laws in connection with the filing of such Registration Statement or the
     use of any Prospectus), (iii) such information becomes generally available
     to the public other than as a result of a disclosure or failure to
     safeguard such information by such Person or (iv) such information becomes
     available to such Person from a source other than the Issuers and their
     subsidiaries and such source is not known, after due inquiry, by such
     Person to be bound by a confidentiality agreement;

          (n) in the case of a Shelf Registration, use their reasonable best
     efforts to cause all Registrable Securities to be listed on any securities
     exchange or any automated quotation system on which similar securities
     issued or guaranteed by the Issuers are then listed if requested by the
     Majority Holders, to the extent such Registrable Securities satisfy
     applicable listing requirements;

          (o) if reasonably requested by any Holder of Registrable Securities
     covered by a Shelf Registration Statement, promptly include in a Prospectus
     supplement or post-effective amendment such information with respect to
     such Holder as such Holder reasonably requests to be included therein and
     make all required filings of such Prospectus supplement or such
     post-effective amendment as soon as the Issuers have received notification
     of the matters to be included in such filing; and

          (p) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other actions in connection therewith
     (including those requested by the Holders of a majority in principal amount
     of the Registrable Securities being sold) in order to expedite or
     facilitate the disposition of such Registrable Securities including, but
     not limited to, an Underwritten Offering and in such connection, (i) to the
     extent possible, make such representations and warranties to the Holders
     and any Underwriters of such Registrable Securities with respect to the
     business of the Company, the Co-Issuer and their respective subsidiaries,
     the Registration Statement, Prospectus and documents incorporated by
     reference or deemed incorporated by reference, if any, in each case, in
     form, substance and scope as are customarily made by issuers to
     underwriters in underwritten offerings and confirm the same if and when
     requested, (ii) obtain opinions of counsel to the Issuers (which counsel
     and opinions, in form, scope and substance, shall be reasonably
     satisfactory to the Holders and such Underwriters and their respective
     counsel) addressed to each selling Holder and Underwriter of Registrable
     Securities, covering the matters customarily covered in opinions requested
     in underwritten offerings, (iii) obtain "comfort" letters from the
     independent certified public accountants of the Issuers (and, if necessary,
     any other certified


                                       13

<PAGE>

     public accountant of any subsidiary of the Company, the Co-Issuer or any
     Guarantor, or of any business acquired by the Company, the Co-Issuer or any
     Guarantor for which financial statements and financial data are or are
     required to be included in the Registration Statement) addressed to each
     selling Holder and Underwriter of Registrable Securities, such letters to
     be in customary form and covering matters of the type customarily covered
     in "comfort" letters in connection with underwritten offerings and (iv)
     deliver such documents and certificates as may be reasonably requested by
     the Holders of a majority in principal amount of the Registrable Securities
     being sold or the Underwriters, and which are customarily delivered in
     underwritten offerings, to evidence the continued validity of the
     representations and warranties of the Issuers made pursuant to clause (i)
     above and to evidence compliance with any customary conditions contained in
     an underwriting agreement.

          In the case of a Shelf Registration Statement, the Company and the
Co-Issuer may require each Holder of Registrable Securities to furnish to the
Company and the Co-Issuer such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the
Issuers may from time to time reasonably request in writing. No Holder of
Registrable Securities may include any of its Registrable Securities in any
Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes such information in writing to the Company and the Co-Issuer
within 20 days after receipt of a request therefor. No Holder of Registrable
Securities shall be entitled to Additional Interest Amounts pursuant to Section
2(d) hereof unless and until such Holder shall have provided all such requested
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

          In the case of a Registration Statement, each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Issuers of the
happening of any event of the kind described in Section 3(e)(iii) or 3(e)(v)
hereof, such Holder will forthwith discontinue disposition of Registrable
Securities 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 Issuers, such Holder will deliver to the
Issuers all copies in its possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.

          If the Issuers shall give any such notice to suspend the disposition
of Registrable Securities pursuant to a Registration Statement, the Issuers
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders of such Registrable Securities shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions. Except as required by law, the Issuers may give any such notice
only twice during any


                                       14

<PAGE>

365-day period and any such suspensions shall not exceed 60 days in the
aggregate and there shall not be more than two suspensions in effect during any
365-day period.

          The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or
investment banks and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering.

          4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff
has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities 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 Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

          The Issuers understand 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 Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.

          (b) In light of the above, and notwithstanding the other provisions of
this Agreement, the Issuers agree 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 of up to 180 days after the last
Exchange Date (as such period may be extended pursuant to the penultimate
paragraph of Section 3 of this Agreement), if requested by the Initial Purchaser
or by one or more Participating Broker-Dealers, in order to expedite or
facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section
4(a) above. The Issuers further agree that Participating Broker-Dealers shall be
authorized to deliver such Prospectus during such period in connection with the
resales contemplated by this Section 4. Notwithstanding the foregoing, the
Issuers shall not be obligated to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement if the Company determines, in its
reasonable judgment, that there is a Business Reason; provided that the failure
to keep the Exchange Offer Registration Statement effective and usable for a
Business Reason shall last no longer than 60 days in any 12-month period.


                                       15

<PAGE>

          (c) The Initial Purchaser shall have no liability to the Company, the
Co-Issuer, any Guarantor or any Holder with respect to any request that they may
make pursuant to Section 4(b) above.

          5. Indemnification and Contribution. (a) The Issuers, jointly and
severally, agree to indemnify and hold harmless the Initial Purchaser and each
Holder, their respective affiliates, directors and officers and each Person, if
any, who controls the Initial Purchaser or any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, legal fees and other expenses reasonably incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses
are incurred), joint or several, that arise out of, or are based upon, any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to the Initial Purchaser or any Holder
furnished to the Company or the Co-Issuer in writing through Wachovia Capital
Markets, LLC or any selling Holder expressly for use therein. In connection with
any Underwritten Offering permitted by Section 3, the Issuers, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement. The foregoing indemnity with respect to any Prospectus shall not
inure to the benefit of any Holder (or its affiliates, directors, managers,
officers or Persons who control such Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) with respect to any loss,
claim, damage or liability (or actions in respect thereof) related to or arising
out of the sale of Securities by such Holder to another Person, if (x) it is
established in the related proceeding that such Holder failed to send or give a
copy of the Prospectus (as amended or supplemented, if such amendment or
supplement was furnished to such Holder prior to the written confirmation of
such sale) to such Person with or prior to the written confirmation of such
sale, (y) the untrue statement or omission or alleged untrue statement or
omission was corrected in the Prospectus (as amended or supplemented if amended
or supplemented as aforesaid) and (z) such Prospectus (including the aforesaid
amendments and/or supplements thereto) was provided by the Company to such
Holder in the requisite quantity and on a timely basis to permit proper delivery
thereof and in accordance with this Agreement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Co-Issuer, the Guarantors, the Initial Purchaser
and the other selling


                                       16

<PAGE>

Holders, their respective affiliates, the directors or managers of the Issuers,
each officer of the Issuers who signed the Registration Statement and each
Person, if any, who controls the Company, the Co-Issuer, the Guarantors, the
Initial Purchaser and any other selling Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the indemnity set forth in paragraph (a) above, but only with respect to any
losses, claims, damages or liabilities that arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder
furnished to the Company or the Co-Issuer in writing by such Holder expressly
for use in any Registration Statement or any Prospectus.

          (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 indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Person and
the Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded, based on advice from counsel, that there may be
legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for the Initial Purchaser, its affiliates, directors and
officers and any control Persons of the Initial Purchaser shall be designated in
writing by Wachovia Capital Markets, LLC, (y) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and (z) in all other cases shall
be designated in writing by the Company and the Co-Issuer. The Indemnifying
Person 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 Person agrees to indemnify


                                       17

<PAGE>

each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the 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 indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.

          (d) If the indemnification provided for in paragraphs (a) and (b)
above is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, 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, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers from the offering of the Securities and the
Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the
other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) but also the relative fault of the
Issuers on the one hand and the Holders on the other 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 Issuers on the one hand and the Holders 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 Issuers or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          (e) The Issuers and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an Indemnified Person 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 incurred by such
Indemnified Person in connection with any such action or claim. Notwithstanding
the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which
the Securities or Exchange Securities 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 Securities


                                       18

<PAGE>

Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.

          (f) The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

          (g) 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 Initial Purchaser or any Holder, their respective affiliates or any
Person controlling the Initial Purchaser or any Holder, or by or on behalf of
the Issuers, their respective affiliates or the officers, managers or directors
of or any Person controlling the Issuers, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

          6. General.

          (a) No Inconsistent Agreements. The Issuers represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
any other outstanding securities issued or guaranteed by the Company, the
Co-Issuer, or any Guarantor under any other agreement and (ii) neither the
Company, the Co-Issuer nor any Guarantor has entered into, or on or after the
date of this Agreement will enter into, any agreement that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

          (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 Issuers have obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of
the parties hereto.

          (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 and the Co-Issuer by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the
Initial Purchaser, the address set forth in the Purchase Agreement; (ii) if to
the Issuers, initially at the address of the Company and the Co-Issuer set forth
in the Purchase


                                       19

<PAGE>

Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to such other
persons at their respective addresses as provided 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, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities 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 Initial
Purchaser (in its capacity as Initial Purchaser) shall have no liability or
obligation to the Company, the Co-Issuer or the Guarantors 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.

          (e) Purchases and Sales of Securities. The Issuers shall not, and
shall use their reasonable best efforts to cause their affiliates (as defined in
Rule 405 under the Securities Act) not to, purchase and then resell or otherwise
transfer any Registrable Securities.

          (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Issuers, on the one
hand, and the Initial Purchaser, 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 other 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, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.


                                       20

<PAGE>

          (i) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

          (j) Miscellaneous. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Issuers and the Initial Purchaser shall
endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable
provisions.


                                       21

<PAGE>

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

                                        STANLEY-MARTIN COMMUNITIES, LLC


                                        By: /s/ Steven B. Alloy
                                            ------------------------------------
                                        Name: Steven B. Alloy
                                        Title: President


                                        STANLEY-MARTIN FINANCING CORP.


                                        By: /s/ Steven B. Alloy
                                            ------------------------------------
                                        Name: Steven B. Alloy
                                        Title: President


                                       22

<PAGE>

                                        BEECH GROVE NEIGHBORHOODS, LLC
                                        BRAM NEIGHBORHOODS, LLC
                                        BRAM III NEIGHBORHOODS, LLC
                                        COLES RUN NEIGHBORHOODS, LLC
                                        FAIR OAKS NEIGHBORHOODS, LLC
                                        GLENKIRK NEIGHBORHOODS, LLC
                                        GLYNN TARRA ESTATES, LLC
                                        KF NEIGHBORHOODS, LLC
                                        KF II NEIGHBORHOODS, LLC
                                        LANDMARK NEIGHBORHOODS, LLC
                                        MARUMSCO NEIGHBORHOODS, LLC
                                        NEIGHBORHOODS CAPITAL, LLC
                                        NEIGHBORHOODS I, LLC
                                        NEIGHBORHOODS II, LLC
                                        NEIGHBORHOODS III, LLC
                                        NEIGHBORHOODS IV, LLC
                                        NEIGHBORHOODS V, LLC
                                        NEIGHBORHOODS VI, LLC
                                        OLD DOMINION NEIGHBORHOODS, LLC
                                        SPRING PARK NEIGHBORHOODS, LLC
                                        WALL NEIGHBORHOODS, LLC
                                        WILDEWOOD NEIGHBORHOODS, LLC
                                        ZION NEIGHBORHOODS, LLC


                                        By: Steven B. Alloy
                                            ------------------------------------
                                        Name: Steven B. Alloy


                                       23

<PAGE>

Confirmed and accepted as of the date
first above written:

WACHOVIA CAPITAL MARKETS, LLC


By /s/ Gregory H. Jones
   --------------------------------
Name: Gregory H. Jones
Title: Vice President


                                       24

<PAGE>

                                                                      Schedule I

                                   GUARANTORS

BEECH GROVE NEIGHBORHOODS, LLC
BRAM NEIGHBORHOODS, LLC
BRAM III NEIGHBORHOODS, LLC
COLES RUN NEIGHBORHOODS, LLC
FAIR OAKS NEIGHBORHOODS, LLC
GLENKIRK NEIGHBORHOODS, LLC
GLYNN TARRA ESTATES, LLC
KF NEIGHBORHOODS, LLC
KF II NEIGHBORHOODS, LLC
LANDMARK NEIGHBORHOODS, LLC
MARUMSCO NEIGHBORHOODS, LLC
NEIGHBORHOODS CAPITAL, LLC
NEIGHBORHOODS I, LLC
NEIGHBORHOODS II, LLC
NEIGHBORHOODS III, LLC
NEIGHBORHOODS IV, LLC
NEIGHBORHOODS V, LLC
NEIGHBORHOODS VI, LLC
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