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                                                                    EXHIBIT 10.9


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                                 AAIPHARMA INC.,

                                 THE GUARANTORS
                           LISTED ON SCHEDULE A HERETO

                                       AND

                         BANC OF AMERICA SECURITIES LLC,

                            CIBC WORLD MARKETS CORP.

                                       AND

                          FIRST UNION SECURITIES, INC.

                           DATED AS OF MARCH 28, 2002

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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of March 28, 2002, by and among aaiPharma Inc., a Delaware
corporation (the "Company"), the companies listed on Schedule A hereto (each a
"Guarantor" and, collectively, the "Guarantors") and Banc of America Securities
LLC, CIBC World Markets Corp. and First Union Securities, Inc. (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers"), which have agreed to
purchase the Company's 11% Senior Subordinated Notes due 2010 (the "Initial
Notes") pursuant to the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of March 27, 2002 (the "Purchase Agreement"), by and among the Company,
the Guarantors and the Initial Purchasers (i) for the benefit of each Initial
Purchaser and (ii) for the benefit of the holders from time to time of the
Notes. In order to induce the Initial Purchasers to purchase the Initial Notes,
the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase
Agreement.

                  The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

                  Advice: As defined in Section 6(d).

                  Broker-Dealer: Any broker or dealer registered under the
         Exchange Act.

                  Closing Date: The date of this Agreement.

                  Commission: The Securities and Exchange Commission.

                  Consummate: A Registered Exchange Offer shall be deemed
         "Consummated" for purposes of this Agreement upon the occurrence of all
         of the following: (i) the filing and effectiveness under the Securities
         Act of the Exchange Offer Registration Statement relating to the
         Exchange Notes to be issued in the Exchange Offer and (ii) the delivery
         by the Company to the Registrar under the Indenture of Exchange Notes
         in the same aggregate principal amount as the aggregate principal
         amount of Initial Notes that were tendered by Holders thereof pursuant
         to the Exchange Offer.

                  Effectiveness Target Date: As defined in Section 5.

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

                  Exchange Notes: The 11% Senior Subordinated Notes due 2010, of
         the same series under the Indenture as the Initial Notes, to be issued
         to Holders in exchange for Transfer Restricted Securities pursuant to
         this Agreement.

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

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                  Exchange Offer Registration Statement: The Registration
         Statement relating to the Exchange Offer, including the related
         Prospectus.

                  Exempt Resales: The transactions in which the Initial
         Purchasers propose to sell the Initial Notes to certain "qualified
         institutional buyers," as such term is defined in Rule 144A under the
         Securities Act, and to certain non-U.S. persons, in accordance with
         such Rule 144A and Regulation S under the Securities Act, respectively.

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

                  Indemnified Holder: As defined in Section 8(a) hereof.

                  Indenture: The Indenture, dated as of March 28, 2002, among
         the Company and First Union National Bank, as trustee (the "Trustee"),
         pursuant to which the Notes are to be issued, as such Indenture is
         amended or supplemented from time to time in accordance with the terms
         thereof.

                  Initial Purchasers: As defined in the preamble hereto.

                  Initial Notes: The 11% Senior Subordinated Notes due 2010, of
         the same series under the Indenture as the Exchange Notes, for so long
         as such securities constitute Transfer Restricted Securities.

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

                  Liquidated Damages. As defined in Section 5 hereof.

                  NASD: National Association of Securities Dealers, Inc.

                  Notes: The Initial Notes and the Exchange Notes.

                  Person: An individual, partnership, corporation, limited
         liability company, trust or unincorporated organization, or a
         government or agency or political subdivision thereof.

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

                  Registration Default: As defined in Section 5 hereof.

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

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

                  Shelf Filing Deadline: As defined in Section 4 hereof.

                  Shelf Registration Statement: As defined in Section 4 hereof.

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                  Trust Indenture Act: The Trust Indenture Act of 1939 (15
         U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture.

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

                  Underwritten Registration or Underwritten Offering: A
         registration in which securities of the Company are sold to an
         underwriter for reoffering to the public.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

         (a)      Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

         (b)      Holders of Transfer Restricted Securities. A Person is deemed
to be a holder of Transfer Restricted Securities (each, a "Holder") whenever
such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

         (a)      Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company and the Guarantors shall (i)
cause to be filed with the Commission as soon as practicable after the Closing
Date, but in no event later than 60 days after the Closing Date, a Registration
Statement under the Securities Act relating to the Exchange Notes and the
Exchange Offer, (ii) use their best efforts to cause such Registration Statement
to become effective at the earliest possible time, but in no event later than
150 days after the Closing Date, (iii) in connection with the foregoing, file
(A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B)
if applicable, a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings in connection with the registration and qualification of the Exchange
Notes to be made under the Blue Sky laws of such jurisdictions as are necessary
to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Registration Statement, commence and consummate the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Transfer Restricted Securities
and to permit resales of Notes held by Broker-Dealers as contemplated by Section
3(c) below.

         (b)      The Company shall cause the Exchange Offer Registration
Statement to be effective continuously and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws; provided, however, that in no event shall
such period be less than 30 days after the Effectiveness Target Date. The
Company shall cause the Exchange Offer to comply in all material respects with
all applicable federal and state securities laws. No securities other than the
Notes shall be included in the Exchange Offer Registration Statement. The
Company shall use its best efforts to cause the Exchange Offer to be Consummated
on the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 180 days after the Closing
Date.

         (c)      The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Securities and that were acquired for its own account as a result of
market-making

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activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company), may exchange such Initial Notes
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an "underwriter" within the meaning of the Securities Act, in which case it must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Notes received by such Broker-Dealer
in the Exchange Offer, which prospectus delivery requirement may be satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in the Exchange
Offer Registration Statement. Such "Plan of Distribution" section shall also
contain all other information with respect to such resales by Broker-Dealers
that the Commission may require in order to permit such resales pursuant
thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer
or disclose the amount of Notes held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.

                  The Company and the Guarantors shall use their best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 60 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.

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

SECTION 4. SHELF REGISTRATION

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

                  (x) cause to be filed a shelf registration statement
         pursuant to Rule 415 under the Securities Act, which may be
         an amendment to the Exchange Offer Registration Statement (in
         either event, the "Shelf Registration Statement") on or prior
         to the earliest to occur of (1) the 60th day after the date
         on which the Company determines that it is not required to
         file the Exchange Offer Registration Statement pursuant to
         clause (i) above, and (2) the 60th day after the date on
         which the Company receives notice from a Holder of Transfer
         Restricted Securities as contemplated by clause (ii) above,
         (such earliest date being the "Shelf Filing Deadline"), which
         Shelf Registration Statement shall provide for resales of all
         Transfer Restricted Securities the Holders of which shall
         have provided the information required pursuant to Section
         4(b) hereof; and

                  (y) use their best efforts to cause such Shelf
         Registration Statement to be declared effective by the
         Commission on or before the 150th day after the date on which
         the obligation to file the Shelf Registration Statement
         arose.

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The Company and the Guarantors shall use their best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least one year following the
effective date of such Shelf Registration Statement (or shorter period that will
terminate when all the Notes covered by such Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement).

         (b)      Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

                  If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii)
the Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 3 Business Days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself promptly declared effective (each such event referred
to in clauses (i) through (iv), a "Registration Default"), the Company and the
Guarantors hereby jointly and severally agree to pay to each Holder of Transfer
Restricted Securities affected thereby liquidated damages ("Liquidated Damages")
in an amount equal to $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default. The amount of the
Liquidated Damages shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities. Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Securities, the
Liquidated Damages payable with respect to the Transfer Restricted Securities as
a result of the provisions of this paragraph shall cease.

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

SECTION 6. REGISTRATION PROCEDURES

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

<PAGE>

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

                  (ii)     As a condition to its participation in the Exchange
Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company, prior to
the Consummation thereof, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the
Company (as defined in Rule 144 promulgated under the Securities Act), (B) it is
not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange
Notes in its ordinary course of business. In addition, all such Holders of
Transfer Restricted Securities shall otherwise cooperate in the Company's
preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley
and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters (which may include
any no-action letter obtained pursuant to clause (i) above), and (2) must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction and that such a secondary
resale transaction should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K if the resales are of Exchange Notes obtained
by such Holder in exchange for Initial Notes acquired by such Holder directly
from the Company.

         (b)      Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company will as expeditiously as possible prepare and file
with the Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

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

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

<PAGE>

cause such amendment to be declared effective and such Registration Statement
and the related Prospectus to become usable for their intended purpose(s) as
soon as practicable thereafter;

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

                  (iii)    advise the underwriter(s), if any, and selling
Holders promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any
request by the Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of the Transfer Restricted Securities for offering or sale in any jurisdiction,
or the initiation of any proceeding for any of the preceding purposes, and (D)
of the existence of any fact or the happening of any event that makes any
statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make such statement not
misleading. If at any time the Commission shall issue any stop order suspending
the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company and the
Guarantors shall use their best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time;

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

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

<PAGE>

                  (vi)     make available at reasonable times for inspection by
the Initial Purchasers, any managing underwriter participating in any
disposition pursuant to such Registration Statement and any attorney or
accountant retained by such Initial Purchasers or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties of the
Company and the Guarantors and cause the Company's and the Guarantors' officers,
directors and employees to supply all information reasonably requested by any
such Holder, underwriter, attorney or accountant in connection with such
Registration Statement subsequent to the filing thereof and prior to its
effectiveness; provided, however, that the foregoing information gathering (i)
shall be coordinated on behalf of the Initial Purchasers, managing underwriter
or any representative thereof, by one counsel, who shall be Shearman & Sterling,
or such other counsel as may be chosen by the Holders of a majority in principal
amount of Transfer Restricted Securities and (ii) shall not be available for any
such Holder who does not agree in writing to hold such information in
confidence;

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

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

                  (ix)     enter into, and cause the Guarantors to enter into,
such agreements (including an underwriting agreement), and make, and cause the
Guarantors to make, such representations and warranties, and take all such other
actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement, all to such extent as may be requested
by any Initial Purchaser or by any Holder of $500,000 or more of Transfer
Restricted Securities or underwriter in connection with any sale or resale
pursuant to any Registration Statement contemplated by this Agreement; and
whether or not an underwriting agreement is entered into and whether or not the
registration is an Underwritten Registration, the Company and the Guarantors
shall:

                  (A)      furnish to each Initial Purchaser, on behalf of each
         selling Holder, and each underwriter, if any, in such substance and
         scope as they may reasonably request and as are customarily made by
         issuers to underwriters in primary underwritten offerings, upon the
         date of the Consummation of the Exchange Offer and, if applicable, the
         effectiveness of the Shelf Registration Statement:

                           (1)      a certificate, dated the date of
                  Consummation of the Exchange Offer or the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, signed by (y) the President or any Vice President and
                  (z) a principal financial or accounting officer of each of the
                  Company and the Guarantors, confirming, as of the date
                  thereof, the matters set forth in paragraphs (i), (ii) and
                  (iii) of Section 5(e) of the Purchase Agreement and such other
                  matters as such parties may reasonably request;

<PAGE>

                           (2)      an opinion, dated the date of Consummation
                  of the Exchange Offer or the date of effectiveness of the
                  Shelf Registration Statement, as the case may be, of counsel
                  for the Company and the Guarantors, covering the matters set
                  forth in Section 5(c) of the Purchase Agreement and such other
                  matter as such parties may reasonably request, and in any
                  event including a statement to the effect that such counsel
                  has participated in conferences with officers and other
                  representatives of the Company, representatives of the
                  independent public accountants for the Company, the Initial
                  Purchasers' representatives and the Initial Purchasers'
                  counsel in connection with the preparation of such
                  Registration Statement and the related Prospectus and have
                  considered the matters required to be stated therein and the
                  statements contained therein, although such counsel has not
                  independently verified the accuracy, completeness or fairness
                  of such statements; and that such counsel advises that, on the
                  basis of the foregoing (relying as to materiality upon facts
                  provided to such counsel by officers and other representatives
                  of the Company and without independent check or verification),
                  no facts came to such counsel's attention that caused such
                  counsel to believe that the applicable Registration Statement,
                  at the time such Registration Statement or any post-effective
                  amendment thereto became effective, and, in the case of the
                  Exchange Offer Registration Statement, as of the date of
                  Consummation, contained an untrue statement of a material fact
                  or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading, or that the Prospectus contained in such
                  Registration Statement as of its date and, in the case of the
                  opinion dated the date of Consummation of the Exchange Offer,
                  as of the date of Consummation, contained an untrue statement
                  of a material fact or omitted to state a material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading. Without limiting the foregoing, such counsel may
                  state further that such counsel assumes no responsibility for,
                  and has not independently verified, the accuracy, completeness
                  or fairness of the financial statements, notes and schedules
                  and other financial data included in any Registration
                  Statement contemplated by this Agreement or the related
                  Prospectus; and

                           (3)      a customary comfort letter, dated as of the
                  date of Consummation of the Exchange Offer or the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants, in the
                  customary form and covering matters of the type customarily
                  covered in comfort letters by underwriters in connection with
                  primary underwritten offerings, and affirming the matters set
                  forth in the comfort letters delivered pursuant to Section
                  5(a) of the Purchase Agreement, without exception;

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

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

                  If at any time the representations and warranties of the
Company and the Guarantors contemplated in clause (A)(1) above cease to be true
and correct in any material respect, the Company or the Guarantors shall so
advise the Initial Purchasers and the underwriter(s), if any, promptly and, if
requested by such Persons, shall confirm such advice in writing;

                           (x)      prior to any public offering of Transfer
Restricted Securities, cooperate with, and cause the Guarantors to cooperate
with, the selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the Transfer
Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders or underwriter(s) may request and do

<PAGE>

any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Registration Statement; provided, however, that neither the Company nor
the Guarantors shall be required to register or qualify as a foreign corporation
where it is not then so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where
it is not then so subject;

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

                           (xii)    cooperate with, and cause the Guarantors to
cooperate with, the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends; and enable such Transfer Restricted Securities to be in such
denominations (provided that such Transfer Restricted Securities shall be in
minimum denominations of $1,000 and integrated multiples thereof) and registered
in such names as the Holders or the underwriter(s), if any, may request at least
three business days prior to any sale of Transfer Restricted Securities made by
such underwriter(s);

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

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

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

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

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

<PAGE>

                           (xviii)  cause the Indenture to be qualified under
the Trust Indenture Act not later than the effective date of the first
Registration Statement required by this Agreement, and, in connection therewith,
cooperate, and cause the Guarantors to cooperate with, with the Trustee under
the Indenture and the Holders of Notes to effect such changes to the Indenture
as may be required for such Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and to execute, and cause the Guarantors to
execute, and use its best efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner; and

                           (xix)    cause all Transfer Restricted Securities
covered by the Registration Statement to be listed on each securities exchange
on which similar securities issued by the Company are then listed if requested
by the Holders of a majority in aggregate principal amount of Initial Notes or
the managing underwriter(s), if any, with respect to any Registration Statement
required by this Agreement.

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

SECTION 7. REGISTRATION EXPENSES

         (a)      All expenses incident to the Company's or the Guarantors'
performance of or compliance with this Agreement will be borne by the Company
and/or the Guarantors, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
NASD (and, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Exchange Notes to be issued in the Exchange Offer
and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company, the Guarantors and,
subject to Section 7(b) below, the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing the Exchange
Notes on a national securities exchange or automated quotation system pursuant
to the requirements thereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

<PAGE>

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

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

SECTION 8. INDEMNIFICATION

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

                  In case any action or proceeding (including any governmental
or regulatory investigation or proceeding) shall be brought or asserted against
any of the Indemnified Holders with respect to which indemnity may be sought
against the Company or the Guarantors, such Indemnified Holder (or the
Indemnified Holder controlled by such controlling person) shall promptly notify
the Company and the Guarantors in writing (provided, that the failure to give
such notice shall not relieve the Company or the Guarantors of their respective
obligations pursuant to this Agreement). Such Indemnified Holder shall have the
right to employ its own counsel in any such action and the fees and expenses of
such counsel shall be paid, as incurred, by the Company and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder). Neither the Company nor the
Guarantors shall, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified
Holders, which firm shall be designated by the Holders. The Company shall be
liable for any settlement of any such action or proceeding effected with the
Company's prior written consent, which consent shall not be withheld
unreasonably, and the Company agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written
consent of the Company. The Company shall not, without the prior written consent
of each Indemnified Holder, settle or compromise or consent to the entry of

<PAGE>

judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a
party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.

         (b)      Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and the
Guarantors and their respective directors, officers of the Company who sign a
Registration Statement, and any person controlling (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company,
and the respective officers, directors, partners, employees, representatives and
agents of each such person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing to the Company by such Holder expressly for use in any
Registration Statement. In case any action or proceeding shall be brought
against the Company or its directors or officers or any such controlling person
in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the
Company and the Company or its directors or officers or such controlling person
shall have the rights and duties given to each Holder by Section 8(a). In no
event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Securities giving rise to such indemnification obligation.

         (c)      If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities, judgments, actions or expenses in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Guarantors, on
the one hand, and the Holders, on the other hand, from the Initial Placement
(which in the case of the Company shall be deemed to be equal to the total gross
proceeds from the Initial Placement as set forth on the cover page of the
Offering Memorandum of the Company dated March 27, 2002), the amount of
Liquidated Damages which did not become payable as a result of the filing of the
Registration Statement resulting in such losses, claims, damages, liabilities,
judgments, actions or expenses, and such Registration Statement, or if such
allocation is not permitted by applicable law, the relative fault of the Company
and the Guarantors on the one hand, and of the Indemnified Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities, judgments, actions or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company
and/or the Guarantors on the one hand and of the Indemnified Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities, judgments, actions and expenses referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

                  The Company, the Guarantors and each Holder of Transfer
Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities, judgments, actions or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the

<PAGE>

provisions of this Section 8, none of the Holders (and its related Indemnified
Holders) shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the total discount received by such Holder with respect
to the Initial Notes exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount
of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9. RULE 144A

                  The Company and the Guarantors each hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to
make available to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

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

SECTION 11. SELECTION OF UNDERWRITERS

                  The Holders of Transfer Restricted Securities covered by the
Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.

SECTION 12. MISCELLANEOUS

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

         (b)      No Inconsistent Agreements. The Company will not, and will not
permit the Guarantors to, on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's securities under any agreement in effect on the date hereof.

         (c)      Adjustments Affecting the Notes. The Company will not take any
action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer.

<PAGE>

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

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

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

                           (ii)     if to the Company:

                                        aaiPharma Inc.
                                        2320 Scientific Park Drive
                                        Wilmington, North Carolina 28405
                                        Telecopier No.: (914) 815-2387
                                        Attention: General Counsel

                  With a copy to:

                                        Robinson, Bradshaw & Hinson, P.A.
                                        101 North Tryon Street, Suite 1900
                                        Charlotte, North Carolina 28246
                                        Telecopier No.: (704) 378-4000
                                        Attention: Stephen M. Lynch

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if 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 Registrar
at the address specified in the Indenture.

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

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

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

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

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

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

<PAGE>

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



                             AAIPHARMA INC.



                             By: /s/ William L. Ginna, Jr.
                                ------------------------------------------------
                                Name: William L. Ginna, Jr.
                                Title: Executive Vice President and CFO



                             GUARANTORS:

                             Applied Analytical Industries Learning Center, Inc.
                             AAI Japan, Inc.
                             AAI Properties, Inc.
                             AAI Technologies, Inc.
                             Kansas City Analytical Services, Inc.
                             Medical & Technical Research Associates, Inc.
                             AAI International Inc.
                             NeoSan Pharmaceuticals Inc.



                             By: /s/ William L. Ginna, Jr.
                                ------------------------------------------------
                                Name: William L. Ginna, Jr.
                                Title: Authorized Signatory


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

BANC OF AMERICA SECURITIES LLC

CIBC WORLD MARKETS CORP.

FIRST UNION SECURITIES, INC.



BY: BANC OF AMERICA SECURITIES LLC



By: /s/ Raymond A. Cubero
   --------------------------
   Name: Raymond A. Cubero
   Title: Managing Director

<PAGE>

                                                                      SCHEDULE A

                                   GUARANTORS

<TABLE>
<CAPTION>
                  GUARANTOR                                            JURISDICTION OF ORGANIZATION
                  ---------                                            ----------------------------
<S>                                                                    <C>
Applied Analytical Industries Learning Center, Inc.                            Delaware
AAI Technologies, Inc.                                                         Delaware
AAI International Inc.                                                         Delaware
AAI Properties, Inc.                                                           North Carolina
Kansas City Analytical Services, Inc.                                          Kansas
Medical & Technical Research Associates, Inc.                                  Massachusetts
NeoSan Pharmaceuticals Inc.                                                    Delaware
AAI Japan, Inc.                                                                Delaware
</TABLE>