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                                                           EXHIBIT 4.11



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                        REGISTRATION RIGHTS AGREEMENT


                        Dated as of December 11, 1997

                                 by and among

                               RBX Corporation

                    Groendyk Manufacturing Company, Inc.,
                   Hoover-Hanes Rubber Custom Mixing Corp.,
                     Midwest Rubber Custom Mixing Corp.,
                                 OleTex Inc.,
                             Rubatex Corporation,
                       Universal Polymer & Rubber Inc.,
                          Universal Rubber Company,
                             Waltex Corporation,


             Donaldson, Lufkin & Jenrette Securities Corporation

                                     and

                            Chase Securities Inc.




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                        REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of December 11, 1997 by and among RBX Corporation, a Delaware
corporation (the "Company") and Groendyk Manufacturing Company, Inc., a
Delaware corporation,  Hoover-Hanes Rubber Custom Mixing Corp., a Delaware
corporation, Midwest Rubber Custom Mixing Corp., a Delaware corporation,
OleTex Inc., a Delaware corporation, Rubatex Corporation, a Delaware
corporation, Universal Polymer & Rubber Inc., a Delaware corporation,
Universal Rubber Company, a Delaware corporation, and Waltex Corporation, a
Delaware corporation (collectively, the "Subsidiary Guarantors"), and
Donaldson, Lufkin & Jenrette Securities Corporation and Chase Securities Inc.
(each an "Initial Purchaser" and collectively, the "Initial Purchasers"),
which have agreed to purchase the Company's 12% Series A Senior Secured Notes
due 2003 (the "Series A Notes") pursuant to the Purchase Agreement dated as of
December 5, 1997 (the "Purchase Agreement"), by and among the Company, the
Subsidiary Guarantors and the Initial Purchasers.

          In order to induce the Initial Purchasers to purchase the Series A
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 2 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:

          Act:  The Securities Act of 1933, as amended.

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

          Broker-Dealer Transfer Restricted Securities:  Series B Notes that
are acquired by a Broker-Dealer in the Exchange Offer for Series A Notes that
it acquired for its own account as a result of market-making activities or
other trading activities (other than Series A Notes acquired directly from the
Company).

          Business Day:  Any day except a Saturday, Sunday or other day in the
City of New York on which banks are authorized to close.

          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 (i) the
filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the Series B Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Registrar under the Indenture of Series B Notes in the same
aggregate principal amount as the aggregate principal amount of Series A Notes
that were tendered by Holders thereof pursuant to the Exchange Offer.

          Damages Payment Date:  With respect to the Series A Notes, each
Interest Payment Date. Effectiveness Target Date:  As defined in Section 5.

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

          Exchange Offer:  The registration by the Company under the Act of
the Series B 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 Series B Notes in

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an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by such
Holders.

          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 Series A Notes to (i) certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act and (ii) persons
permitted to purchase the Series A Notes in offshore transactions in reliance
upon Regulation S under the Act.

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

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

          Indenture:  The Indenture, dated as of December 11, 1997, among the
Company, the Subsidiary Guarantors and State Street Bank and Trust Company, 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.

          Interest Payment Date:  As defined in the Indenture and the Notes.

          NASD:  National Association of Securities Dealers, Inc.

          Notes:  The Series A Notes and the Series B Notes.

          Person:  An individual, partnership, corporation, limited liability
company, joint venture, association, trust or other organization, whether or
not a legal entity, 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.

          Record Holder:  With respect to any Damages Payment Date relating to
Series A Notes, each Person who is a Holder of Series A Notes on the record
date with respect to the Interest Payment Date on which such Damages Payment
Date shall occur.

          Registration Default:  As defined in Section 5 hereof.

          Registration Statement:  Any registration statement of the Company
relating to (a) an offering of Series B 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.

          Restricted Broker-Dealer:  Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

          Series A Notes:  As defined in the preamble hereto.

          Series B Notes:  The Company's 12% Series B Senior Secured Notes due
2003 to be issued pursuant to the Indenture in the Exchange Offer.

          Shelf Filing Deadline:  As defined in Section 4 hereof.

          Shelf Registration:  A registration effected by the filing of a
Shelf Registration Statement pursuant to Section 4 hereof.

          Shelf Registration Statement:  As defined in Section 4 hereof.

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          TIA:  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 Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer
and entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act, (b) the date
on which such Note has been effectively registered under the Act and disposed
of in accordance with a Shelf Registration Statement and (c) the date on which
such Note is distributed to the public pursuant to Rule 144 under the Act.

          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 federal law or Commission policy (after the procedures set forth in
Section 6(a) below have been complied with), the Company and the Subsidiary
Guarantors shall (i) cause to be filed with the Commission as soon as
practicable after the Closing Date, but in no event later than 135 days after
the Closing Date, a Registration Statement under the Act relating to the
Series B 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 180 days after the Closing Date, (iii) in
connection with the foregoing, file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, and (B) cause all necessary filings in
connection with the registration and qualification of the Series B Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer (provided, however, that the Company shall
not be required in connection therewith to register or qualify as a foreign
corporation where it is not now qualified or to take any action that would
subject it to service of process in suits or taxation, other than as to
matters and transactions relating to the Exempt Resales, in any jurisdiction
where it is not now so subject), 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
Series B Notes to be offered in exchange for the Transfer Restricted
Securities and to permit resales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below.
If, after such Exchange Offer Registration Statement initially is declared
effective by the Commission, the Exchange Offer or the issuance of Series B
Notes thereunder or the sale of Broker-Dealer Transfer Restricted Securities
by Restricted Broker Dealers pursuant thereto as contemplated by Section 3(c)
below is interfered with by any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court, such
Exchange Offer Registration Statement shall be deemed not to have become
effective for purposes of this Agreement during the period that such stop
order, injunction or other similar order or requirement shall remain in
effect.

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

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          (c)     The Company shall indicate in a "Plan of Distribution"
section contained in the Prospectus contained in the Exchange Offer
Registration Statement that any Broker-Dealer who holds Series A Notes that
are Transfer Restricted Securities and that were acquired for its own account
as a result of market-making activities or other trading activities (other
than Transfer Restricted Securities acquired directly from the Company), may
exchange such Series A Notes pursuant to the Exchange Offer; however, such
Broker-Dealer may be deemed to be an "underwriter" within the meaning of the
Act and must, therefore, deliver a prospectus meeting the requirements of the
Act in connection with any resales of the Series B Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
(to the extent then consistent with Commission policy) 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.

          The Company and each of the Subsidiary Guarantors shall use their
respective 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 Broker-Dealer Transfer Restricted Securities by Restricted
Broker-Dealers and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission
as announced from time to time, for a period of 180 days from the date on
which the Exchange Offer Registration Statement is declared effective.

          The Company shall provide sufficient copies of the latest version of
such Prospectus to Restricted Broker-Dealers promptly upon request, and in no
event later than two Business Days after such request, at any time during the
period described in the preceding sentence in order to facilitate such
resales.


SECTION 4.     SHELF REGISTRATION.

          (a)     Shelf Registration.  If (i) the Company is not required to
file an Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a)(i) below
have been complied with) or (ii) any Holder of Transfer Restricted Securities
shall notify the Company within 20 days of the Consummation of the Exchange
Offer (A) that such Holder is prohibited by applicable law or Commission
policy from participating in the Exchange Offer, or (B) that such Holder may
not resell the Series B 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) that such Holder is a Broker-Dealer and
holds Series A Notes acquired directly from the Company or one of its
affiliates, then the Company and the Subsidiary Guarantors shall:

                 (x)     cause to be filed a shelf registration statement
     pursuant to Rule 415 under the Act, which may be an amendment to the
     Exchange Offer Registration Statement (in either event, the "Shelf
     Registration Statement") on or prior to (1) in the case of a Shelf
     Registration Statement being filed pursuant to clause (i) above, 30 days
     after the date on which the Company determines that it is not required to
     file the Exchange Offer Registration and (2) in the case of a
     Registration Statement being filed pursuant to clause (ii) above, the
     30th 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 60th day after the Shelf Filing Deadline.  If, after the
     Company has filed an Exchange Offer Registration Statement which
     satisfies the requirements of Section 3(a) above, the Company is required
     to file and make effective a Shelf Registration

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     Statement solely because the Exchange Offer shall not be permitted under
     applicable federal law, then the filing of the Exchange Offer
     Registration Statement shall be deemed to satisfy the requirements of
     clause (x) above. Such an event shall have no effect on the requirements
     of this clause (y), or on the Effectiveness Target Date as defined in
     Section 5 below.

          The Company and each of the Subsidiary Guarantors shall use their
respective 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 Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
(x) at least three years following the date on which such Shelf Registration
Statement becomes effective under the Act with respect to any Shelf
Registration Statement required to be filed pursuant to clause (i) of this
Section 4(a) and (y) at least two years following the date on which the
Registration Statement becomes effective under the Act with respect to any
Shelf Registration Statement required to be filed pursuant to clause (ii) of
this Section 4(a).

          (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 10 Business Days after receipt of
a request therefor, such information as the Company may reasonably request
specified in item 507 of Regulation S-K under the Act for use in connection
with any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein.  No Holder of Transfer Restricted Securities shall be
entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such reasonably requested information.
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 therein in order to make the information previously furnished to the
Company by such Holder not materially misleading.

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SECTION 5.     LIQUIDATED DAMAGES.

          If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not been declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 30 Business Days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is
filed and declared effective but shall thereafter cease to be effective or
fail to be usable for its intended purpose without being succeeded immediately
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself immediately declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the
Company and the Subsidiary Guarantors hereby jointly and severally agree to
pay liquidated damages to each Holder of Transfer Restricted Securities with
respect to the first 90-day period immediately following the occurrence of
such Registration Default, in an amount equal to $.05 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder for
each week or portion thereof that the Registration Default continues.  The
amount of the liquidated damages payable to each Holder shall increase by an
additional $.05 per week per $1,000 in principal amount of Transfer Restricted
Securities held by such Holder 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 principal amount of Transfer
Restricted Securities.  All accrued liquidated damages shall be paid to Record
Holders by the Company by wire transfer of immediately available funds or by
federal funds check on each Damages Payment Date, as provided in the
Indenture.  Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the accrual of liquidated damages
with respect to such Transfer Restricted Securities will cease.  Without
limitation of the foregoing, the liquidated damages payable with respect to
Transfer Restricted Securities as a result of a Registration Default shall
cease to accrue (1) upon filing of the Exchange Offer Registration Statement
(or, if applicable, the Shelf Registration Statement) in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(or, if applicable, the Shelf Registration Statement) in the case of (ii)
above, (3) upon Consummation of the Exchange Offer in the case of (iii) above,
or (4) upon the filing of a post-effective amendment to the Registration
Statement that causes the Exchange Offer Registration Statement (or, if
applicable, the Shelf Registration Statement) to again be declared effective
in the case of (iv) above, as the case may be.

          All obligations of the Company and the Subsidiary 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.

          (b)     The Company shall notify the Trustee within five Business
Days after the occurrence of each and every Registration Default.  The parties
hereto agree that the liquidated damages provided for in this Section 5
constitute a reasonable estimate of the damages that may be incurred by
Holders by reason of any Registration Default.

SECTION 6.     REGISTRATION PROCEDURES.

          (a)     Exchange Offer Registration Statement.  In connection with
the Exchange Offer, the Company and the Subsidiary Guarantors shall comply
with 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:

                 (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 federal law or a policy of the Commission, the Company and
     the Subsidiary Guarantors hereby agree to seek a no-action letter or
     other favorable decision from the Commission allowing the Company and the
     Subsidiary Guarantors to Consummate an Exchange Offer for such Series A
     Notes.  The Company and the Subsidiary Guarantors each hereby agree 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. In connection with the foregoing, the
     Company and the Subsidiary Guarantors hereby agree to (A) participate in
     telephonic conferences with

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     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 resolution (which need not be
     favorable) 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, (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 Series B Notes to be
     issued in the Exchange Offer and (C) it is acquiring the Series B 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 (including any no-action letter
     obtained pursuant to clause (i) above), and (2) must comply with the
     registration and prospectus delivery requirements of the 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
     Series B Notes obtained by such Holder in exchange for Series A Notes
     acquired by such Holder directly from the Company.

                 (iii)     Prior to effectiveness of the Exchange Offer
     Registration Statement, the Company and the Subsidiary Guarantors shall
     provide a supplemental letter to the Commission (A) stating that the
     Company and the Subsidiary Guarantors are registering the Exchange Offer
     in reliance on the position of the Commission enunciated in Exxon Capital
     Holdings Corporation (available May 13, 1988), Morgan Stanley and Co.,
     Inc. (available June 5, 1991) and, if applicable, any no-action letter
     obtained pursuant to clause (i) above, (B) including a representation
     that neither the Company nor any of the Subsidiary Guarantors has entered
     into any arrangement or understanding with any Person to distribute the
     Series B Notes to be received in the Exchange Offer and that, to the best
     of the Company's information and belief, each Holder participating in the
     Exchange Offer is acquiring the Series B Notes in its ordinary course of
     business and has no arrangement or understanding with any Person to
     participate in the distribution of the Series B Notes received in the
     Exchange Offer, and (C) including any other understanding or
     representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above.

          (b)     Shelf Registration Statement.  In connection with the Shelf
Registration Statement, the Company and the Subsidiary 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 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, within
the time periods and otherwise in accordance with the provisions hereof.

          (c)     General Provisions.  In connection with any Registration
Statement and any related 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 and the Subsidiary
Guarantors shall:

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                 (i)     use their best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements (including, if required by the Act or any regulation
     thereunder, financial statements of each of the Subsidiary 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 and the Subsidiary Guarantors 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 their best efforts to cause
     such amendment to be declared effective and such Registration Statement
     and the related Prospectus to become usable for their intended purpose(s)
     as soon as practicable thereafter;

                 (ii)     prepare and file with the Commission such amendments
     and post-effective amendments to the Registration Statement as may be
     necessary to keep the Registration Statement effective for the applicable
     period set forth in Section 3 or 4 hereof, as applicable, or such shorter
     period as will terminate when all Transfer Restricted 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 Act, and to
     comply fully with the applicable provisions of Rules 424 and 430A under
     the Act in a timely manner; and comply with the provisions of the 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 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, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto, or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading.  If at
     any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the
     Company and the Subsidiary Guarantors shall use their best efforts to
     obtain the withdrawal or lifting of such order at the earliest possible
     time;

                 (iv)     furnish to the Initial Purchasers, each selling
     Holder named in any Registration Statement or Prospectus and each of the
     underwriter(s) in connection with such sale, if any, before filing with
     the Commission, copies of any Registration Statement or Prospectus
     included therein or any amendments or supplements to any such
     Registration Statement or Prospectus (including all documents
     incorporated by reference after the initial filing of such Registration
     Statement), which documents will be subject to the review of such Holders
     and underwriter(s) in connection with such sale, if any, for a period of
     at least five Business Days, and the Company will not file any such
     Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus (including all such
     documents incorporated by reference) to which selling Holders of Transfer
     Restricted Securities covered by such Registration Statement or the
     underwriter(s) in connection with such sale, if any, shall reasonably
     object within five Business Days after the receipt thereof.  A selling
     Holder or underwriter, if any, shall be deemed to have reasonably
     objected to such filing if such Registration Statement, amendment,
     Prospectus or

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<PAGE>

     supplement, as applicable, as proposed to be filed, contains a material
     misstatement or omission or fails to comply with any applicable
     requirements of the Act specified in such objection;

                 (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 selling Holders and to
     the underwriter(s) in connection with such a sale, if any, make the
     representatives of the Company and the Subsidiary 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 such selling Holders or underwriter(s), if any,
     reasonably may request;

                 (vi)     make available at reasonable times for inspection by
     the selling Holders, any underwriter participating in any disposition
     pursuant to such Registration Statement, and any attorney or accountant
     retained by such selling Holders or any of such underwriter(s), all
     financial and other records, pertinent corporate documents and properties
     of the Company and the Subsidiary Guarantors and cause the Company's and
     the Subsidiary 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 or
     any post-effective amendment thereto subsequent to the filing thereof and
     prior to its effectiveness; (vii) if requested by any selling Holders or
     the underwriter(s) in connection with such sale, if any, promptly include
     in any Registration Statement or Prospectus, pursuant to a supplement or
     post-effective amendment if necessary, such information as such selling
     Holders and such 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
     included in such Prospectus supplement or post-effective amendment;

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

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

                 (x)     deliver to each selling Holder and each of the
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or supplement
     thereto as such Persons reasonably may request; the Company and the
     Subsidiary 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;

                 (xi)      enter into such agreements (including an
     underwriting agreement), and 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 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
     Subsidiary Guarantors shall:

                                       9
<PAGE>

                         (A)     furnish to each Initial Purchaser, each
        selling Holder and each underwriter, if any, in such substance and
        scope as they may request and as are customarily made by 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 Subsidiary Guarantors, confirming, as of the
                date thereof, the matters set forth in paragraphs (a), (b),
                (c), and (d) of Section 9 of the Purchase Agreement and such
                other matters as such parties may reasonably request;

                                (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 Subsidiary
                Guarantors covering the matters set forth in paragraph (e) of
                Section 9 of the Purchase Agreement and such other matters as
                such parties may reasonably request, and in any event
                including a statement to the effect that such counsel has
                participated in conferences with officers and other
                representatives of the Company and the Subsidiary Guarantors,
                representatives of the independent public accountants for the
                Company and the Subsidiary Guarantors, the Initial Purchasers'
                representatives and the counsel to the Initial Purchasers 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 to a large extent 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 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, statistical and accounting 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

                                      10
<PAGE>

                forth in the comfort letters delivered pursuant to Section
                9(i) 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 and the Subsidiary Guarantors pursuant to this clause (xi), if
        any.

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

                 (xii)     prior to any public offering of Transfer Restricted
     Securities, 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), if any, may request and do any and all other acts or
     things necessary or advisable to enable the disposition in such
     jurisdictions of the Transfer Restricted Securities covered by the
     applicable Registration Statement; provided, however, that neither the
     Company nor any of the Subsidiary Guarantors shall be required to
     register or qualify as a foreign corporation where it is not now 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 now so subject;

                 (xiii)     issue, upon the request of any Holder of Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes, having an aggregate principal amount equal to
     the aggregate principal amount of Series A Notes surrendered to the
     Company by such Holder in exchange therefor or being sold by such Holder;
     such Series B 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 Series A Notes held by such Holder shall be surrendered to the
     Company for cancellation;

                 (xiv)     in connection with any Sale of Transfer Restricted
     Securities that will result in such securities no longer being Transfer
     Restricted Securities, 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 to register such Transfer
     Restricted Securities in such denominations and such names as the Holders
     or the underwriter(s), if any, may request at least two Business Days
     prior to such sale of Transfer Restricted Securities;

                 (xv)     use their 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;

                 (xvi)     if any fact or event contemplated by Section
     6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or
     post-effective amendment to the Registration Statement or related
     Prospectus or any document incorporated therein by reference or file any
     other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted 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;

                                      11
<PAGE>

                 (xvii)     provide a CUSIP number for all Transfer Restricted
     Securities not later than the effective date of the Registration
     Statement covering such Transfer Restricted Securities and provide the
     Trustee under the Indenture with printed certificates for the Transfer
     Restricted Securities which are in a form eligible for deposit with the
     Depository Trust Company;

                 (xviii)     cooperate and assist in any filings required to
     be made with the NASD and in the performance of any due diligence
     investigation by any underwriter (including any "qualified independent
     underwriter") that is required to be retained in accordance with the
     rules and regulations of the NASD, and use their 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;

                 (xix)     otherwise use their best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to their securityholders, as soon as practicable, a
     consolidated earnings statement meeting the requirements of Rule 158
     under the Act (which need not be audited) covering a twelve-month period
     (A) beginning 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, commencing with the first month of the Company's first quarter
     commencing after the effective date of the Registration Statement.

                 (xx)     cause the Indenture to be qualified under the TIA
     not later than the effective date of the first Registration Statement
     required by this Agreement, and, in connection therewith, cooperate with
     the Trustee 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 TIA; and execute and use their 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;

                 (xxi)     provide promptly to each Holder upon request each
     document filed with the Commission pursuant to the requirements of
     Section 13 or Section 15(d) of the Exchange Act; and

                 (xxii)     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
     Series A Notes or the managing underwriter(s), if any.

          (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.

SECTION 7.     REGISTRATION EXPENSES.

                                      12
<PAGE>

          (a)     All expenses incident to the Company's or the Subsidiary
Guarantors' performance of or compliance with this Agreement will be borne by
the Company or the Subsidiary 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, as 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 Series B Notes and printing of Prospectuses), (iv)
reasonable messenger, delivery service and telephone charges; (v) all fees and
disbursements of counsel for the Company, the Subsidiary Guarantors and, in
accordance with Section 7(b) below, the Holders of Transfer Restricted
Securities; (vi) all application and filing fees in connection with listing
Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; and (vii) all fees and disbursements of
independent certified public accountants of the Company and the Subsidiary
Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).

          The Company and the Subsidiary Guarantors will, in any event, bear
their internal expenses (including, without limitation, all salaries and
expenses of their 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 and the Subsidiary
Guarantors.

          (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 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 Latham & Watkins or such other counsel as may 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)     Each of the Company and the Subsidiary Guarantors agrees,
jointly and severally, to indemnify and hold harmless (i) each Holder
(including, without limitation, each Holder which is a Broker-Dealer), (ii)
each person, if any, who controls (within the meaning of Section 15 of the 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 costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the 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 thereto or supplement thereof), or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or expenses are caused by an untrue statement or
omission or alleged untrue statement or omission that is made in reliance upon
and in conformity with information relating to any of the Holders furnished in
writing to the Company by or on behalf of any of the Holders expressly for use
therein.  Each of the Company and the Subsidiary Guarantors agrees, jointly
and severally, to notify you promptly of the institution, threat or assertion
of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement which
involves the Company, the Subsidiary Guarantors or any Indemnified Person.
This indemnity agreement will be in addition to any liability which the
Company or the Subsidiary Guarantors may otherwise have, including under this
Agreement.

                                      13
<PAGE>

          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 Subsidiary Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly
notify the Company and the Subsidiary Guarantors in writing (provided, that
the failure to give such notice shall not relieve the Company or the
Subsidiary Guarantors of their obligations pursuant to this Agreement except
to the extent that the Company or the Subsidiary Guarantors has been
prejudiced in any material respect by such failure).  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 Subsidiary Guarantors (regardless of whether it is ultimately determined
that an Indemnified Holder is not entitled to indemnification hereunder).
Neither the Company nor any of the Subsidiary 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.  Each of the Company and the Subsidiary Guarantors
shall be liable for any settlement of any such action or proceeding effected
with the Company's or the Subsidiary Guarantors' prior written consent, which
consent shall not be unreasonably withheld, and the Company and each of the
Subsidiary Guarantors agree, jointly and severally, 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 or the Subsidiary Guarantors.
Notwithstanding the immediately preceding sentence, if at any time an
Indemnified Holder shall have requested an indemnifying party to reimburse the
Indemnified Holder for fees and expenses of counsel as contemplated by the
second sentence of this paragraph, the indemnifying party agrees that it shall
be liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 20 Business Days
after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the Indemnified Holder in
accordance with such request prior to the date of such settlement.  Neither
the Company nor any of the Subsidiary Guarantors shall, without the prior
written consent of each Indemnified Holder, settle or compromise or consent to
the entry of 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
Subsidiary Guarantors, and their respective directors and officers, and any
person controlling (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) the Company, the Subsidiary Guarantors 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 Subsidiary 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 by or on behalf of such Holder to the Company
expressly for use in any Registration Statement or Prospectus.  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 its sale of the
Notes giving rise to such indemnification obligation.

          (c)     In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 8 is for any reason
held to be unavailable (other than by reason of exceptions provided for in
this Section 8) from the Company or the Subsidiary Guarantors or is
insufficient to hold harmless a party indemnified thereunder, the Company or
the Subsidiary Guarantors and each Holder shall contribute to the aggregate
losses, claims, damages, liabilities, and expenses of the nature contemplated
by such indemnification provision (including any investigation, legal and
other expenses incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claims asserted, but after deducting
in the case of losses, claims, damages, liabilities and expenses suffered by
the Company, any contribution received by the Company and the Subsidiary
Guarantors from persons, other than any Indemnified Holders, who may also be
liable for contribution, including persons who control the Company or the
Subsidiary Guarantors within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act) to which the Company, the Subsidiary Guarantors and
any Holder may be subject, in such

                                      14
<PAGE>

proportion as is appropriate to reflect the relative benefits received by (i)
the Company and the Subsidiary Guarantors from the offering of the Series A
Senior Notes and (ii) any such Holder (and its related Indemnified Holder)
from its sale if applicable law or indemnification is not available as a
result of the indemnifying party not having received notice as provided in
this Section 8, in such proportion as is appropriate to reflect not only the
relative benefits referred to above but also the relative fault of the Company
and the Subsidiary Guarantors, on the one hand, and such Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations.  The relative benefits received by the
Company and the Subsidiary Guarantors, on the one hand, and any Holder, on the
other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the offering of Series A Notes (net of discounts but before
deducting expenses) received by the Company and the Subsidiary Guarantors and
(y) the total proceeds received by such Holder upon its sale of Series A Notes
which otherwise would give rise to the indemnification obligation,
respectively. The relative fault of the Company and the Subsidiary Guarantors,
on the one hand, and of any Holder, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company and the
Subsidiary Guarantors, or such Holder or its related Indemnified Holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

          The Company, the Subsidiary Guarantors and each Holder of Transfer
Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above.  The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages, liabilities or
expenses referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Person in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 8, (i) none of the Holders or its related
Indemnified Holders shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total received by such Holder with
respect to the sale of its Series A Notes exceeds the sum of (A) the amount
paid by such Holder for its Series A Notes and (B) 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, and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 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 Series A Notes held by each of the Holders
hereunder and not joint.

          For purposes of this Section 8, each person which has the
relationship to a Holder specified in clause (ii) or (iii) of Section 8(a),
shall have the same rights to contribution as such Holder, and each officer,
director, and person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act shall have the same
rights to contribution as the Company, subject in each case to the limitations
set forth in the immediately preceding paragraph.  Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this Section
8, notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they
may have under this Section 8 or otherwise except to the extent that it has
been prejudiced in any material respect by such failure.  No party shall be
liable for contribution with respect to any action or claim settled without
its written consent; provided, however, that such written consent was not
unreasonably withheld.

                                      15
<PAGE>

SECTIONS 9.     RULE 144A.

          The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available upon
request of any Holder of Transfer Restricted Securities, 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 Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A.


SECTIONS 10.     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; such investment bankers and manager or
managers are referred to herein as the "underwriters."


SECTION 12.     MISCELLANEOUS.

          (a)     Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture, the Purchase Agreement
or granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement.  The
Company and the Subsidiary Guarantors agree that monetary damages (including
the liquidated damages contemplated hereby) would not be adequate compensation
for any loss incurred by reason of a breach by them of the provisions of this
Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

          (b)     No Inconsistent Agreements.  Neither the Company nor any of
the Subsidiary Guarantors will, 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.  Neither the Company nor any of the Subsidiary
Guarantors has previously entered into any agreement remaining in effect that
grants any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with
and are not inconsistent with the rights granted to the holders of the
Company's securities under any agreement in effect on the date hereof.

          (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 Company to Consummate
any Exchange Offer.

          (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

                                      16
<PAGE>

be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered.

          (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 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 or the Subsidiary Guarantors:

                          RBX Corporation
                          5221 ValleyPark Drive
                          Roanoke, VA 24019-3074
                          Facsimile: (703) 561-6033
                          Attention: Chief Financial Officer

                 With a copy to:

                          Kirkland & Ellis
                          655 15th Street, N.W.
                          Washington, D.C. 20005
                          Facsimile: (202) 879-5200
                          Attention:  Jack Feder, Esq.

          All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five days
after being deposited in the mail, postage prepaid, if mailed; when
confirmation is received, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to a reputable
courier guaranteeing overnight delivery.

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

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

          (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 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

                                      17
<PAGE>

forth or referred to herein with respect to the registration rights granted by
the Company with respect to the Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


                           [signature page follows]

                                      18
<PAGE>

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


RBX CORPORATION


By:    /s/ Frank H. Roland
    -------------------------------
Name:  Frank H. Roland
Title:  President and Chief
         Executive Officer

GROENDYK MANUFACTURING COMPANY INC.    RUBATEX CORPORATION


By:    /s/ Frank H. Roland             By:    /s/ Frank H. Roland
    -------------------------------        -------------------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
         Executive Officer                      Executive Officer

HOOVER-HANES RUBBER CUSTOM MIXING      UNIVERSAL POLYMER & RUBBER INC.
CORP.

By:    /s/ Frank H. Roland             By:    /s/ Frank H. Roland
    -------------------------------        -------------------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
         Executive Officer                      Executive Officer

MIDWEST RUBBER CUSTOM MIXING CORP.     UNIVERSAL RUBBER COMPANY


By:    /s/ Frank H. Roland             By:    /s/ Frank H. Roland
    -------------------------------        -------------------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
         Executive Officer                      Executive Officer

OLETEX INC.                            WALTEX CORPORATION


By:    /s/ Frank H. Roland             By:    /s/ Frank H. Roland
    -------------------------------        -------------------------------
Name:  Frank H. Roland                 Name:  Frank H. Roland
Title:  President and Chief            Title:  President and Chief
         Executive Officer                      Executive Officer

                                      S-1
<PAGE>

                                        [Signature page to Registration
                                                       Rights Agreement]


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION



By:    /s/ Michael Hooks
   --------------------------------
   Name:  Michael Hooks
   Title:    Managing Director


CHASE SECURITIES INC.



By:    /s/ Chris Linneman
   --------------------------------
   Name:  Chris Linneman
   Title:    Managing Director

                                      S-2