EXHIBIT 4.11

                      NORTH ATLANTIC TRADING COMPANY, INC.

                    $200,000,000 9 1/4% SENIOR NOTES DUE 2012


                          REGISTRATION RIGHTS AGREEMENT


                                                             New York, New York
                                                              February 17, 2004


Citigroup Global Markets Inc.
  As Representative of the Initial Purchasers
388 Greenwich Street
New York, New York 10013

Dear Sirs:

           North Atlantic Trading Company, Inc., a corporation organized under
the laws of Delaware (the "Company"), proposes to issue and sell to Citigroup
Global Markets Inc. and RBC Capital Markets Corporation (the "Initial
Purchasers"), upon the terms set forth in a purchase agreement dated February
11, 2004 (the "Purchase Agreement") relating to the initial placement of the
Notes (the "Initial Placement"), $200,000,000 aggregate principal amount of its
9 1/4% Senior Notes due 2012 (the "Notes"). The Company's obligations under the
Notes will be guaranteed on a senior unsecured basis (the "Guarantees") by each
of the Company's existing and certain of the Company's future subsidiaries
(collectively, the "Guarantors"). References herein to the "Issuers" refer to
the Company and the Guarantors. References herein to the "Securities" refer to
the Notes and the Guarantees. To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy a condition of your obligations thereunder,
the Issuers agree with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

           1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

           "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

           "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of


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a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

           "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

           "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

           "By-laws" shall have the meaning set forth in Section 4(u) hereof.

           "Commission" shall mean the Securities and Exchange Commission.

           "Company" shall have the meaning set forth in the preamble hereto.

           "Conduct Rules" shall have the meaning set forth in Section 4(u)
hereof.

           "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

           "Exchange Offer Registration Period" shall mean the 180-day period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

           "Exchange Offer Registration Statement" shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

           "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from any
Issuer or any Affiliate of any Issuer) for New Securities.

           "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

           "Guarantee" shall have the meaning set forth in the preamble hereto.


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           "Guarantors" shall have the meaning set forth in the preamble hereto.

           "Holder" shall have the meaning set forth in the preamble hereto.

           "Indenture" shall mean the Indenture relating to the Securities,
dated as of February 17, 2004, among the Issuers and Wells Fargo Bank Minnesota,
National Association, as trustee, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with the terms
thereof.

           "Initial Placement" shall have the meaning set forth in the preamble
hereto.

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

           "Issuers" shall have the meaning set forth in the preamble hereto.

           "Losses" shall have the meaning set forth in Section 6(d) hereof.

           "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities and New Securities registered under a
Registration Statement.

           "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

           "New Securities" shall mean debt securities of the Issuers identical
in all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture.

           "Notes" shall have the meaning set forth in the preamble hereto.

           "Person" shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

           "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

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

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<PAGE>
           "Registered Exchange Offer" shall mean the proposed offer of the
Issuers to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

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

           "Securities" shall have the meaning set forth in the preamble hereto.

           "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

           "Shelf Registration Period" has the meaning set forth in Section
3(b)(ii) hereof.

           "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuers pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

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

           "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

           2. Registered Exchange Offer. (a) The Issuers shall prepare and, not
later than 90 days following the date of the original issuance of the Securities
(or if such 90th day is not a Business Day, the next succeeding Business Day),
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer. The Issuers shall use their respective
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Act within 180 days of the date of the original issuance of
the Securities (or if such 180th day is not a Business Day, the next succeeding
Business Day).

           (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is


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not an Affiliate of any of the Issuers, acquires the New Securities in the
ordinary course of such Holder's business, has no arrangements with any Person
to participate in the distribution of the New Securities and is not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States. The Issuers shall use their respective best
efforts to cause the Registered Exchange Offer to be consummated within 210 days
of the date of the original issuance of the Securities (or if such 210th day is
not a Business Day, the next succeeding Business Day).

           (c) In connection with the Registered Exchange Offer, the Issuers
shall:

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

                      (ii) keep the Registered Exchange Offer open for not less
           than 20 Business Days after the date notice thereof is mailed to the
           Holders (or longer if required by applicable law);

                      (iii) use their respective best efforts to keep the
           Exchange Offer Registration Statement continuously effective under
           the Act, supplemented and amended as required under the Act, to
           ensure that it is available for sales of New Securities by Exchanging
           Dealers during the Exchange Offer Registration Period;

                      (iv) utilize the services of a depositary for the
           Registered Exchange Offer with an address in the Borough of Manhattan
           in New York City, which may be the Trustee or one of its Affiliates;

                      (v) permit Holders to withdraw tendered Securities at any
           time prior to 5:00 p.m., New York time, on the last Business Day on
           which the Registered Exchange Offer is open;

                      (vi) prior to effectiveness of the Exchange Offer
           Registration Statement, provide a supplemental letter to the
           Commission (A) stating that the Issuers are conducting the Registered
           Exchange Offer in reliance on the position of the Commission in Exxon
           Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
           Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a
           representation that the Issuers have not entered into any arrangement
           or understanding with any Person to distribute the New Securities to
           be received in the Registered Exchange Offer and that, to the best of
           the Issuers' information and belief, each Holder participating in the
           Registered Exchange Offer is acquiring the New Securities in the
           ordinary course of business and has no arrangement or understanding


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           with any Person to participate in the distribution of the New
           Securities; and

                      (vii) comply in all respects with all applicable laws.

           (d) As soon as practicable after the close of the Registered Exchange
Offer, the Issuers shall:

                      (i) accept for exchange all Securities validly tendered
           and not validly withdrawn pursuant to the Registered Exchange Offer;

                      (ii) deliver to the Trustee for cancellation in accordance
           with Section 4(s) all Securities so accepted for exchange; and

                      (iii) cause the Trustee promptly to authenticate and
           deliver to each Holder of Securities a principal amount of New
           Securities equal to the principal amount of the Securities of such
           Holder so accepted for exchange.

           (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities, if the resales are of New Securities
obtained by such Holder in exchange for Securities acquired by such Holder
directly from any Issuer or an Affiliate of an Issuer, (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction and such transaction must 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 under the Act.
Accordingly, each Holder participating in the Registered Exchange Offer shall be
required to represent in writing to the Issuers that, at the time of the
consummation of the Registered Exchange Offer:

                      (i) any New Securities received by such Holder will be
           acquired in the ordinary course of business;

                      (ii) such Holder will have no arrangement or understanding
           with any Person to participate in the distribution of the Securities
           or the New Securities within the meaning of the Act;

                      (iii) such Holder is not an Affiliate of any Issuer (or if
           it is, that it will comply with the registration and prospectus
           delivery requirements of the Act to the extent applicable); and


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                      (iv) if such Holder is a Broker-Dealer, that it will
           receive New Securities for its own account in exchange for Securities
           that were acquired as a result of market making activities or other
           trading activities and that it will deliver a prospectus in
           connection with any resale of such New Securities.

           (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Issuers shall issue and deliver to such Initial
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Issuers shall use their respective best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.

           3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within 210
days of the date hereof; (iii) prior to the 20th day following the consummation
of the Registered Exchange Offer, any Initial Purchaser so requests with respect
to Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) prior to the 20th day following the consummation
of the Registered Exchange Offer, any Holder (other than an Initial Purchaser)
is not eligible to participate in the Registered Exchange Offer; or (v) prior to
the 20th day following the consummation of the Registered Exchange Offer, in the
case of any Initial Purchaser that participates in the Registered Exchange Offer
or acquires New Securities pursuant to Section 2(f) hereof, such Initial
Purchaser does not receive freely tradable New Securities in exchange for
Securities constituting any portion of an unsold allotment (it being understood
that (x) the requirement that an Initial Purchaser deliver a Prospectus
containing the information required by Item 507 or 508 of Regulation S-K under
the Act in connection with sales of New Securities acquired in exchange for such
Securities shall result in such New Securities being not "freely tradeable"; and
(y) the requirement that an Exchanging Dealer deliver a Prospectus in connection
with sales of New Securities acquired in the Registered Exchange Offer in
exchange for Securities acquired as a result of market-making activities or
other trading activities shall not result in such New Securities being not
"freely tradeable"), the Issuers shall effect a Shelf Registration Statement in
accordance with subsection (b) below.

           (b) (i) The Issuers shall as promptly as practicable (but in no event
more than 45 days after so required or requested pursuant to this Section 3),
file with the Commission and thereafter shall use their respective best efforts
to cause to be declared effective under the Act within 135 days after such


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filing obligation arises a Shelf Registration Statement in accordance with Rule
415 under the Act relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the
Issuers may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of their obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.

           (ii) The Issuers shall use their respective best efforts to keep the
Shelf Registration Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years (or one year if filed at the
request of one or more of the Initial Purchasers) from the date the Shelf
Registration Statement is declared effective by the Commission or such shorter
period that will terminate when all the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement (x) have been sold
pursuant to the Shelf Registration Statement or (y) can be sold pursuant to Rule
144(k) under the Act (in any such case, such period being called the "Shelf
Registration Period"). The Issuers shall be deemed not to have used their
respective best efforts to keep the Shelf Registration Statement effective
during the requisite period if they voluntarily take any action that would
result in Holders of Securities covered thereby not being able to offer and sell
such Securities during that period, unless (A) such action is required by
applicable law; or (B) such action is taken by the Issuers in good faith and for
valid business reasons (not including avoidance of the Issuers' obligations
hereunder), including the acquisition or divestiture of assets, mergers and
combinations and similar events, so long as the Issuers promptly thereafter
comply with the requirements of Section 4(k) hereof, if applicable.

           (iii) The Issuers shall cause the Shelf Registration Statement and
the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply as to form in all material respects with the
applicable requirements of the Act; and (B) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.


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<PAGE>
           4. Additional Registration Procedures. In connection with any Shelf
Registration Statement or any Exchange Offer Registration Statement, to the
extent applicable, the following provisions shall apply.

           (a) The Issuers shall:

                      (i) furnish to you, not less than five Business Days prior
           to the filing thereof with the Commission, a copy of any Exchange
           Offer Registration Statement and any Shelf Registration Statement,
           and each amendment thereof and each amendment or supplement, if any,
           to the Prospectus included therein (including, upon request, all
           documents incorporated by reference therein after the initial filing)
           and shall use their respective best efforts to reflect in each such
           document, when so filed with the Commission, such comments as you
           reasonably propose;

                      (ii) include the information set forth in Annex A hereto
           on the facing page of the Exchange Offer Registration Statement, in
           Annex B hereto in the forepart of the Exchange Offer Registration
           Statement in a section setting forth details of the Exchange Offer,
           in Annex C hereto in the underwriting or plan of distribution section
           of the Prospectus contained in the Exchange Offer Registration
           Statement, and in Annex D hereto in the letter of transmittal
           delivered pursuant to the Registered Exchange Offer;

                      (iii) if requested by an Initial Purchaser, include the
           information required by Item 507 or 508 of Regulation S-K, as
           applicable, in a Prospectus contained in a post-effective amendment
           to the Exchange Offer Registration Statement; and

                      (iv) in the case of a Shelf Registration Statement,
           include the names of the Holders that propose to sell Securities
           pursuant to the Shelf Registration Statement as selling security
           holders.

           (b) The Issuers shall use their respective best efforts to ensure
that:

                      (i) any Registration Statement and any amendment thereto
           and any Prospectus forming part thereof and any amendment or
           supplement thereto complies as to form in all material respects with
           the Act; and

                      (ii) any Registration Statement and any amendment thereto
           does not, when it becomes effective, contain an untrue statement of a
           material fact or omit to state a material fact required to be stated
           therein or necessary to make the statements therein not misleading.

           (c) The Issuers shall advise you, the Holders of Securities covered
by any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Issuers a
telephone or facsimile number and address for notices, and, if requested by you


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or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Issuers shall have
remedied the basis for such suspension):

                      (i) when the Registration Statement and any amendment
           thereto has been filed with the Commission and when the Registration
           Statement or any post-effective amendment thereto has become
           effective;

                      (ii) of any request by the Commission for any amendment or
           supplement to the Registration Statement or the Prospectus or for
           additional information;

                      (iii) of the issuance by the Commission of any stop order
           suspending the effectiveness of the Registration Statement or the
           initiation of any proceedings for that purpose;

                      (iv) of the receipt by any Issuer of any notification with
           respect to the suspension of the qualification of the securities
           included therein for sale in any jurisdiction or the initiation of
           any proceeding for such purpose; and

                      (v) of the happening of any event that requires any change
           in the Registration Statement or the Prospectus so that, as of such
           date, the statements therein are not misleading and do not omit to
           state a material fact required to be stated therein or necessary to
           make the statements therein (in the case of the Prospectus, in the
           light of the circumstances under which they were made) not
           misleading.

           (d) The Issuers shall use their respective best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or, as may be reasonably required by any Holder, the qualification of
the securities therein for sale in any jurisdiction at the earliest possible
time.

           (e) The Issuers shall furnish to each Holder of Securities covered by
any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder has so
requested in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

           (f) The Issuers shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Issuers consent
to, during the Shelf Registration Period, the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of securities in


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connection with the offering and sale of the securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

           (g) The Issuers shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

           (h) The Issuers shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other Person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Issuers consent to, during the Exchange Offer Registration Period, the use of
the Prospectus or any amendment or supplement thereto by any Initial Purchaser,
any Exchanging Dealer and any such other Person that may be required to deliver
a Prospectus following the Registered Exchange Offer in connection with the
offering and sale of the New Securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration
Statement.

           (i) Prior to the Registered Exchange Offer or any other offering of
Securities or New Securities pursuant to any Registration Statement, the Issuers
shall use their respective best efforts to arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws of
such jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall any
Issuer be obligated to qualify to do business in any jurisdiction where it is
not then so qualified or to take any action that would subject it to service of
process in suits, other than those suits arising out of the Initial Placement,
the Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, to the extent applicable, or to taxation in any such jurisdiction
where it is not then so subject.

           (j) The Issuers shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

           (k) Upon the occurrence of any event contemplated by subsections (c)
(ii) through (v) above, the Issuers shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to initial purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration


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Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

           (l) Not later than the effective date of any Registration Statement,
the Issuers shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement and
provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

           (m) The Issuers shall comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Registered
Exchange Offer and the Shelf Registration and shall make generally available to
their respective security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying
the provisions of Section 11(a) of the Act.

           (n) The Issuers shall cause the Indenture to be qualified under the
Trust Indenture Act in a timely manner.

           (o) The Issuers may require each Holder of Securities or New
Securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Issuers such information regarding the Holder and the distribution of such
Securities or New Securities as the Issuers may from time to time reasonably
require for inclusion in such Registration Statement. The Issuers may exclude
from such Shelf Registration Statement the Securities or New Securities of any
Holder that fails to furnish such information within a reasonable time after
receiving such request.

           (p) In the case of any Shelf Registration Statement, the Issuers
shall enter into such agreements and take all other appropriate actions
(including if requested an underwriting agreement in customary form) in order to
expedite or facilitate the registration or the disposition of the Securities or
New Securities, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 (or such other
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any), with respect to all parties to be indemnified pursuant to
Section 6.

           (q) In the case of any Shelf Registration Statement, the Issuers
shall:

                      (i) make reasonably available for inspection by the
           Holders of Securities or New Securities to be registered thereunder,
           any underwriter participating in any disposition pursuant to such


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           Registration Statement, and any attorney, accountant or other agent
           retained by the Holders or any such underwriter all relevant
           financial and other records, pertinent corporate documents and
           properties of the Issuers and their subsidiaries;

                      (ii) cause the officers, directors and employees of each
           Issuer to supply all relevant information reasonably requested by the
           Holders or any such underwriter, attorney, accountant or agent in
           connection with any such Registration Statement as is customary for
           similar due diligence examinations; provided, however, that any
           information that is designated in writing by any Issuer, in good
           faith, as confidential at the time of delivery of such information
           shall be kept confidential by the Holders or any such underwriter,
           attorney, accountant or agent, unless such disclosure is made in
           connection with a court proceeding or required by law, or such
           information becomes available to the public generally or through a
           third party without an accompanying obligation of confidentiality;

                      (iii) in the case of any Shelf Registration that involves
           an underwritten public offering, make such representations and
           warranties to the Holders of Securities or New Securities registered
           thereunder and the underwriters, if any, in form, substance and scope
           as are customarily made by issuers to selling security holders and
           underwriters, respectively, in underwritten offerings and covering
           matters including, but not limited to, those set forth in the
           Purchase Agreement;

                      (iv) in the case of any Shelf Registration that involves
           an underwritten public offering, obtain opinions of counsel to the
           Issuers and updates thereof (which counsel and opinions (in form,
           scope and substance) shall be reasonably satisfactory to the Managing
           Underwriters, if any) addressed to each selling Holder and the
           underwriters, if any, covering such matters as are customarily
           covered in opinions requested in underwritten offerings and such
           other matters as may be reasonably requested by such Holders and
           underwriters, if any;

                      (v) in the case of any Shelf Registration that involves an
           underwritten public offering, obtain "cold comfort" letters and
           updates thereof from the independent certified public accountants of
           the Company (and, if necessary, any other independent certified
           public accountants of any subsidiary of the Company or of any
           business acquired by the Company for which financial statements and
           financial data are, or are required to be, included in the
           Registration Statement), addressed to each selling Holder of
           Securities or New Securities registered thereunder (provided such
           Holder provides such accountants with the representations as such
           accountants customarily require in similar situations) and the
           underwriters, if any, in customary form and covering matters of the
           type customarily covered in "cold comfort" letters in connection with
           primary underwritten offerings; and


                                       13
<PAGE>
                      (vi) in the case of any Shelf Registration that involves
           an underwritten public offering, deliver such documents and
           certificates as may be reasonably requested by the Majority Holders
           and the Managing Underwriters, if any, including those to evidence
           compliance with Section 4(k) and with any customary conditions
           contained in the underwriting agreement or other agreement entered
           into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

           (r) In the case of any Exchange Offer Registration Statement, the
Issuers shall:

                      (i) make reasonably available for inspection by such
           Initial Purchaser, and any attorney, accountant or other agent
           retained by such Initial Purchaser, all relevant financial and other
           records, pertinent corporate documents and properties of the Company
           and its subsidiaries;

                      (ii) cause the officers, directors and employees of each
           Issuer to supply all relevant information reasonably requested by
           such Initial Purchaser or any such attorney, accountant or agent in
           connection with any such Registration Statement as is customary for
           similar due diligence examinations; provided, however, that any
           information that is designated in writing by any Issuer, in good
           faith, as confidential at the time of delivery of such information
           shall be kept confidential by such Initial Purchaser or any such
           attorney, accountant or agent, unless such disclosure is made in
           connection with a court proceeding or required by law, or such
           information becomes available to the public generally or through a
           third party without an accompanying obligation of confidentiality;

                      (iii) upon request by such Initial Purchaser, make such
           representations and warranties to such Initial Purchaser, in form,
           substance and scope as are customarily made by issuers to
           underwriters in primary underwritten offerings and covering matters
           including, but not limited to, those set forth in the Purchase
           Agreement;

                      (iv) upon request by such Initial Purchaser, obtain
           opinions of counsel to the Issuers and updates thereof (which counsel
           and opinions (in form, scope and substance) shall be reasonably
           satisfactory to such Initial Purchaser and its counsel, addressed to
           such Initial Purchaser, covering such matters as are customarily
           covered in opinions requested in underwritten offerings and such
           other matters as may be reasonably requested by such Initial
           Purchaser or its counsel;

                                       14
<PAGE>
                      (v) upon request by such Initial Purchaser, obtain "cold
           comfort" letters and updates thereof from the independent certified
           public accountants of the Company (and, if necessary, any other
           independent certified public accountants of any subsidiary of the
           Company or of any business acquired by the Company for which
           financial statements and financial data are, or are required to be,
           included in the Registration Statement), addressed to such Initial
           Purchaser, in customary form and covering matters of the type
           customarily covered in "cold comfort" letters in connection with
           primary underwritten offerings, or if requested by such Initial
           Purchaser or its counsel in lieu of a "cold comfort" letter, an
           agreed upon procedures letter under Statement on Auditing Standards
           No. 35, covering matters requested by such Initial Purchaser or its
           counsel; and

                      (vi) deliver such documents and certificates as may be
           reasonably requested by such Initial Purchaser or its counsel,
           including those to evidence compliance with Section 4(k) and with
           conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

           (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or cause to be marked, on the Securities so exchanged that such Securities
are being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

           (t) The Issuers will use their respective best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

           (u) In connection with any Shelf Registration Statement, in the event
that any Broker-Dealer shall underwrite any Securities or participate as a
member of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules of Fair Practice (the
"Conduct Rules") and the By-Laws of the National Association of Securities
Dealers, Inc. (the "By-Laws")) thereof, whether as a Holder of such Securities
or as an underwriter, a placement or sales agent or a broker or dealer in


                                       15
<PAGE>
respect thereof, or otherwise, the Issuers shall assist such Broker-Dealer in
complying with the requirements of such Conduct Rules and By-Laws, including,
without limitation, by:

                      (i) if such Conduct Rules or By-laws shall so require,
           engaging a "qualified independent underwriter" (as defined in such
           Conduct Rules) to participate in the preparation of the Registration
           Statement, to exercise usual standards of due diligence with respect
           thereto and, if any portion of the offering contemplated by such
           Registration Statement is an underwritten offering or is made through
           a placement or sales agent, to recommend the yield of such
           Securities;

                      (ii) indemnifying any such qualified independent
           underwriter to the extent of the indemnification of underwriters
           provided in Section 6 hereof;

                      (iii) providing such information to such Broker-Dealer as
           may be required in order for such Broker-Dealer to comply with the
           requirements of such Conduct Rules; and

                      (iv) the Issuers shall use their respective best efforts
           to take all other steps necessary to effect the registration of the
           Securities or the New Securities, as the case may be, covered by a
           Registration Statement.

           5. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

           6. Indemnification and Contribution. (a) The Issuers, jointly and
severally, agree to indemnify and hold harmless each Holder of Securities or New
Securities, as the case may be, covered by any Registration Statement (including
each Initial Purchaser and each Affiliate thereof and, with respect to any
Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each Person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or


                                       16
<PAGE>
necessary to make the statements therein not misleading, and agree to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Issuers will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Issuers by or on behalf of any such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a
Registration Statement, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any such indemnified party from whom the
person asserting any such losses, claims, damages or liabilities purchased the
securities concerned, if a copy of the prospectus relating to such Securities or
New Securities (as amended or supplemented at the time of sale) was required to
be delivered by such indemnified party and was not delivered as given by or on
behalf of such indemnified party to such person and if such prospectus (as so
amended or supplemented) would have corrected the defect giving rise to such
loss, claim, damage or liability. This indemnity agreement will be in addition
to any liability which the Issuers may otherwise have.

           The Issuers also jointly and severally agree to indemnify or
contribute as provided in Section 6(d) to Losses of any underwriter of
Securities or New Securities, as the case may be, registered under a Shelf
Registration Statement, its directors, officers, employees or agents and each
Person who controls such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof.

           (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Issuers and each of their respective
directors, each of their respective officers who signs such Registration
Statement and each Person who controls any Issuer within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Issuers to each such Holder, but only with reference to written information
relating to such Holder furnished to the Issuers by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.

           (c) Promptly after receipt by an indemnified party under this Section
6 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from


                                       17
<PAGE>
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding. An indemnifying party
shall not be liable for any settlement or compromise or consent to entry of
judgment in respect of any claim or action effected without its written consent,
which consent may not be unreasonably withheld. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have request an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel in
accordance with this Section and the indemnifying party is in material breach of
this Section, 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 30 days after receipt by such indemnifying
party of the aforesaid request, (ii) the indemnifying party has received notice
of the terms of the proposed settlement and of the alleged bases of the material
breach and (iii) the indemnifying party shall not have cured such breach within
five business days of the notice referred to in clause (ii) immediately above.


                                       18
<PAGE>
           (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Purchase Agreement, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Issuers shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth in the Purchase Agreement and
(y) the total amount of additional interest which the Issuers were not required
to pay as a result of registering the securities covered by the Registration
Statement which resulted in such Losses. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth in the Purchase Agreement, and benefits received by any
other Holders shall be deemed to be equal to the value of receiving Securities
or New Securities, as applicable, registered under the Act. Benefits received by
any underwriter shall be deemed to be equal to the total underwriting discounts
and commissions, as set forth on the cover page of the Prospectus forming a part
of the Registration Statement which resulted in such Losses. Relative fault
shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), 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. For purposes of
this Section, each Person who controls a Holder within the meaning of either the


                                       19
<PAGE>
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
Person who controls any Issuer within the meaning of either the Act or the
Exchange Act, each officer of any Issuer who shall have signed the Registration
Statement and each director of any Issuer shall have the same rights to
contribution as the Issuers, subject in each case to the applicable terms and
conditions of this paragraph (d).

           (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
any Issuer or any of the officers, directors or controlling Persons referred to
in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

           7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

           (b) No Person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

           8. No Inconsistent Agreements. No Issuer has, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

           9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuers have obtained the written
consent of the Majority Holders; provided that, with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Issuers shall obtain the written consent of each such Initial Purchaser
against which such amendment, qualification, supplement, waiver or consent is to
be effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.


                                       20
<PAGE>
           10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

           (a) if to a Holder, at the most current address given by such Holder
to the Issuers in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Citigroup
Global Markets Inc;

           (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

           (c) if to any Issuer, initially at its address set forth in the
Purchase Agreement.

           All such notices and communications shall be deemed to have been duly
given when received.

           The Initial Purchasers or the Issuers by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

           11. 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 the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders of Securities and the New Securities. The
Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

           12. Counterparts. This agreement may be in signed counterparts, each
of which shall an original and all of which together shall constitute one and
the same agreement.

           13. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

           14. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

           15. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected


                                       21
<PAGE>
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

           16. Securities Held by any Issuer, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by any Issuer or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.












                                       22
<PAGE>
           If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement among the
Issuers and the Initial Purchasers.


                           Very truly yours,


                           North Atlantic Trading Company, Inc.

                           By:  /s/ David I. Brunson
                               ---------------------------------------------
                               Name:  David I. Brunson
                               Title: President and Chief Financial Officer



                           North Atlantic Operating Company, Inc.
                           International Flavors & Technology, Inc.
                           National Tobacco Finance Corporation
                           North Atlantic Cigarette Company, Inc.
                           Stoker, Inc.
                           RBJ Sales, Inc.
                           Fred Stoker & Sons, Inc.
                           Select Tobacco Brands, Inc.

                           By:  /s/ David I. Brunson
                               -------------------------------------------------
                               Name:  David I. Brunson
                               Title: Executive Vice President and Chief
                                      Financial Officer




                           National Tobacco Company, L.P.

                           By:  North Atlantic Trading Company, Inc.,
                                its general partner

                           By:  /s/ David I. Brunson
                               ------------------------------------------------
                               Name:  David I. Brunson
                               Title: Executive Vice President and Chief
                                      Financial Officer


                                       23
<PAGE>
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

CITIGROUP GLOBAL MARKETS INC.,
as Representative of the Initial Purchasers

By:   /s/ Thomas Faherty
    --------------------------------------
    Name:  Thomas Faherty
    Title: Vice President














                                       24
<PAGE>
                                                                       ANNEX A


           Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Issuers have agreed that, starting
on the Expiration Date (as defined herein) and ending on the close of business
180 days after the Expiration Date, they will make this Prospectus available to
any Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."



<PAGE>
                                                                       ANNEX B


           Each Broker-Dealer that receives New Securities for its own account
in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."



<PAGE>
                                                                       ANNEX C

                              PLAN OF DISTRIBUTION
                              --------------------

           Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, during the Exchange Offer Registration Period, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until __________, 20[ ] all
dealers effecting transactions in the New Securities may be required to deliver
a prospectus.

           The Issuers will not receive any proceeds from any sale of New
Securities by broker-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

           During the Exchange Offer Registration Period, the Issuers will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

<PAGE>
                                                                       ANNEX D


Rider A
-------

                CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
                10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                AMENDMENTS OR SUPPLEMENTS THERETO.

                Name:
                              ------------------------------------------------
                Address:
                              ------------------------------------------------






Rider B
-------

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.