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                                                                     Exhibit 4.2

                                                               EXECUTION VERSION

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                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 10, 2005

                                  BY AND AMONG

                              WCI COMMUNITIES, INC.

           EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREIN

                                       AND

                               UBS SECURITIES LLC

                         BANC OF AMERICA SECURITIES LLC

                            COMERICA SECURITIES, INC.

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          This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of March 10, 2005, by and among WCI Communities, Inc., a
Delaware corporation (the "COMPANY"), each of the subsidiary guarantors listed
on the signature pages hereto (the "GUARANTORS"), and UBS Securities LLC, Banc
of America Securities LLC and Comerica Securities, Inc. (the "INITIAL
PURCHASERS"), each of whom has agreed to purchase the Company's 6-5/8% Series A
Senior Subordinated Notes due 2015 (the "SERIES A NOTES") pursuant to the
Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated March
3, 2005 (the "PURCHASE AGREEMENT"), by and among the Company, the 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 8 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated March 10, 2005,
between the Company, the Guarantors and The Bank of New York, as Trustee,
relating to the Series A Notes and the Series B Notes (the "INDENTURE").

          The parties hereby agree as follows:

1.   DEFINITIONS

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

          ACT: The Securities Act of 1933, as amended.

          AFFILIATE: As defined in Rule 144 of the Act.

          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

          CERTIFICATED SECURITIES: Definitive Notes, as defined in the
Indenture.

          CLOSING DATE: The date hereof.

          COMMISSION: The Securities and Exchange Commission.

          CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) 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, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the
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period required pursuant to Section 3(b) hereof and (c) 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
validly tendered (and not withdrawn) by Holders thereof pursuant to the Exchange
Offer.

          CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

          EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

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

          EXCHANGE OFFER: The exchange and issuance by the Company of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Notes that are validly tendered (and not withdrawn) by such Holders
in connection with such exchange and issuance.

          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 certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act and pursuant to Regulation S
under the Act.

          FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

          HOLDERS: As defined in Section 2 hereof.

          PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, 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.

          RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

          REGISTRATION DEFAULT: As defined in Section 5 hereof.

          REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors 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, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.
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          REGULATION S: Regulation S promulgated under the Act.

          RULE 144: Rule 144 promulgated under the Act.

          SERIES B NOTES: The Company's 6-5/8% Series B Senior Notes due 2015 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

          SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

          SUSPENSION NOTICE: As defined in Section 6(d) hereof.

          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 (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

2.   HOLDERS

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

3.   REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permitted by applicable federal
law or applicable interpretation of the Staff and the Commission (after the
procedures set forth in Section 6(a)(i) below have been complied with), the
Company and the Guarantors shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission on or prior to 90 days after the
Closing Date (such 90th day being the "FILING DEADLINE"), (ii) use their
reasonable best efforts to cause such Exchange Offer Registration Statement to
become effective on or prior to 180 days after the Closing Date (such 180th day
being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A)
file all pre-effective amendments to such Exchange Offer Registration Statement
as may be necessary in order to cause it to become effective, (B) file, if
applicable or necessary, a post-effective amendment to such
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Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, 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 that neither the Company nor any Guarantor 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, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer 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 or any of its Affiliates) as
contemplated by Section 3(c) below.

     (b) The Company and the Guarantors shall use their respective reasonable
best efforts to 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 that in no event shall such
period be less than 20 Business Days. The Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Series B Notes shall be included in the
Exchange Offer Registration Statement. Unless the Exchange Offer would not be
permitted by applicable law or Commission policy, the Company and the Guarantors
shall use their respective reasonable best efforts to cause the Exchange Offer
to be Consummated on or prior to 40 business days after the Exchange Offer
Registration Statement has become effective (such 40th day being the
"CONSUMMATION DEADLINE").

     (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement or as otherwise required by the Commission. See the
Shearman & Sterling no-action letter (available July 2, 1993).
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          Because 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 its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity 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 Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. Notwithstanding the foregoing, the
Company shall not be obligated to keep the Exchange Offer Registration Statement
continuously effective to the extent set forth above if the Company determines
in its reasonable judgment that the continued effectiveness and usability of the
Exchange Offer Registration Statement would interfere with any existing or
prospective financing, acquisition, corporate reorganization or other material
business situation, transaction or negotiation involving the Company or any of
its subsidiaries (a "BUSINESS REASON"); provided that the failure to keep the
Exchange Offer Registration Statement effective and usable for a Business Reason
shall last no longer than 15 consecutive days and shall in no event occur during
the first 14 days after the Exchange Offer Registration Statement becomes
effective. The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon written
request, and in no event later than one day after such request, at any time
during such period.

4.   SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or applicable interpretation of the Staff of the Commission
(after the Company and the Guarantors have complied with the procedures set
forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company prior to the 30th Business Day following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Series B Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder, then the Company and the Guarantors shall:

          (x) cause to be filed, on or prior to 90 days after the earlier of (i)
     the date on which the Company determines that the Exchange Offer
     Registration Statement
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     cannot be filed as a result of clause (a)(i) above and (ii) the date on
     which the Company receives the notice specified in clause (a)(ii) above
     (such earlier date, the "FILING DEADLINE"), a shelf registration statement
     pursuant to Rule 415 under the Act (which may be an amendment to the
     Exchange Offer Registration Statement (the "SHELF REGISTRATION
     STATEMENT")), relating to all Transfer Restricted Securities, and

          (y) shall use their respective reasonable best efforts to cause such
     Shelf Registration Statement to become effective on or prior to 180 days
     after the obligation to file the Shelf Registration Statement arose (such
     180th day the "EFFECTIVENESS DEADLINE").

          If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

          To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use their respective reasonable
best efforts to keep any Shelf Registration Statement required by this Section
4(a) continuously effective, supplemented, amended and current as required by
and subject to the provisions of Sections 6(b) and (c) hereof and in conformity
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 at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or any change in law that would permit the earlier free transferability
of the Transfer Restricted Securities; provided that the Company may issue any
notice suspending the use of the Shelf Registration required under applicable
securities laws to be issued; and provided, further, the Company shall not be
obligated to keep the Shelf Registration Statement continuously effective if the
Company determines, in its reasonable judgment, that there is a Business Reason,
provided that the failure to keep the Shelf Registration Statement effective and
usable for offers and sales of Notes due to a Business Reason pursuant to this
proviso shall last no longer than 60 days in any 12-month period.

     (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
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unless and until such Holder furnishes to the Company in writing, within 20 days
after receipt of a request therefor, the information specified in Item 507 or
508 of Regulation S-K, as applicable, of 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
additional interest pursuant to Section 5 hereof unless and until such Holder
shall have provided all such information. Each selling Holder agrees to promptly
furnish additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.

5.   ADDITIONAL INTEREST

          If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five Business
Days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself declared effective within two Business Days
(each such event referred to in clauses (i) through (iv), a "REGISTRATION
DEFAULT"), then the Company and the Guarantors hereby jointly and severally
agree to pay to each Holder of Transfer Restricted Securities affected thereby
additional interest in an amount equal to $.05 per week per $1,000 in principal
amount of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration Default. The
amount of the additional interest shall increase by an additional $.05 per week
per $1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of additional interest of $.25 per week per $1,000 in
principal amount of Transfer Restricted Securities; provided that no Holder who
is not entitled to the benefits of a Shelf Registration Statement shall be
entitled to receive additional interest by reason of a Registration Default that
pertains to a Shelf Registration Statement and no Holder of Notes constituting
an unsold allotment from the original sale of the Notes by the Company to the
Initial Purchasers shall be entitled to additional interest by reason of a
Registration Default that pertains to an Exchange Offer. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/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 or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of
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(iv) above, the additional interest payable with respect to the Transfer
Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as
applicable, shall cease.

          All accrued additional interest shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which additional
interest are due cease to be Transfer Restricted Securities, all obligations of
the Company and the Guarantors to pay additional interest with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.

6.   REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use their respective reasonable best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company and the Guarantors (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.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to participate in a distribution of the Series B Notes
     shall acknowledge and agree that, if the resales are of Series B Notes
     obtained by such Holder in exchange for Series A Notes acquired directly
     from the Company or an Affiliate thereof, it (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, if
     applicable, 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
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                                       9


     connection with a secondary resale transaction and that such a secondary
     resale 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.

          (ii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the 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) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993 and (B) including a representation that neither the Company nor any
     Guarantor 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 and each Guarantor'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.

     (b) Shelf Registration Statement.

          (i) In connection with the Shelf Registration Statement, the Company
     and the Guarantors shall comply with all the provisions of Section 6(c)
     below and use their respective reasonable 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 (as indicated in the information furnished to the Company pursuant
     to Section 4(b) hereof), and pursuant thereto the Company and the
     Guarantors will 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, and

          (ii) issue, upon the request of any Holder or purchaser 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 sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchaser(s) of
     securities subject to the Shelf Registration Statement in the names as such
     purchaser(s) shall designate.
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                                       10


     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

          (i) use their respective reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements 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 an untrue statement of material fact or omit to state any material
     fact necessary to make the statements therein not misleading 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 Guarantors shall
     file promptly an appropriate amendment to such Registration Statement
     curing such defect, and, if Commission review is required, use their
     respective reasonable best efforts to cause such amendment to be declared
     effective as soon as practicable;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     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 Rules 424, 430A and 462, as applicable,
     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 each Holder promptly and, if requested by such Holder,
     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 applicable 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 in order to make
     the statements therein not misleading,
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                                       11


     or that requires the making of any additions to or changes in the
     Registration Statement in order to make the statements therein not
     misleading, or that requires the making of any additions to or changes in
     the Prospectus in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. If at any time
     the Commission shall issue any stop order suspending the effectiveness of
     the Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Company and the Guarantors shall use
     their respective reasonable best efforts to obtain the withdrawal or
     lifting of such order at the earliest practicable time;

          (iv) subject to Section 6(c)(i), 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, in the light of the
     circumstances under which they were made, not misleading;

          (v) furnish to each Initial Purchaser in connection with such exchange
     or sale, if any, before filing with the Commission, copies of any
     Registration Statement or any 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);

          (vi) in the case of a Shelf Registration Statement, make available, at
     reasonable times, for inspection by each Holder and any attorney or
     accountant retained by such Holders, all financial and other records,
     pertinent corporate documents of the Company and the Guarantors and cause
     the Company's and the Guarantors' officers, directors and employees to
     supply all information reasonably requested by any such Holder, 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 provided that such persons shall first agree in
     writing with the Company that any information that is reasonably and in
     good faith designated by the Company in writing as confidential at the time
     of delivery of such information shall be kept confidential by such Persons,
     unless (i) disclosure of such information is required by court or
     administrative order or is necessary to respond to inquiries of regulatory
     authorities, (ii) disclosure of such information is required by law
     (including any disclosure requirements pursuant to federal securities laws
     in connection with the filing of such Registration Statement or the use of
     any Prospectus), (iii) such information becomes generally available to the
     public other than as a result of a disclosure or failure to safeguard such
     information by such person or (iv) such information becomes available to
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                                       12


     such person from a source other than the Company and its subsidiaries and
     such source is not known, after due inquiry, by the relevant Holder to be
     bound by a confidentiality agreement; provided, further, that the foregoing
     investigation shall be coordinated on behalf of the Holders by one
     representative designated by and on behalf of such Holders and any such
     confidential information shall be available from such representative to
     such Holders so long as any Holder agrees to be bound by such
     confidentiality agreement;

          (vii) if requested by any Holders in connection with such exchange or
     sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included therein
     relating to the "Plan of Distribution" of the Transfer Restricted
     Securities; 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) if requested by any Holders in connection with such exchange or
     sale, furnish to each Holder in connection with such exchange or sale,
     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);

          (ix) deliver to each Holder 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 Guarantors hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (x) in connection with a Shelf Registration Statement, upon the
     request of Holders of a majority of the aggregate principal amount of the
     Transfer Restricted Securities outstanding, enter into such agreements
     (including underwriting agreements) 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 Shelf Registration Statement contemplated by
     this Agreement as may be reasonably requested by any Holder in connection
     with any sale or resale pursuant to any Shelf Registration Statement. In
     such connection, the Company and the Guarantors shall:

               (A) upon request of any Holder, furnish (or in the case of
          paragraphs (2) and (3), use its reasonable best efforts to cause to be
          furnished) to
<PAGE>
                                       13


          each Holder, upon Consummation of the Exchange Offer or upon the
          effectiveness of the Shelf Registration Statement, as the case may be:

                    (1) a certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a principal financial or accounting officer of
               the Company and such Guarantor, confirming, as of the date
               thereof, the matters set forth in Sections 8(a)-(d) of the
               Purchase Agreement and such other similar matters as such Holders
               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 Guarantors covering matters customarily covered
               in opinions requested in similar sales of securities of
               underwritten offerings;

                    (3) a customary comfort letter, dated the date of
               Consummation of the Exchange Offer, or as of 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 to underwriters in connection with
               similar underwritten offerings; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered in clause (A) above and with any customary
          conditions contained in the any agreement entered into by the Company
          and the Guarantors pursuant to this clause (x);

          (xi) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their 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 may request and do any and all other acts or things reasonably
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the applicable Registration
     Statement; provided that neither the Company nor any Guarantor 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;

          (xii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with
<PAGE>
                                       14


     the Holders 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 selling Holders may
     request at least three Business Days prior to such sale of Transfer
     Restricted Securities;

          (xiii) use their respective reasonable best efforts to cause the
     disposition of 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 to consummate the disposition of such Transfer
     Restricted Securities, subject to the proviso contained in clause (xi)
     above;

          (xiv) provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a 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;

          (xv) otherwise use their respective reasonable best efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act);

          (xvi) 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 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 its reasonable best efforts to cause the Trustee to
     execute, all documents that may be required to effect such changes and all
     other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner; and

          (xvii) to the extent not publicly available, 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.

     (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue
<PAGE>
                                       15


disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Holder is advised in writing 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 (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) 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 the Suspension
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 a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the date of delivery of the
Recommencement Date.

7.   REGISTRATION EXPENSES

     (a) All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including, without
limitation, (i) all registration and filing fees and expenses; (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 to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Series B Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).

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

     (b) In connection with any Shelf Registration Statement required by this
Agreement, the Company and the Guarantors will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities who are selling or reselling
Series A Notes or Series B Notes pursuant to the "Plan of Distribution"
contained in the Shelf Registration Statement for the reasonable fees and
disbursements, which fees shall not exceed $10,000, of not more than one
<PAGE>
                                       16


counsel, who shall be Cahill Gordon & Reindel LLP, unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Shelf Registration Statement is
being prepared.

8.   INDEMNIFICATION

     (a) The Company and the Guarantors, jointly and severally agree to
indemnify and hold harmless (i) each Holder, (ii) each Person, if any, who
controls such Holder within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act and (iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder or any controlling
Person, to the fullest extent lawful, from and against any and all losses,
liabilities, claims, damages and reasonable expenses (including, but not limited
to, reasonable attorneys' fees and any and all reasonable expenses incurred in
investigating, preparing or defending against any investigation or litigation,
commenced or threatened, or any claim), joint or several, to which they or any
of them may become subject under the Act, the Exchange Act, common law or
otherwise, insofar as such losses, liabilities, claims, damages or expenses (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 any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by 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 judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders. Neither the Company nor any Guarantor shall be liable to
the extent, but only to the extent, that any such loss, claim, damage, liability
or expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the preliminary Prospectus if
a Holder of Transfer Restricted Securities failed to deliver the final
Prospectus that was made available by the Company for delivery to the Person or
Persons asserting the claim which is the basis of indemnification and such final
Prospectus cured such defect. This indemnity agreement will be in addition to
any liability which the Company may otherwise have, including under this
Agreement.

     (b) Each Holder of Transfer Restricted Securities, severally and not
jointly, agrees to indemnify and hold harmless (i) the Company and the
Guarantors, (ii) each person, if any, who controls the Company or any of the
Guarantors within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act and (iii) the officers, directors, partners, employees,
representatives and agents of the Company and the Guarantors, to the same extent
as the foregoing indemnity from the Company and the Guarantors set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
any Registration Statement. In no event shall any Holder, its
<PAGE>
                                       17


directors, officers or any Person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

     (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
(but the failure so to notify an indemnifying party shall not relieve it from
any liability which it may have under this Section 8 except to the extent that
it has been prejudiced in any reasonable respect by such failure) and the
indemnifying party shall assume the defense of such action, including the
employment of counsel reasonably satisfactory to the indemnified party and the
payment of all fees and expenses of such counsel, as incurred (except that in
the case of any action in respect of which indemnity may be sought pursuant to
both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to one separate firm of
local counsel in each such jurisdiction) for all indemnified parties and all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by a majority of the Holders, in the case of the
parties indemnified pursuant to Section 8(a), and by the Company and Guarantors,
in the case of parties indemnified pursuant to Section 8(b). The indemnifying
party shall indemnify and hold harmless the indemnified party from and against
any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action effected with its written consent. No indemnifying
party shall, without the prior
<PAGE>
                                       18


written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

     (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the 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 or such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

          The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such
<PAGE>
                                       19


losses, claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 8, no Holder, its directors, its officers or any
Person, if any, who controls such Holder 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 Transfer Restricted Securities pursuant
to a Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 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(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

9.   RULE 144A AND RULE 144

          The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to use reasonable efforts to make available, upon request of
any Holder, to such Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities designated by 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, and (ii)
is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

10.  MISCELLANEOUS

     (a) Remedies. The Company and the Guarantors acknowledge and agree that any
failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further 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 Guarantor 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. 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
<PAGE>
                                       20


and the Guarantors' securities under any agreement in effect on the date hereof.
Neither the Company nor any Guarantor has entered or will enter into any
agreement with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

     (c) 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 (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

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

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

          (ii) if to the Company or the Guarantors:

               WCI Communities, Inc.
               24301 Walden Center Drive
               Suite 300
               Bonita Springs, Florida 34134
               Telecopier No.: (941) 498-8277
               Attention: Vivien Hastings, Esq.
<PAGE>
                                       21


               With a copy to:

               Simpson Thacher & Bartlett LLP
               425 Lexington Avenue
               New York, New York 10017
               Telecopier No.: (212) 455-2502
               Attention: John Tehan, Esq.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the 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; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

     (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 AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
<PAGE>
                                       22


     (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 forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                   VERY TRULY YOURS,

                                   WCI COMMUNITIES, INC.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                       Name: James D. Cullen
                                       Title: Vice President
<PAGE>
                                   BAY COLONY-GATEWAY, INC.
                                   BAY COLONY OF NAPLES, INC.
                                   BAY COLONY REALTY ASSOCIATES, INC.
                                   COMMUNITIES AMENITIES, INC.
                                   COMMUNITIES FINANCE COMPANY, LLC
                                   COMMUNITIES HOME BUILDERS, INC.
                                   COMMUNITY SPECIALIZED SERVICES, INC.
                                   CORAL RIDGE COMMUNITIES, INC.
                                   CORAL RIDGE PROPERTIES, INC.
                                   CORAL RIDGE REALTY, INC.
                                   CORAL RIDGE REALTY SALES, INC.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President


                                   CARPENTRY MANAGEMENT ASSOCIATES, LLC
                                   DIX HILLS HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   FAIR OAKS PARKWAY, LLC
                                   FINANCIAL RESOURCES GROUP, INC.
                                   FIRST FIDELITY TITLE, INC.
                                   FLORIDA DESIGN COMMUNITIES, INC.
                                   FLORIDA LIFESTYLE MANAGEMENT COMPANY
                                   FLORIDA NATIONAL PROPERTIES, INC.
                                   GATEWAY COMMUNICATIONS SERVICES, INC.
                                   GC ASSETS OF NASSAU, INC.
                                   HOPEWELL CROSSING HOME & LAND COMPANY, LLC
                                   HUNTING RIDGE II, LLC
                                   HUNTING RIDGE III, LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President
<PAGE>
                                   LAKE GROVE HOME & LAND COMPANY LLC
                                   MANSION RIDGE HOME & LAND COMPANY LLC
                                   NEW HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   POPLAR TREE LLC
                                   RENAISSANCE AT BEACON HILL II, LLC
                                   RENAISSANCE AT BEACON HILL, LLC
                                   RENAISSANCE AT BELLVIEW ROAD, LLC
                                   RENAISSANCE AT BRIDGES OF OAKTON II, LLC
                                   RENAISSANCE AT THE BRIDGES OF OAKTON, LLC
                                   RENAISSANCE AT CARDINAL FOREST, LLC
                                   RENAISSANCE CUSTOM COMMUNITIES, LLC
                                   RENAISSANCE AT EVERGREEN MILLS ROAD, LLC
                                   RENAISSANCE AT FOXHALL, LLC
                                   RENAISSANCE AT GEORGETOWN PIKE, LLC
                                   RENAISSANCE AT HUNTING HILLS, LLC
                                   RENAISSANCE AT KING'S CROSSING, LLC
                                   RENAISSANCE AT LAKE MANASSAS, LLC
                                   RENAISSANCE AT OAK CREEK CLUB, LLC
                                   RENAISSANCE AT OAKTON GLEN, LLC
                                   RENAISSANCE AT OCCOQUAN WALK, LLC
                                   RENAISSANCE AT RIVER CREEK II, LLC
                                   RENAISSANCE AT RIVER CREEK TOWNS, LLC
                                   RENAISSANCE AT RIVER CREEK VILLAS, INC.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President
<PAGE>
                                   RENAISSANCE AT RIVER CREEK, INC.
                                   RENAISSANCE AT ROSELAND, INC.
                                   RENAISSANCE AT RUGBY ROAD II, LLC
                                   RENAISSANCE AT RUGBY ROAD, LLC
                                   RENAISSANCE AT SOUTH RIVER, INC.
                                   RENAISSANCE AT THE OAKS, LLC
                                   RENAISSANCE AT TIMBERLAKE II, LLC
                                   RENAISSANCE AT TIMBERLAKE, LLC
                                   RENAISSANCE CUSTOMS, LLC
                                   RENAISSANCE HOLDINGS CORP.
                                   RENAISSANCE HOUSING CORP.
                                   RENAISSANCE LAND, LLC
                                   RESORT AT SINGER ISLAND PROPERTIES, INC.
                                   RESTON BUILDING COMPANY, LLC
                                   RMH, LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President

                                   SPECTRUM BELLEFAIR CORP.
                                   SPECTRUM BRAE BURN CORP.
                                   SPECTRUM CONSTRUCTION CORP.
                                   SPECTRUM DESIGN STUDIO, INC.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President
<PAGE>
                                   SPECTRUM GLEN COVE CORP.
                                   SPECTRUM HALF MOON, CORP.
                                   SPECTRUM HOLMDEL CORP.
                                   SPECTRUM HOMES, INC.
                                   SPECTRUM LANDING CORP.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President


                                   SOUTHBURY HOME & LAND COMPANY LLC
                                   SPECTRUM EAST FISHKILL, LLC
                                   SPECTRUM EASTPORT, LLC
                                   SPECTRUM KENSINGTON LLC
                                   SPECTRUM LAKE GROVE LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   SPECTRUM MANHATTAN WOODS, LLC
                                   SPECTRUM NORTH BERGEN LLC
                                   SPECTRUM POCANTICO, LLC
                                   SPECTRUM WESTPORT, LLC
                                   SPECTRUM WILSON PARK, LLC
                                   THE VALIMAR HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative
<PAGE>
                                   SPECTRUM CUSTOMER CARE, INC.
                                   SPECTRUM LANDING CORP.
                                   SPECTRUM LONG BEACH, LLC
                                   SPECTRUM MONROE CORP.
                                   SPECTRUM PDC CORP.
                                   SPECTRUM REAL ESTATE DEVELOPMENT, LLC
                                   SPECTRUM VALIMAR CORP.
                                   SPECTRUM-IRVINGTON CORP.
                                   SPECTRUM-RIVERWOODS CORP.


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President
<PAGE>
                                   SUN CITY CENTER GOLF PROPERTIES, INC.
                                   SUN CITY CENTER REALTY, INC.
                                   WATERMARK REALTY, INC.
                                   THE COLONY AT PELICAN LANDING GOLF CLUB, INC.
                                   JYC HOLDINGS, INC.
                                   MARBELLA AT PELICAN BAY, INC.
                                   PELICAN LANDING GOLF RESORT VENTURES, INC.
                                   SARASOTA TOWER, INC.
                                   TARPON COVE YACHT & RACQUET CLUB, INC.
                                   TIBURON GOLF VENTURES, INC.
                                   WCI ARCHITECTURE & LAND PLANNING, INC.
                                   WATERMARK REALTY REFERRAL, INC.
                                   WCI COMMUNITIES PROPERTY MANAGMENT, INC.
                                   WCI GOLF GROUP, INC.
                                   WCI REALTY, INC.
                                   GATEWAY COMMUNITIES, INC.
                                   GATEWAY REALTY SALES, INC.
                                   HERON BAY, INC.
                                   HERON BAY GOLF COURSE PROPERTIES, INC.
                                   PELICAN BAY PROPERTIES, INC.
                                   PELICAN LANDING PROPERTIES, INC.
                                   PELICAN MARSH PROPERTIES, INC.
                                   TARPON COVE REALTY, INC.
                                   WCI HOMES, INC.
                                   PELICAN LANDING COMMUNITIES, INC.
                                   SPECTRUM CUSTOMER CARE, INC.
                                   WCI AMENITIES, INC.
                                   WCI BUSINESS DEVELOPMENT, INC.
                                   WCI CAPITAL CORPORATION
                                   WCI HOMEBUILDING NORTHEAST, U.S., INC.
                                   WCI HOMEBUILDING, INC.
                                   WCI MARKETING, INC.
                                   WCI MID-ATLANTIC U.S. REGION, INC.
                                   WCI NORTHEAST U.S. REGION, LLC
                                   WCI TOWERS, INC.
                                   WOODLAND PROPERTIES, LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Vice President
<PAGE>
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

UBS SECURITIES LLC
BANC OF AMERICA SECURITIES LLC
COMERICA SECURITIES, INC.

BY: UBS Securities LLC


By: /s/ Robert Crowley
    ----------------------------
    Name:   Robert Crowley
    Title:  Managing Director

By: /s/ Justin Tasso
    ----------------------------
    Name:   Justin Tasso
    Title:  Associate Director

For themselves and the other several Initial Purchasers named in Exhibit B to
the Purchase Agreement.