<PAGE>
                                                                    Exhibit 10.3



                          REGISTRATION RIGHTS AGREEMENT


                           DATED AS OF APRIL 30, 2004
                                  BY AND AMONG

                              WASTE SERVICES, INC.

                                    AS ISSUER

                      CAPITAL ENVIRONMENTAL RESOURCE, INC.
                             GAP DISPOSAL 2001 LTD.
                         RAM-PAK COMPACTION SYSTEMS LTD.
                               6045341 CANADA INC.
                         WASTE SERVICES OF FLORIDA, INC.
                       JACKSONVILLE FLORIDA LANDFILL, INC.
                     JONES ROAD LANDFILL AND RECYCLING LTD.
                        OMNI WASTE OF OSCEOLA COUNTY LLC
                            CACTUS WASTE SYSTEMS, LLC
                         WASTE SERVICES OF ARIZONA, INC.
                       WASTE SERVICES LIMITED PARTNER, LLC
                         WASTE SERVICES OF ALABAMA, INC.
                             WS GENERAL PARTNER, LLC
                        RUFFINO HILLS TRANSFER STATION LP
                         FORT BEND REGIONAL LANDFILL LP
            FLORIDA RECYCLING SERVICES, INC. (A DELAWARE CORPORATION)
           FLORIDA RECYCLING SERVICES, INC. (AN ILLINOIS CORPORATION)



                                  AS GUARANTORS

                                       AND

                              LEHMAN BROTHERS INC.
                            CIBC WORLD MARKETS CORP.



<PAGE>



                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of April 30, 2004, by and among Waste Services, Inc, a
Delaware corporation (the "COMPANY"), the guarantors listed on the signature
pages hereto (collectively, the "GUARANTORS"), and Lehman Brothers, Inc. and
CIBC World Markets Corp. (each an "INITIAL PURCHASER" and, collectively, the
"INITIAL PURCHASERS"), each of whom has agreed to purchase the Company's 9 1/2%
Senior Subordinated Notes due 2014 (the "SERIES A NOTES") pursuant to the
Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated April 26, 2004 (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 and the Guarantors have 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 7(l) of the Purchase Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Indenture, dated the date hereof among the Company, the Guarantors
and Wells Fargo Bank, National Association as Trustee, relating to the Series A
Notes and the Series B Notes (the "INDENTURE").

                  The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

                  ACT: The Securities Act of 1933, as amended.

                  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 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 tendered by
Holders thereof pursuant to the Exchange Offer.





                                       2
<PAGE>

                  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 tendered 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 (i) certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act and
(ii) outside the United States to Persons other than U.S. Persons in offshore
transactions meeting the requirements of Rule 904 of Regulation S under the Act.

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

                  GUARANTEE: The Guarantee by a Guarantor of the Issuers'
obligations under the Notes and the Indenture.

                  HOLDERS: As defined in Section 2 hereof.

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

                  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(e) 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 and
related Subsidiary Guarantees 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.

                  REGULATION S: Regulation S promulgated under the Act.

                  RULE 144: Rule 144 promulgated under the Act.



                                       3
<PAGE>

                  SERIES B NOTES: The Company's 9 1/2% Series B Senior
Subordinated Notes due 2014 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(e) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  TRANSFER RESTRICTED SECURITIES: Each Series A Note and the
related Subsidiary Guarantee, until the earliest to occur of: (a) the date on
which such Series A Note and related Subsidiary Guarantee are exchanged by a
person other than a Broker-Dealer for a Series B Note in the Exchange Offer, (b)
following the exchange by a Broker-Dealer in the Exchange Offer of a Series A
Note for a Series B Note, the date on which such Series B Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Series A Note and the related Subsidiary
Guarantee are effectively registered under the Act and disposed of in accordance
with the Shelf Registration Statement or (d) the date on which such Series A
Note and the related Subsidiary Guarantee are distributed to the public pursuant
to Rule 144 under the Act.

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permitted by
applicable federal law or Commission policy (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 as soon as practicable after the Closing Date, but in no event later
than 120 days after the Closing Date (such 120th day being the "FILING
DEADLINE"), (ii) use all commercially reasonable efforts to cause such Exchange
Offer Registration Statement to be declared effective on or prior to 210 days
after the Closing Date (such 210th 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
such Exchange Offer Registration Statement to become effective, (B) file, if
applicable, a post-effective amendment to such 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 and the related Subsidiary Guarantees to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, and (iv) upon the effectiveness of such 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 and the related Subsidiary Guarantees to be offered in exchange for the
Series A Notes that are Transfer Restricted Securities and (ii) resales of
Series B Notes held by Broker-Dealers that tendered into



                                       4
<PAGE>

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 all commercially
reasonable 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, HOWEVER, 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 and the
related Subsidiary Guarantees shall be included in the Exchange Offer
Registration Statement. The Company and the Guarantors shall use all
commercially reasonable efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 30 business days thereafter, or
longer, if required by the federal securities laws (such date being the
"CONSUMMATION DEADLINE").

                  (c) The Company and the Guarantors 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.

                  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 and the related Subsidiary Guarantees received by
such Broker-Dealer in the Exchange Offer, the Company and the 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 and the
related Subsidiary Guarantees by Broker-Dealers, the Company and the Guarantors
agree to use all commercially reasonable 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 date on which the Exchange Offer Registration
Statement is declared effective or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Registration Statement have
been sold pursuant thereto. The Company shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request
at any time during such period.



                                       5
<PAGE>

SECTION 4. SHELF REGISTRATION

                  (a) SHELF REGISTRATION. If (i) (x) the Company and the
Guarantors are not required to file the Exchange Offer Registration Statement or
permitted to Consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the Company and the
Guarantors have complied with the procedures set forth in Section 6(a)(i) below)
or (y) the Commission shall refuse to declare effective the Exchange Offer
Registration Statement filed with the Commission or (ii) any Holder of Transfer
Restricted Securities shall notify the Company prior to the 20th business day
following the Consummation of the Exchange Offer 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 or (C) such Holder is a Broker-Dealer
and holds Series A Notes acquired directly from the Company or any of its
Affiliates, then the Company and the Guarantors shall:

                  (x) cause to be filed, on or prior to 60 days after the
earlier of (i) the date on which the Company determines that the Exchange Offer
Registration Statement 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 all commercially reasonable efforts to cause
such Shelf Registration Statement to become effective on or prior to 120 days
after the Filing Deadline for the Shelf Registration Statement (such 120th day
the "EFFECTIVENESS DEADLINE").

                  If, after the Company and the Guarantors have filed an
Exchange Offer Registration Statement that satisfies the requirements of Section
3(a) above, the Company and the Guarantors are 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
and the Guarantors 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 all commercially reasonable
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



                                       6
<PAGE>

shorter period as will terminate when all Transfer Restricted Securities covered
by such Shelf Registration Statement have been sold pursuant thereto.

(b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE SHELF
REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may include
any of its Transfer Restricted Securities in any Shelf Registration Statement
pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 20 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act, and
such other information as the Company may reasonably request, for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. By its acceptance of
Transfer Restricted Securities, each Holder agrees to notify the Company
promptly if any of the information previously furnished is misleading or
inaccurate in any material respect and 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.

SECTION 5. LIQUIDATED DAMAGES

                  If (i) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the applicable Filing Deadlines
set forth in Sections 3(a) and 4(a) hereof, (ii) any such Registration Statement
has not been declared effective by the Commission on or prior to the applicable
Effectiveness Deadlines set forth in Sections 3(a) and 4(a) hereof (the
"EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Consummated
on or prior to the Consummation Deadline set forth in Section 3(b) hereof 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 in
connection with resales of Transfer Restricted Securities during the period
required by this Agreement (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 liquidated damages, in cash, 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 that the Registration Default continues for
the first 90-day period immediately following the occurrence of such
Registration Default. The amount of the liquidated damages shall increase by an
additional $.05 per week per $1,000 in principal amount of Transfer Restricted
Securities held by such Holder with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages of $.50 per week per $1,000 in principal amount of Transfer
Restricted Securities; PROVIDED that the Company and the Guarantors shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, upon (a) filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (i) above,
(b) the effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of clause (ii) above,
(c) Consummation of the Exchange Offer, in the case of clause (iii) above, or
(d) 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)



                                       7
<PAGE>

to again be declared effective or made usable in the case of clause (iv) above,
the liquidated damages 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 liquidated damages 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 with respect to the Notes, as more
fully set forth in the Indenture and the Notes. Notwithstanding the fact that
any securities for which liquidated damages are due cease to be Transfer
Restricted Securities, all obligations of the Company and the Guarantors to pay
liquidated damages with respect to securities shall survive until such time as
such obligations with respect to such securities shall have been satisfied in
full.

SECTION 6. REGISTRATION PROCEDURES

                  (a) EXCHANGE OFFER REGISTRATION STATEMENT. In connection with
the Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use all commercially reasonable
efforts to effect such exchange and to permit the resale of Series B Notes by
any Broker-Dealer that tendered Series A Notes in the Exchange Offer 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) If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as the
         Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company and the Guarantors
         hereby agree to seek a no-action letter or other favorable decision
         from the Commission allowing the Company and the Guarantors to
         Consummate an Exchange Offer for the Series A Notes. The Company and
         the Guarantors hereby agree to pursue the issuance of such a decision
         to the Commission staff level but shall not be required to take
         commercially unreasonable action to effect a change of Commission
         policy. In connection with the foregoing, the Company and the
         Guarantors hereby agree to take all such other actions as may be
         requested by the Commission or otherwise required in connection with
         the issuance of such decision, including without limitation (A)
         participating in telephonic conferences with the Commission staff, (B)
         delivering to the Commission staff an analysis prepared by counsel to
         the Company setting forth the legal bases, if any, upon which such
         counsel has concluded that such an Exchange Offer should be permitted
         and (C) diligently pursuing a resolution (which need not be favorable)
         by the Commission staff.

                  (ii) 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 (x)
         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




                                       8
<PAGE>

         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 and (y) otherwise cooperate in the Company's and the
         Guarantors' preparations for the Exchange Offer. Each Holder using the
         Exchange Offer to participate in a distribution of the Series B Notes
         will be required to 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
         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.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall, to the
         extent required by the Commission, 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, if applicable, any no-action letter obtained
         pursuant to clause (i) above, (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 (other than an
         Initial Purchaser) participating in the Exchange Offer is acquiring the
         Series B Notes in its ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the Series B Notes received in the Exchange Offer and
         (C) any other undertaking or representation required by the Commission
         as set forth in any no-action letter obtained pursuant to clause (i)
         above, if applicable.

                  (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

                  (i) comply with all the provisions of Section 6(c) and 6(d)
         below and use all commercially reasonable 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



                                       9
<PAGE>

         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 and the Guarantors shall register Series B
         Notes and the related Subsidiary Guarantees 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.

                  (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 all commercially reasonable 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 all commercially reasonable efforts to cause
         such amendment to be declared effective as soon as practicable; if at
         any time the Commission shall issue any stop order suspending the
         effectiveness of any 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 all commercially reasonable
         efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (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) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing



                                       10
<PAGE>

         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 two business days prior to such sale of Transfer
         Restricted Securities;

                  (iv) use all commercially reasonable 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; PROVIDED, HOWEVER, that neither the
         Company nor any Guarantor shall be required to register or qualify as a
         foreign corporation or as a dealer in securities in any jurisdiction
         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;

                  (v) 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 certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with The
         Depository Trust Company;

                  (vi) otherwise use all commercially reasonable 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); and

                  (vii) 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 all commercially
         reasonable 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.

                  (d) ADDITIONAL PROVISIONS APPLICABLE TO SHELF REGISTRATION
STATEMENTS AND CERTAIN EXCHANGE OFFER PROSPECTUSES. In connection with each
Shelf Registration Statement, and each Exchange Offer Registration Statement if
and to the extent that an Initial Purchaser has notified the Company that it is
a holder of Series B Notes that are Transfer Restricted Securities (for so long
as such Series B Notes are Transfer Restricted Securities or for the 180-day
period provided in Section 3, whichever is shorter), the Company and the
Guarantors shall:



                                       11
<PAGE>

                  (i) 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, 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;

                  (ii) if any fact or event contemplated by Section 6(d)(i)(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;

                  (iii) furnish to each Holder 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), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of not less than five business days,
         and the Company will not file any such Registration Statement or
         Prospectus or any amendment or supplement to any such Registration
         Statement or Prospectus (including all such documents incorporated by
         reference) to which such Holders shall reasonably object within five
         business days after the receipt thereof; a Holder shall be deemed to
         have reasonably objected to such filing if such Registration Statement,
         amendment, Prospectus or supplement, as applicable, as proposed to be
         filed, contains an untrue statement of a material fact or omits to
         state any material fact necessary to make the statements therein not
         misleading or fails to comply with the applicable requirements of the
         Act;

                  (iv) promptly prior to the filing of any document that is to
         be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each Holder in
         connection with such exchange or sale, if any, make the Company's and
         the Guarantors' representatives available for discussion of such
         document and other



                                       12
<PAGE>

         customary due diligence matters, and include such information in such
         document prior to the filing thereof as such Holders may reasonably
         request;

                  (v) subject to execution of a customary confidentiality
         agreement reasonably acceptable to the Company and the Guarantors, 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
         Guarantor 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;

                  (vi) 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, including, without limitation, information
         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;

                  (vii) 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);

(viii)   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;

                  (ix) upon the request of any Holder, 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 applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any applicable 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 all commercially
                  reasonable efforts to cause to be furnished) to each Holder,
                  upon Consummation of the Exchange Offer or upon the
                  effectiveness of the Shelf Registration Statement, as the case
                  may be:




                                       13
<PAGE>

                                    (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 the officers'
                           certificate required pursuant to Section 7(i) 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 similar to those set
                           forth in Exhibit B to the Purchase Agreement;

                                    (3) 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 the general counsel for the
                           Company and the Guarantors covering matters similar
                           to those set forth in Exhibit C to the Purchase
                           Agreement; and

                                    (4) 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
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           Sections 7(f) and (g) of the Purchase Agreement; 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 any agreement
                  entered into by the Company and the Guarantors pursuant to
                  this clause (ix);

                  (x) 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 reasonably request and do any
         and all other acts or things as may be reasonably necessary or
         advisable to enable the disposition in such jurisdictions of the
         Transfer Restricted Securities covered by the applicable Registration
         Statement; PROVIDED, HOWEVER, that neither the Company nor any
         Guarantor shall be required to register or qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction 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



                                       14
<PAGE>

                  (xi) 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.

                  (e) RESTRICTIONS ON HOLDERS. Each Holder's acquisition of a
Transfer Restricted Security constitutes such Holder's agreement that, upon
receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the
Company of the existence of any fact of the kind described in Section 6(d)(i)(D)
hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith
discontinue 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(d)(ii) 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
shall be required to 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.

SECTION 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 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 and the Guarantors and one counsel (including local
counsel) for the Holders of Transfer Restricted Securities which shall be Latham
& Watkins LLP or such other counsel as may be selected by a majority of such
Holders; (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.



                                       15
<PAGE>

                  (b) In connection with any Registration Statement required by
this Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Series A Notes into in the Exchange Offer and/or
selling or reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel (including local counsel), who shall
be Latham & Watkins 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 Registration Statement is being prepared. The Company shall not be
required to pay any underwriting discount, commission or similar fee related to
the sale of any securities.

SECTION 8. INDEMNIFICATION

                  (a) The Company and the Guarantors agree, jointly and
severally, to indemnify and hold harmless each Holder, its affiliates, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, the related 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.

                  (b) By its acquisition of Transfer Restricted Securities, each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective
affiliates, directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company or 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 affiliates, its 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 affiliates,
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.



                                       16
<PAGE>

                  (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 PERSON") in
writing 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 any local counsel) 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 the 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 (i) effected with its written consent or (ii) effected without its
written consent if the settlement is entered into more than twenty business days
after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party shall have failed to
comply with such reimbursement request. No indemnifying party shall, without the
prior 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



                                       17
<PAGE>

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 initial sale of Transfer Restricted
Securities (or, in the case of Series B Notes that are Transfer Restricted
Securities, the sale of the Series A Notes for which such Series B Notes were
exchanged) 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 or judgments
referred to above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.

                  The Company, the Guarantors and, by its acquisition of
Transfer Restricted Securities, 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.
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.

SECTION 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 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



                                       18
<PAGE>

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.

SECTION 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. The Company and the Guarantors
will not, on or after the date of this Agreement, enter into any agreement with
respect to their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company and the Guarantors have not previously entered
into any agreement granting any registration rights with respect to their
respective securities to any Person that would require such securities to be
included in any Registration Statement filed hereunder. 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 and the Guarantors'
securities under any agreement in effect on the date hereof.

                  (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 or 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
being so tendered.

                  (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 their rights hereunder.



                                       19
<PAGE>

                  (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 (as therein defined) under the Indenture, with a copy to
         the Registrar under the Indenture; and

                  (f) if to the Company or any Guarantor, shall be delivered or
sent by mail, telex, overnight courier or facsimile transmission to Waste
Services, Inc., 1122 International Boulevard, Suite 601, Burlington, Ontario,
Canada L7L 6Z8, Attention: Joy Grahek (Fax: (905) 319-9408), with a copy to
Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022,
Attention: Marc Rossell (Fax: (212) 848-5361).

                  Any such statements, requests, notices or agreements shall
take effect at the time delivered by hand, if personally delivered; two business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

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

                  (g) 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, HOWEVER, 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; PROVIDED FURTHER that this Agreement shall not inure
to the benefit of or be binding upon a successor, transferee or assign of a
Holder unless such successor, transferee or assign acquired Transfer Restricted
Securities from such Holder. 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.

                  (h) 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.

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



                                       20
<PAGE>

                  (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (k) 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.

                  (l) 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.





                                       21
<PAGE>
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                       WASTE SERVICES, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Executive Vice President,
                                                  General Counsel and Secretary



                                       CAPITAL ENVIRONMENTAL RESOURCE INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Executive Vice President,
                                                  General Counsel and Secretary



                                       GAP DISPOSAL 2001 LTD.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Secretary



                                       RAM-PAK COMPACTION SYSTEMS LTD.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary








                                       22
<PAGE>




                                       6045341 CANADA INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       WASTE SERVICES OF FLORIDA, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       JACKSONVILLE FLORIDA LANDFILL, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       JONES ROAD LANDFILL AND RECYCLING LTD.

                                       By its General Partner:
                                       JACKSONVILLE FLORIDA LANDFILL, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary





                                       23
<PAGE>


                                       OMNI WASTE OF OSCEOLA COUNTY LLC



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Secretary



                                       CACTUS WASTE SYSTEMS, LLC



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Manager



                                       WASTE SERVICES OF ARIZONA, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       WASTE SERVICES OF ALABAMA, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary






                                       24
<PAGE>


                                       WASTE SERVICES LIMITED PARTNER, LLC



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Manager



                                       WS GENERAL PARTNER, LLC

                                       By its Sole Member:
                                       WASTE SERVICES, INC.



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Executive Vice President,
                                                  General Counsel and Secretary



                                       RUFFINO HILLS TRANSFER STATION LP



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       FORT BEND REGIONAL LANDFILL LP



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary



                                       FLORIDA RECYCLING SERVICES, INC.,
                                         a Delaware Corporation



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary





                                       25
<PAGE>

                                       FLORIDA RECYCLING SERVICES, INC.,
                                         an Illinois Corporation



                                       By: /s/ Ivan R. Cairns
                                           -------------------------------------
                                           Name:  Ivan R. Cairns
                                           Title: Vice President and Secretary






                                       26
<PAGE>

Accepted:

LEHMAN BROTHERS INC.
CIBC WORLD MARKETS CORP.

By LEHMAN BROTHERS INC.,
   as AUTHORIZED REPRESENTATIVE

By: /s/ Michael Moravec
      ----------------------------
      Name: Michael Moravec
      Title: Senior Vice President






                                       27