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                                                                    Exhibit 4.12

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                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT

                         DATED AS OF SEPTEMBER 29, 2003

                                  BY AND AMONG

                              WCI COMMUNITIES, INC.
           EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREIN

                                       AND

                               UBS SECURITIES LLC

                         CREDIT SUISSE FIRST BOSTON LLC

                          DEUTSCHE BANK SECURITIES INC.

                             FLEET SECURITIES, INC.

                          WACHOVIA CAPITAL MARKETS, LLC

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                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of September 29, 2003, 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, Credit
Suisse First Boston LLC, Deutsche Bank Securities Inc., Fleet Securities, Inc.
and Wachovia Capital Markets, LLC (the "INITIAL PURCHASERS"), each of whom has
agreed to purchase the Company's 7 7/8% Series A Senior Subordinated Notes due
2013 (the "SERIES A NOTES") pursuant to the Purchase Agreement (as defined
below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated September 24, 2003 (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 September 29, 2003, 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 pe-

<PAGE>

riod 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 7 7/8% Series B Senior Notes due
2013 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 Ex-

<PAGE>

change 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).

<PAGE>

                  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

<PAGE>

         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 unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt

<PAGE>

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
<PAGE>

(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
         connection with a secondary resale transaction and that such a
         secondary resale trans-

<PAGE>

         action 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.

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

<PAGE>

                  (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, 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 sus-

<PAGE>

         pending 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 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 coor-

<PAGE>

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

<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 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 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

<PAGE>

         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 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

<PAGE>

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 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.

<PAGE>

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 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

<PAGE>

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 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, compro-

<PAGE>

mise 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 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

<PAGE>

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 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.
<PAGE>

         (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.

                           With a copy to:

                           Simpson Thacher & Bartlett LLP
                           425 Lexington Avenue
                           New York, New York 10017

<PAGE>

                           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.

         (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.

<PAGE>

         (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: ___________________________________
                                             Name:
                                             Title:

                                         BAY COLONY-GATEWAY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         COMMUNITY SPECIALIZED SERVICES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         FINANCIAL RESOURCES GROUP, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         FIRST FIDELITY TITLE, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-1

<PAGE>

                                         FLORIDA LIFESTYLE MANAGEMENT COMPANY

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WCI CAPITAL CORPORATION

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         LIVINGSTON ROAD, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         SUN CITY CENTER GOLF PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         SUN CITY CENTER REALTY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WATERMARK REALTY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>


                                      THE COLONY AT PELICAN LANDING GOLF CLUB,
                                      INC.

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      COMMUNITIES AMENITIES, INC.

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      COMMUNITIES HOME BUILDERS, INC.

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      GATEWAY COMMUNICATIONS SERVICES, INC.

                                      By: ___________________________________
                                          Name:
                                          Title:

                                      JYC HOLDINGS, INC.

                                      By: ___________________________________
                                          Name:
                                          Title:

<PAGE>

                                         MARBELLA AT PELICAN BAY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         PELICAN LANDING GOLF RESORT VENTURES,
                                         INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         SARASOTA TOWER, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         TARPON COVE YACHT & RACQUET CLUB, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         TIBURON GOLF VENTURES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                         WCI ARCHITECTURE & LAND PLANNING, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WATERMARK REALTY REFERRAL, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WCI COMMUNITIES PROPERTY MANAGEMENT,
                                         INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WCI GOLF GROUP, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WCI REALTY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                         BAY COLONY REALTY ASSOCIATES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         BAY COLONY OF NAPLES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         CORAL RIDGE COMMUNITIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         CORAL RIDGE PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         CORAL RIDGE REALTY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         CORAL RIDGE REALTY SALES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                         FLORIDA NATIONAL PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         GATEWAY COMMUNITIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         GATEWAY REALTY SALES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         HERON BAY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         HERON BAY GOLF COURSE PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         PELICAN BAY PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                         PELICAN LANDING COMMUNITIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         PELICAN LANDING PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         PELICAN MARSH PROPERTIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         TARPON COVE REALTY, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         WCI HOMES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         COMMUNITIES FINANCE COMPANY, LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                         FLORIDA DESIGN COMMUNITIES, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

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

UBS SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
FLEET SECURITIES, INC.
WACHOVIA CAPITAL MARKETS, LLC

BY: UBS Securities LLC

    By: _________________________________
        Name:
        Title:

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