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                                                                    Exhibit 10.1


                        ATLANTIC EXPRESS TRANSPORTATION CORP.

                  $110,000,000 103/4% Senior Secured Notes due 2004


                            REGISTRATION RIGHTS AGREEMENT


                                                                February 4, 1997




JEFFERIES & COMPANY, INC. 
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California  90025

Ladies and Gentlemen:

         ATLANTIC EXPRESS TRANSPORTATION CORP., a New York corporation (the
"Company"), is issuing and selling to Jefferies & Company, Inc. (the
"Purchaser"), upon the terms set forth in a purchase agreement, dated as of
February 4, 1997 (the "Purchase Agreement"), $110,000,000 aggregate principal
amount of its 103/4% Senior Secured Notes due 2004, Series A, including the
guarantees endorsed thereon (the "Notes").  As an inducement to the Purchaser to
enter into the Purchase Agreement, the Company and each of the guarantors (the
"Guarantors") named in the Indenture (defined below) agrees with the Purchaser,
for the benefit of the holders of the Securities (defined below) (including,
without limitation, the Purchaser), as follows:

1.  Definitions

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

         Advice:  See Section 6.

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         Agreement:  This Registration Rights Agreement.

         Applicable Period:  See Section 2(f).

         Business Days:  Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to be closed.

         Closing Date:  February 4, 1997.

         Confidential Information:  See Section 6(a).

         Effectiveness Date:  The 150th day following the Closing Date.

         Effectiveness Period:  See Section 3(a).

         Event Date:  See Section 4(a).

         Exchange Act:  The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

         Exchange Offer:  See Section 2(a).

         Exchange Offer Registration Statement:  See Section 2(a).

         Exchange Securities:  103/4% Senior Secured Notes due 2004, Series B,
of the Company, including the guarantees endorsed thereon, identical in all
material respects to the Notes, except for references to series and restrictive
legends.

         Filing Date:  The 90th day following the Closing Date.

         Holder:  Each holder of Registrable Securities.

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         Indenture:  The Indenture, dated the date hereof, between the Company
and The Bank of New York, as trustee, pursuant to which the Notes are being
issued, as amended or supplemented from time to time, in accordance with the
terms thereof.

         Initial Shelf Registration:  See Section 3(a).

         Losses:  See Section 8(a).

         NASD:  The National Association of Securities Dealers, Inc.

         Participating Broker-Dealer:  See Section 2(f).

         Person:  An individual, trustee, corporation, partnership, joint stock
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof, union, business association, firm or
other entity.

         Private Exchange:  See Section 2(g).

         Private Exchange Securities:  See Section 2(g).

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

         Registrable Securities:  (i) Notes, (ii) Private Exchange Securities
and (iii) Exchange Securities received in the Exchange Offer that may not be
sold without restriction under federal or state securities law.

         Registration Statement:  Any registration statement of the Company
that covers any of the Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

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         Rule 144:  Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC.

         Rule 144A:  Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.  

         Rule 415:  Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         SEC:  The Securities and Exchange Commission.

         Securities:  The Notes, the Private Exchange Securities and the
Exchange Securities, collectively.

         Securities Act:  The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

         Shelf Notice:  See Section 2(i).

         Shelf Registration:  The Initial Shelf Registration and any Subsequent
Shelf Registration.

         Special Counsel:  Counsel chosen by the holders of a majority in
aggregate principal amount of Securities.

         Subsequent Shelf Registration:  See Section 3(b).

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

         Trustee:  The trustee under the Indenture and, if any, the trustee
under any indenture governing the Exchange Securities or the Private Exchange
Securities.

         Underwritten Registration or Underwritten Offering:   A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.

         Weekly Liquidated Damages Amount:  See Section 4(a).

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2.  Exchange Offer

         (a)  The Company and the Guarantors shall (i) prepare and file with
the SEC promptly after the date hereof, but in no event later than the Filing
Date, a registration statement (the "Exchange Offer Registration Statement") on
an appropriate form under the Securities Act with respect to a proposed offer
(the "Exchange Offer") to the Holders to issue and deliver to such Holders, in
exchange for the Notes, a like aggregate principal amount of Exchange
Securities,  (ii) use their best efforts to cause the Exchange Offer
Registration Statement to become effective as promptly as practicable after the
filing thereof, but in no event later than the Effectiveness Date, (iii) keep
the Exchange Offer Registration Statement effective until the consummation of
the Exchange Offer pursuant to its terms, and (iv) unless the Exchange Offer
would not be permitted by a policy of the SEC, commence the Exchange Offer and
use their best efforts to issue, on or prior to 30 business days after the date
on which the Exchange Offer Registration Statement is declared effective,
Exchange Securities in exchange for all Notes tendered prior thereto in the
Exchange Offer.  The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the staff of the SEC.

         (b)  The Exchange Securities shall be issued under, and entitled to
the benefits of, the Indenture or a trust indenture that is identical to the
Indenture (other than such changes as are necessary to comply with any
requirements of the SEC to effect or maintain the qualification thereof under
the TIA).

         (c)  In connection with the Exchange Offer, the Company and the
Guarantors shall:

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

              (ii) keep the Exchange Offer open for not less than 30 days after
the date notice thereof is mailed to the Holders (or longer if required by
applicable law);

              (iii)     utilize the services of a depository for the Exchange
Offer with an address in the Borough of Manhattan, The City of New York;

              (iv) permit Holders to withdraw tendered Notes at any time prior
to the close of business, New York time, on the last Business Day on which the
Exchange Offer shall remain open; and

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              (v)  otherwise comply with all laws applicable to the Exchange
Offer.

         (d)  As soon as practicable after the close of the Exchange Offer, the
Company and the Guarantors shall:

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

              (ii) deliver to the Trustee for cancellation all Notes so
accepted for exchange; and

              (iii)     cause the Trustee promptly to authenticate and deliver
to each Holder of Notes, Exchange Securities equal in aggregate principal amount
to the Notes of such Holder so accepted for exchange.

         (e)  Interest on each Exchange Security and Private Exchange Security
will accrue from the last interest payment date on which interest was paid on
the Notes surrendered in exchange therefor or, if no interest has been paid on
the Notes, from the date of original issue of the Notes.  Each Exchange Security
and Private Exchange Security shall bear interest at the rate set forth thereon;
provided, that interest with respect to the period prior to the issuance thereof
shall accrue at the rate or rates borne by the Notes from time to time during
such period.

         (f)  The Company and the Guarantors shall include within the
Prospectus contained in the Exchange Offer Registration Statement a section
entitled "Plan of Distribution," containing a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential
"underwriter" status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by
such broker-dealer in the Exchange Offer (a "Participating Broker-Dealer"). 
Such "Plan of Distribution" section shall also allow the use of the Prospectus
by all Persons subject to the prospectus delivery requirements of the Securities
Act, including (without limitation) all Participating Brokers-Dealers, and
include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Securities.  The Company shall use its best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirement of the Securities Act for such period of time as
such Persons must comply with such requirements in order to resell the Exchange
Securities; provided that such period shall not exceed 180 days after
consummation of the 

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Exchange Offer (as such period may be extended pursuant to the last paragraph 
of Section 6 hereof (the "Applicable Period")).

         (g)  If, prior to consummation of the Exchange Offer, the Purchaser
holds any Notes acquired by it and having the status as an unsold allotment in
the initial distribution, the Company shall, upon the request of the Purchaser,
simultaneously with the delivery of the Exchange Securities in the Exchange
Offer, issue (pursuant to the same indenture as the Exchange Securities) and
deliver to the Purchaser, in exchange for the Notes held by the Purchaser (the
"Private Exchange"), a like principal amount of debt securities of the Company
that are identical to the Exchange Securities (the "Private Exchange
Securities").  The Private Exchange Securities shall bear the same CUSIP number
as the Exchange Securities.

         (h)  The Company may require each Holder participating in the Exchange
Offer to represent to the Company that at the time of the consummation of the
Exchange Offer (i) any Exchange Securities received by such Holder in the
Exchange Offer will be acquired in the ordinary course of its business, (ii)
such Holder will have no arrangement or understanding with any Person to
participate in the distribution of the Exchange Securities within the meaning of
the Securities Act or resale of the Exchange Securities in violation of the
Securities Act, (iii) if such Holder is not a broker-dealer, that it is not
engaged in and does not intend to engage in, the distribution of the Exchange
Securities, (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities and that it will deliver a
prospectus, as required by law, in connection with any resale of such Exchange
Securities, and (v) if such Holder is an affiliate of the Company, that it will
comply with the registration and prospectus delivery requirements of the
Securities Act applicable to it.

         (i)  If (i) prior to the consummation of the Exchange Offer, either
the Company or the Holders of a majority in aggregate principal amount of
Registrable Securities determines in its or their reasonable judgment that (A)
the Exchange Securities would not, upon receipt, be tradeable by the Holders
thereof without restriction under the Securities Act and the Exchange Act and
without material restrictions under applicable Blue Sky or state securities
laws, or (B) the interests of the Holders under this Agreement, taken as a
whole, would be materially adversely affected by the consummation of the
Exchange Offer, (ii) applicable interpretations of the staff of the SEC would
not permit the consummation of the Exchange Offer prior to the Effectiveness
Date, (iii) subsequent to the consummation of the Private Exchange but within
one year of the Closing Date, the Purchaser so requests, (iv) the Exchange Offer
is not consummated within 240 days of the Closing Date for any reason or (v) in
the case of any Holder not 

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permitted to participate in the Exchange Offer or of any Holder participating 
in the Exchange Offer that receives Exchange Securities that may not be sold 
without restriction under state and federal securities laws (other than due 
solely to the status of such Holder as an affiliate of the Company within the 
meaning of the Securities Act) and, in either case contemplated by this 
clause (v), such Holder notifies the Company within six months of 
consummation of the Exchange Offer, then the Company shall promptly deliver 
to the Holders (or in the case of any occurrence of the event described in 
clause (v) hereof, to any such Holder) and the Trustee notice thereof (the 
"Shelf Notice") and shall as promptly as possible thereafter file an Initial 
Shelf Registration pursuant to Section 3.  

3.  Shelf Registration

         If a Shelf Notice is required to be delivered pursuant to Section
2(i)(i), (ii), (iii) or (iv),  then this Section 3 shall apply to all
Registrable Securities.  Otherwise, upon consummation of the Exchange Offer in
accordance with Section 2, the provisions of this Section 3 shall apply solely
with respect to (i) Notes held by any Holder thereof not permitted to
participate in the Exchange Offer and (ii) Exchange Securities that are not
freely tradeable as contemplated by Section 2(i)(v) hereof, provided in each
case that the relevant Holder has duly notified the Company within six months of
the Exchange Offer as required by Section 2(1)(v).

         (a)  Initial Shelf Registration.  The Company and the Guarantors shall
prepare and file with the SEC a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering all of the Registrable
Securities (the "Initial Shelf Registration").  If the Company and the
Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors
shall file with the SEC the Initial Shelf Registration on or prior to the Filing
Date.  Otherwise, the Company and the Guarantors shall use their best efforts to
file the Initial Shelf Registration within 20 days of the delivery of the Shelf
Notice or as promptly as possible following the request of the Purchasers.  The
Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Securities for resale by such
Holders in the manner or manners designated by them (including, without
limitation, one or more underwritten offerings).  The Company and the Guarantors
shall (i) not permit any securities other than the Registrable Securities to be
included in any Shelf Registration, and (ii) use their best efforts to cause the
Initial Shelf Registration to be declared effective as promptly as practicable
after the filing thereof and to keep the Initial Shelf Registration continuously
effective until the date that is 36 months from the Effectiveness Date (subject
to extension pursuant to the last paragraph of Section 6 hereof) (the
"Effectiveness Period"), or such shorter period ending when (i) all Registrable
Securities covered by the Initial Shelf 

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Registration have been sold or (ii) a Subsequent Shelf Registration covering 
all of the Registrable Securities has been declared effective under the 
Securities Act.

         (b)  Subsequent Shelf Registrations.  If any Shelf Registration ceases
to be effective for any reason at any time during the Effectiveness Period
(other than because of the sale of all of the Registrable Securities registered
thereunder), the Company and the Guarantors shall use their best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 30 days of such cessation of effectiveness amend
the Shelf Registration in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional "shelf"
Registration Statement pursuant to Rule 415 covering all of the Registrable
Securities (a "Subsequent Shelf Registration").  If a Subsequent Shelf
Registration is filed, the Company and the Guarantors shall use their best
efforts to cause the Subsequent Shelf Registration to be declared effective as
soon as practicable after such filing and to keep such Subsequent Shelf
Registration continuously effective for a period equal to the number of days in
the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration, and any Subsequent Shelf Registration, was
previously effective.


         (c)  Notwithstanding the foregoing provisions of this Section 3 (but
subject to Section 4 below), the Company shall not be required to amend or
supplement a Registration Statement, any related Prospectus or any document
incorporated therein by reference, for a period not to exceed an aggregate of 60
days in any calendar year if, (i) an event occurs and is continued as a result
of which the Shelf Registration would, in the Issuer's good faith judgment,
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (ii) the Issuer
determines in its good faith judgment that the disclosure of such event at such
time would have a material adverse effect on (a) the business, operations or
prospects of the Issuer or (b) a pending material business transaction that has
not yet been publicly disclosed.

4.  Liquidated Damages.

         (a)  The Company and the Guarantors acknowledge and agree that the
holders of Registrable Securities will suffer damages, and that it would not be
feasible to ascertain the extent of such damages with precision, if the Company
and the Guarantors fail to fulfill their obligations hereunder.  Accordingly, in
the event of such failure, the Company and the Guarantors jointly and 

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severally agree to pay liquidated damages to each Holder under the 
circumstances and to the extent set forth below:

         (i)   if neither the Exchange Offer Registration Statement nor the
Initial Shelf Registration has been filed with the SEC on or prior to the Filing
Date; or

         (ii) if neither the Exchange Offer Registration Statement nor the
Initial Shelf Registration is declared effective by the SEC on or prior to the
Effectiveness Date; or

         (iii)     if the Company has not accepted for exchange Exchange
Securities for all Notes validly tendered in accordance with the terms of the
Exchange Offer within 30 days after the date on which an Exchange Offer
Registration Statement is declared effective by the SEC; or

         (iv) if a Shelf Registration is filed and declared effective by the
SEC but thereafter ceases to be effective without being succeeded within 30 days
by a Subsequent Shelf Registration filed and declared effective;

(each of the foregoing a "Registration Default," and the date on which the
Registration Default occurs being referred to herein as an "Event Date").

         Upon the occurrence of any Registration Default, the Company shall
pay, or cause to be paid (and the Guarantors hereby guarantee the payment of),
in addition to amounts otherwise due under the Indenture and the Registrable
Securities, as liquidated damages, and not as a penalty, to each holder of a
Registrable Security, an additional amount (the "Weekly Liquidated Damages
Amount") equal to (A) for each weekly period beginning on the Event Date for the
first 90-day period immediately following such Event Date, $.05 per week per
$1,000 principal amount of Registrable Securities held by such holder, and (B)
for each weekly period beginning with the first full week after the 90-day
period set forth in the foregoing clause (A), $.10 per week per $1,000 principal
amount of Registrable Securities held by such holder; provided that such
liquidated damages will, in each case, cease to accrue (subject to the
occurrence of another Registration Default) on the date on which all
Registration Defaults have been cured.  A Registration Default under clause (i)
above shall be cured on the date that either the Exchange Offer Registration
Statement or the Initial Shelf Registration is filed with the SEC; a
Registration Default under clause (ii) above shall be cured on the date that
either the Exchange Offer Registration Statement or the Initial Shelf
Registration is declared effective by the SEC; a Registration Default under
clause (iii) above shall be cured on the earlier of the date (A) the Exchange
Offer is consummated with respect to all Notes validly tendered or (B) the

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Company delivers a Shelf Notice to the Holders; and a Registration Default 
under clause (iv) above shall be cured on the earlier of (A) the date on 
which the applicable Shelf Registration is no longer subject to an order 
suspending the effectiveness thereof or proceedings relating thereto or (B) a 
Subsequent Shelf Registration is declared effective.

         (b)  The Company shall notify the Trustee within five Business Days
after each Event Date.  The Company shall pay the liquidated damages due on the
Registrable Securities by depositing with the Trustee, in trust, for the benefit
of the Holders thereof, by 12:00 noon, New York City time, on or before the
applicable semi-annual interest payment date for the Registrable Securities,
immediately available funds in sums sufficient to pay the liquidated damages
then due.  The liquidated damages amount due shall be payable on each interest
payment date to the Holder entitled to receive the interest payment to be made
on such date as set forth in the Indenture.

5.  Hold-Back Agreements

         The Company and the Guarantors agree, without the prior written
consent of the Holders of a majority in the aggregate principal amount of the
then outstanding Securities, not to effect any public or private sale or
distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or similar to those covered by a Registration
Statement filed pursuant to Section 2 or 3 hereof, or any securities convertible
into or exchangeable or exercisable for such securities, during the 10 days
prior to, and during the 90-day period beginning on, (A) the effective date of
any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the
Holders of a majority in the aggregate principal amount of the Registrable
Securities to be included in such Registration Statement consent or (B) the
commencement of an underwritten public distribution of Registrable Securities,
where the managing underwriter so requests.

6.  Registration Procedures

         In connection with the registration of any Securities pursuant to
Sections 2 or 3 hereof, each of the Company and each Guarantor shall effect such
registrations to permit the sale of such Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company and each Guarantor shall:

         (a)  Prepare and file with the SEC, as soon as practicable after the
date hereof but in any event on or prior to the Filing Date, a Registration
Statement or Registration Statements as prescribed by Section 2 or 3, and use
its 

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best efforts to cause each such Registration Statement to become effective 
and remain effective as provided herein; provided, that, if (i) such filing 
is pursuant to Section 3 or (ii) a Prospectus contained in an Exchange Offer 
Registration Statement filed pursuant to Section 2 is required to be 
delivered under the Securities Act by any Participating Broker-Dealer who 
seeks to sell Exchange Securities during the Applicable Period, before filing 
any Registration Statement or Prospectus or any amendments or supplements 
thereto, the Company and the Guarantors shall, if requested, furnish to and 
afford the Holders of the Registrable Securities covered by such Registration 
Statement, their Special Counsel, each Participating Broker-Dealer, the 
managing underwriters, if any, and their counsel, a reasonable opportunity to 
review and make available for inspection by such Persons copies of all such 
documents (including copies of any documents to be incorporated by reference 
therein and all exhibits thereto) proposed to be filed, such financial and 
other information and books and records of the Company and the Guarantors, 
and cause the officers, directors and employees of the Company and the 
Guarantors, Company counsel and independent certified public accountants of 
the Company, to respond to such inquiries, as shall be necessary, in the 
opinion of respective counsel to such holders, Participating Broker-Dealer 
and underwriters, to conduct a reasonable investigation within the meaning of 
the Securities Act (it being understood that a period of five business days 
shall be deemed to afford such reasonable opportunity).  The Company may 
require each Holder to agree to keep confidential any non-public information 
relating to the Company ("Confidential Information") received by such Holder 
and not disclose such Confidential Information (other than to an Affiliate or 
prospective purchaser who agrees to respect the confidentiality provisions of 
this Section 6(a)) until such information has been made generally available 
to the public, other than as a result of a disclosure by such Holder, its 
directors, officers, employees, agents or advisors or by any other person 
subject to a confidentiality agreement, unless the release of such 
Confidential Information is required by law or necessary to respond to 
inquiries of regulatory authorities (including the National Association of 
Insurance Commissioners, or similar organizations or their successors).  The 
Company may also require each Holder to agree (i) to give the Company prompt 
notice of any request to disclose any Confidential Information received by 
such Holder so that the Company may seek appropriate protective orders, (ii) 
to consult with the Company with respect to the Company's taking steps to 
restrict or narrow the scope of such requests, and (iii) if the release of 
the Confidential Information is required by law or necessary to respond to 
inquiries of regulatory authorities, to give specific written notice to the 
Company describing the Confidential Information to be disclosed (as far in 
advance of its disclosure as is practicable) and to use its reasonable best 
efforts to obtain assurances from the recipient that confidential treatment 
will be accorded to the Confidential Information.  Neither the Company nor 
any Guarantor shall file any Registration Statement or Prospectus or any 
amendments or supplements thereto in respect of which the Holders must 

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be afforded an opportunity to review prior to the filing of such document, if 
the Holders of a majority in aggregate principal amount of the Registrable 
Securities covered by such Registration Statement, their Special Counsel, any 
Participating Broker-Dealer or the managing underwriters, if any, or their 
counsel shall reasonably object.

         (b)  Provide an indenture trustee for the Registrable Securities or
the Exchange Securities, as the case may be, and cause the Indenture (or other
indenture relating to the Registrable Securities) to be qualified under the TIA
not later than the effective date of the first Registration Statement; and in
connection therewith, to effect such changes to such 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 best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.  
         (c)  Prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the time periods required
hereby; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply in all material respects with the provisions of the
Securities Act and the Exchange Act applicable thereto with respect to the
disposition of all securities covered by such Registration Statement, as so
amended, or in such Prospectus, as so supplemented, in accordance with the
intended methods of distribution set forth in such Registration Statement or
Prospectus as so amended.

         (d)  Furnish to such selling Holders and Participating Broker-Dealers
who so request (i) upon the Company's receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto
effective and (ii) such reasonable number of copies of such Registration
Statement and of each amendment and supplement thereto (in each case including
any documents incorporated therein by reference and all exhibits), (iii) such
reasonable number of copies of the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such reasonable number of
copies of the final Prospectus as filed by the Company pursuant to Rule 424(b)
under the Securities Act, in conformity with the requirements of the Securities
Act, and (iv) such other documents (including any amendments required to be
filed pursuant to clause (c) of this Section), as any such Person may reasonably
request.  The Company and the Guarantors hereby consent to the use of the
Prospectus by each of the selling Holders of Registrable Securities or each such
Participating Broker-Dealer, as the case may be, and the underwriters or agents,

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if any, and dealers (if any), in connection with the offering and sale of the 
Registrable Securities covered by, or the sale by Participating 
Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and 
any amendment thereto.

         (e)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B)
a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, notify the selling Holders of Registrable Securities, their
Special Counsel, each Participating Broker-Dealer and the managing underwriters,
if any, promptly (but in any event within two Business Days), and confirm such
notice in writing, (i) when a Prospectus has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act, (ii) of the issuance by the SEC of any stop
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any Prospectus or the initiation of any
proceedings for that purpose, (iii) if, at any time when a Prospectus is
required by the Securities Act to be delivered in connection with sales of the
Registrable Securities, the representations and warranties of the Company or of
any Guarantor contained in any agreement (including any underwriting agreement)
contemplated by Section 6(n) below cease to be true and correct in any material
respect, (iv) of the receipt by the Company or any Guarantor of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Securities
or the Exchange Securities to be sold by any Participating Broker-Dealer for
offer or sale in any jurisdiction, or the contemplation, initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in such Registration Statement, Prospectus or documents so that it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (vi) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

         (f)  Use its reasonable best efforts to register or qualify (to the
extent required by applicable law), and, if applicable, to cooperate with the
selling Holders of Registrable Securities, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of, Securities to be included
in a Registration Statement for offer and sale under the securities or Blue Sky
laws of 

                                       14

<PAGE>

such jurisdictions within the United States as any selling Holder, 
Participating Broker-Dealer or the managing underwriters reasonably request 
in writing; and, if Securities are offered other than through an Underwritten 
Offering, the Company shall cause its counsel to perform Blue Sky 
investigations and file registrations and qualifications required to be filed 
pursuant to this Section 6(f) at the expense of the Company; keep each such 
registration or qualification (or exemption therefrom) effective during the 
period such Registration Statement is required to be kept effective and do 
any and all other acts or things necessary or advisable to enable the 
disposition in such jurisdictions of the Securities covered by the applicable 
Registration Statement, provided, however, that none of the Company nor the 
Guarantors shall be required to (i) qualify generally to do business in any 
jurisdiction where it is not then so qualified, (ii) to take action that 
would subject it to general service of process in any jurisdiction where it 
is not so subject or (iii) subject it to taxation in any such jurisdiction 
where it is not then subject.

         (g)  Use its reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Securities for sale in any
jurisdiction, and, if any such order is issued, to use its reasonable best
efforts to obtain the withdrawal of any such order at the earliest possible
time.

         (h)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B)
a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, and if requested by the managing underwriters, if any, or the
Holders of a majority in aggregate principal amount of the Registrable
Securities, (i) promptly incorporate in a Prospectus or post-effective amendment
such information as the managing underwriters, if any, or such Holders
reasonably request to be included therein required to comply with any applicable
law and (ii) make all required filings of such Prospectus or such post-effective
amendment as soon as practicable after the Company has received notification of
such matters required by Applicable Law to be incorporated in such Prospectus or
post-effective amendment.

         (i)  If (A) a Shelf Registration is filed pursuant to Section 3 or (B)
a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period,  cooperate with the selling Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates
shall not bear 

                                       15

<PAGE>

any restrictive legends and shall be in a form eligible for deposit with The 
Depository Trust Company ("DTC"); and enable such Registrable Securities to 
be in such denominations and registered in such names as the managing 
underwriters, if any, or Holders may reasonably request.

         (j)  If (i) a Shelf Registration is filed pursuant to Section 3 or
(ii) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
6(e)(v) or 6(e)(vi) above, as promptly as practicable prepare a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder
or to the purchasers of the Exchange Securities to whom such Prospectus will be
delivered by a Participating Broker-Dealer, such Registration Statement or
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

         (k)  Use its reasonable best efforts to cause the Securities covered
by a Registration Statement to be rated with the appropriate rating agencies, if
appropriate, if so requested by the Holders of a majority in aggregate principal
amount of Securities covered by such Registration Statement or the managing
underwriters, if any.

         (l)  Prior to the effective date of the first Registration Statement
relating to the Securities, (i) provide the applicable trustee with printed
certificates for the Securities in a form eligible for deposit with DTC and (ii)
provide a CUSIP number for each of the Securities.

         (m)  Use its best efforts to cause all Securities covered by such
Registration Statement to be listed on each securities exchange, if any, on
which similar debt securities issued by the Company are then listed.

         (n)  If a Shelf Registration is filed pursuant to Section 3, enter
into such agreements (including an underwriting agreement in form, scope and
substance as is customary in underwritten offerings of debt securities similar
to the Notes, as may be appropriate in the circumstances) and take all such
other actions in connection therewith (including those reasonably requested by
the managing underwriters, if any, or the Holders of a majority in aggregate
princi-

                                       16

<PAGE>

pal amount of the Registrable Securities being sold) in order to expedite or 
facilitate the registration or the disposition of such Registrable 
Securities, and in such connection, whether or not an underwriting agreement 
is entered into and whether or not the registration is an Underwritten 
Registration, (i) make such representations and warranties to the Holders and 
the underwriters, if any, with respect to the business of the Company and its 
subsidiaries, and the Registration Statement, Prospectus and documents, if 
any, incorporated or deemed to be incorporated by reference therein, in each 
case, in form, substance and scope as are customarily made by issuers to 
underwriters in underwritten offerings of debt securities similar to the 
Notes, as may be appropriate in the circumstances, and confirm the same if 
and when reasonably requested; (ii) obtain opinions of counsel to the Company 
and updates thereof (which counsel and opinions (in form, scope and 
substance) shall be reasonably satisfactory to the managing underwriters, if 
any, and the Holders of a majority in aggregate principal amount of the 
Registrable Securities being sold), addressed to each selling Holder and each 
of the underwriters, if any, covering the matters customarily covered in 
opinions of counsel to the Issuer requested in underwritten offerings of debt 
securities similar to the Notes, as may be appropriate in the circumstances; 
(iii) obtain "cold comfort" letters and updates thereof (which letters and 
updates (in form, scope and substance) shall be reasonably satisfactory to 
the managing underwriters) from the independent certified public accountants 
of the Company (and, if necessary, any other independent certified public 
accountants of any subsidiary of the Company or of any business acquired by 
the Company for which financial statements and financial data are, or are 
required to be, included in the Registration Statement), addressed to each of 
the underwriters and each selling Holder, such letters to be in customary 
form and covering matters of the type customarily covered in "cold comfort" 
letters in connection with underwritten offerings of debt securities similar 
to the Notes, as may be appropriate in the circumstances, and such other 
matters as reasonably requested by underwriters; and (iv) deliver such 
documents and certificates as may be reasonably requested by the Holders of a 
majority in principal amount of the Registrable Securities being sold and the 
managing underwriters, if any, to evidence the continued validity of the 
representations and warranties of the Company and its subsidiaries made 
pursuant to clause (i) above and to evidence compliance with any conditions 
contained in the underwriting agreement or other similar agreement entered 
into by the Company.  Nothing contained in this clause (n) requires the 
Company or the Guarantors, their counsel or their accountants to make any 
representations or warranties, to render any legal opinion or to deliver any 
comfort letters that are not true.

         (o)  Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after 

                                       17

<PAGE>

the end of any 12-month period (or 90 days after the end of any 12-month 
period if such period is a fiscal year) (i) commencing on the first day of 
the fiscal quarter following each fiscal quarter in which Registrable 
Securities are sold to underwriters in a firm commitment or best efforts 
underwritten offering and (ii) if not sold to underwriters in such an 
offering, commencing on the first day of the first fiscal quarter of the 
Company after the effective date of a Registration Statement, which 
statements shall cover said 12-month periods.

         (p)  Upon consummation of an Exchange Offer or Private Exchange,
obtain an opinion of counsel to the Company (in form, scope and substance
reasonably satisfactory to the Purchaser), addressed to the Trustee for the
benefit of all Holders participating in the Exchange Offer or Private Exchange,
as the case may be, to the effect that (i) the Company and the Guarantors have
duly authorized, executed and delivered the Exchange Securities or the Private
Exchange Securities, as the case may be, and the Indenture, (ii) the Exchange
Securities or the Private Exchange Securities, as the case may be, and the
Indenture constitute legal, valid and binding obligations of the Company and the
Guarantors, enforceable against the Company and the Guarantors in accordance
with their respective terms, except as such enforcement may be subject to
customary exceptions including, without limitation, (x) applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and (y) general principles of equity (regardless
of whether such enforcement is sought in a proceeding in equity or at law), and
(iii) all obligations of the Company and the Guarantors under the Exchange
Securities or the Private Exchange Securities, as the case may be, and the
Indenture are secured by Liens on the assets securing the obligations of the
Company under the Notes.

         (q)  If an Exchange Offer or Private Exchange is to be consummated,
upon delivery of the Registrable Securities by such Holders to the Company (or
to such other Person as directed by the Company) in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, the Company
shall mark, or caused to be marked, on such Registrable Securities that such
Registrable Securities are being cancelled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be, and in no
event shall such Registrable Securities be marked as paid or otherwise
satisfied.

         (r)  Cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD.

                                       18

<PAGE>

         (s)  Use its reasonable best efforts to take all other steps necessary
to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.

         The Company may require each seller of Registrable Securities or
Participating Broker-Dealer as to which any registration is being effected to
furnish to the Company such reasonable information regarding such seller or
Participating Broker-Dealer and the distribution of such Registrable Securities
or Exchange Securities as the Company may, from time to time, reasonably request
in writing.  The Company may exclude from such registration the Registrable
Securities of any seller or Exchange Securities of any Participating
Broker-Dealer who fails to furnish such information.

         Each Holder and each Participating Broker-Dealer agrees by acquisition
of such Registrable Securities or Exchange Securities of any Participating
Broker-Dealer that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section 6(e)(ii), 6(e)(iv),
6(e)(v) or 6(e)(vi), such Holder will forthwith discontinue disposition (in the
jurisdictions specified in a notice of a 6(e)(iv) event, and elsewhere in a
notice of a 6(e)(ii), 6(e)(v) or 6(e)(vi) event) of such Securities covered by
such Registration Statement or Prospectus until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(j),
or until it is advised in writing (the "Advice") by the Company that offers or
sales in a particular jurisdiction may be resumed or that the use of the
applicable Prospectus may be resumed, as the case may be, and has received
copies of any amendments or supplements thereto.  If the Company shall give such
notice, each of the Effectiveness Period and the Applicable Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of such
Securities covered by such Registration Statement shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 6(j) or
(y) the Advice.

7.  Registration Expenses

         (a)  All fees and expenses incident to the performance of or
compliance with this Agreement by the Company and the Guarantors shall be borne
by the Company and the Guarantors whether or not the Exchange Offer or a Shelf
Registration is filed or becomes effective, including, without limitation: 

                   (i) all registration and filing fees (including, without
    limitation, (A) fees with respect to filings required to be made with the
    NASD and (B) fees and expenses of compliance with state securities or Blue
    Sky laws (including, without limitation, reasonable fees and disburse-

                                       19

<PAGE>

    ments of counsel in connection with Blue Sky qualifications of the 
    Registrable Securities or Exchange Securities and determination of the 
    eligibility of the Registrable Securities or Exchange Securities for 
    investment under the laws of such jurisdictions (x) where the Holders are
    located, in the case of the Exchange Securities, or (y) as provided in 
    Section 6(f), in the case of Registrable Securities or Exchange 
    Securities to be sold by a Participating Broker-Dealer during the 
    Applicable Period);

                   (ii) printing expenses (including, without limitation,
    expenses of printing certificates for Registrable Securities or Exchange
    Securities in a form eligible for deposit with DTC and of printing
    Prospectuses if the printing of Prospectuses is requested by the managing
    underwriters, if any, or, in respect of Registrable Securities or Exchange
    Securities to be sold by a Participating Broker-Dealer during the
    Applicable Period, by the Holders of a majority in aggregate principal
    amount of the Registrable Securities included in any Registration Statement
    or of such Exchange Securities, as the case may be);

                   (iii) messenger, telephone, duplication, word processing and
    delivery expenses incurred by the Company in the performance of its
    obligations hereunder;

                   (iv) fees and disbursements of counsel for the Company;

                   (v) fees and disbursements of all independent certified
    public accountants referred to in Section 6(n)(iii) (including, without
    limitation, the expenses of any special audit and "cold comfort" letters
    required by or incident to such performance);

                   (vi) fees and expenses of any "qualified independent
    underwriter" or other independent appraiser participating in an offering
    pursuant to Section 3 of Schedule E to the By-laws of the NASD, but only
    where the need for such a "qualified independent underwriter" arises due to
    a relationship with the Company;

                   (vii) Securities Act liability insurance, if the Company so
    desires such insurance;

                   (viii) fees and expenses of all other Persons retained by
    the Company; internal expenses of the Company (including, without
    limitation, all salaries and expenses of officers and employees of the

                                       20

<PAGE>

    Company performing legal or accounting duties); and the expense of any
    annual audit; and

                   (ix) rating agency fees and the fees and expenses incurred
    in connection with the listing of the Securities to be registered on any
    securities exchange.

         (b)  The Company and the Guarantors shall reimburse the Holders for
the reasonable fees and disbursements of not more than one counsel (in addition
to appropriate local counsel) chosen by the Holders of a majority in aggregate
principal amount of the Registrable Securities to be included in any
Registration Statement.  The Company shall pay all documentary, stamp, transfer
or other transactional taxes attributable to the issuance or delivery of the
Exchange Securities or Private Exchange Securities in exchange for the Notes;
provided that the Company shall not be required to pay taxes payable in respect
of any transfer involved in the issuance or delivery of any Exchange Security or
Private Exchange Security in a name other than that of the holder of the Note in
respect of which such Exchange Security or Private Exchange Security is being
issued.

         (c)  Neither the Company or the Guarantors shall be liable for any
underwriting, brokerage, finder's or similar fees, discounts or commissions, if
any, attributable to the sale of the Registrable Securities which discounts,
commissions or taxes shall be paid by the Holders of such Registrable
Securities.

8.  Indemnification

         (a)  Indemnification by the Company.  The Company and each of the
Guarantors, jointly and severally, shall, without limitation as to time,
indemnify and hold harmless each Holder and each Participating Broker-Dealer
selling Exchange Securities during the Applicable Period, each Person who
controls each such Holder (within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Exchange Act) and the officers, directors, partners,
employees, representatives and agents of each such Holder, Participating
Broker-Dealer and controlling person, to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable costs of preparation and reasonable attorneys'
fees as provided in this Section 8) and expenses (including, without limitation,
reasonable costs and expenses incurred in connection with investigating,
preparing, pursuing or defending against any of the foregoing) (collectively,
"Losses"), as incurred, directly or indirectly caused by, related to, based
upon, arising out of or in connection with any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or form of prospectus, or in any 

                                       21

<PAGE>

amendment or supplement thereto, or in any preliminary prospectus, or any 
omission or alleged omission to state therein a material fact required to be 
stated therein or necessary to make the statements therein, in the light of 
the circumstances under which they were made, not misleading, except insofar 
as such Losses are based upon information relating to such Holder or 
Participating Broker-Dealer and furnished in writing to the Company (or 
reviewed and approved in writing) by such Holder or Participating 
Broker-Dealer expressly for use therein; provided, however, that neither the 
Company nor any of the Guarantors shall be liable to any Indemnified Party to 
the extent that any such losses arise solely out of an untrue statement or 
alleged untrue statement or omission or alleged omission made in any 
preliminary prospectus if (i) such Indemnified Party or related holder of a 
Registrable Security failed to send or deliver a copy of the Prospectus with 
or prior to the delivery of written confirmation of the sale by such 
Indemnified Party or the related holder of a Registrable Security to the 
person asserting the claim from which such Losses arise, (ii) the Prospectus 
would have corrected such untrue statement or alleged untrue statement or 
omission or alleged omission, and (iii) the Company and the Guarantors have 
complied with their obligations under Section 6(e) hereof.  The Company and 
each of the Guarantors shall also indemnify underwriters, selling brokers, 
dealer managers and similar securities industry professionals participating 
in the distribution, their officers, directors, agents and employees and each 
Person who controls such Persons (within the meaning of Section 15 of the 
Securities Act or Section 20(a) of the Exchange Act) to the same extent as 
provided above with respect to the indemnification of the Holders or the 
Participating Broker-Dealer.

         (b)  Indemnification by Holder of Registrable Securities.  In
connection with any Registration Statement, Prospectus or form of prospectus,
any amendment or supplement thereto, or any preliminary prospectus in which a
Holder in which a Holder is participating, such Holder shall furnish to the
Company in writing such information as the Company reasonably requests for use
in connection with any Registration Statement, Prospectus or form of prospectus,
any amendment or supplement thereto, or any preliminary prospectus and shall,
without limitation as to time, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person, if any, who controls the
Company (within the meaning of Section 15 of the Securities Act and Section
20(a) of the Exchange Act), and the directors, officers, agents or employees of
such controlling persons, to the fullest extent lawful, from and against all
Losses arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading to the
extent, but only to the 

                                       22

<PAGE>

extent, that such untrue statement or alleged untrue statement of a material 
fact or omission or alleged omission of a material fact is contained in or 
omitted from any information so furnished in writing by such holder to the 
Company expressly for use therein.  In no event shall the liability of any 
selling Holder be greater in amount than the dollar amount of the proceeds 
(net of payment of all expenses) received by such Holder upon the sale of the 
Registrable Securities giving rise to such indemnification obligation.

         (c)  Conduct of Indemnification Proceedings.  If any Proceeding shall
be brought or asserted against any Person entitled to indemnity hereunder (an
"indemnified party"), such indemnified party shall promptly notify the party or
parties from which such indemnity is sought (the "indemnifying parties") in
writing; provided, that the failure to so notify the indemnifying parties shall
not relieve the indemnifying parties from any obligation or liability except to
the extent (but only to the extent) that it shall be finally determined by a
court of competent jurisdiction (which determination is not subject to appeal)
that the indemnifying parties have been prejudiced materially by such failure.  

         The indemnifying party shall have the right, exercisable by giving
written notice to an indemnified party, within 20 business days after receipt of
written notice from such indemnified party of such Proceeding, to assume, at its
expense, the defense of any such Proceeding, provided, that an indemnified party
shall have the right to employ separate counsel in any such Proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless: (1) the
indemnifying party has agreed to pay such fees and expenses; or (2) the
indemnifying party shall have failed promptly to assume the defense of such
Proceeding or shall have failed to employ counsel reasonably satisfactory to
such indemnified party; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party or any of its affiliates or controlling persons, and such
indemnified party shall have been advised by counsel that there may be one or
more defenses available to such indemnified party that are in addition to, or in
conflict with, those defenses available to the indemnifying party or such
affiliate or controlling person (in which case, if such indemnified party
notifies the indemnifying parties in writing that it elects to employ separate
counsel at the expense of the indemnifying parties, the indemnifying parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the indemnifying party; it
being understood, however, that, the indemnifying party shall not, in connection
with any one such Proceeding or separate but substantially similar or related
Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses 

                                       23

<PAGE>

of more than one separate firm of attorneys (together with appropriate local 
counsel) at any time for such indemnified party).  

         No indemnifying party shall be liable for any settlement of any such
Proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such
Proceeding, each indemnifying party jointly and severally agrees, subject to the
exceptions and limitations set forth above, to indemnify and hold harmless each
indemnified party from and against any and all Losses by reason of such
settlement or judgment.  The indemnifying party shall not consent to the entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to each
indemnified party of a release, in form and substance reasonably satisfactory to
the indemnified party, from all liability in respect of such Proceeding for
which such indemnified party would be entitled to indemnification hereunder
(whether or not any indemnified party is a party thereto).

         (d)  Contribution.  If the indemnification provided for in this
Section 8 is unavailable to an indemnified party or is insufficient to hold such
indemnified party harmless for any Losses in respect of which this Section 8
would otherwise apply by its terms (other than by reason of exceptions provided
in this Section 8), then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the amount paid or payable by such indemnified party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of such indemnifying party, on the one hand,
and indemnified party, on the other hand, shall be determined by reference to,
among other things, whether any untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent any such statement or omission.  The amount paid or payable
by an indemnified party as a result of any Losses shall be deemed to include any
legal or other fees or expenses incurred by such party in connection with any
Proceeding, to the extent such party would have been indemnified for such fees
or expenses if the indemnification provided for in Section 8(a) or 8(b) was
available to such party.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable 

                                       24

<PAGE>

considerations referred to in the immediately preceding paragraph. 
Notwithstanding the provisions of this Section 8(d), an indemnifying party 
that is a selling Holder shall not be required to contribute, in the 
aggregate, any amount in excess of such Holder's Maximum Contribution Amount. 
 A selling Holder's "Maximum Contribution Amount" shall equal the excess of 
(i) the aggregate proceeds received by such Holder pursuant to the sale of 
such Registrable Securities over (ii) the aggregate amount of damages that 
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 
Securities Act) shall be entitled to contribution from any Person who was not 
guilty of such fraudulent misrepresentation.

         The indemnity and contribution agreements contained in this Section 8
are in addition to any liability that the indemnifying parties may have to the
indemnified parties.

9.  Rule 144 and Rule 144A 

         Each of the Company and each Guarantor covenants that it shall (a)
file the reports required to be filed by it (if so required) under the
Securities Act and the Exchange Act in a timely manner and, if at any time any
such Person is not required to file such reports, it will, upon the request of
any Holder, make publicly available other information necessary to permit sales
pursuant to Rule 144 and Rule 144A and (b) take such further action as any
Holder may reasonably request, all to the extent required from time to time to
enable such Holder to sell Registrable Securities without registration under the
Securities Act pursuant to the exemptions provided by Rule 144 and Rule 144A. 
Upon the request of any Holder, the Company and the Guarantors shall deliver to
such Holder a written statement as to whether they have complied with such
information and requirements.

10. Underwritten Registrations

         If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an Underwritten Offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company and the Guarantors; it being understood that any Underwritten Offering
shall include at least $10,000,000 principal amount of the Registrable
Securities.

                                       25

<PAGE>

         No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

11. Miscellaneous

         (a)  Remedies.  In the event of a breach by the Company or any of the
Guarantors of any of its respective obligations under this Agreement, each
Holder, in addition to being entitled to exercise all rights provided herein, in
the Indenture or, in the case of the Purchasers, in the Purchase Agreement, or
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each of the
Guarantors agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

         (b)  No Inconsistent Agreements.  The Company has not entered into, as
of the date hereof, and shall not enter into, after the date of this Agreement,
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.  

         (c)  Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of at least a majority of the then outstanding aggregate principal amount of
Registrable Securities; provided, that Sections 6(a) and 8 shall not be amended,
modified or supplemented, and waivers or consents to departures from this
proviso may not be given, unless the Company has obtained the written consent of
each Holder.  Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Securities being sold by such Holders pursuant to such
Registration Statement, provided that the provisions of this sentence may not be

                                       26

<PAGE>

amended, modified or supplemented except in accordance with the provisions of 
the immediately preceding sentence.

         (d)  Notices.  All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, certified
first-class mail, return receipt requested, next-day air courier or facsimile:

                   (i) if to a Holder, at the most current address given by
    such holder to the Company in accordance with the provisions of this
    Section 11(d), which address initially is, with respect to each holder, the
    address of such holder maintained by the Registrar under the Indenture,
    with a copy to Skadden, Arps, Slate, Meagher & Flom, 300 South Grand
    Avenue, Los Angeles, California 90071, telecopy number (213) 687-5600,
    Attention:  Michael A. Woronoff, Esq.; and

                   (ii) if to the Company or any of the Guarantors, initially 7
    North Street, Staten Island, New York 10302-1205, telecopy number (708)
    442-5105, Attention:  Nathan Schlenker, and thereafter at such other
    address, notice of which is given in accordance with the provisions of this
    Section 11(d), with copies to Silverman, Collura and Chernis, P.C., 381
    Park Avenue South, Suite 1601, New York, New York 10016, telecopy number
    (212) 779-8858, Attention:  Peter Silverman, and Jones, Day, Reavis &
    Pogue, 599 Lexington Avenue, New York, New York 10022, telecopy number
    (212) 755-7306, Attention:  Robert A. Zuccaro.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if telecopied.

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

         (e)  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.

                                       27

<PAGE>

         (f)  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.

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

         (h)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE COMPANY AND EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE COMPANY AND
EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF
THE COMPANY AND EACH GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY
AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER
JURISDICTION.

         (i)  Severability.  If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,

                                       28

<PAGE>

illegal, void or unenforceable, the remainder of the terms, provisions, 
covenants and restrictions set forth herein shall remain in full force and 
effect and shall in no way be affected, impaired or invalidated, and the 
parties hereto shall use their best efforts to find and employ an alternative 
means to achieve the same or substantially the same result as that 
contemplated by such term, provision, covenant or restriction.  It is hereby 
stipulated and declared to be the intention of the parties that they would 
have executed the remaining terms, provisions, covenants and restrictions 
without including any of such that may be hereafter declared invalid, 
illegal, void or unenforceable.

         (j)  Entire Agreement.  This Agreement is intended by the parties as a
final expression of their agreement, and is 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 by the Company in
respect of securities sold pursuant to the Purchase Agreement.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

         (k)  Securities Held by the Company or its Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
(other than Holders deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the holders of such required
percentage.

                                       29

<PAGE>

 
                            REGISTRATION RIGHTS AGREEMENT
                            -----------------------------

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

                                       ATLANTIC EXPRESS TRANSPORTATION CORP.



                                       By:  /s/ DOMENIC GATTO
                                           ---------------------------------
                                       Name: DOMENIC GATTO
                                           ---------------------------------
                                       Title: PRESIDENT AND CHIEF EXECUTIVE 
                                              OFFICER
                                              ------------------------------


AMBOY BUS CO., INC.                    COURTESY BUS CO., INC.
                                       
By:  /s/ DOMENIC GATTO                  By: /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------
STATEN ISLAND BUS, INC.                K. CORR, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------


RAYBERN CAPITAL CORP.                  RAYBERN EQUITY CORP.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------

<PAGE>


METROPOLITAN ESCORT SERVICE, INC.      METRO AFFILIATES, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------



MERIT TRANSPORTATION CORP.             MIDWAY LEASING INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------


TEMPORARY TRANSIT SERVICE, INC.        BROOKFIELD TRANSIT INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------


ATLANTIC-HUDSON, INC.                  ATLANTIC PARATRANS, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------



180 JAMAICA CORP.                      BLOCK 7932, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------

<PAGE>

ATLANTIC EXPRESS COACHWAYS, INC.       ATLANTIC-CONN. TRANSIT, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------



ATLANTIC EXPRESS OF PENNSYLVANIA,      ATLANTIC EXPRESS OF MISSOURI INC.
INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------



ATLANTIC PARATRANS OF KENTUCKY INC.    RAYBERN BUS SERVICE, INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------


DOM-RICH ASSOCIATES, INC.              G.V.D. LEASING CO., INC.

By:  /s/ DOMENIC GATTO                 By:  /s/ DOMENIC GATTO                
    ---------------------------------      ---------------------------------
Name: DOMENIC GATTO                    Name: DOMENIC GATTO                  
    ---------------------------------      ---------------------------------
Title: PRESIDENT AND CHIEF EXECUTIVE   TITLE: PRESIDENT AND CHIEF EXECUTIVE 
       OFFICER                                OFFICER                       
       ------------------------------         ------------------------------




ACCEPTED AND AGREED TO:

JEFFERIES & COMPANY, INC.

By: /s/ ANDREW WHITTAKER
   --------------------
Name: ANDREW WHITTAKER
Title: EXECUTIVE VICE PRESIDENT