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                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                          Central Garden & Pet Company

                     The parties listed as guarantors hereto

                                       and

                         Banc of America Securities LLC
                            CIBC World Markets Corp.
                         SunTrust Capital Markets, Inc.
                            Jefferies & Company, Inc.


                          Dated as of January 30, 2003

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                          REGISTRATION RIGHTS AGREEMENT

               This Registration Rights Agreement (this "Agreement") is made and
entered into as of January 30, 2003, by and among Central Garden & Pet Company,
a Delaware corporation (the "Company"), the guarantors listed on Schedule I
attached hereto (each a "Guarantor" and, collectively, the "Guarantors"), and
Banc of America Securities LLC, CIBC World Markets Corp., SunTrust Capital
Markets, Inc. and Jefferies & Company, Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 9.125% Senior Subordinated Notes due 2013 (the "Initial Notes")
pursuant to the Purchase Agreement (as defined below).

               This Agreement is made pursuant to the Purchase Agreement, dated
January 24, 2003 (the "Purchase Agreement"), by and among the Company and the
Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for
the benefit of the holders from time to time of the Notes (including you and
each other Initial Purchaser). In order to induce the Initial Purchasers to
purchase the Initial 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
5(i) of the Purchase Agreement.

               The parties hereby agree as follows:

SECTION 1.   DEFINITIONS

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

               Additional Interest Payment Date: With respect to the Initial
     Notes, each Interest Payment Date.

               Broker-Dealer: Any broker or dealer registered under the Exchange
     Act.

               Closing Date: The date of this Agreement.

               Commission: The Securities and Exchange Commission.

               Consummate: A Registered Exchange Offer shall be deemed
     "Consummated" for purposes of this Agreement upon the occurrence of (i) the
     filing and effectiveness under the Securities Act of the Exchange Offer
     Registration Statement relating to the Exchange Notes to be issued in the
     Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof, and (iii) the delivery by the Company to the Registrar under the
     Indenture of Exchange Notes in the same aggregate principal amount as the
     aggregate principal amount of Initial Notes that were tendered by Holders
     thereof pursuant to the Exchange Offer.

               Effectiveness Target Date: As defined in Section 5.

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

               Exchange Notes: The 9.125% Senior Subordinated Notes due 2013, of
     the same series under the Indenture as the Initial Notes, to be issued to
     Holders in exchange for Transfer Restricted Securities pursuant to this
     Agreement.

               Exchange Offer: The registration by the Company under the
     Securities Act of the Exchange Notes pursuant to a Registration Statement
     pursuant to which the Company offers the Holders of all

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     outstanding Transfer Restricted Securities the opportunity to exchange all
     such outstanding Transfer Restricted Securities held by such Holders for
     Exchange Notes in an aggregate principal amount equal to the aggregate
     principal amount of the Transfer Restricted Securities tendered in such
     exchange offer by such Holders.

               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 Initial Notes (i) to certain "qualified institutional
     buyers," as such term is defined in Rule 144A under the Securities Act and
     (ii) pursuant to Regulation S under the Securities Act.

               Holders: As defined in Section 2(b) hereof.

               Indemnified Holder: As defined in Section 8(a) hereof.

               Indenture: The Indenture, dated as of January 30, 2003, among the
     Company, the Guarantors and Wells Fargo Bank, National Association, as
     trustee (the "Trustee"), pursuant to which the Notes are to be issued, as
     such Indenture is amended or supplemented from time to time in accordance
     with the terms thereof.

               Initial Purchaser: As defined in the preamble hereto.

               Initial Notes: The 9.125% Senior Subordinated Notes due 2013, of
     the same series under the Indenture as the Exchange Notes, for so long as
     such securities constitute Transfer Restricted Securities.

               Initial Placement: The issuance and sale by the Company of the
     Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

               Interest Payment Date: As defined in the Indenture and the Notes.

               NASD: National Association of Securities Dealers, Inc.

               Notes: The Initial Notes and the Exchange Notes.

               Person: An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

               Prospectus: The prospectus included in a Registration Statement,
     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.

               Record Holder: With respect to any Damages Payment Date relating
     to the Notes, each Person who is a Holder of Notes on the record date with
     respect to the Interest Payment Date on which such Damages Payment Date
     shall occur.

               Registration Default: As defined in Section 5 hereof.

               Registration Statement: Any registration statement of the Company
     relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
     or (b) the registration for resale of Transfer Restricted Securities
     pursuant to the Shelf Registration Statement, which is filed pursuant to
     the provisions of this Agreement, in each case, including the Prospectus
     included therein, all amendments

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     and supplements thereto (including post-effective amendments) and all
     exhibits and material incorporated by reference therein.

               Regulation S: Regulation S promulgated under the Securities Act.

               Securities Act: The Securities Act of 1933, as amended.

               Shelf Filing Deadline: As defined in Section 4 hereof.

               Shelf Registration Statement: As defined in Section 4 hereof.

               Trust Indenture Act: 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 Note, until the earliest to
     occur of (a) the date on which such Note is exchanged in the Exchange Offer
     and entitled to be resold to the public by the Holder thereof without
     complying with the prospectus delivery requirements of the Securities Act,
     (b) the date on which such Note has been effectively registered under the
     Securities Act and disposed of in accordance with a Shelf Registration
     Statement and (c) the date on which such Note is distributed to the public
     pursuant to Rule 144 under the Securities Act or by a Broker-Dealer
     pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
     Registration Statement (including delivery of the Prospectus contained
     therein).

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

SECTION 2.   SECURITIES SUBJECT TO THIS AGREEMENT

     (a)       Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities.

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

SECTION 3.   REGISTERED EXCHANGE OFFER

     (a)       Unless the Exchange  Offer shall not be permissible  under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company and the Guarantors shall (i)
cause to be filed with the Commission as soon as practicable after the Closing
Date, but in no event later than 90 days after the Closing Date, a Registration
Statement under the Securities Act relating to the Exchange Notes and the
Exchange Offer, (ii) use their best efforts to cause such Registration Statement
to become effective at the earliest possible time, but in no event later than
180 days after the Closing Date, (iii) in connection with the foregoing, file
(A) all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B)
if applicable, a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings in connection with the registration and qualification of the Exchange
Notes to be made under the Blue Sky laws of such jurisdictions as are necessary
to permit Consummation of the Exchange Offer; provided, however, that in no
event shall the Company be obligated to (Y) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it would not otherwise be
required to do so and (Z) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof so subject, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for

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the Transfer Restricted Securities and to permit resales of Notes held by
Broker-Dealers as contemplated by Section 3(c) below.

     (b)       The Company and the Guarantors shall cause the Exchange Offer
Registration Statement to be effective continuously and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
provided, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Company
shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Notes shall be included in the
Exchange Offer Registration Statement. The Company shall use its best efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 business days after the date on which the Exchange Offer
Registration Statement was declared effective by the Commission, or longer if
required by applicable federal securities laws.

     (c)       The Company and the Guarantors shall indicate in a "Plan of
Distribution" section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Notes that
are Transfer Restricted Securities and that were acquired for its own account as
a result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange
such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes received by
such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement
may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.

               The Company and the Guarantors shall use their best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in connection with
market-making or other trading activities.

               The Company and the Guarantors shall provide sufficient copies of
the latest version of such Prospectus to Broker-Dealers promptly upon request at
any time during such 180-day (or shorter as provided in the foregoing sentence)
period in order to facilitate such resales.

SECTION 4.   SHELF REGISTRATION

     (a)       Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement or permitted to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) any Holder of Transfer Restricted Securities
notifies the Company prior to the 20th day following the date of the
Consummation of the Exchange Offer that (A) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, or
(B) such Holder may not resell the Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the

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Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is
a Broker-Dealer and holds Initial Notes acquired directly from the Company or
one of its affiliates, then, upon such Holder's request, the Company and the
Guarantors shall

               (x)  use their best efforts to cause to be filed a
     shelf registration statement pursuant to Rule 415 under the Securities Act,
     which may be an amendment to the Exchange Offer Registration Statement (in
     either event, the "Shelf Registration Statement") on or prior to 60 days
     after the earlier to occur of (1) the date on which the Company determines
     that it is not required to file the Exchange Offer Registration Statement
     or permitted to Consummate the Exchange Offer because the Exchange Offer is
     not permitted and (2) the date on which the Company receives notice from a
     Holder of Transfer Restricted Securities as contemplated by clause (ii)
     above (60 days after such earlier date being the "Shelf Filing Deadline"),
     which Shelf Registration Statement shall provide for resales of all
     Transfer Restricted Securities the Holders of which shall have provided the
     information required pursuant to Section 4(b) hereof; and

               (y)  use their best efforts to cause such Shelf
     Registration Statement to be declared effective by the Commission on or
     before the 180th day after the Shelf Filing Deadline.

The Company and the Guarantors shall use their best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the
effective date of such Shelf Registration Statement (or shorter period that will
terminate when all the Notes covered by such Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement).

     (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 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5.   LIQUIDATED DAMAGES

               If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (ii) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii)
the Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement 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 immediately by a
successor Registration Statement or a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages 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 liquidated damages shall increase by an additional $.05 per
week per $1,000 in principal amount of Transfer Restricted

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Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of liquidated damages of $.50
per week per $1,000 in principal amount of Transfer Restricted Securities.
Following the cure of all Registration Defaults relating to any particular
Transfer Restricted Securities, liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

               All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such Note shall have been satisfied in full.

SECTION 6.   REGISTRATION PROCEDURES

     (a)       Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) below, shall use their best efforts to effect such
exchange to permit the sale of Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

                    (i)  If in the reasonable opinion of counsel to the Company
there is a question as to whether the Exchange Offer is permitted by applicable
law, the Company and the Guarantors hereby agree to seek a no-action letter or
other favorable decision from the Commission allowing the Company and the
Guarantors to Consummate an Exchange Offer for such Initial Notes. The Company
and the Guarantors each hereby agrees to pursue the issuance of such a decision
to the Commission staff level but shall not be required to take commercially
unreasonable action to obtain such favorable decision or to effect a change of
Commission policy. The Company and the Guarantors each hereby agrees, however,
to (A) participate in telephonic conferences with the Commission, (B) deliver to
the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such
an Exchange Offer should be permitted and (C) diligently pursue a favorable
resolution by the Commission staff of such submission.

                    (ii) As a condition to its participation in the Exchange
Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company, prior to
the Consummation thereof, a written representation to the Company (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 Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring
the Exchange Notes in its ordinary course of business. In addition, all such
Holders of Transfer Restricted Securities shall otherwise cooperate in the
Company's preparations for the Exchange Offer. Each Holder hereby acknowledges
and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of the securities to be acquired in the
Exchange Offer (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 (which
may include any no-action letter obtained pursuant to clause (i) above), and (2)
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should 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 if the resales are of Exchange
Notes obtained by such Holder in exchange for Initial Notes acquired by such
Holder directly from the Company.

     (b)       Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their best

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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, and pursuant thereto the Company will as
expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the
Securities 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.

     (c)       General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company and the Guarantors shall:

                    (i)     use their best efforts to keep such Registration
Statement continuously effective and provide all requisite financial statements
(including, if required by the Securities Act or any regulation thereunder,
financial statements of the Guarantors) 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 a material misstatement or omission or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Company shall file promptly an appropriate amendment to
such Registration Statement, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its
best efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;

                    (ii)    prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement as may be necessary
to keep the Registration Statement effective for the applicable period set forth
in Section 3 or 4 hereof, as applicable, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner;
and comply with the provisions of the Securities 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 the underwriter(s), if any, and selling
Holders promptly and, if requested by such Persons, to 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 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 Securities
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 or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company and
the Guarantors shall use their reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time;

                    (iv)    furnish without charge to each of the Initial
Purchasers, each selling Holder named in any Registration Statement, and each of
the underwriter(s), if any, before filing with the

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Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the
review of such Holders and underwriter(s) in connection with such sale, if any,
for a period of at least five business days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any
such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter(s), if any,
shall reasonably object in writing within five business days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period). The objection of an Initial Purchaser or
underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission;

                    (v)     promptly prior to the filing of any document that is
to be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document, to the extent practicable without violating the
Company's legal duties under U.S. securities laws, to the Initial Purchasers,
each selling Holder named in any Registration Statement, and to the
underwriter(s), if any, make the Company's representatives available and
representatives of the Guarantors for discussion of such document and other
customary due diligence matters, and include such information in such document
prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;

                    (vi)    make available at reasonable times for inspection by
the Initial Purchasers, any managing underwriter participating in any
disposition pursuant to such Registration Statement and any attorney or
accountant retained by such Initial Purchasers or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties 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, underwriter, attorney or accountant in connection with such
Registration Statement subsequent to the filing thereof and prior to its
effectiveness;

                    (vii)   if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation,
information relating to the "Plan of Distribution" of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price
being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; 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 incorporated in such
Prospectus supplement or post-effective amendment;

                    (viii)  cause the Transfer Restricted Securities covered by
the Registration Statement to be rated with the appropriate rating agencies, if
so requested by the Holders of a majority in aggregate principal amount of Notes
covered thereby or the underwriter(s), if any;

                    (ix)    furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules, all documents incorporated by
reference therein and all exhibits (including exhibits incorporated therein by
reference);

                    (x)     deliver to each selling Holder and each of the
underwriter(s), if any, 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 of the Prospectus and any amendment or supplement thereto by
each of the selling Holders and each

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of the underwriter(s), if any, in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;

                    (xi)    enter into, and cause the Guarantors to enter into,
such agreements (including an underwriting agreement), and make, and cause the
Guarantors to 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, all to such extent as may
be reasonably requested by any Initial Purchaser or by any Holder of at least
20% in aggregate principal amount of the Transfer Restricted Securities to be
sold under such Shelf Registration Statement or underwriter in connection with
any sale or resale pursuant to any Registration Statement contemplated by this
Agreement; and whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, the Company and
the Guarantors shall:

               (A)  furnish to each Initial Purchaser, each selling Holder and
     each underwriter, if any, in such substance and scope as they may request
     and as are customarily made by issuers to underwriters in primary
     underwritten offerings, upon the date of the Consummation of the Exchange
     Offer and, if applicable, the effectiveness of the Shelf Registration
     Statement:

                    (1)     a certificate, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, signed by (y) the
               President or any Vice President and (z) a principal financial or
               accounting officer of each of the Company and the Guarantors,
               confirming, as of the date thereof, the matters set forth in
               paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase
               Agreement and such other matters as such parties 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 the matters set forth in
               paragraph (c) of Section 5 of the Purchase Agreement and such
               other securities law matters as are customarily addressed in
               legal opinions in transactions pursuant to shelf registration
               statements, and in any event including a statement to the effect
               that such counsel has participated in conferences with officers
               and other representatives of the Company, representatives of the
               independent public accountants for the Company, the Initial
               Purchasers' representatives and the Initial Purchasers' counsel
               in connection with the preparation of such Registration Statement
               and the related Prospectus and have considered the matters
               required to be stated therein and the statements contained
               therein, although such counsel has not independently verified the
               accuracy, completeness or fairness of such statements; and that
               such counsel advises that, on the basis of the foregoing (relying
               as to materiality to a large extent upon facts provided to such
               counsel by officers and other representatives of the Company and
               without independent check or verification), no facts came to such
               counsel's attention that caused such counsel to believe that the
               applicable Registration Statement, at the time such Registration
               Statement or any post-effective amendment thereto became
               effective, and, in the case of the Exchange Offer Registration
               Statement, as of the date of Consummation, contained an untrue
               statement of a material fact or omitted to state a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading, or that the Prospectus contained in such
               Registration Statement as of its date and, in the case of the
               opinion dated the date of Consummation of the Exchange Offer, as
               of the date of Consummation, contained an untrue statement of a
               material fact or omitted to state a material fact necessary in
               order to make the statements therein, in light of the
               circumstances under which they were made, not misleading. Without
               limiting the foregoing, such counsel may state further that such
               counsel assumes no responsibility for, and has not independently
               verified, the accuracy, completeness or fairness of the financial
               statements, notes and schedules and other financial data included
               in any Registration Statement contemplated by this Agreement or
               the related Prospectus; and

                                        9

<PAGE>

                    (3)     a customary comfort letter, dated as of the date of
               Consummation of the Exchange Offer or 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 by underwriters in connection with primary underwritten
               offerings, and affirming the matters set forth in the comfort
               letters delivered pursuant to Section 5(a) of the Purchase
               Agreement, without exception;

               (B)  set forth in full or incorporate by reference in the
     underwriting agreement, if any, the indemnification provisions and
     procedures of Section 8 hereof with respect to all parties to be
     indemnified pursuant to said Section; and

               (C)  deliver such other documents and certificates as may be
     reasonably requested by such parties to evidence compliance with clause (A)
     above and with any customary conditions contained in the underwriting
     agreement or other agreement entered into by the Company or the Guarantors
     pursuant to this clause (xi), if any.

               If at any time the representations and warranties of the Company
and the Guarantors contemplated in clause (A)(1) above cease to be true and
correct, the Company or the Guarantors shall so advise the Initial Purchasers
and the underwriter(s), if any, and each selling Holder promptly and, if
requested by such Persons, shall confirm such advice in writing;

                    (xii)   prior to any public offering of Transfer Restricted
Securities, cooperate with, and cause the Guarantors to cooperate with, the
selling Holders, the underwriter(s), if any, and their respective 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 or underwriter(s) may request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that neither the Company nor the Guarantors shall be required
to register or qualify as a foreign corporation where it is not then 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 then so subject;

                    (xiii)  shall issue, upon the request of any Holder of
Initial Notes covered by the Shelf Registration Statement, Exchange Notes,
having an aggregate principal amount equal to the aggregate principal amount of
Initial Notes surrendered to the Company by such Holder in exchange therefor or
being sold by such Holder; such Exchange Notes to be registered in the name of
such Holder or in the name of the purchaser(s) of such Notes, as the case may
be; in return, the Initial Notes held by such Holder shall be surrendered to the
Company for cancellation;

                    (xiv)   cooperate with, and cause the Guarantors to
cooperate with, the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends; and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders or the underwriter(s),
if any, may request at least two business days prior to any sale of Transfer
Restricted Securities made by such underwriter(s);

                    (xv)    use their best efforts to cause 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 or the underwriter(s), if any,
to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in clause (xii) above;

                    (xvi)   if any fact or event contemplated by clause
(c)(iii)(D) above shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related

                                       10

<PAGE>

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 not misleading;

                    (xvii)  provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of the Registration Statement 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
Depositary Trust Company;

                    (xviii) cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence investigation by
any underwriter (including any "qualified independent underwriter") that is
required to be retained in accordance with the rules and regulations of the
NASD, and use their reasonable best efforts to cause such Registration Statement
to become effective and approved by such governmental agencies or authorities as
may be necessary to enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities;

                    (xix)   otherwise use their best efforts to comply with all
applicable rules and regulations of the Commission, and make generally available
to its security holders, as soon as practicable, a consolidated earnings
statement meeting the requirements of Rule 158 (which need not be audited) for
the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm or best
efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of the Registration Statement;

                    (xx)    cause the Indenture to be qualified under the Trust
Indenture Act not later than the effective date of the first Registration
Statement required by this Agreement, and, in connection therewith, cooperate,
and cause the Guarantors to cooperate with, the Trustee and the Holders of Notes
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 Trust Indenture Act; and to
execute, and cause the Guarantors to execute, and use their 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

                    (xxi)   provide promptly to each Holder upon request each
document filed with the Commission pursuant to the requirements of Section 13
and Section 15 of the Exchange Act.

               Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof, or until it is advised in writing (the "Advice") by the Company that the
use of the Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated by reference in the Prospectus. If
so directed by the Company, each Holder will 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 such notice. In the event
the Company shall give any such 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 the number of days during the period from
and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional

                                       11

<PAGE>

Interest, it being agreed that the Company's option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.

SECTION 7.   REGISTRATION EXPENSES

     (a)       All expenses incident to the Company's or the Guarantors'
performance of or compliance with this Agreement will be borne by the Company or
the Guarantors, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
NASD (and, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel that may be required by the rules and regulations
of the NASD)); (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 Exchange 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,
subject to Section 7(b) below, the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing the Exchange
Notes on a national securities exchange or automated quotation system pursuant
to the requirements thereof; 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 Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Latham & Watkins LLP or such other counsel reasonably acceptable to the Company
as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is
being prepared.

SECTION 8.   INDEMNIFICATION

     (a)       The Company agrees and the Guarantors, jointly and severally,
agree to indemnify and hold harmless (i) each Holder and (ii) each person, if
any, who controls (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) any Holder (any of the persons referred to in
this clause (ii) being hereinafter referred to as a "controlling person") and
(iii) the respective officers, directors, partners, employees, representatives
and agents of any Holder or any controlling person (any person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified
Holder"), to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing, settling, compromising, paying or defending
any claim or action, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, including the reasonable fees and
expenses of counsel to any Indemnified Holder), joint or several, directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or 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 expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance

                                       12

<PAGE>

upon and in conformity with information relating to any of the Holders furnished
in writing to the Company by any of the Holders expressly for use therein. This
indemnity agreement shall be in addition to any liability which the Company or
any of the Guarantors may otherwise have.

               In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Holders with respect to which indemnity may be sought against
the Company or the Guarantors, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company
and the Guarantors in writing (provided, that the failure to give such notice
shall not relieve the Company or the Guarantors of their respective obligations
pursuant to this Agreement except to the extent the Company or the Guarantor is
directly prejudiced as a proximate result of such failure). Such Indemnified
Holder shall have the right to employ its own counsel in any such action and the
fees and expenses of such counsel shall be paid, as incurred, by the Company and
the Guarantors (regardless of whether it is ultimately determined that an
Indemnified Holder is not entitled to indemnification hereunder). The Company
and the Guarantors shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time
for such Indemnified Holders, which firm shall be designated by the Holders. The
Company shall be liable for any settlement of any such action or proceeding
effected with the Company's prior written consent, which consent shall not be
withheld unreasonably, and the Company agrees to indemnify and hold harmless any
Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written
consent of the Company. The Company shall not, without the prior written consent
of each Indemnified Holder, settle or compromise or consent to the entry of
judgment in or otherwise seek to terminate any pending or threatened action,
claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a
party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.

     (b)       Each Holder of Transfer Restricted Securities agrees, severally
and not jointly, to indemnify and hold harmless the Company and the Guarantors
and their respective directors, officers of the Company who sign a Registration
Statement, and any person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company or any Guarantor,
and the respective officers, directors, partners, employees, representatives and
agents of each such person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder
furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the Company
or any Guarantor or their directors or officers or any such controlling person
in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the
Company and the Company and the Guarantors or their directors or officers or
such controlling person shall have the rights and duties given to each Holder by
the preceding paragraph. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Securities giving rise to such
indemnification obligation.

     (c)       If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable 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 expenses 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 the Initial Placement (which in the
case of the Company shall be deemed to be equal to the total net proceeds from
the Initial Placement as set forth on the cover page of the Offering
Memorandum), the amount of Liquidated Damages which did not become payable

                                       13

<PAGE>

as a result of the filing of the Registration Statement resulting in such
losses, claims, damages, liabilities, judgments actions or expenses, and such
Registration Statement, or if such allocation is not permitted by applicable
law, the relative fault of the Company and the Guarantors on the one hand, and
of the Indemnified Holder, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors on the one hand and of the Indemnified
Holder on the other 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 the Guarantors or by the Indemnified Holder 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 expenses
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 of Transfer
Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) 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 expenses 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 such action or claim.
Notwithstanding the provisions of this Section 8, none of the Holders (and its
related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such
Holder with respect to the Initial Notes exceeds 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
Securities 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(c) are several in proportion to the
respective principal amount of Initial Notes held by each of the Holders
hereunder and not joint.

SECTION 9.   RULE 144A

               The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

               No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted 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 reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.

SECTION 11.  SELECTION OF UNDERWRITERS

               The Holders of Transfer Restricted Securities covered by the
Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the

                                       14

<PAGE>

Transfer Restricted Securities included in such offering; provided, that such
investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 12.  MISCELLANEOUS

     (a)       Remedies. The Company and the Guarantors each hereby agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

     (b)       No Inconsistent Agreements. The Company will not, and will cause
the Guarantors not to, 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. Neither the Company nor the Guarantors is currently bound by
any effective agreement granting any registration rights with respect to its
securities to any Person. 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 securities under any agreement in effect on the date
hereof.

     (c)       Adjustments Affecting the Notes. The Company will not take any
action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer.

     (d)       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 the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

     (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:

                                   Central Garden & Pet Company
                                   3697 Mt. Diablo Blvd., Suite 310
                                   Lafayette, CA  94549
                                   Telecopier No.: (925) 283-4984
                                   Attention: Chief Executive Officer

                                       15

<PAGE>

               With a copy to:

                                   Orrick, Herrington & Sutcliffe LLP
                                   Old Federal Reserve Bank Building
                                   400 Sansome Street
                                   San Francisco, CA  94111
                                   Telecopier No.: (415) 773-5759
                                   Attention: John F. Seegal

               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 answered back, if telexed; 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 of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

     (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 SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j)       Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k)       Entire Agreement. This Agreement together with the Purchase
Agreement, the DTC Agreement, the Notes, the Guarantees and the Indenture (each
as defined in the Purchase 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 by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                            [Signature Page Follows]

                                       16

<PAGE>

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

                                CENTRAL GARDEN & PET COMPANY


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman and Chief Executive Officer

                                FOUR PAWS PRODUCTS LTD.


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman

                                KAYTEE PRODUCTS, INCORPORATED


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman

                                PENNINGTON SEED, INC.


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman

                                ALL-GLASS AQUARIUM CO., INC.


                                By: /s/ GLENN W. NOVOTNY
                                   --------------------------------------------
                                   Name:   Glenn W. Novotny
                                   Title:  Chief Executive Officer

                                      S-1

Signature Page to Registration Rights Agreement

<PAGE>

                                T.F.H. PUBLICATIONS, INC.


                                By: /s/ GLEN S. AXELROD
                                   ---------------------------------------------
                                   Name:   Glen S. Axelrod
                                   Title:  President and Chief Executive Officer

                                WELLMARK INTERNATIONAL


                                By: /s/ WILLIAM E. BROWN
                                   ---------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman and Chief Executive Officer

                                NORCAL POTTERY PRODUCTS, INC.


                                By: /s/ WILLIAM E. BROWN
                                   ---------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman

                                PENNINGTON SEED, INC., OF NEBRASKA


                                By:  /s/ BROOKS M. PENNINGTON III
                                   ---------------------------------------------
                                   Name:   Brooks M. Pennington III
                                   Title:  President

                                GRO TEC, INC.


                                By: /s/ BROOKS M. PENNINGTON III
                                   --------------------------------------------
                                   Name:   Brooks M. Pennington III
                                   Title:  President

                                GRANT LABORATORIES, INC.


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman and Chief Executive Officer

                                       S-2

Signature Page to Registration Rights Agreement

<PAGE>

                                MATTHEWS REDWOOD & NURSERY SUPPLY, INC.


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman and Chief Executive Officer

                                PHAETON CORPORATION


                                By: /s/ BROOKS M. PENNINGTON III
                                   --------------------------------------------
                                   Name:   Brooks M. Pennington III
                                   Title:  Chief Executive Officer and President

                                SEEDS WEST, INC.


                                By: /s/ WILLIAM E. BROWN
                                   --------------------------------------------
                                   Name:   William E. Brown
                                   Title:  Chairman

                                OCEANIC SYSTEMS, INC.


                                By: /s/ GLENN W. NOVOTNY
                                   --------------------------------------------
                                   Name:   Glenn W. Novotny
                                   Title:  Chief Executive Officer

                                       S-3

Signature Page to Registration Rights Agreement

<PAGE>

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

BANC OF AMERICA SECURITIES LLC
CIBC WORLD MARKETS CORP.
SUNTRUST CAPITAL MARKETS, INC.
JEFFERIES & COMPANY, INC.

By:  BANC OF AMERICA SECURITIES LLC


By: /s/ BRUCE R. THOMPSON
   --------------------------------------------
   Name: Bruce R. Thompson
   Title: Managing Director

                                       S-4

Signature Page to Registration Rights Agreement

<PAGE>

                                   SCHEDULE I

                                   GUARANTORS

Four Paws Products Ltd.
Kaytee Products, Incorporated
Pennington Seed, Inc.
All-Glass Aquarium Co., Inc.
T.F.H. Publications, Inc.
Wellmark International
Norcal Pottery Products, Inc.
Pennington Seed, Inc. of Nebraska
Gro Tec, Inc.
Grant Laboratories, Inc.
Matthews Redwood & Nursery Supply, Inc.
Phaeton Corporation
Seeds West, Inc.
Oceanic Systems, Inc.

                                   SCHEDULE I