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                                                                    Exhibit 10.1


                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of March 30, 2004 between Avatar Holdings Inc., a
corporation organized under the laws of Delaware (the "Company"), and Citigroup
Global Markets Inc., as the Initial Purchaser, pursuant to the Purchase
Agreement, dated March 24, 2004 (the "Purchase Agreement"), between the Company
and the Initial Purchaser. In order to induce the Initial Purchaser to enter
into the Purchase Agreement, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.

                  The Company agrees with the Initial Purchaser, (i) for their
benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners
(including the Initial Purchaser) from time to time of the Notes (as defined
herein), and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issuable upon conversion of the Notes (each of the
foregoing a "Holder" and together the "Holders"), as follows:

SECTION 1. DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. In addition
to the terms that are defined elsewhere in this Agreement, the following terms
shall have the following meanings:

                  "ADDITIONAL AMOUNT" has the meaning specified in Section 2(e)
hereof.

                  "ADDITIONAL AMOUNT ACCRUAL PERIOD" has the meaning specified
in Section 2(e) hereof.

                  "ADDITIONAL AMOUNT PAYMENT DATE" means each April 1 and
October 1.

                  "ADDITIONAL NOTES" means up to an additional $20,000,000
aggregate principal amount of 4.50% Convertible Senior Notes due 2024 of the
Company to be purchased pursuant to the Purchase Agreement.

                  "AFFILIATE", with respect to any specified person, has the
meaning specified in Rule 144.

                  "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

                  "COMMON STOCK" means any of the common stock, $1.00 par value,
of the Company and any other common stock as may constitute "Common Stock" for
purposes of the Indenture, including the Underlying Common Stock.

                  "COMPANY" has the meaning specified in the first paragraph of
this Agreement.



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                  "CONVERSION PRICE" means, with respect to each $1,000
principal amount of Notes, as of any date of determination, the principal amount
divided by the Conversion Rate in effect as of such date of determination or, if
no Notes are then outstanding, the Conversion Rate that would be in effect were
Notes then outstanding.

                  "CONVERSION RATE" has the meaning assigned to such term in the
Indenture.

                   "DEFERRAL NOTICE" has the meaning specified in Section 3(i)
hereof.

                  "DEFERRAL PERIOD" has the meaning specified in Section 3(i)
hereof.

                  "EFFECTIVENESS DEADLINE DATE" has the meaning specified in
Section 2(a) hereof.

                  "EFFECTIVENESS PERIOD" means the period of two years from the
Issue Date or such shorter period ending on the date that all Registrable
Securities have ceased to be Registrable Securities.

                  "EVENT" has the meaning specified in Section 2(e) hereof.

                  "EVENT DATE" has the meaning specified in Section 2(e) hereof.

                  "EVENT TERMINATION DATE" has the meaning specified in Section
2(e) hereof.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "FILING DEADLINE DATE" has the meaning specified in Section
2(a) hereof.

                  "FIRM NOTES" means an aggregate of $100,000,000 principal
amount of the 4.50% Convertible Senior Notes due 2024 of the Company to be
purchased pursuant to the Purchase Agreement.

                  "HOLDER" has the meaning specified in the second paragraph of
this Agreement.

                  "INDENTURE" means the Indenture dated as of the date hereof,
as amended from time to time, between the Company and JPMorgan Chase Bank, as
trustee, pursuant to which the Notes are being issued.

                  "INITIAL PURCHASER" means Citigroup Global Markets Inc.

                  "INITIAL SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(a) hereof.

                  "ISSUE DATE" means March 30, 2004.

                  "MATERIAL EVENT" has the meaning specified in Section 3(i)
hereof.




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                  "NOTES" means the Firm Notes and the Additional Notes.

                  "NOTICE AND QUESTIONNAIRE" means a written notice delivered to
the Company containing substantially the information called for by the Notice of
Registration Statement and Selling Securityholder Questionnaire attached as
Annex A to the Offering Memorandum dated March 24, 2004 of the Company relating
to the Notes.

                  "NOTICE HOLDER" means on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                  "PROSPECTUS" means 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 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                  "PURCHASE AGREEMENT" has the meaning specified in the first
paragraph of this Agreement.

                  "RECORD HOLDER" means, with respect to any Additional Amount
Payment Date relating to any Note or Underlying Common Stock as to which any
Additional Amount has accrued, the registered holder of such Note or such shares
of Underlying Common Stock, as the case may be, on the March 15 or September 15
immediately prior to the next succeeding Additional Amount Payment Date.

                  "REGISTRABLE SECURITIES" means the Notes and the Underlying
Common Stock until such securities have been converted or exchanged and, at all
times subsequent to any such conversion or exchange, any securities into or for
which such securities have been converted or exchanged, and any security issued
with respect thereto upon any stock dividend, split, merger or similar event
until, in the case of any such security, the earlier of (i) the sale pursuant to
Rule 144 under the Securities Act or a shelf registration statement of all the
securities registered thereunder and (ii) the expiration of the holding period
applicable thereto under Rule 144(k) were it not held by an Affiliate of the
Company.

                  "REGISTRATION STATEMENT" means any registration statement of
the Company that covers any of the Registrable 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 materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                  "RULE 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.



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                  "RULE 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.

                  "SEC" means the United States Securities and Exchange
Commission and any successor agency.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "SHELF REGISTRATION STATEMENT" has the meaning specified in
Section 2(a) hereof.

                  "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning
specified in Section 2(b) hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "TRUSTEE" means JPMorgan Chase Bank (or any successor entity),
the Trustee under the Indenture.

                  "UNDERLYING COMMON STOCK" means the Common Stock into which
the Notes are convertible or issued upon any such conversion.

                  SECTION 2. SHELF REGISTRATION.

                  (a) The Company shall prepare and file or cause to be prepared
and filed with the SEC no later than a date which is ninety (90) days after the
Issue Date (the "Filing Deadline Date") a Registration Statement for an offering
to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a "Shelf Registration Statement") registering the resale from
time to time by Holders of all of the Registrable Securities (the "Initial Shelf
Registration Statement"). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in accordance with the methods of
distribution reasonably elected by the Holders and set forth in the Initial
Shelf Registration Statement; PROVIDED, that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company. The Company shall use its
reasonable best efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act no later than the date (the
"Effectiveness Deadline Date") that is one hundred and eighty (180) days after
the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the Initial
Shelf Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. Each Holder that became a Notice Holder on or prior to the
date ten (10) Business Days prior to the time that the Initial Shelf
Registration Statement became effective shall be named as a selling security
holder in the Initial Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of Registrable Securities in accordance with applicable law (other than laws not
generally applicable to all such Holders).



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Notwithstanding the foregoing, no Holder shall be entitled to have the
Registrable Securities held by it covered by such Shelf Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4.

                  (b) If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period, the Company shall use its reasonable
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within forty-five (45) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected by the Company to obtain the withdrawal of the order
suspending the effectiveness thereof, or, subject to a Deferral Notice having
been given, file an additional Shelf Registration Statement covering all of the
securities that as of the date of such filing are Registrable Securities (a
"Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration
Statement is filed, the Company shall use reasonable best efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as is
reasonably practicable after such filing or, if filed during a Deferral Period,
after the expiration of such Deferral Period, and to keep such Registration
Statement (or Subsequent Shelf Registration Statement), subject to Section
3(i)(A) hereof, continuously effective until the end of the Effectiveness
Period.

                  (c) The Company shall supplement and amend the Initial or any
Subsequent Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, if required by the Securities Act or, to the
extent to which the Company does not reasonably object, as reasonably requested
by the Initial Purchaser or by the Trustee on behalf of the registered Holders
with respect to information relating to such Holders.

                  (d) Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d), Section 3(i) and Section 4. Each Holder of Registrable Securities
wishing to sell Registrable Securities pursuant to the Initial or any Subsequent
Shelf Registration Statement and related Prospectus agrees to deliver a Notice
and Questionnaire to the Company at least five (5) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as is reasonably practicable
after the date a fully completed and legible Notice and Questionnaire is
received by the Company, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other document required by the SEC so that the Holder delivering such
Notice and Questionnaire is named as a selling security holder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law (other than laws not generally
applicable to all Holders of Registrable Securities wishing to sell Registrable
Securities pursuant to the Shelf Registration Statement and related Prospectus)
and, if the Company



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shall file a post-effective amendment to the Shelf Registration Statement, use
reasonable efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is reasonably practicable;
(ii) provide such Holder copies of any documents filed pursuant to Section
2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable
after the effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 2(d)(i); PROVIDED, that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform
the Holder delivering such Notice and Questionnaire and shall take the actions
set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral
Period in accordance with Section 3(i), PROVIDED, FURTHER, that if under
applicable law the Company has more than one option as to the type or manner of
making any such filing, they will make the required filing or filings in the
manner or of a type that is reasonably expected to result in the earliest
availability of the Prospectus for effecting resales of Registrable Securities.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration Statement or related Prospectus; PROVIDED,
HOWEVER, that any Holder that becomes a Notice Holder pursuant to the provisions
of this Section 2(d) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was initially declared effective)
shall be named as a selling security holder in the Registration Statement or
related Prospectus subject to and in accordance with the requirements of this
Section 2(d).

                  (e) The parties hereto 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 (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iii) is
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) hereof in the case
of clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), and termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(i) to be exceeded in the case of the commencement of an Event
of the type described in clause (iii).

                  Accordingly, commencing on (and including) any Event Date and
ending on (but excluding) the next date after an Event Termination Date (an
"Additional Amount Accrual Period"), the Company agrees to pay an additional
amount (the "Additional Amount"), payable on the Additional Amount Payment Dates
to Record Holders of then-outstanding Notes that are Registrable Securities or
of then-outstanding shares of Underlying Common Stock issued upon conversion of
Notes that are Registrable Securities, as the case



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may be, accruing, for each portion of such Additional Amount Accrual Period
beginning on and including an Additional Amount Payment Date (or, in respect of
the first time that the Additional Amount is to be paid to Holders on an
Additional Amount Payment Date as a result of the occurrence of any particular
Event, from the Event Date) and ending on but excluding the first to occur of
(A) the date of the end of the Additional Amount Accrual Period or (B) the next
Additional Amount Payment Date, at a rate per annum equal to one-quarter of one
percent (0.25%) for the first ninety (90)-day period from the Event Date, and
thereafter at a rate per annum equal to one-half of one percent (0.50%) of the
aggregate principal amount of such Notes that are Registrable Securities and the
aggregate Conversion Price of issued shares of Underlying Common Stock that are
Registrable Securities, as the case may be, in each case determined as of the
Business Day immediately preceding the next Additional Amount Payment Date;
PROVIDED, that any Additional Amount accrued with respect to any Note or portion
thereof called for redemption on a redemption date or converted into Underlying
Common Stock on a conversion date prior to the Additional Amount Payment Date
shall, in any such event, be paid instead to the Holder who submitted such Note
or portion thereof for redemption or conversion on the applicable redemption
date or conversion date, as the case may be, on such date (or promptly following
the conversion date, in the case of conversion). Notwithstanding the foregoing,
no Additional Amounts shall accrue as to any Registrable Security from and after
the earlier of (x) the date such security is no longer a Registrable Security
and (y) expiration of the Effectiveness Period. The rate of accrual of the
Additional Amount with respect to any period shall not exceed the rate provided
for in this paragraph notwithstanding the occurrence of multiple concurrent
Events. Following the cure of all Events requiring the payment by the Company of
Additional Amounts to the Holders of Registrable Securities pursuant to this
Section, the accrual of Additional Amounts will cease (without in any way
limiting the effect of any subsequent Event requiring the payment of Additional
Amounts by the Company).

                  The Trustee, subject to the applicable provisions of the
Indenture, shall be entitled to seek on behalf of Holders of Notes any available
remedy for the enforcement of this Agreement, including for the payment of any
Additional Amount. Notwithstanding the foregoing, the parties agree that the
sole monetary damages payable for a violation of the terms of this Agreement
with respect to which additional amounts are expressly provided shall be such
Additional Amount. Nothing shall preclude a Notice Holder or Holder of
Registrable Securities from pursuing or obtaining specific performance or other
equitable relief with respect to this Agreement.

                  All of the Company's obligations set forth in this Section
2(e) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

                  The parties hereto agree that the Additional Amounts provided
for in this Section 2(e) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement to be filed or declared effective or available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.



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                  SECTION 3. REGISTRATION PROCEDURES. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

                  (a) Before filing any Registration Statement or Prospectus or
any amendments or supplements (other than supplements that do nothing more
substantive than name one or more Notice Holders as selling security holders)
thereto with the SEC, furnish to the Initial Purchaser copies of all such
documents proposed to be filed and use reasonable efforts to reflect in each
such document when so filed with the SEC such comments as the Initial Purchaser
reasonably shall propose within three (3) Business Days of the delivery of such
copies to the Initial Purchaser.

                  (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use reasonable best efforts to comply with the provisions of
the Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.

                  (c) As promptly as reasonably practicable give notice to the
Notice Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order or injunction suspending or enjoining the use of any
Prospectus or the effectiveness of any Registration Statement or the initiation
or threatening of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the Company promptly
files a Prospectus supplement to update the Prospectus or the Company files a
Current Report on Form 8-K or other appropriate Exchange Act report that is
incorporated by reference into the Registration Statement, which, in either
case, contains the requisite information with respect to such Material Event
that results in such Registration Statement no longer containing any untrue
statement of material fact or omitting to state a material fact necessary to
make the statements contained therein not misleading) and (vi) of the
determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the




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Company (or as required pursuant to Section 3(i)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.

                  (d) Use reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment or,
if any such order or suspension is made effective during any Deferral Period, at
the earliest possible moment after the expiration of such Deferral Period.

                  (e) If reasonably requested by the Initial Purchaser or any
Notice Holder, as promptly as reasonably practicable incorporate in a prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchaser or such Notice Holder shall, on the basis
of an opinion of nationally recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such prospectus supplement or such post-effective amendment
as required by applicable law; PROVIDED, that the Company shall not be required
to take any actions under this Section 3(e) that are not, in the reasonable
opinion of counsel for the Company, in compliance with applicable law.

                  (f) As promptly as reasonably practicable after the filing of
such documents with the SEC, furnish to each Notice Holder and the Initial
Purchaser, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including
financial statements, but excluding schedules, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits (unless
requested in writing to the Company by such Notice Holder or the Initial
Purchaser, as the case may be).

                  (g) During the Effectiveness Period (except during such
periods that a Deferral Notice is outstanding and has not been revoked), deliver
to each Notice Holder in connection with any sale of Registrable Securities
pursuant to a Registration Statement, without charge, as many copies of the
Prospectus or Prospectuses relating to such Registrable Securities and any
amendment or supplement thereto as such Notice Holder may reasonably request;
and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus or
each amendment or supplement thereto by each Notice Holder in connection with
any offering and sale of the Registrable Securities covered by such Prospectus
or any amendment or supplement thereto in the manner set forth therein.

                  (h) Subject to Section 3(i), prior to any public offering of
the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable best efforts to register or qualify or cooperate with the Notice
Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing (which request
may be included in the Notice and Questionnaire), it being agreed that no such
registration or qualification will be made unless so requested; prior to any
public offering of the Registrable



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Securities pursuant to the Shelf Registration Statement, use reasonable best
efforts to keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period in connection with such Notice
Holder's offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and do any and all other acts or
things necessary to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Registration
Statement and the related Prospectus; PROVIDED, that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it is not otherwise qualified or (ii) take any action
that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject.

                  (i) Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "Material Event") as a result of which any
Registration Statement shall 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 not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or existence of
any development, event, fact, situation or circumstance relating to the Company
that, in the sole discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus, (i)
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does 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 not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use reasonable efforts to cause it to be declared
effective as promptly as is reasonably practicable, and (ii) give notice to the
Notice Holders that the availability of the Shelf Registration Statement is
suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each
Notice Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. The Company will use
reasonable efforts to ensure that the use of the Prospectus may be resumed (x)
in the case of clause (A) above, as promptly as is practicable, (y) in the case
of clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the
interests of the



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<PAGE>

Company or, if necessary to avoid unreasonable burden or expense, as soon as
reasonably practicable thereafter and (z) in the case of clause (C) above, as
soon as, in the discretion of the Company, such suspension is no longer
appropriate. So long as the period during which the availability of the
Registration Statement and any Prospectus is suspended (the "Deferral Period")
does not exceed thirty (30) days during any three (3) month period or ninety
(90) days during any twelve (12) month period, the Company shall not incur any
obligation to pay Additional Amounts pursuant to Section 2(e).

                  (j) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during reasonable business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate
executive officers, directors and designated employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealer, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; PROVIDED, HOWEVER, that such persons shall first agree
in writing with the Company that any information that is reasonably designated
by the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless (i)
disclosure of such information is required by court or administrative order or
is necessary to respond to inquiries of regulatory authorities; (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the filing of any
Registration Statement or the use of any Prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement or otherwise obligated to keep such information confidential; and
PROVIDED, FURTHER, that the foregoing inspection and information gathering
shall, be coordinated on behalf of all the Notice Holders and the other parties
entitled thereto by the counsel referred to in Section 5.

                  (k) Comply with all applicable rules and regulations of the
SEC and make generally available to its security holders earning statements
(which need not be audited) 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 forty-five (45) days after the end of any
twelve (12)-month period (or ninety (90) days after the end of any twelve
(12)-month period if such period is a fiscal year) commencing on the first day
of the first fiscal quarter of the Company commencing after the effective date
of a Registration Statement, which statements shall cover said twelve (12)-month
periods.

                  (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such denominations as are



                                       11
<PAGE>

permitted by the Indenture and registered in such names as such Notice Holder
may request in writing at least two (2) Business Days prior to any sale of such
Registrable Securities.

                  (m) Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the Notes and the transfer
agent for the Common Stock with certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

                  (n) Make a reasonable effort to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc.

                  (o) Upon (i) the filing of the Initial Shelf Registration
Statement and (ii) the effectiveness of the Initial Shelf Registration
Statement, announce the same, in each case by release to PR Newswire, Reuters
Economic Services, Bloomberg Business News or any other means of dissemination
reasonably expected to make such information known publicly.

                  (p) Use its best efforts to take all actions necessary, or
reasonably requested by the holders of a majority of the Registrable Securities
being sold, in order to expedite or facilitate disposition of such Registrable
Securities; PROVIDED, that the Company shall not be required to take any action
in connection with an underwritten offering without its consent.

                  (q) Cause the Indenture to be qualified under the TIA not
later than the effective date of any Registration Statement; and in connection
therewith, cooperate with the Trustee to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the
terms of the TIA and execute, and use reasonable efforts to cause the 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 the Indenture to
be so qualified in a timely manner.

                  SECTION 4. HOLDER'S OBLIGATIONS. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
in writing all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading, any other information regarding such Notice Holder and the
distribution of such Registrable Securities as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC comments
and any information otherwise required by the Company to comply with applicable
law or regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten (10) Business Days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.



                                       12
<PAGE>

                  SECTION 5. REGISTRATION EXPENSES. The Company shall bear all
fees and expenses incurred in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement whether or not any of
the Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent such
filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, and
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock. In addition, the Company
shall bear or reimburse the Notice Holders for the fees and disbursements of one
firm of legal counsel for the Holders, which shall, upon the written consent of
the Initial Purchaser (which shall not be unreasonably withheld), be a
nationally recognized law firm experienced in securities law matters designated
by the Company. In addition, the Company shall pay its internal expenses
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), and its expenses for any
annual audit, the fees and expenses incurred in connection with the listing of
the Registrable Securities on any securities exchange on which the same
securities of the Company are then listed and the fees and expenses of any
person, including special experts, retained by the Company.

                  SECTION 6. INDEMNIFICATION; CONTRIBUTION.

                  (a) The Company agrees to indemnify and hold harmless the
Initial Purchaser and each Holder of Registrable Securities and each person, if
any, who controls the Initial Purchaser or any Holder of Registrable Securities
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), or the omission or
         alleged omission therefrom of a material fact required to be stated
         therein or necessary in order to make the statements therein, in light
         of the circumstances under which they were made, not misleading or
         arising out of any untrue statement or alleged untrue statement of a
         material fact included in any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto), or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;



                                       13
<PAGE>

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the prior written consent of the Company; and

                  (iii) subject to Section 6(c) below, against any and all
         expense whatsoever, as incurred (including the fees and disbursements
         of counsel), reasonably incurred in investigating, preparing or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchaser, such Holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchaser or any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); PROVIDED, FURTHER, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense (1) arising from an offer or sale
of Registrable Securities occurring during a Deferral Period, if a Deferral
Notice was given to such Notice Holder or (2) if the Holder fails to deliver at
or prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission of a material fact and the delivery thereof was required by law.

                  (b) In connection with any Shelf Registration Statement in
which a Holder, including, without limitation, the Initial Purchaser, of
Registrable Securities is participating, in furnishing information relating to
such Holder of Registrable Securities to the Company in writing expressly for
use in such Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto, the Holders of such Registrable
Securities agree, severally and not jointly, to indemnify and hold harmless the
Initial Purchaser and each person, if any, who controls the Initial Purchaser
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act and the Company and each person, if any, who controls the
Company within the meaning of either such Section, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such Holder of



                                       14
<PAGE>

Registrable Securities (which also acknowledges the indemnity provisions herein)
or any person, if any, who controls any such Holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

                  The Initial Purchaser agrees to indemnify and hold harmless
the Company, the Holders of Registrable Securities, and each person, if any, who
controls the Company or any Holder of Registrable Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section 6, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Initial Purchaser expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of these indemnity provisions. The
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain a separate firm as its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (A) the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for the
Initial Purchaser, Holders of Registrable Securities, and all persons, if any,
who control the Initial Purchaser or Holders of Registrable Securities within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act or (B) the reasonable fees and expenses of more than one firm (in
addition to any local counsel) for the Company, its directors, and each person,
if any, who controls the Company within the meaning of either such Section, and
that all such reasonable fees and expenses shall be reimbursed as they are
incurred. In the event a separate firm is retained for the Initial Purchaser,
Holders of Registrable Securities, and control persons of the Initial Purchaser
and Holders of Registrable Securities, such firm shall be designated in writing
by the Initial Purchaser. In the event a



                                       15
<PAGE>

separate firm is retained for the Company, and such directors, officers and
control persons of the Company, such firm shall be designated in writing by the
Company. No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than sixty (60) days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least forty-five (45) days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement; PROVIDED,
that an indemnifying party shall not be liable for any such settlement effected
without its consent if such indemnifying party (1) reimburses such indemnified
party in accordance with such request to the extent it considers such request to
be reasonable and (2) provides written notice to the indemnified party
describing any unpaid balance it believes is unreasonable and the reasons
therefor, in each case prior to the date of such settlement.

                  (e) If the indemnification to which an indemnified party is
entitled under this Section 6 is for any reason unavailable to or insufficient
although applicable in accordance with its terms to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

                  The relative fault of the Company on the one hand and the
holders of the Registrable Securities or the Initial Purchaser on the other hand
shall be determined by reference to, among other things, whether any such untrue
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the holder of the Registrable Securities or the Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.



                                       16
<PAGE>

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 6, neither the
Holder of any Registrable Securities nor the Initial Purchaser shall be required
to indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by the Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such Holder of Registrable Securities or the Initial Purchaser 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.

                  For purposes of this Section 6(e), each person, if any, who
controls the Initial Purchaser or any Holder of Registrable Securities within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Initial Purchaser or such
Holder, and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company.

                  SECTION 7. INFORMATION REQUIREMENTS. The Company covenants
that, if at any time before the end of the Effectiveness Period the Company is
not subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such 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 within the limitations of Rule 144 and Rule 144A under
the Securities Act and customarily taken in connection with sales pursuant to
such exemptions. Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such filing requirements, unless such a statement
has been included in the Company's most recent annual or quarterly report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities under any
section of the Exchange Act.



                                       17
<PAGE>

                  SECTION 8. MISCELLANEOUS

                  (a) NO CONFLICTING AGREEMENTS. The Company is not, as of the
date hereof, a party to, nor shall it, on or after the date of this Agreement,
enter into, any agreement with respect to the Company's securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the holders of the Company's securities under any other
agreements.

                  (b) 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 a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible or exchangeable
as of the date on which such consent is requested). 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 of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; PROVIDED, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

                  (c) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier, or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:

                  if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the Registrar (as
defined in the Indenture);

                  if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto;


                                       18
<PAGE>

                  if to the Company, to:

                       Avatar Holdings Inc.
                       201 Alhambra Circle
                       Coral Gables, FL 33134
                       Attention: Chief Financial Officer
                       Facsimile No. (305) 441-7876

                  with a copy to:

                       Weil, Gotshal & Manges LLP
                       767 Fifth Avenue
                       New York, NY 10153
                       Attention:  Robert Todd Lang, Esq. & Todd Chandler, Esq.
                       Facsimile No. (212) 310-8007

                  and

                  if to the Initial Purchaser, to:

                       Citigroup Global Markets Inc.
                       390 Greenwich Street
                       New York, New York  10013
                       Attention:  General Counsel
                       Facsimile No.  (212) 816-7912

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

                  (d) APPROVAL OF HOLDERS. 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 (other
than the Initial Purchaser or subsequent Holders of Registrable Securities if
such subsequent Holders are 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.

                  (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
hereto and, without requiring any express assignment, shall inure to the benefit
of and be binding upon each Holder of any Registrable Securities; PROVIDED, that
nothing herein shall be deemed to permit any assignment, transfer of other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be subject to all of the terms of this Agreement and by taking
and holding such Registrable Securities, such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement.

                  (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



                                       19
<PAGE>

executed shall be deemed to be 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.

                  (i) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, 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 thereby, and the parties hereto
shall use their reasonable 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 being intended that all of the
rights and privileges of the parties hereto shall be enforceable to the fullest
extent permitted by law.

                  (j) ENTIRE AGREEMENT. This Agreement is intended by the
parties hereto 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 and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, 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 Registrable Securities. This Agreement supersedes
all prior agreements and undertakings among the parties hereto with respect to
such registration rights.

                  (k) TERMINATION. This Agreement and the obligations of the
parties hereunder shall terminate upon the expiration of the Effectiveness
Period, except for (i) any liabilities or obligations under Section 4, 5 or 6
hereof and the obligations to make payments of and provide for Additional
Amounts under Section 2(e) hereof to the extent such damages accrue prior to the
end of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.





                                       20
<PAGE>
                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                       Very truly yours,

                                       AVATAR HOLDINGS INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:





Agreed and accepted as of the date
first above written:



CITIGROUP GLOBAL MARKETS INC.

By:
    ------------------------------
    Name:
    Title:






                                       21