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                                                                  Execution Copy

                                                                     EXHIBIT 4.2

                            ECHOSTAR DBS CORPORATION

                                 $1,000,000,000
                          6 5/8% SENIOR NOTES DUE 2014

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of October 1, 2004, by and among EchoStar DBS Corporation, a Colorado
corporation (the "COMPANY"), the Guarantors named in the Purchase Agreement (as
defined below) (the "GUARANTORS"), and Credit Suisse First Boston LLC and Banc
of America Securities LLC (each, a "PURCHASER" and, collectively, the
"PURCHASERS"), who have agreed to purchase $1,000,000,000 aggregate principal
amount of 6 5/8% Senior Notes due 2014 of the Company (the "NOTES") upon the
terms and conditions set forth in the Purchase Agreement.

      This Agreement is made pursuant to the Purchase Agreement, dated as of
September 20, 2004 (the "PURCHASE AGREEMENT"), among the Company, the Guarantors
and the Purchasers. As an inducement to the Purchasers to purchase the 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 Purchasers under the Purchase Agreement. Capitalized terms
used herein without definition shall have the meanings assigned to them in the
Indenture, of even date herewith, among the Company, the Guarantors and U.S.
Bank National Association, as Trustee, relating to the Notes (the "INDENTURE").

      The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

      AFFILIATE: As defined in Rule 144(a)(1) under the Securities Act.

      BROKER-DEALER: Any broker or dealer registered as such under the Exchange
Act.

      BUSINESS DAY: Any day other than a Saturday, Sunday or other day on which
commercial banks in the State of New York or the State of Colorado are
authorized or required by law or executive order to close.

      CLOSING DATE: The date hereof.

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      COMMISSION: The Securities and Exchange Commission, or any other federal
agency at any time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.

      CONSUMMATE: The 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
Exchange Offer continuously effective and the keeping of the Exchange Offer open
for a period not less than the period required pursuant to Section 3(b) hereof,
and (iii) the delivery by the Company to the Registrar under the Indenture,
Exchange Notes in the same aggregate principal amount as the aggregate principal
amount of the Notes that were tendered by Holders thereof pursuant to the
Exchange Offer.

      CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

      EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.

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

      EXCHANGE NOTES: The Company's 6 5/8% Senior Notes due 2014, guaranteed by
the Guarantors to the same extent as the Notes, to be issued pursuant to the
Indenture: (i) in the Exchange Offers or (ii) as contemplated by Section 6
hereof.

      EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered, pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

      EXCHANGE OFFER REGISTRATION STATEMENT: A Registration Statement relating
to the Exchange Offer, including the related Prospectus.

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

      HOLDERS: As defined in Section 2 hereof.

      NASD: National Association of Securities Dealers, Inc.

      PROSPECTUS: The prospectus included in a Registration Statement at the
same time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

      RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

      REGISTRATION DEFAULT: As defined in Section 5 hereof.

      REGISTRATION STATEMENT: Any registration statement of the Company relating
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the
registration for resale of

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Transfer Restricted Securities pursuant to the Shelf Registration Statement, in
each case, that is filed pursuant to the provisions of this Agreement, including
the Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and material incorporated
by reference therein.

      REGULATION S: Regulation S promulgated under the Securities Act.

      RULE 144: Rule 144 promulgated under the Securities Act.

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

      SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

      SUSPENSION NOTICE: As defined in Section 6(d) hereof.

      TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.

      TRANSFER RESTRICTED SECURITIES: Each Note, until the earliest to occur of
(a) the date on which such Note is exchanged in an Exchange Offer for an
Exchange Note which is 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 disposed of in accordance with a
Shelf Registration Statement, (c) the date on which such Note may be distributed
to the public pursuant to Rule 144(k) under the Securities Act or (d) each
Exchange Note until the date on which such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

      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. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

      (a) Unless an Exchange Offer with respect to the Notes shall not be
permitted by applicable law or Commission policy (after the procedures set forth
in Section 6(a) below have been complied with), the Company shall: (i) cause an
Exchange Offer Registration Statement to be filed with the Commission as soon as
reasonably practicable after the Closing Date, but in no event later than 180
days after the Closing Date (such 180th day being the "FILING DEADLINE"), (ii)
use its reasonable best efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 270 days after the Closing Date (such 270th day being the
"EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-

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effective amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the Securities Act, and (C) cause all necessary filings, if any,
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 Offers, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, use its reasonable best efforts to
commence and Consummate the Exchange Offers such that the Exchange Offers are
Consummated not later than the 315th day after the Closing Date. The Exchange
Offers shall be on the appropriate form permitting (i) registration of the
Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that
tendered the Exchange Notes that such Broker-Dealer acquired for its own account
as a result of market-making activities or other trading activities (other than
Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

      (b) The Company shall use its reasonable best efforts to cause an Exchange
Offer Registration Statement with respect to the Exchange Notes to be effective
continuously and shall keep the Exchange Offers open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offers; provided, however, that in no event
shall such period be less than twenty (20) Business Days. The Company shall
cause the Exchange Offers to comply with all applicable federal and state
securities laws. No securities other than Exchange Notes shall be included in
any Exchange Offer Registration Statement. The Company shall use its reasonable
best efforts to cause the Exchange Offers to be Consummated not later than the
315th day after the Closing Date (such 315th day being the "CONSUMMATION
DEADLINE").

      (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in each Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offers. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

      Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Securities Act and must, therefore, deliver a prospectus meeting
the requirements of the Securities Act in connection with any initial sale of
any Exchange Notes received by such Broker-Dealer in the Exchange Offers, the
Company shall permit the use of the Prospectus contained in each Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the Prospectus contained in
each Exchange Offer Registration Statement is available for sales of Exchange
Notes by Brokers-Dealers, the Company shall use its reasonable best efforts to
keep each Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required

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by and subject to the provisions of Sections 6(a) and 6(c) hereof and in
conformity 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 one year from the date on which each Exchange Offer is
Consummated or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold
pursuant thereto. The Company shall provide sufficient copies of the latest
version of such Prospectus to such Broker-Dealers, promptly upon request, and in
no event later than one day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

      (a) Shelf Registration. If (i) any Exchange Offer is not permitted by
applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section 6(a) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within twenty (20) Business Days
following the date on which any Exchange Offer is Consummated that (A) such
Holder was 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 Prospectus contained in such Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or
(C) that such Holder is a Broker-Dealer and holds Notes acquired directly from
the Company or any of its Affiliates, then the Company shall:

            (x) cause to be filed a shelf registration statement pursuant to
      Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT"),
      relating to all Transfer Restricted Securities, on or prior to the later
      of (1) thirty (30) days after the date on which the Company determines
      that an Exchange Offer Registration Statement cannot be filed as a result
      of clause (a)(i) above, (2) thirty (30) days after the date on which the
      Company receives notice specified in clause (a)(ii) above, and (3) the
      120th day after the Closing Date (such later date, the "FILING DEADLINE");
      and

            (y) shall use its reasonable best efforts to cause such Shelf
      Registration Statement to become effective on or prior to the 180th day
      after the Filing Deadline (such 180th day, the "EFFECTIVENESS DEADLINE").
      To the extent necessary to ensure that the Shelf Registration Statement is
      available for sales of Transfer Restricted Securities by the Holders
      thereof entitled to the benefit of this Section 4(a) and other securities
      required to be registered therein pursuant to Section 6(b)(ii) hereof, the
      Company shall use its reasonable best efforts to keep such Shelf
      Registration Statement required by this Section 4(a) continuously
      effective, supplemented, amended and current as required by and subject to
      the provisions of Sections 6(b) and (c) hereof and in conformity with the
      requirements of this Agreement, the 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 (as extended pursuant to Section 6(d) hereof)
      following the Closing Date or such shorter period as will terminate where
      all Transfer Restricted Securities covered by such Shelf Registration
      Statement have been sold pursuant thereto.

      (b) Provision by Holders of Certain Information in connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its

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Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Company in writing,
within twenty (20) days after receipt of a request therefor, (i) the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities
Act, and any successor provisions, for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein
and (ii) the undertaking specified in Section 8(b) hereof. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have used its reasonable
best efforts to provide all such information. Each selling Holder 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 Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) any Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter (and before the second anniversary of the initial
sale) cease to be effective or fail to be usable in connection with resales of
the Transfer Restricted Securities without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself immediately declared effective, and only for such time of
non-effectiveness or non-usability (each such event referred to in clauses (i)
through (iv), a "REGISTRATION DEFAULT"), then the Company hereby agrees to pay
(and the Guarantors agree to guarantee such payments) liquidated damages to each
Holder of Transfer Restricted Securities affected thereby for the first 90-day
period immediately following the occurrence of such Registration Default, in an
amount equal to $0.05 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. The amount of the liquidated damages shall
increase by an additional $0.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, the Transfer Restricted
Securities become freely tradable without registration under the Securities Act
or no Transfer Restricted Securities are outstanding, up to a maximum amount of
liquidated damages of $0.25 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided that the Company shall in no event be required
to pay liquidated damages for more than one Registration Default at any given
time. All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest, on each Interest
Payment Date, as more fully set forth in the Indenture and the Notes.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of an
Exchange Offer Registration Statement with respect to the Transfer Restricted
Securities (and/or, if applicable, the Shelf Registration Statement), in the
case of (i) above, (2) upon the effectiveness of an Exchange Offer Registration
Statement with respect to the Transfer Restricted Securities (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of an Exchange Offer with respect to the Transfer Restricted
Securities, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to a Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
with respect to the Transfer

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Restricted Securities (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

      Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offers, the Company shall (x) comply with all of the provisions of Section 6(c)
below, (y) use its reasonable best efforts to effect such exchange and to permit
the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange
Offers, Notes that such Broker-Dealer acquired for its own account as a result
of its market making activities as other trading activities (other than Notes
acquired directly from the Company or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof, and (z)
comply with all of the following provisions:

            (i) If, following the date hereof there has been announced a change
      in Commission policy with respect to exchange offers such as the Exchange
      Offers, that in the reasonable opinion of counsel to the Company raises a
      substantial question as to whether any Exchange Offer is permitted by
      applicable federal law, the Company hereby agrees to seek a no-action
      letter or other favorable decision from the Commission allowing the
      Company to Consummate such Exchange Offer for such Transfer Restricted
      Securities. The Company agrees to pursue the issuance of such a decision
      to the Commission staff. In connection with the foregoing, the Company
      agrees, to take all such other actions as may be requested by the
      Commission or otherwise required in connection with the issuance of such
      decision, including without limitation (A) participating in telephonic
      conferences with the Commission, (B) delivering to the Commission staff an
      analysis prepared by counsel to the Company setting forth the legal bases,
      if any, upon which such counsel has concluded that such an Exchange Offer
      should be permitted and (C) diligently pursuing a resolution (which need
      not be favorable) by the Commission staff.

            (ii) As a condition to its participation in the Exchange Offers,
      each Holder of Transfer Restricted Securities (including, without
      limitation, any Holder who is a Broker-Dealer) shall furnish, upon the
      request of the Company, prior to the Consummation of the applicable
      Exchange Offer, a written representation to the Company (which may be
      contained in the letter of transmittal contemplated by the related
      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. Each Holder using an Exchange Offer to participate in
      a distribution

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      of the Exchange Notes shall acknowledge and agree that, if the resales are
      of Exchange Notes obtained by such Holder in exchange for Notes acquired
      by such Holder directly from the Company or an Affiliate thereof, it (1)
      could not, under Commission policy as in effect on the date of this
      Agreement rely on the position of the Commission enunciated in Exxon
      Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley
      and Co., Inc. (available June 5, 1991), as interpreted in the Commission's
      letter to Shearman & Sterling dated July 2, 1993, and similar no-action
      letters (including, if applicable, any no-action letter obtained pursuant
      to clause (i) above), and (2) must comply with the registration and
      prospectus delivery requirements of the 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 or any successor provisions.

            (iii) Prior to effectiveness of each Exchange Offer Registration
      Statement, the Company shall provide a supplemental letter to the
      Commission (A) stating that the Company is registering the related
      Exchange Offer in reliance on the position of the Commission enunciated in
      Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan
      Stanley and Co., Inc. (available June 5, 1991), as interpreted in the
      Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
      applicable, any no-action letter obtained pursuant to clause (i) above,
      (B) including a representation that neither the Company nor any Guarantor
      has entered into any arrangement or understanding with any Person to
      distribute the Exchange Notes to be received in the Exchange Offers and
      that, to the best of the Company's information and belief, each Holder
      participating in the Exchange Offers is acquiring the Exchange Notes in
      its ordinary course of business and has no arrangement or understanding
      with any Person to participate in the distribution of the Exchange Notes
      received in the Exchange Offers and (C) any other undertaking or
      representation required by the Commission as set forth in any no-action
      letter obtained pursuant to clause (i) above, if applicable.

      (b) Shelf Registration Statement. In connection with each Shelf
Registration Statement, the Company shall: (i) comply with all the provisions of
Section 6(c) below and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company will 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 within the time periods and otherwise
in accordance with the provisions hereof and (ii) issue, upon the request of any
Holder or purchaser of Notes covered by any Shelf Registration Statement
contemplated by this Agreement, Exchange Notes having an aggregate principal
amount equal to the aggregate principal amount of Notes sold pursuant to the
Shelf Registration Statement and surrendered to the Company for cancellation;
the Company shall register Exchange Notes on the Shelf Registration Statement
for this purpose and issue the Exchange Notes to the purchasers of securities
subject to the Shelf Registration Statement in the names as such purchasers
shall designate.

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

            (i) use its reasonable best efforts to keep such Registration
      Statement continuously effective and provide all requisite financial
      statements for the period specified in Section 3 or 4 of this Agreement,
      as applicable. Upon the occurrence of any event that would cause any such
      Registration Statement or the Prospectus contained therein (A) to contain
      an untrue statement of material fact or omit to state any material fact
      necessary to make the statements therein not misleading or (B) not to be
      effective and usable for resale of Transfer Restricted Securities during
      the period required by this Agreement, the Company shall file promptly an
      appropriate amendment to such Registration Statement, curing such defect,
      and if Commission review is required, use its reasonable best efforts to
      cause such amendment to be declared effective as soon as reasonably
      practicable;

            (ii) prepare and file with the Commission such amendments and
      post-effective amendments to the Registration Statement as may be
      necessary to keep such Registration Statement effective for the applicable
      period set forth in Section 3 or 4 hereof, as the case may be; cause the
      Prospectus to be supplemented by any required Prospectus supplement, and
      as so supplemented to be filed pursuant to Rule 424 under the 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 underwriters, if any, and each selling Holder
      promptly and, if requested by such Holder, confirm such advice in writing,
      (A) when the Prospectus or any Prospectus supplement or post-effective
      amendment has been filed, and, with respect to any 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 any
      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, and (D) of
      the existence of any fact or the happening of any event that makes any
      statement of a material fact made in any Registration Statement, any
      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 any Registration Statement or any
      Prospectus in order to make the statements therein not misleading, or that
      requires the making of any additions to or changes in any Prospectus in
      order to make the statements therein in the light of the circumstances
      under which they were made, not misleading. If at any time the Commission
      shall issue any stop order suspending the effectiveness of any
      Registration Statement, or any state securities commission or other
      regulatory authority shall issue an

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      order suspending the qualification or exemption from qualification of the
      Transfer Restricted Securities under state securities or Blue Sky laws,
      the Company shall use its reasonable best efforts to obtain the withdrawal
      or lifting of such order at the earliest possible time;

            (iv) furnish to each selling Holder and each of the underwriters, if
      any, in connection with such exchange or sale, if any, before filing with
      the Commission, copies of any Registration Statement or any Prospectus
      included therein or any amendments or supplements to any such Registration
      Statement or Prospectus (including all documents incorporated by reference
      after the initial filing of such Registration Statement), which documents
      will be subject to the review and comment of such Holders and
      underwriter(s), if any, in connection with such sale, if any, for a period
      of at least five (5) Business Days, and the Company will not file any such
      Registration Statement or Prospectus or any amendment or supplement to any
      such Registration Statement or Prospectus (including all such documents
      incorporated by reference) to which such Holders or the underwriters, if
      any, shall reasonably object within five (5) Business Days after the
      receipt thereof. A Holder or underwriter, if any, shall be deemed to have
      reasonably objected to such filing if such Registration Statement,
      amendment, Prospectus or supplement, as applicable, as proposed to be
      filed, contains an untrue statement of a material fact or omits to state
      any material fact necessary to make the statements therein not misleading
      or fails to comply with the applicable requirements of the Securities Act;

            (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 each selling Holder and to the
      underwriters, if any, in connection with such exchange or sale, if any,
      make the Company's representatives available 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 Holders
      or underwriters, if any, reasonably may request;

            (vi) make available, at reasonable times, for inspection by each
      selling Holder, any underwriter, if any, participating in any disposition
      pursuant to such Registration Statement, and any attorney or accountant
      retained by such Holders or any of the underwriters, all financial and
      other records, pertinent corporate documents and properties of the Company
      and cause the Company's officers, directors and employees to supply all
      information reasonably requested by any such Holder, underwriter, attorney
      or accountant in connection with such Registration Statement or any
      post-effective amendment thereto subsequent to the filing thereof and
      prior to its effectiveness;

            (vii) if requested by any Holders or the underwriters, if any, in
      connection with such exchange or sale, promptly include in any
      Registration Statement or Prospectus, pursuant to a supplement or
      post-effective amendment if necessary, such information as such Holders
      and underwriters, if any, may reasonably request to have included therein,
      including, without limitation, information relating to the "Plan of
      Distribution" of the Transfer Restricted Securities; and make all required
      filings of such Prospectus supplement or post-effective amendment as soon
      as reasonably practicable after the

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      Company is notified of the matters to be included in such Prospectus
      supplement or post-effective amendment;

            (viii) cause the Transfer Restricted Securities covered by each
      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 underwriters, if any;

            (ix) furnish to each selling Holder (and upon request, any Holder)
      and each of the underwriter(s), if any, in connection with such exchange
      or sale, without charge, at least one copy of each Registration Statement,
      as first filed with the Commission, and of each amendment thereto,
      including all documents incorporated by reference therein and all exhibits
      (including exhibits incorporated therein by reference);

            (x) deliver to each Holder and each of the underwriters, if any,
      without charge, as many copies of each Prospectus (including each
      preliminary prospectus) and any amendment or supplement thereto as such
      Persons reasonably may request; the Company hereby consents to the use (in
      accordance with applicable law) of the Prospectus and any amendment or
      supplement thereto by each selling Holder and each underwriter, if any, in
      connection with the offering and the sale of the Transfer Restricted
      Securities covered by each Prospectus or any amendment or supplement
      thereto;

            (xi) upon the request of any selling Holder, enter into such
      agreements (including underwriting agreements), and make, such
      representations and warranties, and take all such other actions in
      connection therewith in order to expedite or facilitate the disposition of
      the Transfer Restricted Securities pursuant to any Registration Statement
      contemplated by this Agreement, as may be requested by any Purchaser or by
      any selling Holder in connection with any sale or resale pursuant to any
      Registration Statement. In such connection, the Company shall:

                  (A) upon request of any Holder, furnish to each 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
            effectiveness of each Shelf Registration Statement, as the case may
            be:

                        (1) a certificate, dated such date signed on behalf of
            the Company by (x) the President or any Vice President of the
            Company and (y) a principal financial or accounting officer of the
            Company, confirming, as of the date thereof, that the
            representations and warranties of the Company contained in any such
            underwriting agreement (which shall be of the same tenor as the
            representations and warranties contained in the Purchase Agreement,
            excluding Sections 2(a) (which shall reference the related
            Registration Statement and Prospectus instead of the Offering
            Memorandum) and (v)) qualified as to materiality are true and
            correct, and those not so qualified are true and correct in all
            material respects, in each case, as of the date hereof, and
            confirming such other matters as such parties may reasonably
            request;

                                       11
<PAGE>

                        (2) an opinion, dated the date of effectiveness of each
            Shelf Registration Statement, as the case may be, of counsel for the
            Company, covering matters similar to those set forth in Annex I and
            Annex II of the Purchase Agreement and such other matters as such
            parties may reasonably request, 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 Purchasers' representatives and the 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 the extent such counsel deems appropriate upon the
            statements of 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,
            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 related
            Prospectus contained in such Registration Statement as of its date
            contained an untrue statement of a material fact or omitted to state
            a material fact necessary in order to make the statements therein,
            in the light of the circumstances under which they were made, not
            misleading. 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

                        (3) a customary comfort letter, dated as of the date of
            effectiveness of each Shelf Registration Statement, as the case may
            be, from the Company's independent accountants, in the customary
            form and covering matters of the type customarily covered in comfort
            letters to underwriters in connection with primary underwritten
            offerings; and

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

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

                                       12
<PAGE>

            (xii) prior to any public offering of Transfer Restricted
      Securities, cooperate with, the selling Holders, the underwriters, 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
      underwriters 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 applicable Registration
      Statement; provided, however, that the Company shall not be required to
      register or qualify as a foreign corporation where it is not now so
      qualified or to take any action that would subject it to the service of
      process in suits or to taxation, other than as to matters and transactions
      relating to any Registration Statement, in any jurisdiction where it is
      not now so subject;

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

            (xiv) in connection with any sale of Transfer Restricted Securities
      that will result in such securities no longer being Transfer Restricted
      Securities, cooperate with the Holders and the underwriters, 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 to register such Transfer Restricted Securities
      in such denominations and in such names as the selling Holders or the
      underwriters, if any, may request at least two (2) Business Days prior to
      any such sale of Transfer Restricted Securities;

            (xv) use its reasonable best efforts to cause the disposition of the
      Transfer Restricted Securities covered by each 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 underwriters, if any, to consummate the disposition of such Transfer
      Restricted Securities, subject to the proviso contained in clause (xii)
      above;

            (xvi) subject to Section 6(c)(i), if any fact or event contemplated
      by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
      supplement or post-effective amendment to each Registration Statement or
      related Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of Transfer Restricted Securities, the Prospectus will not
      contain an untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein, not misleading;

            (xvii) provide a CUSIP number for all Transfer Restricted Securities
      not later than the effective date of a Registration Statement covering
      such Transfer Restricted Securities and provide the Trustee under the
      Indenture with printed certificates for the

                                       13
<PAGE>

      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 its 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 its reasonable best efforts to comply with all
      applicable rules and regulations of the Commission, and make generally
      available to its security holders with regard to any Registration
      Statement, as soon as reasonably practicable, a consolidated earning
      statement meeting the requirements of Rule 158 under the Securities Act
      (which need not be audited) covering a twelve-month period, beginning
      after the effective date of the Registration Statement (as such term is
      defined in paragraph (c) of Rule 158 of the Securities Act);

            (xx) cause the Indenture to be qualified under the TIA not later
      than the effective date of the Registration Statement required by this
      Agreement, and, in connection therewith, cooperate with the Trustee and
      the Holders to effect such changes to the Indenture as may be required for
      the Indenture to be so qualified in accordance with the terms of the TIA;
      and execute, and use its reasonable best efforts to cause the Trustee to
      execute, all documents that may be required to effect such changes and all
      other forms and documents required to be filed with the Commission to
      enable such Indenture to be so qualified in a timely manner;

            (xxi) cause all Transfer Restricted Securities covered by the
      Registration Statement to be listed on each securities exchange on which
      similar securities issued by the Company are then listed if requested by
      the Holders of a majority in aggregate principal amount of Notes or the
      managing underwriters, if any; and

            (xxii) provide promptly to each Holder, upon request, each document
      filed with the Commission pursuant to the requirements of Section 13 or
      Section 15(d) of the Exchange Act.

      (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referenced to in
Section 6(c)(iii)(D) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy

                                       14
<PAGE>

any Prospectuses, other than permanent file copies then in such Holder's
possession which have been replaced by the Company with more recently dated
Prospectuses, or (ii) 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 Suspension Notice. The time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by a number of days equal to the number of days
in the period from and including the date of delivery of the Suspension Notice
to the date of the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

      Subject to the compliance in all material respects by the Company and the
Guarantors with all of their respective obligations under this Agreement, the
Purchasers agree to pay (and, to the extent not paid by the Purchasers, to
reimburse the Company for) all out-of-pocket costs and expenses reasonably
incurred by the Issuers in connection with the registration of the Exchange
Notes in an aggregate amount not to exceed $750,000, including (i) SEC filing
fees; (ii) costs of printing or word processing or other production of documents
incurred in connection with the exchange offer; (iii) fees and expenses of the
Trustee, and any transfer or exchange agent; (iv) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (v)
all application and filing fees in connection with listing Exchange Notes on a
national securities exchange automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of the Issuers' counsel
and independent accountants incurred in connection therewith; (vii) all expenses
of printing (including printing certificates for the Exchange Notes to be issued
in the Exchange Offers and printing of Prospectuses), messenger and delivery
services and telephone. To the extent not paid or reimbursed, such expenses
shall be borne by the Company and the Guarantors. The Purchasers' obligations
under this Section 7(a) shall be subject in each case to the submission by the
Company and the Guarantors to the Purchasers of invoices and other documentation
with respect to such costs and expenses. In no event shall the Purchasers'
obligations under Section this 7(a) limit their rights under Section 8 hereof,
whether by set-off or otherwise by the Company and the Guarantors, and no
liability of the Company and the Guarantors under Section 8 hereof shall be an
obligation required to be paid or reimbursed by the Purchasers pursuant to this
Section 7(a).

      The Company will, in any event, bear its 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.

SECTION 8. INDEMNIFICATION

      (a) The Company and the Guarantors agree to indemnify and hold harmless
(i) each Holder and (ii) each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) (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, from and against any and all losses, claims, damages,
liabilities, judgments, actions and

                                       15
<PAGE>

expenses (including, without limitation, any legal or other expenses incurred in
connection with, investigating, preparing, pursuing or defending any claim or
action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) 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, preliminary prospectus or Prospectus (or any amendment
or supplement thereto), provided by the Company to any Holder or any prospective
purchaser of Exchange Notes or registered Notes or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities, judgments, actions or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to such Holder furnished in
writing to the Company by such Holder.

      (b) The Company may require, as a condition to including any Transfer
Restricted Securities held by any Holder in a Registration Statement, that the
Company shall have received an undertaking reasonably satisfactory to it from
such Holder that such Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantors, and their respective directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) the Company or the
Guarantors, as the case may be, to the same extent as the foregoing indemnity
from the Company set forth in Section 8(a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers, or any person who controls such Holder be
liable or responsible for any amount in excess of the amount by which the entire
amount received by such Holder with respect to its sale of the Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

      (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties)

                                       16
<PAGE>

include both the indemnified party and the indemnifying party, and the
indemnified party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case the indemnifying party
shall not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Company, in the
case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any and
all losses, claims, damages, liabilities, judgments and expenses by reason of
any settlement of any action (i) effected with its written consent or (ii)
effected without its written consent if the settlement is entered into more than
twenty (20) Business Days after the indemnifying party shall have received a
request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

      (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
in respect of any losses, claims, damages, liabilities, judgements or expenses
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities,
judgments or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from their sale of Transfer Restricted Securities or (ii) if the
allocation provided by clause 8(d)(i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause 8(d)(i) above but also the relative fault of the Company,
on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities, judgments or expenses, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, on the one hand, or by such Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

                                       17
<PAGE>

      The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, judgments 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 incurred by such
indemnified party in connection with investigating or defending any such action
or claim including any action that could have given rise to such losses, claims,
damages, liabilities, judgments or expenses. Notwithstanding the provisions of
this Section 8, no Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 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(d) are several in proportion to the respective principal amount
of Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A

      The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

SECTION 10. 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

                                       18
<PAGE>

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
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 acknowledge and agree that
any failure by the Company to comply with its obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Purchasers or Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's obligations under Sections 3 and 4 hereof.
The Company and the Guarantors further agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

      (b) No Inconsistent Agreements. The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

      (c) Adjustments Affecting the Notes or Exchange Notes. The Company will
not take any action, or permit any change to occur, with respect to the Notes or
the Exchange 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 (i) in the case of Section 5
hereof and this Section 12(d)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer and that does not affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

      (e)  Third  Party   Beneficiary.   The   Holders   shall  be  third  party
beneficiaries to the agreements made hereunder  between the Company,  on the one
hand, and the Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent they may

                                       19
<PAGE>

deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

      (f) 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:

                                     EchoStar DBS Corporation
                                     9601 S. Meridian Drive
                                     Englewood, Colorado 80112
                                     Telecopier No.: (303) 723-1699
                                     Attention: David K. Moskowitz, Esq.

                              With a copy to:

                                     Sullivan & Cromwell LLP
                                     1870 Embarcadero Road
                                     Palo Alto, California 94303
                                     Telecopier No.: (650) 461-5700
                                     Attention: Scott D. Miller, Esq.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five (5) Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

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

      (g) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

                                       20
<PAGE>

      (h) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

      (j) 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.

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

      (l) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       21
<PAGE>

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

                                     ECHOSTAR DBS CORPORATION

                                     By:       /s/ David K. Moskowitz
                                               --------------------------
                                        Name:  David K. Moskowitz
                                        Title: Executive Vice President,
                                               General Counsel and Secretary

                                      S-1
<PAGE>

                                     ECHOSTAR SATELLITE L.L.C.
                                     ECHOSTAR SATELLITE OPERATING CORP
                                     ECHOSTAR TECHNOLOGIES
                                          CORPORATION
                                     ECHO ACCEPTANCE CORPORATION
                                     ECHOSPHERE L.L.C.
                                     DISH NETWORK SERVICE
                                     ECHOSTAR INTERNATIONAL
                                          CORPORATION

                                     as Guarantors

                                     By:       /s/ David K. Moskowitz
                                               --------------------------
                                        Name:  David K. Moskowitz
                                        Title: Executive Vice President,
                                               General Counsel and Secretary

                                     CREDIT SUISSE FIRST BOSTON LLC
                                     BANC OF AMERICA SECURITIES LLC
                                     WACHOVIA CAPITAL MARKETS, LLC

                                     By: CREDIT SUISSE FIRST BOSTON LLC

                                     By:       /s/ Jeffrey C. Howe
                                               ------------------------------
                                        Name:  Jeffrey C. Howe
                                        Title: Managing Director

                                      S-2