<PAGE>

                                                                 EXHIBIT 10.5











                       DEBT REGISTRATION RIGHTS AGREEMENT


                                   DATED AS OF


                                 JANUARY 2, 2002


                                  BY AND AMONG


                             ALDERWOODS GROUP, INC.


                                       AND


                            THE PERSONS LISTED ON THE
                         SIGNATURE PAGES ATTACHED HERETO




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                                TABLE OF CONTENTS

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Article I.        DEFINITIONS AND CERTAIN INTERPRETATIVE MATTERS.................................................1

         1.1      Definitions....................................................................................1

         1.2      Certain Interpretative Matters.................................................................4

Article II.       SHELF REGISTRATION.............................................................................4

         2.1      Filing of Shelf Registration Statement.........................................................4

         2.2      Underwriting Procedures........................................................................4

Article III.      DEMAND REGISTRATION............................................................................6

         3.1      Right to Demand Registration...................................................................6

         3.2      Blackout Period................................................................................6

         3.3      Effective Demand Registrations.................................................................7

         3.4      Revocation of Demand Registration..............................................................7

         3.5      Continuous Effectiveness of Registration Statement.............................................8

         3.6      Underwritten Demand Registration...............................................................8

Article IV.       PIGGYBACK REGISTRATION.........................................................................8

         4.1      Right to Piggyback.............................................................................8

         4.2      Priority on Piggyback Registrations............................................................8

Article V.        RESTRICTIONS ON SALE...........................................................................9

Article VI.       PROCEDURES AND EXPENSES.......................................................................10

         6.1      Registration Procedures.......................................................................10

         6.2      Information from Stockholder..................................................................13

         6.3      Suspension of Disposition.....................................................................14

         6.4      Registration Expenses.........................................................................14

Article VII.      INDEMNIFICATION...............................................................................15

         7.1      Indemnification by the Company................................................................15

         7.2      Indemnification by Holders....................................................................16

         7.3      Conduct of Indemnification Proceedings........................................................16

         7.4      Contribution, etc.............................................................................17

Article VIII.     RULE 144......................................................................................18

Article IX.       MISCELLANEOUS.................................................................................18

         9.1      Notices.......................................................................................18
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                                TABLE OF CONTENTS
                                   (continued)

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         9.2      Assignment....................................................................................19

         9.3      No Third-Party Beneficiaries..................................................................19

         9.4      Entire Agreement..............................................................................19

         9.5      Amendment and Waiver..........................................................................19

         9.6      Headings......................................................................................19

         9.7      Severability..................................................................................19

         9.8      Governing Law.................................................................................19

         9.9      Specific Performance..........................................................................19

         9.10     Further Assurances............................................................................20

         9.11     Counterparts..................................................................................20
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                                      -ii-

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                       DEBT REGISTRATION RIGHTS AGREEMENT

         This DEBT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as
of January __, 2002 (the "EFFECTIVE DATE"), is made by and among Alderwoods
Group, Inc., a Delaware corporation (the "COMPANY"), and Angelo Gordon & Co.,
Franklin Mutual Advisers, LLC, GSCP Recovery, Inc., GSC Recovery II, L.P. and
Oaktree Capital Management, LLC, as agent and on behalf of certain funds and
accounts, (each a "STOCKHOLDER" and collectively, the "STOCKHOLDERS").

                                    RECITALS

         A. The Company, its parent corporation, The Loewen Group Inc.,
and certain of their debtor subsidiaries have filed with the United States
Bankruptcy Court in the District of Delaware the Fourth Amended Joint Plan of
Reorganization of Loewen Group International, Inc., Its Parent Corporation and
Certain of Their Debtor Subsidiaries, dated as of September 10, 2001 (the
"PLAN").

         B. Pursuant to the Plan and the transactions contemplated
thereby, each of the Stockholders has become the Beneficial Owner (as defined
below) of 11% Senior Secured Notes due 2007, 12 1/4% Senior Unsecured Notes due
2004 and 12 1/4% Senior Unsecured Notes due 2009 (collectively, the "NEW
NOTES").

         C. In accordance with the terms of the Plan, the Company desires
to provide for the registration of the sale by the Stockholders and certain of
their transferees of the Registrable Securities (as defined below) from time to
time, on the terms and subject to conditions set forth below.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

           Article I. DEFINITIONS AND CERTAIN INTERPRETATIVE MATTERS

         1.1 DEFINITIONS. For purposes of this Agreement, the following terms
have the following meanings:

             (a) "ADVICE": As defined in SECTION 6.3.

             (b) "AFFILIATE": As defined in Rule 12b-2 under the Exchange Act.

             (c) "AGREEMENT": As defined in the introductory paragraph hereof.

             (d) "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP": As defined in
Rule 13d-3 under the Exchange Act.


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             (e) "BUSINESS DAY": Any day, other than a Saturday or Sunday, on
which national banking institutions in New York, New York, are required to be
open.

             (f) "COMPANY": As defined in the introductory paragraph hereof.

             (g) "EFFECTIVE DATE": As defined in the introductory paragraph
hereof.

             (h) "EXCHANGE ACT": The Securities Exchange Act of 1934, as
amended.

             (i) "HOLDERS": The Stockholders holding Registrable Securities and
the Permitted Transferees holding Registrable Securities.

             (j) "INDEMNIFIED PARTY": As defined in SECTION 7.3.

             (k) "INDEMNIFYING PARTY": As defined in SECTION 7.3.

             (l) "LOSSES": As defined in SECTION 7.1.

             (m) "NASDAQ": The Nasdaq Stock Market, Inc.

             (n) "NEW NOTES": As defined in RECITAL B.

             (o) "NOTES": The New Notes issued to the Stockholders pursuant to
the Plan.

             (p) "OTHER HOLDERS": As defined in SECTION 4.2.

             (q) "PERMITTED TRANSFEREE": As determined with respect to each
transfer of Registrable Securities, any Person who (i) acquires from a Holder,
in a single transfer made in compliance with all applicable securities laws,
either (A) all of Holder's Registrable Securities or (B) Registrable Securities
that are New Notes of a particular series comprising not less than 25% of the
aggregate principal amount of such Holder's Registrable Securities that are in
that particular series of New Notes and, as a result of such transfer, has
Beneficial Ownership of 5% or more of the aggregate principal amount of the New
Notes then outstanding and (ii) agrees to be bound by the terms of this
Agreement; PROVIDED, HOWEVER, that, as determined with respect to each transfer
of Registrable Securities, a Person shall also be a "Permitted Transferee" if
such Person (x) acquires from a Stockholder, in a single transfer made in
compliance with all applicable securities laws, Registrable Securities that are
New Notes of a particular series comprising not less than 25% of the aggregate
principal amount of the New Notes in such series issued to such Stockholder on
the Effective Date pursuant to the Plan and (y) agrees to be bound by the terms
of this Agreement.

             (r) "PERSON": Any individual, corporation, general or limited
partnership, limited liability company, joint venture, trust or other entity or
association, including without limitation any governmental authority.

             (s) "PIGGYBACK NOTICE": As defined in SECTION 4.1.

             (t) "PIGGYBACK REGISTRATION": As defined in SECTION 4.1.



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             (u) "PLAN": As defined in RECITAL A.

             (v) "PROSPECTUS": With respect to any Registration Statement: if
Rule 434 under the Securities Act is relied on, the term sheet that is first
filed pursuant to Rule 424(b)(7) under the Securities Act, together with the
preliminary prospectus identified therein that such term sheet supplements; if
Rule 434 under the Securities Act is not relied on, the prospectus first filed
with the SEC pursuant to Section 424(b) under the Securities Act; and if Rule
434 under the Securities Act is not relied on and no prospectus is required to
be filed pursuant to Rule 424(b) under the Securities Act, the prospectus
included in such Registration Statement at the time when it is or was declared
effective; in each case, as amended or supplemented by any prospectus
supplement, all other amendments and supplements to such prospectus (including
post-effective amendments), and all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such prospectus.

             (w) "REGISTRABLE SECURITIES": The Notes; PROVIDED, HOWEVER, that as
to any Registrable Securities, such securities will irrevocably cease to
constitute "Registrable Securities" if: (A) such securities are disposed of
pursuant to an effective registration statement under the Securities Act; (B)
such securities are distributed to the public pursuant to Rule 144; (C) such
securities have been transferred to any Person other than a Permitted
Transferee; or (D) such securities cease to be outstanding.

             (x) "REGISTRATION EXPENSES": As defined in SECTION 6.4.

             (y) "REGISTRATION STATEMENT": Any registration statement of the
Company under the Securities Act that covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including the related Prospectus,
all amendments and supplements to such registration statement (including
post-effective amendments), and all exhibits and all materials incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

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

             (aa) "SEC": The Securities and Exchange Commission.

             (bb) "SECURITIES ACT": The Securities Act of 1933, as amended.

             (cc) "SHELF REGISTRATION STATEMENT": As defined in SECTION 2.1.

             (dd) "STOCKHOLDER": As defined in the introductory paragraph
hereof.

             (ee) "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING": A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

             (ff) "UNDERWRITTEN OFFERING NOTICE": As defined in SECTION 2.2(a).



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         1.2 CERTAIN INTERPRETATIVE MATTERS. Unless the context otherwise
requires, (a) all references to Articles or Sections are to Articles or Sections
of this Agreement, (b) each term defined in this Agreement has the meaning
assigned to it, (c) all uses of "herein," "hereto," "hereof" and words similar
thereto in this Agreement refer to this Agreement in its entirety, and not
solely to the Article, Section or provision in which it appears, (d) "or" is
disjunctive but not necessarily exclusive, and (e) words in the singular include
the plural and vice versa.

                         Article II. SHELF REGISTRATION

         2.1 FILING OF SHELF REGISTRATION STATEMENT. On or before the later to
occur of (x) the date that is 60 calendar days after the Effective Date and (y)
April 1, 2002, the Company will file with the SEC a Registration Statement
covering the resale of the Registrable Securities by the Stockholders on a
continuous basis pursuant to Rule 415 under the Securities Act (the "SHELF
REGISTRATION STATEMENT") on Form S-1. The Company will use its reasonable best
efforts to cause the Shelf Registration Statement (a) to be declared effective
under the Securities Act within 90 calendar days after the date such Shelf
Registration Statement is initially filed with the SEC and (b) once effective,
to remain continuously effective for a period ending on the earlier of: (i) the
first date on which there ceases to be any Registrable Securities; and (ii) the
second anniversary of the date on which the SEC declares such Shelf Registration
Statement effective (subject to extension pursuant to ARTICLE V or SECTION 6.3).
The Company will not register any securities other than Registrable Securities
pursuant to the Shelf Registration Statement; PROVIDED, HOWEVER, as contemplated
by the Equity Registration Rights Agreement, dated even date herewith, among the
Company and the Stockholders, that the Company will be permitted to register,
pursuant to Shelf Registration Statement shares of common stock, par value $0.01
per share, of the Company issued to the Stockholders pursuant to the Plan. The
plan of distribution contained in the Shelf Registration Statement shall permit
Underwritten Offerings. The Company will be permitted to file on Form S-3 a
post-effective amendment to the Shelf Registration Statement, or take such other
action as may be necessary to convert the Shelf Registration Statement from Form
S-1 to Form S-3, at such time the Company becomes eligible, in its sole
discretion, to use Form S-3.

         2.2 UNDERWRITING PROCEDURES.

             (a) If Holders of at least 10% of the aggregate principal amount of
Registrable Securities then outstanding so request in writing, the Company will
effect pursuant to the Shelf Registration Statement an Underwritten Offering;
PROVIDED, HOWEVER, that the Company will not be required to take any action in
response to any such request:

                 (i)   if prior to the date of such request the Company has
                       effected three Underwritten Offerings pursuant to this
                       SECTION 2.2(a);

                 (ii)  if the Company has effected an Underwritten Offering
                       pursuant to this SECTION 2.2(a) within the 120-day
                       period next preceding such request; or

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                 (iii) if the Registrable Securities requested to be included
                       in the Underwritten Offering have a then-current market
                       value of less than $10.0 million.

The Company will give written notice (an "UNDERWRITTEN OFFERING NOTICE") of the
proposed Underwritten Offering to all Holders within 15 calendar days after
receipt of a valid written request for an Underwritten Offering pursuant to this
SECTION 2.2(a). Such notice will offer the Holders the opportunity to include in
such Underwritten Offering such aggregate principal amount of Registrable
Securities as each Holder may request. The Company will include in such
Underwritten Offering all Registrable Securities for which the Company has
received written requests for inclusion within 15 calendar days after delivery
of the Underwritten Offering Notice, subject to SECTION 2.2(b).

             (b) The Company will cause the managing underwriter or underwriters
of a proposed Underwritten Offering to permit the Holders that have requested
Registrable Securities to be included in the Underwritten Offering to include
all such Registrable Securities on the same terms and conditions as all other
Registrable Securities of like kind to be included. Notwithstanding the
foregoing, if the managing underwriter or underwriters of such Underwritten
Offering advises the Company and the selling Holders that the total aggregate
principal amount of Registrable Securities that such Holders propose to include
in such Underwritten Offering is such as to materially and adversely affect the
success of such Underwritten Offering, then the Company will include in such
Underwritten Offering up to the full aggregate principal amount of Registrable
Securities requested to be included in such Underwritten Offering by the Holders
(allocated PRO RATA among the Holders on the basis of the aggregate principal
amount of Registrable Securities requested to be included therein by each such
Holder) so that the total aggregate principal amount of Registrable Securities
to be included in such Underwritten Offering is the full aggregate principal
amount that, in the written opinion of such managing underwriter or
underwriters, can be sold without materially and adversely affecting the success
of such Underwritten Offering. Similarly, notwithstanding the first sentence of
this SECTION 2.2(b), if the managing underwriter or underwriters of such
Underwritten Offering advises the Company and selling Holders that inclusion of
a particular kind of Registrable Securities in such Underwritten Offering is
likely to materially and adversely affect the success of such Underwritten
Offering, the Company will exclude from such Underwritten Offering all
Registrable Securities of that kind proposed to be included.

             (c) Any Registrable Securities may be withdrawn from a proposed
Underwritten Offering at any time before the execution and delivery by such
Holder of the underwriting agreement relating to such Underwritten Offering. In
the event that all Holders withdraw all of their Registrable Securities from a
proposed Underwritten Offering before the execution and delivery of an
underwriting agreement relating to such Underwritten Offering, either (i) the
Holders withdrawing their Registrable Securities shall reimburse the Company for
all of its out-of-pocket expenses incurred in connection with the proposed
Underwritten Offering in excess of the amount of expenses relating solely to the
maintenance of the Shelf Registration Statement or (ii) the requested
Underwritten Offering will be deemed to have been effected for purposes of
SECTION 2.2(a); PROVIDED, HOWEVER, that if such withdrawal was based on the
Company's failure to comply in any material respect with its obligations
hereunder, such



                                      -5-
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reimbursement will not be required and the requested Underwritten Offering will
not be deemed to have been effected for purposes of SECTION 2.2(A).

             (d) The managing underwriter or underwriters of the Underwritten
Offering relating thereto will be selected by the Holders of at least a majority
of the aggregate principal amount of Registrable Securities proposed to be
included in such Underwritten Offering, subject to the approval of the Company
(which approval shall not be unreasonably withheld or unreasonably delayed).

                        Article III. DEMAND REGISTRATION

         3.1 RIGHT TO DEMAND REGISTRATION. From and after the date that is 120
calendar days subsequent to the last day that the Shelf Registration Statement
is effective, if any Holder requests in writing that the Company effect the
registration of all or part of such Holder's or Holders' Registrable Securities
with the SEC under and in accordance with the provisions of the Securities Act
(which written request will specify the aggregate principal amount of
Registrable Securities requested to be registered and the means of
distribution), the Company will file a Registration Statement covering such
Holder's or Holders' Registrable Securities requested to be registered as
promptly as practicable (and, in any event within 60 calendar days) after
receipt of such request; PROVIDED, HOWEVER, that the Company will not be
required to take any action pursuant to this ARTICLE III:

             (a) if the Holder or Holders making such respect are not Affiliates
of the Company at the time such request is made;

             (b) if prior to the date of such request the Company has effected
three registrations pursuant to this ARTICLE III;

             (c) if the Company has effected a registration contemplated by this
ARTICLE III within the 120-day period next preceding such request;

             (d) if a shelf registration is effective at the time such request
is made pursuant to which the Holder or Holders that requested registration
could effect the disposition of such Holder's or Holders' Registrable Securities
in the manner requested and the Company offered, in accordance with the
procedures set forth herein, to or did include such Holder's or Holders'
Registrable Securities in such shelf registration;

             (e) if the Registrable Securities requested to be registered shall
have a then-current market value of less than $10.0 million; or

             (f) during the pendency of any Blackout Period.

         3.2 BLACKOUT PERIOD.

             (a) If (i) at any time during which Holders may request a
registration pursuant to SECTION 3.1, the Company files or proposes to file a
registration statement with respect to an offering of debt securities of the
Company for its own account and (ii) with reasonable prior notice (A) the
Company (in the case of an offering that is not an Underwritten Offering)
advises



                                      -6-
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the Holders in writing that the Board of Directors of the Company has
determined, in the good faith exercise of its reasonable business judgment, that
a sale or distribution of Registrable Securities would adversely affect such
offering or (B) the managing underwriter or underwriters, if any, advise the
Company in writing (in which case the Company will notify the Holders) that a
sale or distribution of Registrable Securities would adversely affect such
offering, then the Company will not be obligated to effect the initial filing of
a Registration Statement pursuant to SECTION 3.1 during the 30 calendar days
prior to the date the Company in good faith estimates (as certified in writing
by an officer of the Company to the Holders following a request for registration
pursuant to SECTION 3.1) will be the date of the filing of, and ending on the
date which is 90 calendar days following the effective date of, such
registration statement.

             (b) If the Board of Directors of the Company determines, in the
good faith exercise of its reasonable business judgment, that the registration
and distribution of Registrable Securities (i) would materially impede, delay or
interfere with any financing, acquisition, corporate reorganization or other
significant transaction involving the Company or (ii) would require disclosure
of non-public material information, the disclosure of which would materially and
adversely affect the Company, the Company will promptly give the Holders written
notice of such determination and will be entitled to postpone the filing or
effectiveness of a Registration Statement for a reasonable period of time not to
exceed 90 calendar days; PROVIDED, HOWEVER, that the Company will deliver to the
Holder or Holders that have requested registration a general statement, signed
by an officer of the Company, of the reasons for such postponement or
restriction on use and an estimate of the anticipated delay. The Company will
promptly notify such Holders of the expiration or earlier termination of such a
period.

             (c) Notwithstanding anything in this SECTION 3.2 to the contrary,
there will be no more than one delay period as contemplated by this SECTION 3.2
during any consecutive 12-month period during the time in which Holders may
request a registration pursuant to SECTION 3.1.

         3.3 EFFECTIVE DEMAND REGISTRATIONS.

             (a) The Company may satisfy its obligations under SECTION 3.1 by
amending (to the extent permitted by applicable law) any registration statement
previously filed by the Company under the Securities Act so that such amended
registration statement will permit the disposition (in accordance with the
intended methods of disposition specified as aforesaid) of all of the
Registrable Securities for which a demand for registration has been properly
made under SECTION 3.1. If the Company so amends a previously filed registration
statement, it will be deemed to have effected a registration for purposes of
SECTION 3.1.

             (b) Except as provided in SECTION 3.4, a registration requested
pursuant to SECTION 3.1 will not be deemed to be effected for purposes of
SECTION 3.1 if it has not been declared effective by the SEC or become effective
in accordance with the Securities Act and the rules and regulations thereunder
and kept effective as contemplated by SECTION 3.5.

         3.4 REVOCATION OF DEMAND REGISTRATION. A Holder of Registrable
Securities to be included in a Registration Statement pursuant to SECTION 3.1
may, at any time prior to the effective date of the Registration Statement
relating to such registration, revoke its request to



                                      -7-
<PAGE>

have Registrable Securities included therein by providing a written notice to
the Company. In the event all such Holders of Registrable Securities revoke
their request, either (i) the Holders of Registrable Securities who revoke such
request shall reimburse the Company for all its out-of-pocket expenses incurred
in the preparation, filing and processing of the Registration Statement or (ii)
the requested registration that has been revoked will be deemed to have been
effected for purposes of SECTION 3.1; PROVIDED, HOWEVER, that, if such
revocation was based on the Company's failure to comply in any material respect
with its obligations hereunder, such reimbursement will not be required and the
requested registration that has been revoked will not be deemed to have been
effected for purposes of SECTION 3.1.

         3.5 CONTINUOUS EFFECTIVENESS OF REGISTRATION STATEMENT. The Company
will use its reasonable best efforts to keep a Registration Statement that has
become effective as contemplated by this ARTICLE III continuously effective for
a period of 60 calendar days (subject to extension pursuant to SECTION 6.3) or
such shorter period that will terminate when all Registrable Securities covered
by such Registration Statement have been sold pursuant to such Registration
Statement; PROVIDED, HOWEVER, that in no event will such period expire prior to
the expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 promulgated thereunder.

         3.6 UNDERWRITTEN DEMAND REGISTRATION. In the event that a registration
requested pursuant to SECTION 3.1 is to be an Underwritten Registration, the
managing underwriter or underwriters of the Underwritten Offering relating
thereto will be selected by the Holders of at least a majority of the aggregate
principal amount of Registrable Securities proposed to be included in such
Underwritten Registration, subject to the approval of the Company (which
approval shall not be unreasonably withheld or unreasonably delayed).

                      Article IV. PIGGYBACK REGISTRATION.

         4.1 RIGHT TO PIGGYBACK. If at any time the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
any debt securities (other than a registration statement on Form S-4, Form S-8
or any successor forms thereto and the Shelf Registration Statement, but
including any Registration Statement to be filed pursuant to SECTION 3.1),
whether or not for its own account, then the Company will give written notice
(the "PIGGYBACK NOTICE") of such proposed filing to the Holders at least 45
calendar days before the anticipated filing date. Such notice will offer the
Holders the opportunity to register such aggregate principal amount of
Registrable Securities as each Holder may request (a "PIGGYBACK REGISTRATION").
The Company will include in each Piggyback Registration all Registrable
Securities for which the Company has received written requests for inclusion
within 15 calendar days after delivery of the Piggyback Notice, subject to
SECTION 4.2. The Holders may withdraw all or part of the Registrable Securities
from a Piggyback Registration at any time before the third calendar day
immediately preceding the effective date of such Piggyback Registration.

         4.2 PRIORITY ON PIGGYBACK REGISTRATIONS. The Company will cause the
managing underwriter or underwriters of a proposed Underwritten Offering to
permit the Holders that have requested Registrable Securities to be included in
the Piggyback Registration to include all such Registrable Securities on the
same terms and conditions as any similar securities, if any, of the Company.
Notwithstanding the foregoing, if the managing underwriter or underwriters of
such



                                      -8-
<PAGE>

Underwritten Offering advises the Company and the selling Holder or Holders
that the total amount of securities that the Company, such Holders and any other
Persons having rights to participate in such Piggyback Registration ("OTHER
HOLDERS") propose to include in such offering is such as to materially and
adversely affect the success of such Underwritten Offering, then:

             (a) if such Piggyback Registration is a primary registration by the
         Company for its own account, the Company will include in such Piggyback
         Registration: (i) first, all securities to be offered by the Company;
         and (ii) second, up to the full aggregate principal amount of
         securities requested to be included in such Piggyback Registration by
         the Holders and Other Holders having rights to participate in such
         Piggyback Registration (allocated PRO RATA among such Holders and Other
         Holders on the basis of the aggregate principal amount of securities
         requested to be included therein by each such Holder or Other Holder)
         so that the total aggregate principal amount of securities to be
         included in such Underwritten Offering is the full aggregate principal
         amount that, in the opinion of such managing underwriter or
         underwriters, can be sold without materially and adversely affecting
         the success of such Underwritten Offering; and

             (b) if such Piggyback Registration is an underwritten secondary
         registration for the account of holders of securities of the Company,
         the Company will include in such registration: (i) first, all
         securities of the Persons exercising "demand" registration rights
         requested to be included therein (including without limitation the
         Person who demands registration and any Persons who are entitled to
         participate in such Piggyback Registration pursuant to the same
         agreement as the Person demanding such registration); and (ii) second,
         up to the full aggregate principal amount of securities requested to be
         included in such Piggyback Registration by the Holders and Other
         Holders having rights to participate in such Piggyback Registration
         (allocated PRO RATA among such Holders and Other Holders on the basis
         of the aggregate principal amount of securities requested to be
         included therein by each such Holder or Other Holder) so that the total
         aggregate principal amount of securities to be included in such
         Underwritten Offering is the full aggregate principal amount that, in
         the written opinion of such managing underwriter or underwriters, can
         be sold without materially and adversely affecting the success of such
         Underwritten Offering.

Similarly, notwithstanding the first sentence of this SECTION 4.2, if the
managing underwriter or underwriters of such Underwritten Offering advises the
Company and selling Holders that inclusion of a particular kind of securities in
such Underwritten Offering is likely to materially and adversely affect the
success of such Underwritten Offering, the Company will exclude from such
Underwritten Offering all securities of that kind proposed to be included.

                        Article V. RESTRICTIONS ON SALE

         Each Holder whose Registrable Securities are covered by a Registration
Statement filed pursuant to ARTICLE II, III or IV hereof agrees, if such Holder
is so requested (pursuant to a timely written notice) by the managing
underwriter or underwriters in any Underwritten Offering by the Company for its
own account, not to effect any public or private sale or distribution of any
Registrable Securities (except as part of such Underwritten Offering), including
a sale pursuant to Rule 144, during the 10 calendar days prior to, and the 90
calendar days following, the closing



                                      -9-
<PAGE>

date of such Underwritten Offering. In the event of such a request, the Company
may impose, during such period, appropriate stop-transfer instructions with
respect to the Registrable Securities subject to such restrictions. If a request
is made pursuant to this ARTICLE V, the time period during which the Shelf
Registration Statement is required to remain continuously effective pursuant to
ARTICLE II will be extended by 100 calendar days or such shorter period that
will terminate when all Registrable Securities covered by the Shelf Registration
Statement (and not included in the Underwritten Offering) have been sold
pursuant to the Shelf Registration Statement.

                      Article VI. PROCEDURES AND EXPENSES

         6.1 REGISTRATION PROCEDURES. In connection with the Company's
registration obligations pursuant to ARTICLES II, III and IV, the Company will
effect such registrations to permit the sale of Registrable Securities by a
Holder in accordance with the intended method or methods of disposition thereof,
and pursuant thereto the Company will as promptly as reasonably practicable:

             (a) Prepare and file with the SEC a Registration Statement or
Registration Statements on Form S-1, Form S-3 or other appropriate form under
the Securities Act available for the sale of the Registrable Securities by the
selling Holder in accordance with the intended method or methods of distribution
thereof; PROVIDED, HOWEVER, that the Company (i) will, before filing, furnish to
the selling Holder, its counsel and the managing underwriter or underwriters, if
any, copies of the Registration Statement or Prospectus proposed to be filed,
which documents will be subject to the review of such Holder, its counsel and
such underwriters, (ii) will provide such Persons with a reasonable opportunity
to review and comment on such Registration Statement or Prospectus, and (iii)
will not file any such Registration Statement or Prospectus to which the selling
Holder, its counsel or such underwriter, if any, shall reasonably object on a
timely basis.

             (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary;
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 provision then in force) under the Securities Act; 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 methods of disposition by the selling Holder set
forth in such Registration Statement as so amended, or in such Prospectus as so
supplemented.

             (c) Promptly notify selling Holder, its counsel and the managing
underwriter or underwriters, if any, orally (with subsequent written
confirmation) (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to a 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 suspending
the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect



                                      -10-
<PAGE>

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 any
event which makes any statement made in such Registration Statement or
Prospectus untrue in any material respect or which requires the making of any
changes in a Registration Statement or Prospectus or other documents so that,
(A) in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
(B) in the case of the Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vi) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.

             (d) Use its 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, at the earliest
practicable date.

             (e) If requested by the managing underwriter or underwriters, if
any, or the selling Holder, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment such information as the managing underwriter or
underwriters, if any, and such selling Holder agree should be included therein
under applicable law and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; PROVIDED, HOWEVER, that the
Company will not be required to take any actions under this SECTION 6.1(e) that
are not, in the opinion of counsel for the Company, in compliance with
applicable law.

             (f) Furnish to the selling Holder, its counsel and each managing
underwriter, if any, at least one conformed copy of the Registration Statement
and any post-effective amendment thereto, including financial statements (but
excluding all schedules, all documents incorporated or deemed incorporated
therein by reference and all exhibits).

             (g) Deliver to the selling Holder, its counsel and the managing
underwriter or underwriters, if any, as many copies of the Prospectus relating
to such Registrable Securities (including each preliminary Prospectus) and any
amendment or supplement thereto as such Persons may reasonably request and, by
such delivery, the Company will be deemed to have consented to the use of such
Prospectus or such amendment or supplement thereto by the selling Holder and the
underwriter or underwriters, if any, in connection with the offering and sale of
the Registrable Securities covered by such Prospectus or any amendment or
supplement thereto.

             (h) Prior to any public offering of Registrable Securities,
register or qualify, or cooperate with the selling Holder, the managing
underwriter or underwriters, if any, and their respective counsel 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
the selling Holder or underwriter or underwriters reasonably request in writing;
keep each such registration or



                                      -11-
<PAGE>

qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective; and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of the Registrable Securities covered by the Registration
Statement; PROVIDED, HOWEVER, that the Company will not be required to (i)
qualify generally to do business in any jurisdiction in which it is not then so
qualified or (ii) take any action that would subject it to general service of
process in any jurisdiction in which it is not then so subject.

             (i) Cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities within the United States as necessary,
except where such registration or approval is required solely as a consequence
of the nature of the selling Holder's business, in which case the Company will
use its reasonable best efforts to enable the selling Holder to make or obtain
such registration or approval and to consummate the disposition of such
Registrable Securities.

             (j) Cooperate with the selling Holder and the managing underwriter
or underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates
will not bear any restrictive legends, and cause such certificates to be in such
denominations and registered in such names as the managing underwriter or
underwriters, if any, shall request at least two Business Days prior to any sale
of Registrable Securities to the managing underwriter or underwriters.

             (k) As promptly as practicable upon the occurrence of any event
contemplated by SECTION 6.1(c)(v) or 6.1(c)(vi) hereof, prepare a supplement or
post-effective amendment to each Registration Statement or a supplement to the
related Prospectus, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

             (l) Enter into such agreements (including, in the event of an
Underwritten Offering, an underwriting agreement in form, scope and substance as
is customary in Underwritten Offerings) and take all such other actions in
connection therewith (including those reasonably requested by the selling Holder
or, in the event of an Underwritten Offering, those reasonably requested by the
managing underwriter or underwriters) reasonably necessary or desirable to
expedite or facilitate the disposition of such Registrable Securities, and in
such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (i) make such
representations and warranties to the selling Holder and the managing
underwriter or underwriters, if any, with respect to the business of the Company
and its subsidiaries, the Registration Statement or Prospectus, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
Underwritten Offerings and confirm the same if and when requested, (ii) use its
reasonable best efforts to obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriter or underwriters, if any, and
the selling Holder) addressed to the selling Holder and the managing underwriter
or underwriters, if any, covering the matters customarily covered in opinions
requested in Underwritten Offerings and such other matters as may be reasonably
requested by



                                      -12-
<PAGE>

the selling Holder and managing underwriter or underwriters, if any, including
without limitation the matters referred to in clause (i) above, (iii) use its
reasonable best efforts to obtain "comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data is, or is required to be, included in the Registration Statement),
addressed to the selling Holder and each of the managing underwriter or
underwriters, if any, such letters to be in customary form and covering matters
of the type customarily covered in "comfort" letters in connection with
Underwritten Offerings, and (iv) deliver such documents and certificates as may
be reasonably requested by the selling Holder, its counsel or the managing
underwriter or underwriters, if any, to evidence the continued validity of the
representations and warranties of the Company and its subsidiaries made pursuant
to clause (i) above and to evidence compliance with any customary conditions
contained in the underwriting agreement or similar agreement entered into by the
Company. The foregoing actions will be taken in connection with each closing
under such underwriting or similar agreement as and to the extent required
thereunder.

             (m) Make available for inspection by a representative of the
selling Holder, any underwriter and any attorney or accountant retained by such
selling Holder or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the officers, directors and employees of the Company and its subsidiaries
to supply all information reasonably requested by any such representative,
underwriter, attorney or accountant in connection with such Registration
Statement; PROVIDED, HOWEVER, that any records, information or documents that
are designated by the Company in writing as confidential at the time of delivery
of such records, information or documents will be kept confidential by such
Persons unless (i) such records, information or documents are in the public
domain or otherwise publicly available (other than by reason of breach of this
confidentiality provision), (ii) disclosure of such records, information or
documents is required by court or administrative order or is necessary to
respond to inquires of regulatory authorities, or (iii) disclosure of such
records, information or documents, in the opinion of counsel to such Person, is
otherwise required by law or regulation (including without limitation pursuant
to the requirements of the Securities Act or regulations promulgated
thereunder); PROVIDED, HOWEVER, that in the case of subsections (ii) and (iii)
hereof, prior to making such disclosure the Holder will, subject to applicable
law, advise and consult with the Company and its counsel as to such disclosure
and the nature and wording of such disclosure and will use its reasonable best
efforts to obtain, at the Company's expense, confidential treatment therefor.

             (n) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements satisfying
the provisions of Section 11(a) of the Securities Act, PROVIDED that the Company
shall be deemed to have complied with this SECTION 6.1(n) if it has satisfied
the provisions of Rule 158 under the Securities Act (or any similar rule
promulgated under the Securities Act).

         6.2 INFORMATION FROM STOCKHOLDER.

             (a) The Company may require each Holder including its Registrable
Securities in any Registration Statement to furnish to the Company such
information regarding the Holder and its plan and method of distribution of such
Registrable Securities as the Company



                                      -13-
<PAGE>

may, from time to time, reasonably request in writing. The Company may refuse to
proceed with the registration of such Holder's Registrable Securities if such
Holder unreasonably fails to furnish such information within a reasonable time
after receiving such request.

             (b) Each selling Holder will as expeditiously as possible (i)
notify the Company of the occurrence of any event that makes any statement made
in a Registration Statement or Prospectus regarding such selling Holder untrue
in any material respect or that requires the making of any changes in a
Registration Statement or Prospectus so that, in such regard, (A) in the case of
a Registration Statement, it will not contain any untrue statement of a material
fact or omit any material fact required to be stated therein or necessary to
make the statements not misleading and (B) in the case of a Prospectus, it will
not contain any untrue statement of a material fact or omit any material fact
required to be stated or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading and (ii) provide
the Company with such information as may be required to enable the Company to
prepare a supplement or post-effective amendment to any such Registration
Statement or a supplement to such Prospectus as contemplated by SECTION 6.1(k).

             (c) With respect to any Underwritten Offering, the inclusion of a
Holder's Registrable Securities therein will be conditioned upon the execution
and delivery by such Holder of an underwriting agreement in form, scope and
substance as is customary in Underwritten Offerings.

         6.3 SUSPENSION OF DISPOSITION. Each selling Holder will be deemed to
have agreed that, upon receipt of any notice from the Company of the occurrence
of any event of the kind described in SECTION 6.1(c)(ii), 6.1(c)(iii),
6.1(c)(iv), 6.1(c)(v) or 6.1(c)(vi), such Holder will discontinue disposition of
Registrable Securities covered by a Registration Statement or Prospectus until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by SECTION 6.1(k) or until it is advised in writing (the "ADVICE")
by the Company that the use of the applicable Prospectus may be resumed and has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus. In the event the
Company shall give any such notice, the period of time set forth in SECTION 2.1
or SECTION 3.5 will be extended by the number of days during the time period
from and including the date of the giving of such notice to and including the
date when each seller of Registrable Securities covered by such Registration
Statement shall have received (i) the copies of the supplemented or amended
Prospectus contemplated by SECTION 6.1(k) or (ii) the Advice.

         6.4 REGISTRATION EXPENSES.

             (a) Subject to SECTION 2.2(c) and 3.4, all fees and expenses
incurred by the Company in complying with ARTICLES II, III and IV and SECTION
6.1 ("REGISTRATION EXPENSES") will be borne by the Company. Such fees and
expenses will 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 securities or blue sky laws (including without
limitation reasonable fees and disbursements of counsel for the underwriters and
selling Holder in connection with blue sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable



                                      -14-
<PAGE>

Securities for investment under the laws of such jurisdictions as the managing
underwriter or underwriters, if any, or the selling Holder may designate)), (ii)
printing expenses (including without limitation the expenses of printing
Prospectuses if the printing of Prospectuses is requested by the selling
Holder), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees
and disbursements of counsel for the Company, (v) reasonable fees and
disbursements of one counsel for all selling Holders and Other Holders
collectively (which counsel will be selected by Holders and Other Holders
holding a majority of the aggregate principal amount of securities sought to be
included in the Registration Statement), (vi) reasonable fees and disbursements
of all independent certified public accountants referred to in SECTION
6.1(n)(iii) (including the expenses of any special audit and "comfort" letters
required by or incident to such performance), (vii) reasonable fees and expenses
of any "qualified independent underwriter" or other independent appraiser
participating in an offering pursuant to Section 2720(c) of the Conduct Rules of
the National Association of Securities Dealers, Inc., and (viii) reasonable fees
and expenses of all other Persons retained by the Company. In addition, the
Company will pay its internal expenses (including without limitation all
salaries and expenses of its officers and employees performing legal or
accounting duties) and the expense of any annual audit.

             (b) Notwithstanding anything to the contrary herein contained, all
underwriting fees, discounts, selling commissions and transfer taxes applicable
to the sale of Registrable Securities will be borne by the Holder owning such
Registrable Securities.

             (c) Notwithstanding anything to the contrary herein contained,
each selling Holder may have its own separate counsel in connection with the
registration of any of its Registrable Securities, which counsel may
participate therein to the full extent provided herein; PROVIDED, HOWEVER,
that all fees and expenses of such separate counsel will be paid for by such
selling Holder.

                          Article VII. INDEMNIFICATION

         7.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
harmless, to the fullest extent permitted by law, each Holder owning Registrable
Securities registered pursuant to this Agreement, its officers, directors,
trustees, agents and employees, each Person who controls such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, trustees, agents and employees of any such
controlling Person, from and against all losses, claims, damages, liabilities,
costs (including without limitation the costs of investigation and attorneys'
fees) and expenses (collectively, "Losses"), as incurred, arising out of or
based upon any untrue or alleged untrue statement of a material fact contained
or incorporated by reference in any Registration Statement, Prospectus or
preliminary prospectus, or arising out of or based upon 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 the
same are based solely upon information furnished in writing to the Company by or
on behalf of such Holder expressly for use therein; PROVIDED, HOWEVER, that the
Company will not be liable to any Holder to the extent that any such Losses
arise out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any preliminary prospectus if either (i)
(A) such Holder failed to send or deliver a copy of the Prospectus with or prior
to the delivery of written confirmation of



                                      -15-
<PAGE>

the sale by such Holder of a Registrable Security to the Person asserting the
claim from which such Losses arise and (B) the Prospectus would have completely
corrected such untrue statement or alleged untrue statement or such omission or
alleged omission or (ii) such untrue statement or alleged untrue statement or
such omission or alleged omission is completely corrected in an amendment or
supplement to the Prospectus previously furnished by or on behalf of the
Company, such Holder was furnished with copies of the Prospectus as so amended
or supplemented, and such Holder thereafter failed to deliver such Prospectus as
so amended or supplemented prior to or concurrently with the sale of a
Registrable Security to the Person asserting the claim from which such Losses
arise.

         7.2 INDEMNIFICATION BY HOLDERS. Each Holder (severally and not jointly)
will indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its officers, directors, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act), and the directors, officers, agents and employees of
any such controlling Person, from and against all Losses, as incurred, arising
out of or based upon any untrue statement of a material fact contained or
incorporated by reference in any Registration Statement, Prospectus or
preliminary prospectus, or arising out of or based upon any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, to the extent, but only to the extent, that such untrue
statement or omission was made in reliance upon and in conformity with
information so furnished in writing by or on behalf of such Holder to the
Company expressly for use in such Registration Statement, Prospectus or
preliminary prospectus. In no event will the liability of any Holder hereunder
be greater in amount than the dollar amount of the proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.

         7.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Person becomes
entitled to indemnity hereunder (an "INDEMNIFIED PARTY"), such Indemnified Party
will give prompt notice to the party from which such indemnity is sought (the
"INDEMNIFYING PARTY") of any claim or of the commencement of any action or
proceeding with respect to which such Indemnified Party seeks indemnification or
contribution pursuant hereto; PROVIDED, HOWEVER, that the failure to so notify
the Indemnifying Party will not relieve the Indemnifying Party from any
obligation or liability except to the extent that the Indemnifying Party has
been prejudiced materially by such failure. If such an action or proceeding is
brought against the Indemnified Party, the Indemnifying Party will be entitled
to participate therein and, to the extent it may elect by written notice
delivered to the Indemnified Party promptly after receiving the notice referred
to in the immediately preceding sentence, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the
foregoing, the Indemnified Party will have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel will be at the
expense of the Indemnified Party unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying
Party shall not have employed counsel (reasonably satisfactory to the
Indemnified Party) to take charge of such action or proceeding within a
reasonable time after notice of commencement thereof, or (iii) the Indemnified
Party reasonably shall have concluded that there may be defenses or actions
available to it which are different from or additional to those available to the
Indemnifying Party which, if the Indemnifying Party and the Indemnified Party
were to be represented by the same counsel, could result in a conflict of
interest for such counsel or



                                      -16-
<PAGE>

materially prejudice the prosecution of defenses or actions available to the
Indemnified Party. If any of the events specified in clause (i), (ii) or (iii)
of the immediately preceding sentence are applicable, then the fees and expenses
of separate counsel for the Indemnified Party shall be borne by the Indemnifying
Party. If, in any case, the Indemnified Party employs separate counsel, the
Indemnifying Party will not have the right to direct the defense of such action
or proceeding on behalf of the Indemnified Party. All fees and expenses required
to be paid to the Indemnified Party pursuant to this ARTICLE VII will be paid
periodically during the course of the investigation or defense, as and when
reasonably itemized bills therefor are delivered to the Indemnifying Party in
respect of any particular Loss that is incurred. Notwithstanding anything to the
contrary contained in this SECTION 7.3, an Indemnifying Party will not be liable
for the settlement of any action or proceeding effected without its prior
written consent. The Indemnifying Party will not consent to entry of any
judgment or enter into any settlement or otherwise seek to terminate any action
or proceeding in which any Indemnified Party is or could be a party and as to
which indemnification or contribution could be sought by such Indemnified Party
under this ARTICLE VII, unless such judgment, settlement or other termination
provides solely for the payment of money and includes as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release, in form and substance satisfactory to the Indemnified Party, from all
liability in respect of such claim or litigation for which such Indemnified
Party would be entitled to indemnification hereunder.

         7.4 CONTRIBUTION, ETC.

             (a) If the indemnification provided for in this ARTICLE VII is
unavailable to an Indemnified Party under SECTION 7.1 or 7.2 in respect of any
Losses or is insufficient to hold such Indemnified Party harmless, then each
applicable Indemnifying Party (severally and not jointly), in lieu of
indemnifying such Indemnified Party, will contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Party or
Indemnifying Parties, on the one hand, and such Indemnified Party, on the other
hand, in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party or Indemnifying Parties, on the one hand, and
such Indemnified Party, on the other hand, will be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or related to information supplied by,
such Indemnifying Party or Indemnifying Parties or such Indemnified Party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses will be deemed to include any legal
or other fees or expenses incurred by such party in connection with any action
or proceeding.

             (b) The parties hereto agree that it would not be just and
equitable if contribution pursuant to this SECTION 7.4 were determined by PRO
RATA allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding anything contained in this SECTION 7.4 to the
contrary, an Indemnifying Party that is a selling Holder will not be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities were sold by such selling Holder to the public
exceeds the amount of any damages which such selling



                                      -17-
<PAGE>

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)
will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

             (c) The provisions of this ARTICLE VII will survive indefinitely,
notwithstanding any transfer of the Registrable Securities by any Holder.

                             Article VIII. RULE 144

         The Company will file all reports required to be filed by it under the
Securities Act and the Exchange Act, and will cooperate with any Holder
(including without limitation by making such 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 the exemptions provided by Rule 144.
Upon the request of any Holder, the Company will deliver to such Holder a
written statement as to whether it has complied with such filing requirements.
Notwithstanding the foregoing, nothing in this ARTICLE VIII will require the
Company to register any securities, or file any reports, under the Exchange Act
if such registration or filing is not required under the Exchange Act.

                           Article IX. MISCELLANEOUS

         9.1 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made by
delivery in person, by courier service, by facsimile transmission or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this SECTION
9.1):

             (a) If to the Company:

                 Alderwoods Group, Inc.
                 Attention:  Bradley D. Stam, Esq.
                 Senior Vice President, Legal & Asset Management
                 2225 Sheppard Avenue East
                 11th Floor, Atria III
                 Toronto, Ontario M2J 5C2
                 Facsimile Number:         (416) 498-2466
                 Telephone Number:         (416) 498-2462

             (b) If to a Holder, to the then-current address thereof contained
in the records of the Company, which initially shall be, with respect to each
Stockholder, the address thereof set forth on the signature page hereto.

All such notices and communications will be deemed to have been delivered or
given: upon delivery, if personally delivered; one Business Day after being
dispatched, if dispatched by same-day or next-day courier guaranteeing timely
delivery; when receipt acknowledged, if sent by facsimile transmission; and five
Business Days after being deposited in the mail, if mailed.


                                      -18-
<PAGE>

         9.2 ASSIGNMENT. Neither this Agreement nor the rights and obligations
hereunder may be assigned by operation of law or otherwise (except that this
Agreement and rights and obligations hereunder may be assigned by any Holder to
a Permitted Transferee thereof, which Permitted Transferee shall be deemed to be
a Holder and a party hereto for all purposes of this Agreement upon receipt by
the Company of such Permitted Transferee's written agreement to be bound by the
terms hereof). Notwithstanding the foregoing, nothing herein contained shall
restrict the right of any Holder to transfer securities of the Company held by
it.

         9.3 NO THIRD-PARTY BENEFICIARIES. This Agreement will be binding upon
and inure solely to the benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

         9.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the parties
with respect to the subject matter hereof.

         9.5 AMENDMENT AND WAIVER. This Agreement may not be amended or modified
or any provision hereof waived except by an instrument in writing signed by the
Company and both (x) Holders of at least a majority of the aggregate principal
amount of Registrable Securities then outstanding and (y) each Holder of 10% or
more of the aggregate principal amount of Registrable Securities then
outstanding. Notwithstanding anything contained herein to the contrary, a waiver
that does not adversely affect all of the parties hereto may be executed by only
the adversely affected party or parties.

         9.6 HEADINGS. The descriptive headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

         9.7 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or unenforceable under any law or public policy, all other
terms and provisions of this Agreement will nevertheless remain in full force
and effect. Upon such determination that any term or other provision is invalid,
illegal or unenforceable, the parties hereto will endeavor in good faith to
replace the invalid, illegal or unenforceable provisions with valid, legal and
enforceable provisions the economic effect of which comes as close as possible
to that of the invalid, illegal or unenforceable provisions.

         9.8 GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.

         9.9 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties will be
entitled to specify performance of the terms hereof, in addition to any other
remedy at law or equity.



                                      -19-
<PAGE>

         9.10 FURTHER ASSURANCES. The parties hereto will do such further acts
and things necessary to ensure that the terms of this Agreement are carried out
and observed.

         9.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which so executed will be deemed to be an original; such
counterparts will together constitute but one agreement.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                      -20-
<PAGE>

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


                                ALDERWOODS GROUP, INC.

                                By:    /s/ BRADLEY D. STAM
                                       -----------------------------------------
                                Name:  Bradley D. Stam
                                Title: Senior Vice President, Legal & Asset
                                       Management


                                ANGELO GORDON & CO.

                                By:    /s/ JEFFREY H. ARONSON
                                       -----------------------------------------
                                Name:  Jeffrey H. Aronson
                                Title: Authorized Signatory

                                Address: 245 Park Avenue, 26th Floor
                                         ---------------------------------------
                                         New York, NY 10167
                                         ---------------------------------------


                                FRANKLIN MUTUAL ADVISERS, LLC

                                By:    /s/ BRADLEY TAKAHASHI
                                       -----------------------------------------
                                Name:  Bradley Takahashi
                                Title: Assistant Vice President

                                Address: 51 John F. Kennedy Parkway
                                         ---------------------------------------
                                         Short Hills, NJ 07078
                                         ---------------------------------------


<PAGE>

                                GSCP RECOVERY, INC.

                                By:    /s/ ROBERT HAMWEE
                                       -----------------------------------------
                                Name:  Robert Hamwee
                                Title: Managing Director

                                Address: 500 Campus Drive
                                         ---------------------------------------
                                         Florham Park, NJ 07932
                                         ---------------------------------------


                                GSC RECOVERY II, L.P.

                                By: GSC Recovery II GP, L.P.,
                                     its general partner

                                  By: GSC RII, LLC,
                                       its general partner

                                     By: GSCP (NJ) Holdings, L.P.,
                                          its sole member

                                         By: GSCP (NJ), Inc.,
                                              its general partner

                                            By:    /s/ ROBERT HAMWEE
                                                   -----------------------------
                                            Name:  Robert Hamwee
                                            Title: Managing Director

                                            Address: 500 Campus Drive
                                                     ---------------------------
                                                     Florham Park, NJ 07932
                                                     ---------------------------


<PAGE>

                                OAKTREE CAPITAL MANAGEMENT, LLC,
                                as agent on behalf of certain funds and accounts

                                By:    /s/ KENNETH LIANG
                                       -----------------------------------------
                                Name:  Kenneth Liang
                                Title: Managing Director

                                By:    /s/ LOWELL W. HILL
                                       -----------------------------------------
                                Name:  Lowell W. Hill
                                Title: Managing Director

                                Address: 333 South Grand Avenue, 28th Floor
                                         ---------------------------------------
                                         Los Angeles, CA 90071
                                         ---------------------------------------