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                                                                  EXECUTION COPY

                            TITAN INTERNATIONAL, INC.

                                  $200,000,000
                       8% Senior Unsecured Notes due 2012

                      unconditionally guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by
                         the guarantors signatory hereto

                                  -------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 28, 2006

Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

            Titan International, Inc., an Illinois corporation (the "Company"),
proposes to issue and sell to the Initial Purchaser (as defined herein) upon the
terms set forth in the Purchase Agreement (as defined herein) its $200,000,000
aggregate principal amount of 8% Senior Unsecured Notes due 2012 (the "Senior
Unsecured Notes"), which are guaranteed by the Guarantors (as defined herein).
As an inducement to the Initial Purchaser to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchaser
thereunder, the Company and each of the Guarantors, jointly and severally, agree
with the Initial Purchaser for the benefit of holders (as defined herein) from
time to time of the Registrable Securities (as defined herein) as follows:

            1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

            "Base Interest" shall mean the interest that would otherwise accrue
      on the Securities under the terms thereof and the Indenture, without
      giving effect to the provisions of this Agreement.

            The term "broker-dealer" shall mean any broker or dealer registered
      with the Commission under the Exchange Act.

            "Closing Date" shall mean the date on which the Securities are
      initially issued.

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            "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

            "Effective Time," in the case of (i) an Exchange Registration, shall
      mean the time and date as of which the Commission declares the Exchange
      Registration Statement effective or as of which the Exchange Registration
      Statement otherwise becomes effective and (ii) a Shelf Registration, shall
      mean the time and date as of which the Commission declares the Shelf
      Registration Statement effective or as of which the Shelf Registration
      Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, as the same shall be amended from time to time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Registration Statement" shall have the meaning assigned
      thereto in Section 2(a) hereof.

            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            "Guarantor" shall have the meaning assigned thereto in the
      Indenture.

            The term "holder" shall mean the Initial Purchaser and each of the
      other persons who acquire Registrable Securities from time to time
      (including any successors or assigns), in each case for so long as such
      person owns any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of December 28, 2006,
      among the Company, the Guarantors and U.S. Bank National Association, as
      Trustee, as the same shall be amended from time to time.

            "Initial Purchaser" shall mean Goldman, Sachs & Co.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

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            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      December 19, 2006, among the Initial Purchaser, the Guarantors and the
      Company relating to the Securities.

            "Registrable Securities" shall mean the Securities; provided,
      however, that a Security shall cease to be a Registrable Security when (i)
      in the circumstances contemplated by Section 2(a) hereof, the Security has
      been exchanged for an Exchange Security in an Exchange Offer as
      contemplated in Section 2(a) hereof (provided that any Exchange Security
      that, pursuant to the last two sentences of Section 2(a), is included in a
      prospectus for use in connection with resales by broker-dealers shall be
      deemed to be a Registrable Security with respect to Sections 5, 6 and 9
      until resale of such Registrable Security has been effected within the
      180-day period referred to in Section 2(a)); (ii) in the circumstances
      contemplated by Section 2(b) hereof, a Shelf Registration Statement
      registering such Security under the Securities Act has been declared or
      becomes effective and such Security has been sold or otherwise transferred
      by the holder thereof pursuant to and in a manner contemplated by such
      effective Shelf Registration Statement; (iii) such Security is sold
      pursuant to Rule 144 under circumstances in which any legend borne by such
      Security relating to restrictions on transferability thereof, under the
      Securities Act or otherwise, is removed by the Company or pursuant to the
      Indenture; (iv) such Security is eligible to be sold pursuant to paragraph
      (k) of Rule 144; or (v) such Security shall cease to be outstanding.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (i) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (ii) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (iii) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing Exchange
      Securities and (iv) a holder that is a broker-dealer, but only with
      respect to Exchange Securities received by such broker-dealer pursuant to
      an Exchange Offer in exchange for Registrable Securities acquired by the
      broker-dealer directly from the Company.

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            "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
      rule promulgated under the Securities Act (or any successor provision), as
      the same shall be amended from time to time.

            "Securities" shall mean, collectively, the Senior Unsecured Notes of
      the Company to be issued and sold to the Initial Purchaser, and securities
      issued in exchange therefor or in lieu thereof pursuant to the Indenture.
      Each Security is entitled to the benefit of the guarantee provided for in
      the Indenture (the "Guarantees") and, unless the context otherwise
      requires, any reference herein to a "Security," an "Exchange Security" or
      a "Registrable Security" shall include a reference to the related
      Guarantees.

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, as the same shall be amended from time to time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.

            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.

            "Special Interest" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

            2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Company agrees to
use commercially reasonable efforts to file under the Securities Act a
registration statement relating to an offer to exchange (such registration
statement, the "Exchange Registration Statement", and such offer, the "Exchange
Offer") any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Company and guaranteed by the Guarantors, which
debt securities and guarantees are substantially identical to the Securities and
the related Guarantees, respectively (and are entitled to the benefits of a
trust indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement
under the Securities Act and do not contain provisions for the additional
interest contemplated in Section 2(c) below (such new debt securities
hereinafter called "Exchange Securities"). The

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Company agrees to use commercially reasonable efforts to cause the Exchange
Registration Statement to become effective under the Securities Act. The
Exchange Offer will be registered under the Securities Act on the appropriate
form and will comply with all applicable tender offer rules and regulations
under the Exchange Act. The Company further agrees to use commercially
reasonable efforts to complete the Exchange Offer no later than 60 days after
its commencement, hold the Exchange Offer open for at least 20 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities and related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 20 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for
a period (the "Resale Period") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a), (c), (d)
and (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt securities or
the related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer has not been completed within 270 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of the
Securities, the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), use
commercially reasonable efforts to file under the Securities Act a "shelf"
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). The Company agrees to use
commercially reasonable efforts (x) to cause the Shelf Registration Statement to
become or be declared effective no later than 180 days after such Shelf
Registration Statement is filed and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the

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Closing Date or such time as there are no longer any Registrable Securities
outstanding, provided, however, that no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the written request of any holder of
Registrable Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement, provided that the Company shall not be required to
file more than one post-effective amendment to the Shelf Registration Statement
during any 90-day period; provided further, however, that nothing in this Clause
(y) shall relieve any such holder of the obligation to return a completed and
signed Notice and Questionnaire to the Company in accordance with Section
3(d)(iii) hereof. The Company further agrees to supplement or make amendments to
the Shelf Registration Statement, as and when required by the rules, regulations
or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

            (c) In the event that (i) the Exchange Offer is not completed (or,
if required pursuant to Section 2(b), the Shelf Registration Statement is not
declared effective) on or before the date that is 270 days after the Closing
Date or (ii) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein), in each case for a period in excess of 45 days
(whether or not consecutive) in any 12-month period (each such event referred to
in clauses (i) and (ii), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, a "Registration Default
Period"), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest ("Special Interest"), in
addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the
first 90 days of the Registration Default Period, at a per annum rate of 0.50%
for the second 90 days of the Registration Default Period, at a per annum rate
of 0.75% for the third 90 days of the Registration Default Period and at a per
annum rate of 1.00% thereafter for the remaining portion of the Registration
Default Period.

            (d) The Company shall take, and shall cause the Guarantors to take,
all actions necessary or advisable to be taken by it to ensure that the
transactions contemplated herein are effected as so contemplated, including all
actions necessary or desirable to register the Guarantees under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

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            (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

            3. Registration Procedures.

            If the Company files a registration statement pursuant to Section
2(a) or Section 2(b), the following provisions shall apply:

            (a) At or before the Effective Time of the Exchange Offer or the
      Shelf Registration, as the case may be, the Company shall qualify the
      Indenture under the Trust Indenture Act of 1939.

            (b) In the event that such qualification would require the
      appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (c) In connection with the Company's obligations with respect to the
      registration of Exchange Securities as contemplated by Section 2(a) (the
      "Exchange Registration"), if applicable, the Company shall:

                  (i) prepare and file with the Commission an Exchange
            Registration Statement on any form which may be utilized by the
            Company and which shall permit the Exchange Offer and resales of
            Exchange Securities by broker-dealers during the Resale Period to be
            effected as contemplated by Section 2(a), and use commercially
            reasonable efforts to cause such Exchange Registration Statement to
            become effective as soon as practicable thereafter;

                  (ii) prepare and file with the Commission such amendments and
            supplements to such Exchange Registration Statement and the
            prospectus included therein as may be necessary to effect and
            maintain the effectiveness of such Exchange Registration Statement
            for the periods and purposes contemplated in Section 2(a) hereof and
            as may be required by the applicable rules and regulations of the
            Commission and the instructions applicable to the form of such
            Exchange Registration Statement, and promptly provide each
            broker-dealer that has notified the Company in writing that it holds
            Exchange Securities with such number of copies of the prospectus
            included therein (as then amended or supplemented), in conformity in
            all material respects with the requirements of the Securities Act
            and the Trust Indenture Act and the rules and regulations of the
            Commission thereunder, as such broker-dealer reasonably may request
            in writing prior to the expiration of the Resale Period, for use in
            connection with resales of Exchange Securities;

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                  (iii) promptly notify each broker-dealer that has requested in
            writing or received copies of the prospectus included in such
            registration statement, and confirm such advice in writing, (A) when
            such Exchange Registration Statement or the prospectus included
            therein or any prospectus amendment or supplement or post-effective
            amendment has been filed, and, with respect to such Exchange
            Registration Statement or any post-effective amendment, when the
            same has become effective, (B) of any comments by the Commission and
            by the blue sky or securities commissioner or regulator of any state
            with respect thereto or any request by the Commission for amendments
            or supplements to such Exchange Registration Statement or prospectus
            or for additional information, (C) of the issuance by the Commission
            of any stop order suspending the effectiveness of such Exchange
            Registration Statement or the initiation or threatening of any
            proceedings for that purpose, (D) if at any time the representations
            and warranties of the Company contemplated by Section 5 cease to be
            true and correct in all material respects, (E) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification of the Exchange Securities for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purpose, or (F) at any time during the Resale Period when a
            prospectus is required to be delivered under the Securities Act,
            that such Exchange Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder or contains an untrue
            statement of a material fact or omits to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                  (iv) in the event that the Company would be required, pursuant
            to Section 3(e)(iii)(F) above, to notify any broker-dealers that
            have notified the Company in writing that they hold Exchange
            Securities, without delay prepare and furnish to each such holder a
            reasonable number of copies of a prospectus supplemented or amended
            so that, as thereafter delivered to purchasers of such Exchange
            Securities during the Resale Period, such prospectus shall conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder and shall not contain an
            untrue statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                  (v) use its best efforts to obtain the withdrawal of any order
            suspending the effectiveness of such Exchange Registration Statement
            or any post-effective amendment thereto at the earliest practicable
            date;

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                  (vi) use its best efforts to (A) register or qualify the
            Exchange Securities under the securities laws or blue sky laws of
            such jurisdictions as are contemplated by Section 2(a) no later than
            the commencement of the Exchange Offer, (B) keep such registrations
            or qualifications in effect and comply with such laws so as to
            permit the continuance of offers, sales and dealings therein in such
            jurisdictions until the expiration of the Resale Period and (C) take
            any and all other actions as may be reasonably necessary or
            advisable to enable each broker-dealer holding Exchange Securities
            to consummate the disposition thereof in such jurisdictions;
            provided, however, that neither the Company nor the Guarantors shall
            be required for any such purpose to (1) qualify as a foreign
            corporation in any jurisdiction wherein it would not otherwise be
            required to qualify but for the requirements of this Section
            3(c)(vi), (2) consent to general service of process in any such
            jurisdiction or (3) make any changes to its certificate of
            incorporation or by-laws or any agreement between it and its
            stockholders;

                  (vii) use its best efforts to obtain the consent or approval
            of each governmental agency or authority, whether federal, state or
            local, which may be required to effect the Exchange Registration,
            the Exchange Offer and the offering and sale of Exchange Securities
            by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
            later than the applicable Effective Time;

                  (ix) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but no later than eighteen months after the
            effective date of such Exchange Registration Statement, an earning
            statement of the Company and its subsidiaries complying with Section
            11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (d) In connection with the Company's obligations with respect to the
      Shelf Registration, if applicable, the Company shall:

                  (i) prepare and file with the Commission a Shelf Registration
            Statement on any form which may be utilized by the Company and which
            shall register all of the Registrable Securities for resale by the
            holders thereof in accordance with such method or methods of
            disposition as may be specified by such of the holders as, from time
            to time, may be Electing Holders and use commercially reasonable
            efforts to cause such Shelf Registration Statement to become
            effective as soon as practicable but in any case within the time
            periods specified in Section 2(b);

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                  (ii) not less than 30 calendar days prior to the Effective
            Time of the Shelf Registration Statement, mail the Notice and
            Questionnaire to the holders of Registrable Securities; no holder
            shall be entitled to be named as a selling securityholder in the
            Shelf Registration Statement as of the Effective Time, and no holder
            shall be entitled to use the prospectus forming a part thereof for
            resales of Registrable Securities at any time, unless such holder
            has returned a completed and signed Notice and Questionnaire to the
            Company by the deadline for response set forth therein; provided,
            however, holders of Registrable Securities shall have at least 28
            calendar days from the date on which the Notice and Questionnaire is
            first mailed to such holders to return a completed and signed Notice
            and Questionnaire to the Company;

                  (iii) after the Effective Time of the Shelf Registration
            Statement, upon the written request of any holder of Registrable
            Securities that is not then an Electing Holder, promptly send a
            Notice and Questionnaire to such holder; provided that the Company
            shall not be required to take any action to name such holder as a
            selling securityholder in the Shelf Registration Statement or to
            enable such holder to use the prospectus forming a part thereof for
            resales of Registrable Securities until such holder has returned a
            completed and signed Notice and Questionnaire to the Company;

                  (iv) prepare and file with the Commission such amendments and
            supplements to such Shelf Registration Statement and the prospectus
            included therein as may be necessary to effect and maintain the
            effectiveness of such Shelf Registration Statement for the period
            specified in Section 2(b) hereof and as may be required by the
            applicable rules and regulations of the Commission and the
            instructions applicable to the form of such Shelf Registration
            Statement, and furnish to the Electing Holders a copy of any such
            supplement or amendment;

                  (v) comply with the provisions of the Securities Act with
            respect to the disposition of all of the Registrable Securities
            covered by such Shelf Registration Statement in accordance with the
            intended methods of disposition by the Electing Holders provided for
            in such Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
            (which term, for purposes of this Exchange and Registration Rights
            Agreement, shall include a person deemed to be an underwriter within
            the meaning of Section 2(a)(11) of the Securities Act), if any,
            thereof, (C) any sales or placement agent therefor, (D) counsel for
            any such underwriter or agent and (E) not more than one counsel for
            all the Electing Holders the opportunity to participate in the
            preparation of such Shelf Registration Statement, each prospectus
            included therein or filed with the Commission and each amendment or
            supplement thereto;

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                  (vii) for a reasonable period prior to the filing of such
            Shelf Registration Statement, and throughout the period specified in
            Section 2(b), make available at reasonable times at the Company's
            principal place of business or such other reasonable place for
            inspection by the persons referred to in Section 3(d)(vi) who shall
            certify to the Company that they have a current intention to sell
            the Registrable Securities pursuant to the Shelf Registration such
            financial and other information and books and records of the
            Company, and cause the officers, employees, counsel and independent
            certified public accountants of the Company to respond to such
            inquiries, as shall be reasonably necessary, in the judgment of the
            respective counsel referred to in such Section, to conduct a
            reasonable investigation within the meaning of Section 11 of the
            Securities Act; provided, however, that each such party shall first
            agree in writing with the Company that any information that is
            reasonably designated by the Company in writing as confidential at
            the time of delivery of such information shall be kept confidential
            by such persons and shall be used solely for the purposes of
            exercising rights under this agreement, until such time as (A) such
            information becomes a matter of public record (whether by virtue of
            its inclusion in such registration statement or otherwise), or (B)
            such person shall be required so to disclose such information
            pursuant to a subpoena or order of any court or other governmental
            agency or body having jurisdiction over the matter (subject to the
            requirements of such order, and only after such person shall have
            given the Company prompt prior written notice of such requirement),
            or (C) such information is required to be set forth in such Shelf
            Registration Statement or the prospectus included therein or in an
            amendment to such Shelf Registration Statement or an amendment or
            supplement to such prospectus in order that such Shelf Registration
            Statement, prospectus, amendment or supplement, as the case may be,
            complies with applicable requirements of the federal securities laws
            and the rules and regulations of the Commission and does not contain
            an untrue statement of a material fact or omit to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading in light of the circumstances then
            existing;

                  (viii) promptly notify each of the Electing Holders, any sales
            or placement agent therefor and any underwriter thereof (which
            notification may be made through any managing underwriter that is a
            representative of such underwriter for such purpose) and confirm
            such advice in writing, (A) when such Shelf Registration Statement
            or the prospectus included therein or any prospectus amendment or
            supplement or post-effective amendment has been filed, and, with
            respect to such Shelf Registration Statement or any post-effective
            amendment, when the same has become effective, (B) of any comments
            by the Commission and by the blue sky or securities commissioner or
            regulator of any state with respect thereto or any request by the
            Commission for amendments or supplements to such Shelf Registration
            Statement or prospectus or for additional information,

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            (C) of the issuance by the Commission of any stop order suspending
            the effectiveness of such Shelf Registration Statement or the
            initiation or threatening of any proceedings for that purpose, (D)
            if at any time the representations and warranties of the Company
            contemplated by Section 3(d)(xvii) or Section 5 cease to be true and
            correct in all material respects, (E) of the receipt by the Company
            of any notification with respect to the suspension of the
            qualification of the Registrable Securities for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purpose, or (F) if at any time when a prospectus is required to
            be delivered under the Securities Act, that such Shelf Registration
            Statement, prospectus, prospectus amendment or supplement or
            post-effective amendment does not conform in all material respects
            to the applicable requirements of the Securities Act and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder or contains an untrue statement of a material fact or
            omits to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading in light of
            the circumstances then existing;

                  (ix) use its best efforts to obtain the withdrawal of any
            order suspending the effectiveness of such registration statement or
            any post-effective amendment thereto at the earliest practicable
            date;

                  (x) if requested in writing by any managing underwriter or
            underwriters, any placement or sales agent or any Electing Holder,
            promptly incorporate in a prospectus supplement or post-effective
            amendment such information as is required by the applicable rules
            and regulations of the Commission and as such managing underwriter
            or underwriters, such agent or such Electing Holder specifies should
            be included therein relating to the terms of the sale of such
            Registrable Securities, including information with respect to the
            principal amount of Registrable Securities being sold by such
            Electing Holder or agent or to any underwriters, the name and
            description of such Electing Holder, agent or underwriter, the
            offering price of such Registrable Securities and any discount,
            commission or other compensation payable in respect thereof, the
            purchase price being paid therefor by such underwriters and with
            respect to any other terms of the offering of the Registrable
            Securities to be sold by such Electing Holder or agent or to such
            underwriters; and make all required filings of such prospectus
            supplement or post-effective amendment promptly after notification
            of the matters to be incorporated in such prospectus supplement or
            post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
            agent, if any, therefor, each underwriter, if any, thereof and the
            respective counsel referred to in Section 3(d)(vi), an executed copy
            (or, in the case of an Electing Holder, a conformed copy) of such
            Shelf Registration Statement, each such amendment and supplement
            thereto (in each case including all exhibits thereto (in the case of
            an Electing Holder of

                                       12

<PAGE>

            Registrable Securities, upon request) and documents incorporated by
            reference therein) and such number of copies of such Shelf
            Registration Statement (excluding exhibits thereto and documents
            incorporated by reference therein unless specifically so requested
            by such Electing Holder, agent or underwriter, as the case may be),
            provided that the Company has agreed to do so in any underwriting
            agreement; and furnish to each Electing Holder, each placement or
            sales agent, if any, therefor, each underwriter, if any, thereof and
            the respective counsel referred to in Section 3(d)(vi), a copy of
            the prospectus included in such Shelf Registration Statement
            (including each preliminary prospectus and any summary prospectus),
            in conformity in all material respects with the applicable
            requirements of the Securities Act and the Trust Indenture Act and
            the rules and regulations of the Commission thereunder, and such
            other documents, as such Electing Holder, agent, if any, and
            underwriter, if any, may reasonably request in writing in order to
            facilitate the offering and disposition of the Registrable
            Securities owned by such Electing Holder, offered or sold by such
            agent or underwritten by such underwriter and to permit such
            Electing Holder, agent and underwriter to satisfy the prospectus
            delivery requirements of the Securities Act; and the Company hereby
            consents to the use of such prospectus (including such preliminary
            and summary prospectus) and any amendment or supplement thereto by
            each such Electing Holder and by any such agent and underwriter, in
            each case in the form most recently provided to such person by the
            Company, in connection with the offering and sale of the Registrable
            Securities covered by the prospectus (including such preliminary and
            summary prospectus) or any supplement or amendment thereto;

                  (xii) use best efforts to (A) register or qualify the
            Registrable Securities to be included in such Shelf Registration
            Statement under such securities laws or blue sky laws of such
            jurisdictions as any Electing Holder and each placement or sales
            agent, if any, therefor and underwriter, if any, thereof shall
            reasonably request in writing, (B) keep such registrations or
            qualifications in effect and comply with such laws so as to permit
            the continuance of offers, sales and dealings therein in such
            jurisdictions during the period the Shelf Registration is required
            to remain effective under Section 2(b) above and for so long as may
            be necessary to enable any such Electing Holder, agent or
            underwriter to complete its distribution of Securities pursuant to
            such Shelf Registration Statement, but not to extend the required
            period of effectiveness of such Shelf Registration Statement and (C)
            take any and all other actions as may be reasonably necessary or
            advisable to enable each such Electing Holder, agent, if any, and
            underwriter, if any, to consummate the disposition in such
            jurisdictions of such Registrable Securities; provided, however,
            that neither the Company nor the Guarantors shall be required for
            any such purpose to (1) qualify as a foreign corporation in any
            jurisdiction wherein it would not otherwise be required to qualify
            but for the requirements of this Section 3(d)(xii), (2) consent to
            general service of process in any such

                                       13

<PAGE>

            jurisdiction or (3) make any changes to its certificate of
            incorporation or by-laws or any agreement between it and its
            stockholders;

                  (xiii) use its best efforts to obtain the consent or approval
            of each governmental agency or authority, whether federal, state or
            local, which may be required to effect the Shelf Registration or the
            offering or sale in connection therewith or to enable the selling
            holder or holders to offer, or to consummate the disposition of,
            their Registrable Securities;

                  (xiv) unless any Registrable Securities shall be in book-entry
            only form, cooperate with the Electing Holders and the managing
            underwriters, if any, to facilitate the timely preparation and
            delivery of certificates representing Registrable Securities to be
            sold, which certificates, if so required by any securities exchange
            upon which any Registrable Securities are listed, shall be penned,
            lithographed or engraved, or produced by any combination of such
            methods, on steel engraved borders, and which certificates shall not
            bear any restrictive legends; and, in the case of an underwritten
            offering, enable such Registrable Securities to be in such
            denominations and registered in such names as the managing
            underwriters may request in writing at least two business days prior
            to any sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
            not later than the applicable Effective Time;

                  (xvi) enter into one or more underwriting agreements,
            engagement letters, agency agreements, "best efforts" underwriting
            agreements or similar agreements, as appropriate, including
            customary provisions relating to indemnification and contribution,
            and take such other actions in connection therewith as any Electing
            Holders aggregating at least 20% in aggregate principal amount of
            the Registrable Securities at the time outstanding shall request in
            writing in order to expedite or facilitate the disposition of such
            Registrable Securities;

                  (xvii) whether or not an agreement of the type referred to in
            Section 3(d)(xvi) hereof is entered into and whether or not any
            portion of the offering contemplated by the Shelf Registration is an
            underwritten offering or is made through a placement or sales agent
            or any other entity, (A) make such representations and warranties to
            the Electing Holders and the placement or sales agent, if any,
            therefor and the underwriters, if any, thereof in form, substance
            and scope as are customarily made in connection with an offering of
            debt securities pursuant to any appropriate agreement or to a
            registration statement filed on the form applicable to the Shelf
            Registration; (B) obtain an opinion of counsel to the Company in
            customary form and covering such matters, of the type customarily
            covered by such an opinion, as the managing underwriters, if any, or
            as any Electing Holders of at least 20% in aggregate principal
            amount of the

                                       14

<PAGE>

            Registrable Securities at the time outstanding may reasonably
            request in writing, addressed to such Electing Holder or Electing
            Holders and the placement or sales agent, if any, therefor and the
            underwriters, if any, thereof and dated the effective date of such
            Shelf Registration Statement (and if such Shelf Registration
            Statement contemplates an underwritten offering of a part or all of
            the Registrable Securities, dated the date of the closing under the
            underwriting agreement relating thereto) (it being agreed that the
            matters to be covered by such opinion shall include the due
            incorporation and good standing of the Company and its subsidiaries;
            the qualification of the Company and its subsidiaries to transact
            business as foreign corporations; the due authorization, execution
            and delivery of the relevant agreement of the type referred to in
            Section 3(d)(xvi) hereof; the due authorization, execution,
            authentication and issuance, and the validity and enforceability, of
            the Securities; the absence of material legal or governmental
            proceedings involving the Company; the absence of a breach by the
            Company or any of its subsidiaries of, or a default under, material
            agreements binding upon the Company or any subsidiary of the
            Company; the absence of governmental approvals required to be
            obtained in connection with the Shelf Registration, the offering and
            sale of the Registrable Securities, this Exchange and Registration
            Rights Agreement or any agreement of the type referred to in Section
            3(d)(xvi) hereof, except such approvals as may be required under
            state securities or blue sky laws; the material compliance as to
            form of such Shelf Registration Statement and any documents
            incorporated by reference therein and of the Indenture with the
            requirements of the Securities Act and the Trust Indenture Act and
            the rules and regulations of the Commission thereunder,
            respectively; and, as of the date of the opinion and of the Shelf
            Registration Statement or most recent post-effective amendment
            thereto, as the case may be, the absence from such Shelf
            Registration Statement and the prospectus included therein, as then
            amended or supplemented, and from the documents incorporated by
            reference therein (in each case other than the financial statements
            and other financial information contained therein) of an untrue
            statement of a material fact or the omission to state therein a
            material fact necessary to make the statements therein not
            misleading (in the case of such documents, in the light of the
            circumstances existing at the time that such documents were filed
            with the Commission under the Exchange Act)); (C) obtain a "cold
            comfort" letter or letters from the independent certified public
            accountants of the Company addressed to the selling Electing
            Holders, the placement or sales agent, if any, therefor or the
            underwriters, if any, thereof, dated (i) the effective date of such
            Shelf Registration Statement and (ii) the effective date of any
            prospectus supplement to the prospectus included in such Shelf
            Registration Statement or post-effective amendment to such Shelf
            Registration Statement which includes unaudited or audited financial
            statements as of a date or for a period subsequent to that of the
            latest such statements included in such prospectus (and, if such
            Shelf Registration Statement

                                       15

<PAGE>

            contemplates an underwritten offering pursuant to any prospectus
            supplement to the prospectus included in such Shelf Registration
            Statement or post-effective amendment to such Shelf Registration
            Statement which includes unaudited or audited financial statements
            as of a date or for a period subsequent to that of the latest such
            statements included in such prospectus, dated the date of the
            closing under the underwriting agreement relating thereto), such
            letter or letters to be in customary form and covering such matters
            of the type customarily covered by letters of such type; (D) deliver
            such documents and certificates, including officers' certificates,
            as may be reasonably requested in writing by any Electing Holders of
            at least 20% in aggregate principal amount of the Registrable
            Securities at the time outstanding or the placement or sales agent,
            if any, therefor and the managing underwriters, if any, thereof to
            evidence the accuracy of the representations and warranties made
            pursuant to clause (A) above or those contained in Section 5(a)
            hereof and the compliance with or satisfaction of any agreements or
            conditions contained in the underwriting agreement or other
            agreement entered into by the Company or the Guarantors; and (E)
            undertake such obligations relating to expense reimbursement,
            indemnification and contribution as are provided in Section 6
            hereof;

                  (xviii) notify in writing each holder of Registrable
            Securities of any proposal by the Company to amend or waive any
            provision of this Exchange and Registration Rights Agreement
            pursuant to Section 9(h) hereof and of any amendment or waiver
            effected pursuant thereto, each of which notices shall contain the
            text of the amendment or waiver proposed or effected, as the case
            may be;

                  (xix) in the event that any broker-dealer registered under the
            Exchange Act shall underwrite any Registrable Securities or
            participate as a member of an underwriting syndicate or selling
            group or "assist in the distribution" (within the meaning of the
            Conduct Rules (the "Conduct Rules) of the National Association of
            Securities Dealers, Inc. ("NASD") or any successor thereto, as
            amended from time to time) thereof, whether as a holder of such
            Registrable Securities or as an underwriter, a placement or sales
            agent or a broker or dealer in respect thereof, or otherwise, assist
            such broker-dealer in complying with the requirements of such
            Conduct Rules, including by (A) if such Conduct Rules shall so
            require, engaging a "qualified independent underwriter" (as defined
            in such Conduct Rules) to participate in the preparation of the
            Shelf Registration Statement relating to such Registrable
            Securities, to exercise usual standards of due diligence in respect
            thereto and, if any portion of the offering contemplated by such
            Shelf Registration Statement is an underwritten offering or is made
            through a placement or sales agent, to recommend the yield of such
            Registrable Securities, (B) indemnifying any such qualified
            independent underwriter to the extent of the indemnification of
            underwriters provided in Section 6 hereof (or to such

                                       16

<PAGE>

            other customary extent as may be requested in writing by such
            underwriter), and (C) providing such information to such
            broker-dealer as may be required in order for such broker-dealer to
            comply with the requirements of the Conduct Rules, provided that the
            Company will not be responsible for any fees to be paid to such
            qualified independent underwriter; and

                  (xx) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but in any event not later than eighteen months
            after the effective date of such Shelf Registration Statement, an
            earning statement of the Company and its subsidiaries complying with
            Section 11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (e) In the event that the Company would be required, pursuant to
      Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
      or sales agent, if any, therefor and the managing underwriters, if any,
      thereof, the Company shall without delay prepare and furnish to each of
      the Electing Holders, to each placement or sales agent, if any, and to
      each such underwriter, if any, a reasonable number of copies of a
      prospectus supplemented or amended so that, as thereafter delivered to
      purchasers of Registrable Securities, such prospectus shall conform in all
      material respects to the applicable requirements of the Securities Act and
      the Trust Indenture Act and the rules and regulations of the Commission
      thereunder and shall not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the
      circumstances then existing. Each Electing Holder agrees that upon receipt
      of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
      such Electing Holder shall forthwith discontinue the disposition of
      Registrable Securities pursuant to the Shelf Registration Statement
      applicable to such Registrable Securities until such Electing Holder shall
      have received copies of such amended or supplemented prospectus, and if so
      directed by the Company, such Electing Holder shall deliver to the Company
      (at the Company's expense) all copies, other than permanent file copies,
      then in such Electing Holder's possession of the prospectus covering such
      Registrable Securities at the time of receipt of such notice.

            (f) In the event of a Shelf Registration, in addition to the
      information required to be provided by each Electing Holder in its Notice
      Questionnaire, the Company may require such Electing Holder to furnish to
      the Company such additional information regarding such Electing Holder and
      such Electing Holder's intended method of distribution of Registrable
      Securities as may be required in order to comply with the Securities Act.
      Each such Electing Holder agrees to notify the Company as promptly as
      practicable of any inaccuracy or change in information previously
      furnished by such Electing Holder to the Company or of the occurrence of
      any event in either case as a result of which any prospectus relating to
      such Shelf Registration contains or would contain an untrue statement

                                       17

<PAGE>

      of a material fact regarding such Electing Holder or such Electing
      Holder's intended method of disposition of such Registrable Securities or
      omits to state any material fact regarding such Electing Holder or such
      Electing Holder's intended method of disposition of such Registrable
      Securities required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing, and promptly to furnish to the Company any additional
      information required to correct and update any previously furnished
      information or required so that such prospectus shall not contain, with
      respect to such Electing Holder or the disposition of such Registrable
      Securities, an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing, provided that the expenses incurred by the Company solely as a
      result of an Electing Holder's inaccuracy, change in information or
      omission will be paid by such Electing Holder.

            (g) Until the expiration of two years after the Closing Date, the
      Company will not, and will not permit any of its "affiliates" (as defined
      in Rule 144) to, resell any of the Securities that have been reacquired by
      any of them except pursuant to an effective registration statement under
      the Securities Act.

            4. Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof, (c) all expenses relating to the preparation, printing, production,
distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of
preparing the Securities for delivery and the expenses of printing or producing
any underwriting agreements, agreements among underwriters, selling agreements
and blue sky memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) any fees charged by securities rating services for

                                       18

<PAGE>

rating the Securities, and (j) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are reasonably incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request in writing therefor. Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

            5. Representations and Warranties.

            The Company and each Guarantor, jointly and severally, represent and
warrant to, and agree with, the Initial Purchaser and each of the holders from
time to time of Registrable Securities that:

            (a) Each registration statement covering Registrable Securities and
      each prospectus (including any preliminary or summary prospectus)
      contained therein or furnished pursuant to Section 3(d) or Section 3(c)
      hereof and any further amendments or supplements to any such registration
      statement or prospectus, when it becomes effective or is filed with the
      Commission, as the case may be, and, in the case of an underwritten
      offering of Registrable Securities, at the time of the closing under the
      underwriting agreement relating thereto, will conform in all material
      respects to the requirements of the Securities Act and the Trust Indenture
      Act and the rules and regulations of the Commission thereunder and will
      not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; and at all times subsequent to the
      Effective Time when a prospectus would be required to be delivered under
      the Securities Act, other than from (i) such time as a notice has been
      given to holders of Registrable Securities pursuant to Section
      3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the
      Company furnishes an amended or supplemented prospectus pursuant to
      Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
      and each prospectus (including any summary prospectus) contained therein
      or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by a holder of Registrable
      Securities or sales or placement agent or underwriter expressly for use
      therein.

                                       19

<PAGE>

            (b) Any documents incorporated by reference in any prospectus
      referred to in Section 5(a) hereof, when they become or became effective
      or are or were filed with the Commission, as the case may be, will conform
      or conformed in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and none of such
      documents will contain or contained an untrue statement of a material fact
      or will omit or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that this representation and warranty shall not apply
      to any statements or omissions made in reliance upon and in conformity
      with information furnished in writing to the Company by a holder of
      Registrable Securities or sales or placement agent or underwriter
      expressly for use therein.

            (c) The compliance by the Company with all of the provisions of this
      Exchange and Registration Rights Agreement and the consummation of the
      transactions herein contemplated will not conflict with or result in a
      breach of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument to which the Company or any subsidiary of the
      Company is a party or by which the Company or any subsidiary of the
      Company is bound or to which any of the property or assets of the Company
      or any subsidiary of the Company is subject, nor will such action result
      in any violation of the provisions of the certificate of incorporation, as
      amended, or the by-laws of the Company or the Guarantors or any statute or
      any order, rule or regulation of any court or governmental agency or body
      having jurisdiction over the Company or any subsidiary of the Company or
      any of their properties; and no consent, approval, authorization, order,
      registration or qualification of or with any such court or governmental
      agency or body is required for the consummation by the Company and the
      Guarantors of the transactions contemplated by this Exchange and
      Registration Rights Agreement, except the registration under the
      Securities Act of the Securities, qualification of the Indenture under the
      Trust Indenture Act and such consents, approvals, authorizations,
      registrations or qualifications as may be required under State securities
      or blue sky laws in connection with the offering and distribution of the
      Securities.

            (d) This Exchange and Registration Rights Agreement has been duly
      authorized, executed and delivered by the Company.

            6. Indemnification.

            (a) Indemnification by the Company and the Guarantors. The Company
and the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims,

                                       20

<PAGE>

damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Exchange Registration Statement or Shelf Registration
Statement, as the case may be, under which such Registrable Securities were
registered under the Securities Act, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such holder,
Electing Holder, agent or underwriter, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such holder, such Electing
Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
neither the Company nor any of the Guarantors shall be liable to any such person
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

            (b) Indemnification by the Holders and any Agents and Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement or from any sales or placement agent,
severally and not jointly, to (i) indemnify and hold harmless the Company, the
Guarantors, and all other holders of Registrable Securities, against any losses,
claims, damages or liabilities to which the Company, the Guarantors or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or sales or placement agent or underwriter expressly for use
therein, and (ii) reimburse the Company and the Guarantors for any legal or
other expenses reasonably incurred by the Company and the Guarantors in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

                                       21

<PAGE>

            (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

            (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them 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 this Section

                                       22

<PAGE>

6(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred
to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder
from the sale of any Registrable Securities (after deducting any fees, discounts
and commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, and no agent or underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such underwriter 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' and any
agents' or underwriters' obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.

            (e) The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantors (including any person who,
with his consent, is named in any registration statement as about to become a
director of the Company or the Guarantors) and to each person, if any, who
controls the Company within the meaning of the Securities Act.

            7. Underwritten Offerings.

            (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

            (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's

                                       23

<PAGE>

Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

            8. Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request in writing, 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
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the written request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

            9. Miscellaneous.

            (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

            (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchaser and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Initial Purchaser and such holders, in
addition to any other remedy to which they may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of the
Company under this Exchange and Registration Rights Agreement in accordance with
the terms and conditions of this Exchange and Registration Rights Agreement, in
any court of the United States or any State thereof having jurisdiction.

            (c) Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301,
Attention: Cheri T. Holley, Vice President, Secretary and

                                       24

<PAGE>

General Counsel, and if to a holder, to the address of such holder set forth in
the security register or other records of the Company, or to such other address
as the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

            (d) Parties in Interest. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective successors
and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.

            (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

            (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

            (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

            (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration

                                       25

<PAGE>

Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a written
instrument duly executed by the Company and the holders of at least a majority
in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this
Section 9(h), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Registrable Securities or is delivered to
such holder.

            (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day upon written notice to the Company by any holder of Registrable Securities
for proper purposes only (which shall mean any purpose related to the rights of
the holders of Registrable Securities under the Securities, the Indenture and
this Agreement) at the offices of the Company at the address thereof set forth
in Section 9(c) above and at the office of the Trustee under the Indenture.

            (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                       26

<PAGE>

            If the foregoing is in accordance with your understanding, please
sign and return to us one for the Company, each of the Guarantors and the
Initial Purchase plus one for each counsel counterparts hereof, and upon the
acceptance hereof by you, on behalf of the Initial Purchaser, this letter and
such acceptance hereof shall constitute a binding agreement among the Initial
Purchaser, the Guarantors and the Company.

                              Very truly yours,

                              TITAN INTERNATIONAL, INC.

                              By____________________________________________
                              Name:
                              Title:

                              GUARANTORS:

                              TITAN MARKETING SERVICES, INC.
                              TITAN WHEEL CORPORATION OF ILLINOIS
                              TITAN WHEEL CORPORATION OF IOWA
                              TITAN WHEEL CORPORATION OF SOUTH CAROLINA
                              TITAN WHEEL CORPORATION OF VIRGINIA
                              TITAN INVESTMENT CORPORATION
                              TITAN TIRE CORPORATION
                              TITAN TIRE CORPORATION OF BRYAN
                              TITAN TIRE CORPORATION OF FREEPORT
                              TITAN TIRE CORPORATION OF NATCHEZ
                              TITAN TIRE CORPORATION OF TEXAS
                              TITAN DISTRIBUTION, INC.
                              DYNEER CORPORATION
                              DICO INC.
                              AUTOMOTIVE WHEELS, INC.
                              NIEMAN'S, LTD.

                              By____________________________________________
                              Name:
                              Title:

[Registration Rights Agreement]

<PAGE>

CONFIRMED AND ACCEPTED,
     as of the date first above written:

GOLDMAN, SACHS & CO.

By ________________________________________
          (Goldman, Sachs & Co.)

[Registration Rights Agreement]

<PAGE>

                                                                       Exhibit A

                            TITAN INTERNATIONAL, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Titan International, Inc. (the
"Company") 8% Senior Unsecured Notes due 2012 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Titan
International, Inc., 2701 Spruce Street, Quincy, Illinois 62301, (212) 228-6011,
Attention: Todd Shoot.

----------
*  Not less than 28 calendar days from date of mailing.

                                      A-1

<PAGE>

                            TITAN INTERNATIONAL, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Titan International, Inc.
(the "Company") and the Initial Purchaser named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 8% Senior Unsecured Notes due 2012 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

1.    (a)   Full Legal Name of Selling Securityholder:

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

2.    Address for Notices to Selling Securityholder:

      _________________
      _________________
      _________________

      Telephone:      _______________________
      Fax:            _______________________
      Contact Person: _______________________

3.    Beneficial Ownership of Securities:

      Except as set forth below in this Item (3), the undersigned does not
      beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially owned: _____
            CUSIP No(s). of such Registrable Securities: _______________________

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned: ________________________________________________
            CUSIP No(s). of such other Securities: _____________________________

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement: _________
            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement: ______________________________________

4.    Beneficial Ownership of Other Securities of the Company:

      Except as set forth below in this Item (4), the undersigned Selling
      Securityholder is not the beneficial or registered owner of any other
      securities of the Company, other than the Securities listed above in Item
      (3).

      State any exceptions here:

                                      A-4

<PAGE>

5.    Relationships with the Company:

      Except as set forth below, neither the Selling Securityholder nor any of
      its affiliates, officers, directors or principal equity holders (5% or
      more) has held any position or office or has had any other material
      relationship with the Company (or its predecessors or affiliates) during
      the past three years.

      State any exceptions here:

6.    Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all): Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices. Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume. The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling

                                      A-5

<PAGE>

Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

      (i)   To the Company:

                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________

      (ii)  With a copy to:

                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ______________

      __________________________________________________________________________
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)

      By: ______________________________________________________________________
      Name:
      Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________
                                   ________________________________

                                      A-7

<PAGE>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204

Attention:  Trust Officer

      Re: Titan International, Inc. (the "Company")
          8% Senior Unsecured Notes due 2012

Dear Sirs:

Please be advised that ___________________________ has transferred $ ___________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [__] (File No. 333-__________) filed by
the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                         Very truly yours,

                                             ________________________________
                                             (Name)

                                         By: ________________________________
                                             (Authorized Signature)

                                      B-1