MATRIA HEALTHCARE INC
EX-10.1 REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g88973exv10w1.txt
<DESCRIPTION>EX-10.1 REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                             MATRIA HEALTHCARE, INC.

                          REGISTRATION RIGHTS AGREEMENT

May 5, 2004


<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of May 5, 2004, by and among Matria Healthcare, Inc., a
Delaware corporation (the "Company"), each of the entities listed on Schedule A
hereto (each a "Guarantor," and, collectively, the "Guarantors") and UBS
Securities LLC (the "Initial Purchaser") pursuant to that certain Purchase
Agreement, dated April 30, 2004 (the "Purchase Agreement"), among the Company,
the Guarantors and the Initial Purchaser.

                  In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company and the Guarantors (collectively, the "Issuers")
have agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement. The terms "herein," "hereof," "hereto," "hereinafter" and similar
terms, as used in this Agreement, shall in each case refer to this Agreement as
a whole and not to any particular section, paragraph, sentence or other
subdivision of this Agreement.

                  The obligations and rights hereunder of the Guarantors shall
be subject to Section 9.

                  The Issuers, jointly and severally, agree with the Initial
Purchaser (i) for its benefit as Initial Purchaser and (ii) for the benefit of
the beneficial owners (including the Initial Purchaser) from time to time of the
Covered Securities (as defined herein) (each of the foregoing a "Holder" and,
together, the "Holders"), as follows:

         1.       Definitions. Capitalized terms used herein without definition
shall have the respective meanings set forth in the Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:

                  (a)      "Additional Filing Deadline Date" has the meaning set
         forth in Section 2(e) hereof.

                  (b)      "additional interest" has the meaning set forth in
         Section 2(e) hereof.

                  (c)      "Additional Interest Accrual Period" has the meaning
         set forth in Section 2(e) hereof.

                  (d)      "Additional Interest Amount" has the meaning set
         forth in Section 2(e) hereof.

                  (e)      "Additional Interest Payment Date" means each May 1
         and November 1 of each year.

                  (f)      "Affiliate" means, with respect to any specified
         person, an "affiliate," as defined in Rule 144, of such person.

                  (g)      "Amendment Effectiveness Deadline Date" has the
         meaning set forth in Section 2(d) hereof.


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                  (h)      "Applicable Conversion Price" per share of Common
         Stock means, on a given date, one thousand dollars ($1,000) divided by
         the Conversion Rate in effect as of such date or, if no Notes are then
         outstanding, the Conversion Rate that would be in effect as of such
         date were Notes then outstanding.

                  (i)      "Business Day" means each day on which the New York
         Stock Exchange is open for trading.

                  (j)      "Claim" has the meaning set forth in Section 11(o)
         hereof.

                  (k)      "Common Stock" means the shares of common stock,
         $0.01 par value per share, of the Company and any other shares of
         capital stock as may constitute "Common Stock" for purposes of the
         Indenture, including the Underlying Common Stock.

                  (l)      "Conversion Rate" has the meaning ascribed to it in
         the Indenture.

                  (m)      "Covered Security" has the meaning set forth in
         Section 1(vv) hereof.

                  (n)      "Effectiveness Deadline Date" has the meaning set
         forth in Section 2(a) hereof.

                  (o)      "Effectiveness Period" means a period (subject to
         extension pursuant to Section 3(i) hereof) that terminates when there
         are no Registrable Securities outstanding.

                  (p)      "Event" has the meaning set forth in Section 2(e)
         hereof.

                  (q)      "Event Date" has the meaning set forth in Section
         2(e) hereof.

                  (r)      "Exchange Act" means the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the SEC promulgated
         thereunder.

                  (s)      "Filing Deadline Date" has the meaning set forth in
         Section 2(a) hereof.

                  (t)      "Form S-1" means Form S-1 under the Securities Act.

                  (u)      "Form S-3" means Form S-3 under the Securities Act.

                  (v)      "Guarantee Effectiveness Date" has the meaning
         ascribed to it in the Indenture.

                  (w)      "Guarantor" has the meaning set forth in the preamble
         hereto.

                  (x)      "Holder" has the meaning set forth in the preamble
         hereto.


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<PAGE>

                  (y)      "Holder Information" has the meaning set forth in
         Section 6(b) hereof.

                  (z)      "Indemnified Party" has the meaning set forth in
         Section 6(c) hereof.

                  (aa)     "Indemnifying Party" has the meaning set forth in
         Section 6(c) hereof.

                  (bb)     "Indenture" means the Indenture, dated as of May 5,
         2004, among the Company, the Guarantors and the Trustee, pursuant to
         which the Notes are being issued.

                  (cc)     "Initial Purchaser" has the meaning set forth in the
         preamble hereto.

                  (dd)     "Initial Shelf Registration Statement" has the
         meaning set forth in Section 2(a) hereof.

                  (ee)     "Issue Date" means May 5, 2004.

                  (ff)     "Issuers" has the meaning set forth in the preamble
         hereto.

                  (gg)     "Managing Underwriters" has the meaning set forth in
         Section 8(a) hereof.

                  (hh)     "Material Event" has the meaning set forth in Section
         3(i) hereof.

                  (ii)     "NASD Rules" has the meaning set forth in Section
         3(s) hereof.

                  (jj)     "Notes" means the 4.875% Convertible Senior
         Subordinated Notes due 2024 of the Company to be purchased pursuant to
         the Purchase Agreement.

                  (kk)     "Notice and Questionnaire" means a written
         questionnaire containing substantially the information called for by
         the Selling Securityholder Notice and Questionnaire attached as Annex B
         to the Offering Memorandum of the Company, dated April 30, 2004,
         relating to the Notes.

                  (ll)     "Notice Holder" means, on a given date, any Holder
         that has delivered a Notice and Questionnaire to the Company on or
         prior to such date, provided not all of such Holder's Registrable
         Securities that have been registered for resale pursuant to a Notice
         and Questionnaire have been sold in accordance with a Shelf
         Registration Statement.

                  (mm)     "Option Purchase Date" has the meaning ascribed to it
         in the Indenture.

                  (nn)     "Proceeding" has the meaning set forth in Section
         6(c) hereof.

                  (oo)     "Prospectus" means the prospectus included in any
         Shelf Registration Statement (including, without limitation, a
         prospectus that discloses information previously omitted from a
         prospectus filed as part of an effective registration statement in
         reliance upon Rule 430A under the Securities Act), as amended or
         supplemented by any


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         amendment or prospectus supplement, including post-effective
         amendments, and all materials incorporated by reference or deemed to be
         incorporated by reference in such Prospectus.

                  (pp)     "Purchase Agreement" has the meaning set forth in the
         preamble hereof.

                  (qq)     "Qualifying Subsidiary" has the meaning ascribed to
         it in the Indenture.

                  (rr)     "Record Date" means, (i) April 15, with respect to an
         Additional Interest Payment Date that occurs on May 1 and (ii) October
         15, with respect to an Additional Interest Payment Date that occurs on
         November 1.

                  (ss)     "Record Holder" means, with respect to an Additional
         Interest Payment Date relating to a Registrable Security for which any
         Additional Interest Amount has accrued, a Notice Holder that was the
         holder of record of such Registrable Security at the close of business
         on the Record Date relating to such Additional Interest Payment Date.

                  (tt)     "Redemption" has the meaning ascribed to it in the
         Indenture.

                  (uu)     "Redemption Date" has the meaning ascribed to it in
         the Indenture.

                  (vv)     "Registrable Securities" means the Notes, until such
         Notes have been converted into the Underlying Common Stock, and, at all
         times, the Subsidiary Guarantees and the Underlying Common Stock and
         any securities into or for which such Underlying Common Stock has been
         converted or exchanged, and any security issued with respect thereto
         upon any stock dividend, split or similar event (each of the foregoing,
         a "Covered Security") until, in the case of any such security, the
         earliest of:

                           (i)      the date on which such security has been
                  effectively registered under the Securities Act and disposed
                  of in accordance with the Registration Statement relating
                  thereto;

                           (ii)     the date on which such security may be
                  resold without restriction pursuant to Rule 144(k) or any
                  successor provision thereto; or

                           (iii)    the date on which such security has been
                  publicly sold pursuant to Rule 144 or any successor provision
                  thereto.

                  (ww)     "Registration Expenses" has the meaning set forth in
         Section 5 hereof.

                  (xx)     "Registration Statement" means any registration
         statement, under the Securities Act, of the Company that covers any of
         the Registrable Securities pursuant to this Agreement, including the
         Prospectus, amendments and supplements to such registration statement,
         including post-effective amendments, all exhibits and all materials
         incorporated by reference or deemed to be incorporated by reference in
         such registration statement, Prospectus, amendment or supplement.


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<PAGE>

                  (yy)     "Repurchase at Holder's Option" has the meaning
         ascribed to it in the Indenture.

                  (zz)     "Repurchase Date" has the meaning ascribed to it in
         the Indenture.

                  (aaa)    "Repurchase Upon Repurchase Event" has the meaning
         ascribed to it in the Indenture.

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

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

                  (ddd)    "SEC" means the Securities and Exchange Commission.

                  (eee)    "Securities Act" means the Securities Act of 1933, as
         amended, and the rules and regulations promulgated by the SEC
         thereunder.

                  (fff)    "Shelf Registration Statement" means the Initial
         Shelf Registration Statement and any Subsequent Shelf Registration
         Statement.

                  (ggg)    "Special Counsel" means any one (1) nationally
         recognized counsel for the Holders, as shall be specified by Holders of
         a majority of the outstanding Registrable Securities.

                  (hhh)    "Subsequent Shelf Registration Statement" has the
         meaning set forth in Section 2(b) hereof.

                  (iii)    "Subsequent Shelf Registration Statement
         Effectiveness Deadline Date" has the meaning set forth in Section 2(d)
         hereof.

                  (jjj)    "Subsidiary Guarantee" has the meaning ascribed to it
         in the Indenture.

                  (kkk)    "Suspension Notice" has the meaning set forth in
         Section 3(i) hereof.

                  (lll)    "Suspension Period" has the meaning set forth in
         Section 3(i) hereof.

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

                  (nnn)    "Trustee" means Wells Fargo Bank, N.A., the trustee
         under the Indenture.

                  (ooo)    "Underlying Common Stock" means the Common Stock
         issuable upon


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<PAGE>

         conversion of the Notes and any shares of Common Stock that, pursuant
         to Article III of the Indenture, are deemed to be Registrable
         Securities.

         2.       Shelf Registration.

                  (a)      The Issuers shall prepare and file, or cause to be
         prepared and filed, with the SEC, as soon as practicable but in any
         event by the date (the "Filing Deadline Date") that is ninety (90) days
         after the Issue Date, a Registration Statement (the "Initial Shelf
         Registration Statement") for an offering to be made on a delayed or
         continuous basis pursuant to Rule 415 under the Securities Act
         registering the resale from time to time by Holders thereof of all of
         the Registrable Securities (or, if registration of Registrable
         Securities not held by Notice Holders is not permitted by the rules and
         regulations of the SEC, then registering the resale from time to time
         by Notice Holders of their Registrable Securities). The Initial Shelf
         Registration Statement shall be on Form S-1 or Form S-3 or another
         appropriate form and shall provide for the registration of such
         Registrable Securities for resale by such Holders in accordance with
         the reasonable methods of distribution elected by the Holders in their
         Notice and Questionnaire. The Issuers shall use their reasonable best
         efforts to (i) cause the Initial Shelf Registration Statement to become
         effective under the Securities Act as promptly as practicable but in
         any event by the date (the "Effectiveness Deadline Date") that is one
         hundred eighty (180) days after the Issue Date and (ii) keep the
         Initial Shelf Registration Statement (and any Subsequent Shelf
         Registration Statement) continuously effective under the Securities Act
         until the expiration of the Effectiveness Period. At the time the
         Initial Shelf Registration Statement becomes effective under the
         Securities Act, each Holder that became a Notice Holder prior to the
         date of such effectiveness shall be named as a selling securityholder
         in the Initial Shelf Registration Statement and the related Prospectus
         in such a manner as to permit such Holder to deliver such Prospectus to
         purchasers of Registrable Securities in accordance with applicable law.

                  (b)      If any Shelf Registration Statement ceases to be
         effective under the Securities Act for any reason at any time during
         the Effectiveness Period, the Issuers shall use their reasonable best
         efforts to promptly cause such Shelf Registration Statement to become
         effective under the Securities Act (including obtaining the prompt
         withdrawal of any order suspending the effectiveness of such Shelf
         Registration Statement), and in any event shall, within thirty (30)
         days of such cessation of effectiveness, (i) amend such Shelf
         Registration Statement in a manner reasonably expected to obtain the
         withdrawal of any order suspending the effectiveness of such Shelf
         Registration Statement or (ii) file an additional Registration
         Statement (a "Subsequent Shelf Registration Statement") for an offering
         to be made on a delayed or continuous basis pursuant to Rule 415 of the
         Securities Act registering the resale from time to time by Holders
         thereof of all securities that are Registrable Securities as of the
         time of such filing (or, if registration of Registrable Securities not
         held by Notice Holders is not permitted by the rules and regulations of
         the SEC, then registering the resale from time to time by Notice
         Holders of their securities that are Registrable Securities as of the
         time of such filing). If a Subsequent Shelf Registration Statement is
         filed, the Issuers shall use their reasonable best efforts to (A) cause
         such Subsequent Shelf Registration Statement to


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<PAGE>

         become effective under the Securities Act as promptly as practicable
         after such filing, but in no event later than the Subsequent Shelf
         Registration Statement Effectiveness Deadline Date and (B) keep such
         Subsequent Shelf Registration Statement (or another Subsequent Shelf
         Registration Statement) continuously effective until the end of the
         Effectiveness Period. Any such Subsequent Shelf Registration Statement
         shall be on Form S-1 or Form S-3 or another appropriate form and shall
         provide for the registration of such Registrable Securities for resale
         by such Holders in accordance with any reasonable method of
         distribution elected by the Holders.

                  (c)      The Issuers shall supplement and amend any Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Issuers
         for such Shelf Registration Statement, if required by the Securities
         Act or as reasonably requested by the Initial Purchaser or by the
         Trustee on behalf of the Holders of the Registrable Securities covered
         by such Shelf Registration Statement.

                  (d)

                           (i)      Each Holder of Registrable Securities agrees
                  that, if such Holder wishes to sell Registrable Securities
                  pursuant to a Shelf Registration Statement and related
                  Prospectus, it will do so only in accordance with this Section
                  2(d) and Section 3(i). Each Holder of Registrable Securities
                  wishing to sell Registrable Securities pursuant to a Shelf
                  Registration Statement and related Prospectus agrees to
                  deliver a completed and executed Notice and Questionnaire to
                  the Company prior to any attempted or actual distribution of
                  Registrable Securities under a Shelf Registration Statement.
                  If a Holder becomes a Notice Holder on or after the date the
                  Initial Shelf Registration Statement becomes effective under
                  the Securities Act, the Issuers shall, as promptly as
                  reasonably practicable after the date such Holder became a
                  Notice Holder, and in any event, subject to clause (B) below,
                  within the later of (x) ten (10) Business Days after such date
                  or (y) ten (10) Business Days after the expiration of any
                  Suspension Period that either (I) is in effect when such
                  Holder became a Notice Holder or (II) is put into effect
                  within ten (10) Business Days after the date such Holder
                  became a Notice Holder,

                                    (A)      if required by applicable law, file
                           with the SEC a supplement to the related Prospectus
                           or a post-effective amendment to the Shelf
                           Registration Statement or file a Subsequent Shelf
                           Registration Statement and any necessary supplement
                           or amendment to any document incorporated therein by
                           reference and file any other required document with
                           the SEC so that such Notice Holder is named as a
                           selling securityholder in a Shelf Registration
                           Statement and the related Prospectus in such a manner
                           as to permit such Notice Holder to deliver a
                           Prospectus to purchasers of the Registrable
                           Securities in accordance with applicable law;
                           provided, however, that, if a post-effective
                           amendment or a Subsequent Shelf Registration
                           Statement is required by the rules and regulations of
                           the SEC in order to permit resales by such Notice
                           Holder, the Issuers shall not be required to file
                           more than one (1) post-effective


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<PAGE>

                           amendment or Subsequent Shelf Registration Statement
                           for such purpose in any thirty (30) day period;

                                    (B)      if the Issuers shall have filed a
                           post-effective amendment to the Shelf Registration
                           Statement or filed a Subsequent Shelf Registration
                           Statement, the Issuers shall use their reasonable
                           best efforts to cause such post-effective amendment
                           or Subsequent Shelf Registration Statement, as the
                           case may be, to become effective under the Securities
                           Act as promptly as practicable, but in any event by
                           the date (the "Amendment Effectiveness Deadline
                           Date," in the case of a post-effective amendment, and
                           the "Subsequent Shelf Registration Statement
                           Effectiveness Deadline Date," in the case of a
                           Subsequent Shelf Registration Statement) that is
                           thirty (30) days after the date such post-effective
                           amendment or Subsequent Shelf Registration Statement,
                           as the case may be, is required by this Section 2(d)
                           to be filed with the SEC;

                                    (C)      the Issuers shall provide such
                           Notice Holder a reasonable number of copies of any
                           documents filed pursuant to clause (A) above;

                                    (D)      the Issuers shall notify such
                           Notice Holder as promptly as reasonably practicable
                           after the effectiveness under the Securities Act of
                           any post-effective amendment or Subsequent Shelf
                           Registration Statement filed pursuant to clause (A)
                           above;

                                    (E)      if such Holder became a Notice
                           Holder during a Suspension Period, or a Suspension
                           Period is put into effect within ten (10) Business
                           Days after the date such Holder became a Notice
                           Holder, the Issuers shall so inform such Notice
                           Holder and shall take the actions set forth in
                           clauses (A), (B), (C) and (D) above within ten (10)
                           Business Days after expiration of such Suspension
                           Period in accordance with Section 3(i); and

                                    (F)      if, under applicable law, the
                           Issuers have more than one option as to the type or
                           manner of making any such filing, the Issuers shall
                           make the required filing or filings in the manner or
                           of a type that is reasonably expected to result in
                           the earliest availability of a Prospectus for
                           effecting resales of Registrable Securities.

                           (ii)     Notwithstanding anything contained herein to
                  the contrary, the Issuers shall be under no obligation to name
                  any Holder that is not a Notice Holder as a selling
                  securityholder in any Shelf Registration Statement or related
                  Prospectus; provided, however, that any Holder that becomes a
                  Notice Holder (regardless of when such Holder became a Notice
                  Holder) shall be named as a selling securityholder in a Shelf
                  Registration Statement or related Prospectus in accordance
                  with the requirements of this Section 2(d) or Section 2(a), as
                  applicable.


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<PAGE>

                  (e)      The parties hereto agree that the Holders of
         Registrable Securities will suffer damages, and that it would not be
         feasible to ascertain the extent of such damages with precision, if

                           (i)      the Initial Shelf Registration Statement has
                  not been filed with the SEC on or prior to the Filing Deadline
                  Date;

                           (ii)     the Initial Shelf Registration Statement has
                  not become effective under the Securities Act on or prior to
                  the Effectiveness Deadline Date;

                           (iii)    either a supplement to a Prospectus, a
                  post-effective amendment or a Subsequent Shelf Registration
                  Statement is required to be filed with the SEC and fails to be
                  filed with the SEC within the prescribed period and in the
                  manner set forth in Section 2(d) (the date such filing is
                  required to be made being an "Additional Filing Deadline
                  Date") or, in the case of a post-effective amendment or a
                  Subsequent Shelf Registration Statement, such post-effective
                  amendment or Subsequent Registration Statement does not become
                  effective under the Securities Act by the Amendment
                  Effectiveness Deadline Date or the Subsequent Shelf
                  Registration Statement Effectiveness Deadline Date, as the
                  case may be;

                           (iv)     the Initial Shelf Registration Statement or
                  any Subsequent Registration Statement is filed with the SEC
                  and becomes effective under the Securities Act but shall
                  thereafter cease to be effective (without being succeeded
                  immediately by a new Registration Statement that is filed and
                  immediately becomes effective under the Securities Act) or
                  usable for the offer and sale of Registrable Securities in the
                  manner contemplated by this Agreement for a period of time
                  (including any Suspension Period) which shall exceed thirty
                  (30) days in the aggregate in any three (3) month period or
                  sixty (60) days in the aggregate in any twelve (12) month
                  period; or

                           (v)      any Registration Statement or amendment
                  thereto, at the time it becomes effective under the Securities
                  Act, or any Prospectus relating thereto, at the time it is
                  filed with the SEC or, if later, at the time the Registration
                  Statement to which such Prospectus relates becomes effective
                  under the Securities Act, shall fail to name each Holder as a
                  selling securityholder in such a manner as to permit such
                  Holder to sell its Registrable Securities pursuant to such
                  Registration Statement and Prospectus in accordance with
                  applicable law, which Holder was entitled, pursuant to the
                  terms of this Agreement, to be so named.

         Each of the events of a type described in any of the foregoing clauses
         (i) through (v) are individually referred to herein as an "Event," and

                           (V)      the Filing Deadline Date, in the case of
                  clause (i) above,

                           (W)      the Effectiveness Deadline Date, in the case
                  of clause (ii) above,


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                           (X)      the Additional Filing Deadline Date, the
                  Amendment Effectiveness Deadline Date or the Subsequent Shelf
                  Registration Statement Effectiveness Deadline Date, as the
                  case may be, in the case of clause (iii) above,

                           (Y)      the date on which the duration of the
                  ineffectiveness or unusability of the Shelf Registration
                  Statement exceeds the number of days permitted by clause (iv)
                  above, in the case of clause (iv) above, and

                           (Z)      the date the applicable Registration
                  Statement or amendment thereto shall become effective under
                  the Securities Act, or the date the applicable Prospectus is
                  filed with the SEC or, if later, the time the Registration
                  Statement to which such Prospectus relates becomes effective
                  under the Securities Act, as the case may be, in the case of
                  clause (v) above,

         are each herein referred to as an "Event Date." Events shall be deemed
         to continue until the following dates with respect to the respective
         types of Events:

                           (A)      the date the Initial Shelf Registration
                  Statement is filed with the SEC, in the case of an Event of
                  the type described in clause (i) above;

                           (B)      the date the Initial Shelf Registration
                  Statement becomes effective under the Securities Act, in the
                  case of an Event of the type described in clause (ii) above;

                           (C)      the date a supplement to a Prospectus, a
                  post-effective amendment or a Subsequent Shelf Registration
                  Statement, whichever is required, is filed with the SEC (in
                  the case of a supplement) or becomes effective under the
                  Securities Act (in the case of a post-effective amendment or a
                  Subsequent Shelf Registration Statement), in the case of an
                  Event of the type described in clause (iii) above;

                           (D)      the date the Initial Shelf Registration
                  Statement or the Subsequent Shelf Registration Statement, as
                  the case may be, becomes effective and usable again, or the
                  date another Subsequent Shelf Registration Statement is filed
                  with the SEC pursuant to Section 2(b) and becomes effective,
                  in the case of an Event of the type described in clause (iv)
                  above; or

                           (E)      the date a supplement to the Prospectus is
                  filed with the SEC, or the date a post-effective amendment to
                  the Registration Statement becomes effective under the
                  Securities Act, or the date a Subsequent Shelf Registration
                  Statement becomes effective under the Securities Act, which
                  supplement, post-effective amendment or Subsequent Shelf
                  Registration Statement, as the case may be, names as selling
                  securityholders, in such a manner as to permit them to sell
                  their Registrable Securities pursuant to the Registration
                  Statement and Prospectus supplement in accordance with
                  applicable law, all Holders entitled as herein provided to be
                  so named, in the case of an Event of the type described in
                  clause (v) above.


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<PAGE>

         Accordingly, commencing on (and including) any Event Date and ending on
         (but excluding) the next date on which there are no Events that have
         occurred and are continuing (an "Additional Interest Accrual Period"),
         the Issuers agree, jointly and severally, to pay, as additional
         interest ("additional interest") and not as a penalty, an amount (the
         "Additional Interest Amount") at the rate described below, payable
         periodically on each Additional Interest Payment Date to Record
         Holders, to the extent of, for each such Additional Interest Payment
         Date, the unpaid Additional Interest Amount that has accrued to (but
         excluding) such Additional Interest Payment Date (or, if the Additional
         Interest Accrual Period shall have ended prior to such Additional
         Interest Payment Date, the day immediately after the last day of such
         Additional Interest Accrual Period); provided, however, that any unpaid
         Additional Interest Amount that has accrued with respect to any Note,
         or portion thereof, called for Redemption on a Redemption Date, or
         purchased by the Company pursuant to a Repurchase at Holder's Option or
         Repurchase Upon Repurchase Event on an Option Purchase Date or
         Repurchase Date, as the case may be, that is after the close of
         business on the Record Date relating to such Additional Interest
         Payment Date and before such Additional Interest Payment Date, shall,
         in each case, be instead paid, on such Redemption Date, Option Purchase
         Date or Repurchase Date, as the case may be, to the Holder who
         submitted such Note or portion thereof for Redemption, Repurchase at
         Holder's Option or Repurchase Upon Repurchase Event, as the case may
         be.

         The Additional Interest Amount shall accrue at a rate per annum equal
         to one quarter of one percent (0.25%) for the first ninety (90) day
         period from the Event Date, and thereafter at a rate per annum equal to
         one half of one percent (0.50%), of (i) the aggregate principal amount
         of the Notes of which such Record Holders were holders of record at the
         close of business on the applicable Record Date or, without
         duplication, (ii) in the case of Underlying Common Stock, the aggregate
         Applicable Conversion Price of such shares of Underlying Common Stock
         of which such Record Holders were holders of record at the close of
         business on the applicable Record Date, as the case may be; provided,
         however, that:

                           (I)      unless there shall be a default in the
                  payment of any Additional Interest Amount, no Additional
                  Interest Amounts shall accrue as to any Covered Security from
                  and after the earlier of (x) the date such Covered Security is
                  no longer a Registrable Security and (y) expiration of the
                  Effectiveness Period;

                           (II)     only those Holders (or their subsequent
                  transferees) failing to be named as selling securityholders in
                  the manner prescribed in Section 2(e)(v) above shall be
                  entitled to receive any Additional Interest Amounts that have
                  accrued solely with respect to an Event of the type described
                  in Section 2(e)(v) above (it being understood that this clause
                  (II) shall not impair any right of any Holder to receive
                  Additional Interest Amounts that have accrued with respect to
                  an Event other than an Event of the type described in Section
                  2(e)(v) above); and


                                      -11-
<PAGE>

                           (III)    only those Holders (or their subsequent
                  transferees) whose delivery of a Notice and Questionnaire gave
                  rise to the obligation of the Issuers, pursuant to Section
                  2(d)(i), to file and, if applicable, make effective under the
                  Securities Act the supplement, post-effective amendment or
                  Subsequent Shelf Registration Statement referred to in Section
                  2(e)(iii) above shall be entitled to receive any Additional
                  Interest Amounts that have accrued solely with respect to an
                  Event of the type described in Section 2(e)(iii) above (it
                  being understood that this clause (III) shall not impair any
                  right of any Holder to receive Additional Interest Amounts
                  that have accrued with respect to an Event other than an Event
                  of the type described in Section 2(e)(iii) above).

         The rate of accrual of the Additional Interest Amount with respect to
         any period shall not exceed the rate provided for in this Section 2(e)
         notwithstanding the occurrence of multiple concurrent Events. Following
         the cure of all Events requiring the payment by the Issuers of
         Additional Interest Amounts to the Holders pursuant to this Section,
         the accrual of Additional Interest Amounts shall cease (without in any
         way limiting the effect of any subsequent Event requiring the payment
         of Additional Interest Amounts by the Issuers). All installments of
         Additional Interest shall be paid by wire transfer of immediately
         available funds to the account specified by the Notice Holder or, if no
         such account is specified, by mailing a check to such Notice Holder's
         address shown in the register of the registrar for the Notes or for the
         Underlying Common Stock, as the case may be.

         All of the Issuers' obligations set forth in this Section 2(e) that are
         outstanding with respect to any Registrable Security at the time such
         Registrable Security ceases to be a Registrable Security shall survive
         until such time as all such obligations with respect to such security
         have been satisfied in full (notwithstanding termination of this
         Agreement pursuant to Section 11(n)).

         The parties hereto agree that the additional interest provided for in
         this Section 2(e) constitutes a reasonable estimate of the damages that
         may be incurred by Holders by reason of an Event, including, without
         limitation, the failure of a Shelf Registration Statement to be filed,
         become effective under the Securities Act, amended or replaced to
         include the names of all Notice Holders or available for effecting
         resales of Registrable Securities in accordance with the provisions
         hereof.

         If any Additional Interest Amounts are not paid when due, then, to the
         extent permitted by law, such overdue Additional Interest Amounts, if
         any, shall bear interest, compounded semi-annually, until paid at the
         rate of interest payable with respect to overdue amounts on the Notes
         pursuant to Section 2.12 of the Indenture.

                  (f)      The Trustee shall be entitled, on behalf of Holders,
         to seek any available remedy for the enforcement of this Agreement,
         including for the payment of any Additional Interest Amount.
         Notwithstanding the foregoing, the parties agree that the sole damages
         payable by the Issuers on account of an Event shall be additional
         interest (and, if applicable, interest on overdue Additional Interest)
         as provided herein.


                                      -12-
<PAGE>

         3.       Registration Procedures. In connection with the registration
obligations of the Issuers under Section 2 hereof, the Issuers shall:

                  (a)      Prepare and file with the SEC a Shelf Registration
         Statement or Shelf Registration Statements on Form S-1 or Form S-3 or
         any other appropriate form under the Securities Act available for the
         sale of the Registrable Securities by the Holders thereof in accordance
         with the intended method or methods of distribution thereof, and use
         its reasonable best efforts to cause each such Shelf Registration
         Statement to become effective under the Securities Act and remain
         effective under the Securities Act as provided herein; provided, that,
         before filing any Shelf Registration Statement or Prospectus or any
         amendments or supplements thereto with the SEC, the Issuers shall
         furnish to the Initial Purchaser, Special Counsel, if any, and counsel
         for the Initial Purchaser copies of all such documents proposed to be
         filed and reflect in each such document when so filed with the SEC such
         comments as the Initial Purchaser or such counsel reasonably shall
         propose within three (3) Business Days of the delivery of such copies
         to the Initial Purchaser and such counsel.

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

                  (c)      As promptly as practicable, give notice to the Notice
         Holders, the Initial Purchaser, Special Counsel, if any, and counsel
         for the Initial Purchaser:

                           (i)      when any Prospectus, Prospectus supplement,
                  Shelf Registration Statement or post-effective amendment to a
                  Shelf Registration Statement has been filed with the SEC and,
                  with respect to a Shelf Registration Statement or any
                  post-effective amendment, when the same has become effective
                  under the Securities Act,

                           (ii)     of any request, following the effectiveness
                  of a Shelf Registration Statement under the Securities Act, by
                  the SEC or any other governmental authority for amendments or
                  supplements to such Shelf Registration Statement or the
                  related Prospectus or for additional information,

                           (iii)    of the issuance by the SEC or any other
                  governmental authority of any stop order suspending the
                  effectiveness of any Shelf Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,


                                      -13-
<PAGE>

                           (iv)     of the receipt by the Issuers or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification or exemption from qualification of any of
                  the Registrable Securities for sale in any jurisdiction or the
                  initiation or threatening of any proceeding for such purpose,

                           (v)      after the effective date of any Shelf
                  Registration Statement filed with the SEC pursuant to this
                  Agreement, of the occurrence of (but not the nature of or
                  details concerning) a Material Event, and

                           (vi)     of the determination by the Issuers that a
                  post-effective amendment to a Shelf Registration Statement or
                  a Subsequent Shelf Registration Statement will be filed with
                  the SEC, which notice may, at the discretion of the Issuers
                  (or as required pursuant to Section 3(i)), state that it
                  constitutes a Suspension Notice, in which event the provisions
                  of Section 3(i) shall apply.

                  (d)      Use its reasonable best efforts to (i) prevent the
         issuance of, and, if issued, to obtain the withdrawal of, any order
         suspending the effectiveness of a Shelf Registration Statement and (ii)
         obtain the lifting of any suspension of the qualification (or exemption
         from qualification) of any of the Registrable Securities for sale in
         any jurisdiction in which they have been qualified for sale, in either
         case at the earliest possible moment, and provide prompt notice to each
         Notice Holder and the Initial Purchaser, Special Counsel, if any, and
         counsel for the Initial Purchaser, of the withdrawal or lifting of any
         such order or suspension.

                  (e)      If reasonably requested by the Initial Purchaser or
         any Notice Holder, as promptly as reasonably practicable incorporate in
         a Prospectus supplement or a post-effective amendment to a Shelf
         Registration Statement such information as the Initial Purchaser, such
         Notice Holder, Special Counsel, if any, or counsel for the Initial
         Purchaser shall determine to be required to be included therein by
         applicable law and make any required filings of such Prospectus
         supplement or such post-effective amendment; provided, however, that
         the Issuers shall not be required to take any actions under this
         Section 3(e) that, in the written opinion of counsel for the Issuers,
         are not in compliance with applicable law.

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

                  (g)      During the Effectiveness Period, deliver to each
         Notice Holder, the Initial Purchaser, Special Counsel, if any, and
         counsel for the Initial Purchaser, in connection


                                      -14-
<PAGE>

         with any sale of Registrable Securities pursuant to a Shelf
         Registration Statement, without charge, as many copies of the
         Prospectus or Prospectuses relating to such Registrable Securities
         (including each preliminary prospectus) and any amendment or supplement
         thereto as such Notice Holder or the Initial Purchaser may reasonably
         request; and each Issuer hereby consents (except during such periods
         that a Suspension Notice is outstanding and has not been revoked) to
         the use of such Prospectus and each amendment or supplement thereto by
         each Notice Holder, in connection with any offering and sale of the
         Registrable Securities covered by such Prospectus or any amendment or
         supplement thereto in the manner set forth therein.

                  (h)      Prior to any public offering of the Registrable
         Securities pursuant to a Shelf Registration Statement, use its
         reasonable best efforts to register or qualify or cooperate with the
         Notice Holders in connection with the registration or qualification (or
         exemption from such registration or qualification) of such Registrable
         Securities for offer and sale under the securities or Blue Sky laws of
         such jurisdictions within the United States as any Notice Holder
         reasonably requests in writing (which request may be included in the
         Notice and Questionnaire); use its reasonable best efforts to keep each
         such registration or qualification (or exemption therefrom) effective
         during the Effectiveness Period in connection with such Notice Holder's
         offer and sale of Registrable Securities pursuant to such registration
         or qualification (or exemption therefrom) and do any and all other acts
         or things reasonably necessary or advisable to enable the disposition
         in such jurisdictions of such Registrable Securities in the manner set
         forth in the relevant Shelf Registration Statement and the related
         Prospectus; provided, however, that the Issuers will not be required to
         qualify generally to do business in any jurisdiction where they are not
         then so qualified.

                  (i)      Upon: (A) the issuance by the SEC of a stop order
         suspending the effectiveness of any Shelf Registration Statement or the
         initiation of proceedings with respect to any Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act; (B) the
         occurrence of any event or the existence of any fact as a result of
         which any Shelf Registration Statement shall contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or any Prospectus shall contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; or (C) the
         occurrence or existence of any pending corporate development (a
         "Material Event") that, in the reasonable discretion of the Company,
         makes it appropriate to suspend the availability of any Shelf
         Registration Statement and the related Prospectus,

                           (i)      in the case of clause (B) above or, if
                  applicable, clause (C) above, subject to the next sentence, as
                  promptly as practicable, prepare and file, if necessary
                  pursuant to applicable law, a post-effective amendment to such
                  Shelf Registration Statement or a supplement to such
                  Prospectus or any document incorporated therein by reference
                  or file any other required document that would be incorporated
                  by reference into such Shelf Registration Statement and
                  Prospectus so that such Shelf Registration Statement does not
                  contain any untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading, and
                  so that such Prospectus does not contain any untrue


                                      -15-
<PAGE>

                  statement of a material fact or omit to state any material
                  fact necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading, as thereafter delivered to the purchasers of the
                  Registrable Securities being sold thereunder, and, in the case
                  of a post-effective amendment to a Shelf Registration
                  Statement, subject to the next sentence, use its reasonable
                  best efforts to cause it to become effective under the
                  Securities Act as promptly as practicable, and

                           (ii)     give notice to the Notice Holders, the
                  Initial Purchaser, Special Counsel, if any, and counsel for
                  the Initial Purchaser that the availability of the Shelf
                  Registration Statement is suspended (a "Suspension Notice")
                  (and, upon receipt of any Suspension Notice, each Notice
                  Holder agrees not to sell any Registrable Securities pursuant
                  to such Shelf Registration Statement until such Notice
                  Holder's receipt of copies of the supplemented or amended
                  Prospectus provided for in clause (i) above or until such
                  Notice Holder is advised in writing by the Company that the
                  Prospectus may be used).

         The Issuers will use their reasonable best efforts to ensure that the
         use of the Prospectus may be resumed (x) in the case of clause (A)
         above, as promptly as is practicable, (y) in the case of clause (B)
         above, as soon as, in the reasonable judgment of the Company, the Shelf
         Registration Statement does not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading and
         the Prospectus does not contain any untrue statement of a material fact
         or omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, and (z) in the case of clause (C) above, as
         soon as, in the reasonable discretion of the Company, such suspension
         is no longer appropriate. The period during which the availability of
         the Shelf Registration Statement and any Prospectus may be suspended
         (the "Suspension Period") without the Issuers incurring any obligation
         to pay additional interest pursuant to Section 2(e) shall not exceed
         thirty (30) days in the aggregate in any three (3) month period or
         sixty (60) days in the aggregate in any twelve (12) month period. The
         Effectiveness Period shall be extended by the number of days from and
         including the date of the giving of the Suspension Notice to and
         including the date on which the Notice Holder received copies of the
         supplemented or amended Prospectus provided in clause (i) above, or the
         date on which it is advised in writing by the Company that the
         Prospectus may be used and has received copies of any additional or
         supplemental filings that are incorporated or deemed incorporated by
         reference in such Prospectus.

                  (j)      If reasonably requested in writing in connection with
         a disposition of Registrable Securities, make reasonably available for
         inspection during normal business hours by representatives for the
         Notice Holders and any underwriters participating in any disposition
         pursuant to any Shelf Registration Statement and any broker-dealers,
         attorneys and accountants retained by such Notice Holders or any such
         underwriters, all


                                      -16-
<PAGE>

         relevant financial and other records and pertinent corporate documents
         and properties of the Company and its subsidiaries, and cause the
         appropriate officers, directors and employees of the Company and its
         subsidiaries to make reasonably available for inspection during normal
         business hours all relevant information reasonably requested by such
         representatives for the Notice Holders, or any such underwriters,
         broker-dealers, attorneys or accountants in connection with such
         disposition, in each case as is customary for similar "due diligence"
         examinations; provided, however, that such persons shall, at the
         Company's request, first agree in writing with the Company that any
         information that is reasonably and in good faith designated by the
         Company in writing as confidential at the time of delivery of such
         information shall be kept confidential by such persons and shall be
         used solely for the purposes of exercising rights under this Agreement,
         unless (i) disclosure of such information is required by court or
         administrative order or is necessary to respond to inquiries of
         governmental or regulatory authorities, (ii) disclosure of such
         information is required by law (including any disclosure requirements
         pursuant to federal securities laws in connection with the filing of
         any Shelf Registration Statement or the use of any Prospectus referred
         to in this Agreement) or necessary to defend or prosecute a claim
         brought against or by any such persons (e.g., to establish a "due
         diligence" defense), (iii) such information becomes generally available
         to the public other than as a result of a disclosure or failure to
         safeguard by any such person or (iv) such information becomes available
         to any such person from a source other than the Company and such source
         is not bound by a confidentiality agreement or is not otherwise under a
         duty of trust to the Company; provided further, that the foregoing
         inspection and information gathering shall, to the greatest extent
         possible, be coordinated on behalf of all the Notice Holders and the
         other parties entitled thereto by Special Counsel. Any such person that
         is legally compelled to disclose to third parties any such confidential
         information shall provide the Company with reasonably prompt notice of
         such legal compulsion so that the Company may seek a protective order
         or other appropriate remedy.

                  (k)      Comply with all applicable rules and regulations of
         the SEC; and make generally available to its securityholders earnings
         statements (which need not be audited) satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act), which statements
         shall cover a period of twelve (12) months commencing on the first day
         of the first fiscal quarter of the Company commencing after the
         effective date of each Shelf Registration Statement (within the meaning
         of Rule 158(c) under the Securities Act), and which statements shall be
         so made generally available to the Company's securityholders no later
         than forty (40) days after the end of the applicable twelve (12) month
         period if such period ends on or after December 15, 2004 and before
         December 15, 2005 (or thirty five (35) days after the end of the
         applicable twelve (12) month period if such period ends on or after
         December 15, 2005, or, if such earnings statement is filed with the SEC
         on Form 10-K under the Exchange Act, sixty (60) days after the end of
         the applicable twelve (12) month period).

                  (l)      Cooperate with each Notice Holder to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Securities sold pursuant to a Shelf Registration Statement,
         which certificates shall not bear any restrictive legends, and cause
         such Registrable Securities to be in such denominations as are
         permitted by the


                                      -17-
<PAGE>

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

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

                  (n)      Cooperate and assist in any filings required to be
         made with the National Association of Securities Dealers, Inc.

                  (o)      Upon the filing of the Initial Registration
         Statement, and upon the effectiveness under the Securities Act of the
         Initial Registration Statement, announce the same, in each case by
         release to Reuters Economic Services and Bloomberg Business News.

                  (p)      Take all actions and enter into such customary
         agreements (including, if requested, an underwriting agreement in
         customary form) as are necessary, or reasonably requested by the
         Holders of a majority of the Registrable Securities being sold, in
         order to expedite or facilitate disposition of such Registrable
         Securities; and in such connection, whether or not an underwriting
         agreement is entered into and whether or not the registration is an
         underwritten registration:

                           (i)      the Issuers shall make such representations
                  and warranties to the Holders of such Registrable Securities
                  and the underwriters, if any, in form, substance and scope as
                  would be customarily made by the Issuers to underwriters in
                  similar offerings of securities;

                           (ii)     the Issuers shall obtain opinions of counsel
                  of the Issuers and updates thereof (which counsel and opinions
                  (in form, scope and substance) shall be reasonably
                  satisfactory to the Managing Underwriters, if any, and to the
                  counsel to the Holders of the Registrable Securities being
                  sold) addressed to each selling Holder and the underwriters,
                  if any, covering the matters that would be customarily covered
                  in opinions requested in sales of securities or underwritten
                  offerings;

                           (iii)    the Issuers shall obtain "comfort letters"
                  and updates thereof from the Company's independent certified
                  public accountants (and, if necessary, any other independent
                  certified public accountants of any subsidiary of the Company
                  or of any business acquired by the Company for which financial
                  statements are, or are required to be, included in any Shelf
                  Registration Statement) addressed to the underwriters, if any,
                  and the selling Holders of Registrable Securities (to the
                  extent consistent with Statement on Auditing Standards No. 72
                  of the American Institute of Certified Public Accounts), such
                  letters to be in customary form and covering matters of the
                  type that would customarily be covered in "comfort letters" to
                  underwriters in connection with similar underwritten
                  offerings;


                                      -18-
<PAGE>

                           (iv)     the Issuers shall, if an underwriting
                  agreement is entered into, cause any such underwriting
                  agreement to contain indemnification provisions and procedures
                  substantially equivalent to the indemnification provisions and
                  procedures set forth in Section 6 hereof with respect to the
                  underwriters and all other parties to be indemnified pursuant
                  to said Section; and

                           (v)      the Issuers shall deliver such documents and
                  certificates as may be reasonably requested and as are
                  customarily delivered in similar offerings to the holders of a
                  majority of the Registrable Securities being sold and to the
                  Managing Underwriters, if any;

         the above to be done at (x) the effectiveness of any Shelf Registration
         Statement (and each post-effective amendment thereto) and (y) each
         closing under any underwriting or similar agreement as and to the
         extent required thereunder.

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

                  (r)      Cause the Underlying Common Stock to be listed on The
         Nasdaq National Market.

                  (s)      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 "participate in a public offering" (within the meaning of the
         Conduct Rules (the "NASD Rules") of the National Association of
         Securities Dealers, Inc.) 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, the Issuers
         will assist such broker-dealer in complying with the requirements of
         such NASD Rules, including, without limitation, by: (i) if such NASD
         Rules, including NASD Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in NASD Rule 2720) to
         participate in the preparation of the Shelf Registration Statement
         relating to such Registrable Securities, to exercise usual standards of
         due diligence in respect thereof 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 or price, as the case may be, of such Registrable Securities;
         (ii) indemnifying any such qualified independent underwriter to the
         extent of the indemnification of underwriters provided in Section 6
         hereof; and (iii) providing such information to such broker-dealer as
         may be required in order for such broker-dealer to comply with the
         requirements of the NASD Rules.


                                      -19-
<PAGE>

         4.       Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus delivered
by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that such
Prospectus does not as of the time of such sale omit to state any material fact
relating to or provided by such Holder or its plan of distribution necessary in
order to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. Each Notice Holder
agrees to keep confidential the receipt by such Notice Holder of any Suspension
Notice and the contents thereof, except as required pursuant to applicable law;
provided, however, that the foregoing covenant shall in no way affect or limit
the right of any Holder to sell Registrable Securities other than pursuant to a
Shelf Registration Statement. Each Notice Holder agrees that, if such Holder has
elected to sell Registrable Securities in accordance with any Shelf Registration
Statement, it shall deliver, in accordance with the Securities Act, the most
recent applicable Prospectus provided to such holder by the Issuers pursuant to
Section 2(d) or Section 3(g).

         5.       Registration Expenses. The Issuers shall, jointly and
severally, bear all fees and expenses incurred in connection with the
performance by the Issuers of their respective obligations under Section 2 and
Section 3 of this Agreement whether or not any of the Shelf Registration
Statements are filed or declared effective under the Securities Act. Such fees
and expenses ("Registration Expenses") shall include, without limitation, (i)
all registration and filing fees and expenses (including, without limitation,
fees and expenses (x) with respect to filings required to be made with the
National Association of Securities Dealers, Inc. and (y) of compliance with
federal securities laws and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as the Notice Holders of a majority of the
Registrable Securities being sold pursuant to a Shelf Registration Statement may
designate), (ii) all printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities in a form eligible for
deposit with The Depository Trust Company and printing Prospectuses), (iii) all
duplication and mailing expenses relating to copies of any Shelf Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) all fees and
disbursements of counsel for the Issuers and the reasonable fees and
disbursements of Special Counsel, if any, (v) all reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock and (vi)


                                      -20-
<PAGE>

Securities Act liability insurance obtained by the Issuers in their sole
discretion. In addition, the Issuers shall pay the internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the fees and expenses incurred in connection with the
listing by the Company of the Registrable Securities on any securities exchange
or quotation system on which similar securities of the Company are then listed
and the fees and expenses of any person, including, without limitation, special
experts, retained by the Issuers. Notwithstanding the foregoing, each Holder
shall pay any broker's commissions, agents' commissions or underwriting
discounts and commissions in connection with such Holder's sale of Registrable
Securities pursuant to a Shelf Registration Statement.

         6.       Indemnification, Contribution.

                  (a)      Each Issuer, jointly and severally, agrees to
         indemnify, defend and hold harmless the Initial Purchaser, each Holder,
         each person (a "Controlling Person"), if any, who controls the Initial
         Purchaser or Holder within the meaning of Section 15 of the Securities
         Act or Section 20 of the Exchange Act and the respective officers,
         directors, partners, employees, representatives and agents of the
         Initial Purchaser, the Holders or any Controlling Person (each, an
         "Indemnified Party"), from and against any loss, damage, expense,
         liability, claim or any actions in respect thereof (including the
         reasonable cost of investigation) which such Indemnified Party may
         incur or become subject to under the Securities Act, the Exchange Act
         or otherwise, insofar as such loss, damage, expense, liability, claim
         or action arises out of or is based upon any untrue statement or
         alleged untrue statement of a material fact contained in any Shelf
         Registration Statement or Prospectus, including any document
         incorporated by reference therein, or in any amendment or supplement
         thereto or in any preliminary prospectus, or arises out of or is based
         upon any omission or alleged omission to state a material fact required
         to be stated in any Shelf Registration Statement or in any amendment or
         supplement thereto or necessary to make the statements therein not
         misleading, or arises out of or is based upon any omission or alleged
         omission to state a material fact necessary in order to make the
         statements made in any Prospectus or in any amendment or supplement
         thereto or in any preliminary prospectus, in the light of the
         circumstances under which such statements were made, not misleading,
         and the Issuers shall, jointly and severally, reimburse, as incurred,
         the Indemnified Parties for any legal or other expenses reasonably
         incurred by them in connection with investigating or defending any such
         loss, damage, expense, liability, claim or action in respect thereof;
         provided, however, that the Issuers shall not be required to provide
         any indemnity pursuant to this Section 6(a) in any such case insofar as
         any such loss, damage, expense, liability, claim or action arises out
         of or is based upon any untrue statement or omission or alleged untrue
         statement or omission of a material fact contained in, or omitted from,
         and in conformity with information furnished in writing by or on behalf
         of the Initial Purchaser or a Holder to the Company expressly for use
         in, any Shelf Registration Statement or any Prospectus; provided
         further that, with respect to any untrue statement or omission or
         alleged untrue statement or omission made in any preliminary prospectus
         relating to a Shelf Registration Statement, the indemnity agreement
         contained in this Section 6(a) shall not inure to the benefit of any
         Holder from whom the person asserting any such losses, damages,


                                      -21-
<PAGE>

         expenses, liabilities, claims or actions purchased the Registrable
         Securities concerned, to the extent that a prospectus relating to such
         Registrable Securities was required to be delivered by such Holder
         under the Securities Act in connection with such purchase and any such
         loss, damage, expense, liability, claim or action of such Holder
         results from the fact that there was not sent or given to such person,
         at or prior to the written confirmation of the sale of such Registrable
         Securities to such person, a copy of the final prospectus, provided the
         Company had previously furnished sufficient copies of such final
         prospectus to such Holder in a timely manner as to reasonably permit
         such Holder to send or give a copy of such final prospectus to such
         person at or prior to the written confirmation of such sale; provided
         further, however, that (i) this indemnity agreement will be in addition
         to any liability which the Issuers may otherwise have to such
         Indemnified Party; and (ii) the Issuers shall not be required to
         provide any indemnity pursuant to this Section 6(a) insofar as any such
         loss, damage, expense, liability, claim or action arises out of or is
         based upon an offer or sale, during a Suspension Period for which the
         Issuers have duly given a Suspension Notice in accordance herewith, of
         Registrable Securities pursuant to a Shelf Registration Statement by a
         Notice Holder who had theretofore duly received such Suspension Notice.

                  (b)      Each Holder, severally and not jointly, agrees to
         indemnify, defend and hold harmless each Issuer, its directors,
         officers, employees and any person who controls any Issuer within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act (each, an "Issuer Indemnified Party") from and against any
         loss, damage, expense, liability, claim or any actions in respect
         thereof (including the reasonable cost of investigation) which such
         Issuer Indemnified Party may incur or become subject to under the
         Securities Act, the Exchange Act or otherwise, insofar as such loss,
         damage, expense, liability, claim or action arises out of or is based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in, and in conformity with information (the "Holder
         Information") furnished in writing by or on behalf of such Holder to
         the Company expressly for use in, any Shelf Registration Statement or
         Prospectus, or arises out of or is based upon any omission or alleged
         omission to state a material fact in connection with such Holder
         Information required to be stated in any Shelf Registration Statement
         or Prospectus or necessary to make such Holder Information not
         misleading; and, subject to the limitation set forth in the immediately
         preceding clause, each Holder shall reimburse, as incurred, the Issuer
         Indemnified Party for any legal or other expenses reasonably incurred
         by such Issuer Indemnified Party in connection with investigating or
         defending any loss, damage, expense, liability, claim or action in
         respect thereof. This indemnity agreement will be in addition to any
         liability which such Holder may otherwise have to any Issuer or any of
         its controlling persons. In no event shall the liability of any selling
         Holder of Registrable Securities hereunder be greater in amount than
         the dollar amount of the proceeds received by such Holder upon the
         sale, pursuant to the Shelf Registration Statement, of the Registrable
         Securities giving rise to such indemnification obligation.

                  (c)      If any action, suit or proceeding (each, a
         "Proceeding") is brought against any person in respect of which
         indemnity may be sought pursuant to either Section 6(a) or Section
         6(b), such person (the "Indemnified Party") shall promptly notify the
         person


                                      -22-
<PAGE>

         against whom such indemnity may be sought (the "Indemnifying Party") in
         writing of the institution of such Proceeding and the Indemnifying
         Party shall assume the defense of such Proceeding; provided, however,
         that the omission to so notify such Indemnifying Party shall not
         relieve such Indemnifying Party from any liability which it may have to
         such Indemnified Party or otherwise. Such Indemnified Party shall have
         the right to employ its own counsel in any such case, but the fees and
         expenses of such counsel shall be at the expense of such Indemnified
         Party unless the employment of such counsel shall have been authorized
         in writing by such Indemnifying Party in connection with the defense of
         such Proceeding or such Indemnifying Party shall not have employed
         counsel to have charge of the defense of such Proceeding within thirty
         (30) days of the receipt of notice thereof or such Indemnified Party
         shall have reasonably concluded upon the written advice of counsel that
         there may be one or more defenses available to it that are different
         from, additional to or in conflict with those available to such
         Indemnifying Party (in which case such Indemnifying Party shall not
         have the right to direct that portion of the defense of such Proceeding
         on behalf of the Indemnified Party, but such Indemnifying Party may
         employ counsel and participate in the defense thereof but the fees and
         expenses of such counsel shall be at the expense of such Indemnifying
         Party), in any of which events such reasonable fees and expenses shall
         be borne by such Indemnifying Party and paid as incurred (it being
         understood, however, that such Indemnifying Party shall not be liable
         for the expenses of more than one separate counsel in any one
         Proceeding or series of related Proceedings together with reasonably
         necessary local counsel representing the Indemnified Parties who are
         parties to such action). An Indemnifying Party shall not be liable for
         any settlement of such Proceeding effected without the written consent
         of such Indemnifying Party, but if settled with the written consent of
         such Indemnifying Party, such Indemnifying Party agrees to indemnify
         and hold harmless an Indemnified Party from and against any loss or
         liability by reason of such settlement. Notwithstanding the foregoing
         sentence, if at any time an Indemnified Party shall have requested an
         Indemnifying Party to reimburse such Indemnified Party for fees and
         expenses of counsel as contemplated by the second sentence of this
         paragraph, then such Indemnifying Party agrees that it shall be liable
         for any settlement of any Proceeding effected without its written
         consent if (i) such settlement is entered into more than sixty (60)
         Business Days after receipt by such Indemnifying Party of the aforesaid
         request, (ii) such Indemnifying Party shall not have fully reimbursed
         such Indemnified Party in accordance with such request prior to the
         date of such settlement and (iii) such Indemnified Party shall have
         given such Indemnifying Party at least thirty (30) days' prior notice
         of its intention to settle. No Indemnifying Party shall, without the
         prior written consent of any Indemnified Party, effect any settlement
         of any pending or threatened Proceeding in respect of which such
         Indemnified Party is or could have been a party and indemnity could
         have been sought hereunder by such Indemnified Party, unless such
         settlement includes an unconditional release of such Indemnified Party
         from all liability on claims that are the subject matter of such
         Proceeding and does not include an admission of fault or culpability or
         a failure to act by or on behalf of such Indemnified Party.

                  (d)      If the indemnification provided for in this Section 6
         is unavailable to an Indemnified Party under Section 6(a) or Section
         6(b), or insufficient to hold such


                                      -23-
<PAGE>

         Indemnified Party harmless, in respect of any losses, damages,
         expenses, liabilities, claims or actions referred to therein, then each
         applicable Indemnifying Party, in lieu of indemnifying such Indemnified
         Party, shall contribute to the amount paid or payable by such
         Indemnified Party as a result of such losses, damages, expenses,
         liabilities, claims or actions (i) in such proportion as is appropriate
         to reflect the relative benefits received by the Issuers, on the one
         hand, and by the Holders or the Initial Purchaser, on the other hand,
         from the offering of the Registrable Securities or (ii) if the
         allocation provided by clause (i) above is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) above but also the relative
         fault of the Issuers, on the one hand, and of the Holders or the
         Initial Purchaser, on the other hand, in connection with the statements
         or omissions which resulted in such losses, damages, expenses,
         liabilities, claims or actions, as well as any other relevant equitable
         considerations. The relative fault of the Issuers, on the one hand, and
         of the Holders or the Initial Purchaser, on the other hand, shall be
         determined by reference to, among other things, whether the untrue
         statement or alleged untrue statement of a material fact or omission or
         alleged omission relates to information supplied by the Issuers or by
         the Holders or the Initial Purchaser and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission. The amount paid or payable by a party as a
         result of the losses, damages, expenses, liabilities, claims and
         actions referred to above shall be deemed to include any reasonable
         legal or other fees or expenses reasonably incurred by such party in
         connection with investigating or defending any Proceeding.

                  (e)      The Issuers, the Holders and the Initial Purchaser
         agree that it would not be just and equitable if contribution pursuant
         to this Section 6 were determined by pro rata allocation or by any
         other method of allocation which does not take account of the equitable
         considerations referred to in Section 6(d) above. Notwithstanding the
         provisions of this Section 6, no Holder shall be required to contribute
         any amount in excess of the amount by which the total price at which
         the Registrable Securities giving right to such contribution obligation
         and sold by such Holder were offered to the public exceeds the amount
         of any damages which it 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' respective obligations to contribute
         pursuant to this Section 6 are several in proportion to the respective
         amount of Registrable Securities they have sold pursuant to a Shelf
         Registration Statement, and not joint. The remedies provided for in
         this Section 6 are not exclusive and shall not limit any rights or
         remedies which may otherwise be available to any indemnified party at
         law or in equity.

                  (f)      The indemnity and contribution provisions contained
         in this Section 6 shall remain operative and in full force and effect
         regardless of (i) any termination of this Agreement, (ii) any
         investigation made by or on behalf of any Holder or the Initial
         Purchaser or any person controlling any Holder or the Initial
         Purchaser, or any Issuer , or any officer or director of any Issuer or
         any person controlling any Issuer and (iii) the sale of any Registrable
         Security by any Holder.


                                      -24-
<PAGE>

         7.       Information Requirements.

                  (a)      If at any time before the end of the Effectiveness
         Period, the Company is not subject to the reporting requirements of the
         Exchange Act, each Issuer covenants it will cooperate with any Holder
         of Registrable Securities and take such further action as any Holder of
         Registrable Securities may reasonably request in writing (including,
         without limitation, making such representations as any such Holder may
         reasonably request), all to the extent required from time to time to
         enable such Holder to sell Registrable Securities without registration
         under the Securities Act within the limitations of the exemptions
         provided by Rule 144, Rule 144A, Regulation S and Regulation D under
         the Securities Act and customarily taken in connection with sales
         pursuant to such exemptions. Upon the written request of any Holder,
         the Company shall deliver to such Holder a written statement as to
         whether the Company has complied with the reporting requirements of the
         Exchange Act, unless such a statement has been included in the
         Company's most recent report filed with the SEC pursuant to Section 13
         or Section 15(d) of Exchange Act; provided, however, that nothing in
         this Section 7 shall be deemed to require the Company to register any
         of its securities (other than the Common Stock) under Section 12 of the
         Exchange Act.

                  (b)      The Company shall file the reports required to be
         filed by it under the Exchange Act and shall comply with all other
         requirements set forth in the instructions to Form S-3 in order to
         allow the Company to be eligible to file registration statements on
         Form S-3.

         8.       Underwritten Registrations.

                  (a)      If any of the Registrable Securities covered by the
         Shelf Registration Statement are to be offered and sold in an
         underwritten offering, the investment banker or investment bankers and
         manager or managers that will administer the offering ("Managing
         Underwriters") shall be selected by the holders of a majority of such
         Registrable Securities to be included in such offering, and such
         Managing Underwriters shall be reasonably satisfactory to the Company.

                  (b)      No person may participate in any underwritten
         registration hereunder unless such person (i) agrees to sell such
         person's Registrable Securities on the basis reasonably 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.

         9.       Effectiveness of Obligations and Rights of Guarantors.
Notwithstanding anything herein to the contrary, no Guarantor shall have any
obligation or any right under or pursuant to this Agreement (including, without
limitation, any right to indemnification or contribution under Section 6) until
the Guarantee Effectiveness Date, and the obligations and rights of each


                                      -25-
<PAGE>

Guarantor hereunder shall become effective and operative on and after the
Guarantee Effectiveness Date (it being understood that no Guarantor shall have
any obligation or any right under or pursuant to this Agreement if there shall
be no Guarantee Effectiveness Date). Nothing in this Section 9 shall affect the
Company's rights and obligations hereunder.

         10.      Additional Guarantors. In the event that, pursuant to Section
4.09 of the Indenture, a Qualifying Subsidiary shall have been created or
acquired after the time of execution of the Indenture, such Qualifying
Subsidiary shall, within three (3) Business Days after the date on which such
Qualifying Subsidiary was created or acquired, execute a counterpart to this
Agreement, and this Agreement shall apply to such Qualifying Subsidiary with the
same effect as if such Qualifying Subsidiary had been originally named as a
Guarantor herein.

         11.      Miscellaneous.

                  (a)      Remedies. Each Issuer acknowledges and agrees that
         any failure by any Issuer to comply with its obligations under this
         Agreement may result in material irreparable injury to the Initial
         Purchaser and the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, any Initial
         Purchaser or Holder may obtain such relief as may be required to
         specifically enforce each Issuer's obligations under this Agreement.
         Each Issuer further agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.
         Notwithstanding the foregoing two sentences, this Section 11(a) shall
         not apply to the subject matter referred to in and contemplated by
         Section 2(e).

                  (b)      No Conflicting Agreements. No Issuer is, as of the
         date hereof, a party to, and no Issuer shall, on or after the date of
         this Agreement, enter into, any agreement with respect to such Issuer's
         securities that conflicts with the rights granted to the Holders in
         this Agreement. Each Issuer represents and warrants that the rights
         granted to the Holders hereunder do not in any way conflict with the
         rights granted to the holders of the Company's securities under any
         other agreements. No Issuer will take any action with respect to the
         Registrable Securities which would adversely affect the ability of any
         of the Holders to include such Registrable Securities in a registration
         undertaken pursuant to this Agreement, and after the date hereof, no
         Issuer shall grant to any of its security holders (other than the
         Holders in such capacity) the right to include any of the Company's
         securities in any Shelf Registration Statement filed pursuant to this
         Agreement.

                  (c)      Amendments and Waivers. The provisions of this
         Agreement, including the provisions of this sentence, may not be
         amended, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the
         Issuers have obtained the written consent of Holders of a majority of
         outstanding Registrable Securities; provided, however, that, no consent
         is necessary from any of the Holders in the event that this Agreement
         is amended, modified or supplemented for the purpose of curing any
         ambiguity, defect or inconsistency that does not adversely affect


                                      -26-
<PAGE>

         the rights of any Holders. Notwithstanding the foregoing, a waiver or
         consent to depart from the provisions hereof with respect to a matter
         that relates exclusively to the rights of Holders of Registrable
         Securities whose securities are being sold pursuant to a Shelf
         Registration Statement and that does not directly or indirectly affect
         the rights of other Holders of Registrable Securities may be given by
         Holders of at least a majority of the Registrable Securities being sold
         by such Holders pursuant to such Shelf Registration Statement;
         provided, however, that the provisions of this sentence may not be
         amended, modified, or supplemented except in accordance with the
         provisions of the immediately preceding sentence. Each Holder of
         Registrable Securities outstanding at the time of any such amendment,
         modification, supplement, waiver or consent or thereafter shall be
         bound by any such amendment, modification, supplement, waiver or
         consent effected pursuant to this Section 11(c), whether or not any
         notice, writing or marking indicating such amendment, modification,
         supplement, waiver or consent appears on the Registrable Securities or
         is delivered to such Holder.

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

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

                           (ii)     if to any Issuer, to:

                                    c/o Matria Healthcare, Inc.
                                    1850 Parkway Place
                                    Marietta, GA 30067
                                    Attention: Chief Financial Officer
                                    Telecopy No.: 770-767-8026

                                             with a copy (for informational
                                             purposes only) to:

                                    Troutman Sanders LLP
                                    600 Peachtree Street, NE
                                    Suite 5200
                                    Atlanta, GA 30308
                                    Telecopy No. (464) 926-6687
                                    Attention: James L. Smith, III


                                      -27-
<PAGE>

                           (iii)    if to the Initial Purchaser, to:

                                    UBS Securities LLC
                                    299 Park Avenue
                                    New York, New York 10171
                                    Attention: Syndicate Department
                                    Telecopy No.: (212) 713-1205

                                    with a copy to (for informational purposes
                                    only):

                                    UBS Securities LLC
                                    299 Park Avenue
                                    New York, New York 10171
                                    Attention: Legal Department
                                    Telecopy No.: (212) 821-4042

                                            and

                                    UBS Securities LLC
                                    677 Washington Boulevard
                                    Stamford, Connecticut 06901
                                    Attention: Syndicate Department
                                    Telecopy No.: (203) 719-0683

         or to such other address as such person may have furnished to the other
         persons identified in this Section 11(d) in writing in accordance
         herewith.

                  (e)      Majority of Registrable Securities. For purposes of
         determining what constitutes holders of a majority of Registrable
         Securities, as referred to in this Agreement, a majority shall
         constitute a majority in aggregate principal amount of Registrable
         Securities, treating each relevant holder of shares of Underlying
         Common Stock as a holder of the aggregate principal amount of Notes in
         respect of which such Common Stock was issued.

                  (f)      Approval of Holders. Whenever the consent or approval
         of Holders of a specified percentage of Registrable Securities is
         required hereunder, Registrable Securities held by any Issuer or its
         "affiliates" (as such term is defined in Rule 405 under the Securities
         Act) (other than the Initial Purchaser or subsequent Holders of
         Registrable Securities, if the Initial Purchaser or such subsequent
         Holders are deemed to be such affiliates solely by reason of their
         holdings of such Registrable Securities) shall not be counted in
         determining whether such consent or approval was given by the Holders
         of such required percentage.

                  (g)      Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Issuers, on the one hand, and the Initial Purchaser, on the other hand,
         and shall have the right to enforce such agreements directly to the
         extent they may deem such enforcement necessary or advisable to protect
         their rights or the rights of Holders hereunder. The Trustee shall be
         entitled to the rights granted to it pursuant to this Agreement.


                                      -28-
<PAGE>

                  (h)      Successors and Assigns. Any person who purchases any
         Covered Security from the Initial Purchaser or from any Holder shall be
         deemed, for purposes of this Agreement, to be an assignee of the
         Initial Purchaser or such Holder, as the case may be. This Agreement
         shall inure to the benefit of and be binding upon the respective
         successors and assigns of each of the parties hereto and shall inure to
         the benefit of and be binding upon each Holder of any Covered Security.

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

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

                  (k)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
         AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
         WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  (l)      Severability. If any term, provision, covenant or
         restriction of this Agreement is held to be invalid, illegal, void or
         unenforceable, the remainder of the terms, provisions, covenants and
         restrictions set forth herein shall remain in full force and effect and
         shall in no way be affected, impaired or invalidated thereby, and the
         parties hereto shall use their reasonable best efforts to find and
         employ an alternative means to achieve the same or substantially the
         same result as that contemplated by such term, provision, covenant or
         restriction, it being intended that all of the rights and privileges of
         the parties shall be enforceable to the fullest extent permitted by
         law.

                  (m)      Entire Agreement. This Agreement is intended by the
         parties hereto as a final expression of their agreement and is intended
         to be a complete and exclusive statement of the agreement and
         understanding of the parties hereto in respect of the subject matter
         contained herein and the registration rights granted by the Issuers
         with respect to the Registrable Securities. Except as provided in the
         Purchase Agreement, there are no restrictions, promises, warranties or
         undertakings, other than those set forth or referred to herein, with
         respect to the registration rights granted by the Issuers with respect
         to the Registrable Securities. This Agreement supersedes all prior
         agreements and undertakings among the parties with respect to such
         registration rights. No party hereto shall have any rights, duties or
         obligations other than those specifically set forth in this Agreement.

                  (n)      Termination. This Agreement and the obligations of
         the parties hereunder shall terminate upon the end of the Effectiveness
         Period, except for any liabilities or obligations under Section 4,
         Section 5 or Section 6 hereof and the obligations to make payments of
         and provide for additional interest under Section 2(e) hereof to the
         extent


                                      -29-
<PAGE>

         such additional interest accrues prior to the end of the Effectiveness
         Period and to the extent any overdue additional interest accrues in
         accordance with the last paragraph of such Section 2(e), each of which
         shall remain in effect in accordance with its terms.

                  (o)      Submission to Jurisdiction. Except as set forth
         below, no claim, counterclaim or dispute of any kind or nature
         whatsoever arising out of or in any way relating to this Agreement
         ("Claim") may be commenced, prosecuted or continued in any court other
         than the courts of the State of New York located in the City and County
         of New York or in the United States District Court for the Southern
         District of New York, which courts shall have jurisdiction over the
         adjudication of such matters, and each Issuer hereby consents to the
         jurisdiction of such courts and personal service with respect thereto.
         Each Issuer hereby consents to personal jurisdiction, service and venue
         in any court in which any Claim arising out of or in any way relating
         to this Agreement is brought by any third party against the Initial
         Purchaser. EACH ISSUER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
         PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY
         ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each Issuer agrees that a
         final judgment in any such Proceeding brought in any such court shall
         be conclusive and binding upon such Issuer and may be enforced in any
         other courts in the jurisdiction of which such Issuer is or may be
         subject, by suit upon such judgment.

  [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


                                      -30-
<PAGE>

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

                                Very truly yours,

                                MATRIA HEALTHCARE, INC.



                                By:    /s/ Parker H. Petit
                                     -------------------------------------
                                     Name:  Parker H. Petit
                                     Title: Chairman and Chief Executive Officer

                                QUALITY ONCOLOGY, INC.
                                DIABETES SELF CARE, INC.
                                FACET TECHNOLOGIES LLC
                                DIABETES MANAGEMENT SOLUTIONS, INC.



                                By:    /s/ Roberta L. McCaw
                                     ---------------------------------------
                                     Name:  Roberta L. McCaw
                                     Title: Secretary

Accepted and agreed to as of the date
first above written:

UBS SECURITIES LLC



By:      /s/ Michael Leder
     ---------------------------------------
     Name: Michael Leder
     Title:   Managing Director



By:      /s/ David Lessen
     ---------------------------------------
     Name: David Lessen
     Title:   Executive Director


<PAGE>

                                   SCHEDULE A

                                   GUARANTORS

1.       Quality Oncology, Inc.
2.       Diabetes Self Care, Inc.
3.       Facet Technologies LLC
4.       Diabetes Management Solutions, Inc.


                                      A-1

</TEXT>
</DOCUMENT>
