REGISTRATION RIGHTS AGREEMENT





         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and

entered into as of the 17th day of January, 2002, by and among Interface, Inc.,

a Georgia corporation (the "Company"), Bentley Mills, Inc., a Delaware

corporation, Bentley Royalty Company, a Nevada corporation, Chatham, Inc., a

North Carolina corporation, Chatham Marketing Co., a North Carolina

corporation, Commercial Flooring Systems, Inc., a Pennsylvania corporation,

Flooring Consultants, Inc., an Arizona corporation, Guilford of Maine, Inc., a

Nevada corporation, Guilford of Maine Finishing Services, Inc., a Nevada

corporation, Guilford of Maine Marketing Co., a Nevada corporation, Intek,

Inc., a Georgia corporation, Intek Marketing Co., a Nevada corporation,

Interface Americas, Inc., a Georgia corporation, Interface Americas Holdings,

Inc., a Georgia corporation, Interface Americas Re:Source Technologies, Inc., a

Georgia corporation, Interface Architectural Resources, Inc., a Michigan

corporation, Interface Fabrics Group, Inc., a Delaware corporation, Interface

Flooring Systems, Inc., a Georgia corporation, Interface Licensing Company, a

Nevada corporation, Interface Overseas Holdings, Inc., a Georgia corporation,

Interface Real Estate Holdings, LLC, a Georgia limited liability company,

Interface Royalty Company, a Nevada corporation, Pandel, Inc., a Georgia

corporation, Prince Street Royalty Company, a Nevada corporation, Quaker City

International, Inc., a Pennsylvania corporation, Re:Source Americas

Enterprises, Inc., a Georgia corporation, Re:Source Massachusetts Floor

Covering, Inc., a Massachusetts corporation, Re:Source New Jersey, Inc., a New

Jersey corporation, Re:Source New York, Inc., a New York corporation, Re:Source

Washington, D.C., Inc., a Virginia corporation, Superior/Reiser Flooring

Resources, Inc., a Texas corporation, Toltec Fabrics, Inc., a Georgia

corporation (collectively, the "Guarantors") and Salomon Smith Barney, Inc. and

First Union Securities, Inc. (collectively, the "Purchasers").



         This Agreement is made pursuant to the Purchase Agreement dated

January 11, 2002, among the Company, the Guarantors, and the Purchasers (the

"Purchase Agreement"), which provides for the sale by the Company to the

Purchasers of 10.375% Senior Notes due 2010 (the "Senior Notes"). The Senior

Notes are to be issued by the Company pursuant to the provisions of an

Indenture dated as of January 17, 2002 (as amended, supplemented or otherwise

modified from time to time, the "Indenture") between the Company, certain

subsidiaries of the Company as guarantors and First Union National Bank, as

trustee (the "Trustee").



         In order to induce the Purchasers to enter into the Purchase

Agreement, the Company has agreed to provide to the Purchasers and their direct

and indirect transferees the registration rights with respect to the Senior

Notes set forth in this Agreement. The execution of this Agreement is a

condition to the closing under the Purchase Agreement.



         In consideration of the foregoing, the parties hereto agree as

follows:



         1.       Definitions.



         As used in this Agreement, the following capitalized defined terms

shall have the following meanings:



                  "1933 Act" shall mean the Securities Act of 1933, as amended

         from time to time.



                  "1934 Act" shall mean the Securities Exchange Act of 1934, as

         amended from time to time.











                  "Closing Date" shall mean the Closing Date as defined in the

         Purchase Agreement.



                  "Company" shall have the meaning set forth in the preamble

         and shall also include the Company's successors.



                  "Exchange Date" shall have the meaning set forth in Section

         2(a)(ii).



                  "Exchange Notes" shall mean securities issued by the Company

         under the Indenture containing terms identical to the Senior Notes

         (except that (i) interest thereon shall accrue from the last date on

         which interest was paid on the Senior Notes or, if no such interest

         has been paid, from January 17, 2002 and (ii) the Exchange Notes will

         not provide for an increase in the rate of interest and will not

         contain terms with respect to transfer restrictions) and to be offered

         to Holders of Senior Notes in exchange for Senior Notes pursuant to

         the Exchange Offer.



                  "Exchange Offer" shall mean the exchange offer by the Company

         of Exchange Notes for Registrable Notes pursuant to Section 2(a)

         hereof.



                  "Exchange Offer Registration" shall mean a registration under

         the 1933 Act effected pursuant to Section 2(a) hereof.



                  "Exchange Offer Registration Statement" shall mean an

         exchange offer registration statement on Form S-4 (or, if applicable,

         on another appropriate form) and all amendments and supplements to

         such registration statement, in each case including the Prospectus

         contained therein, all exhibits thereto and all material incorporated

         by reference therein.



                  "Guarantees" shall mean the guarantee of the Senior Notes by

         each Guarantor.



                  "Holder" shall mean the Purchasers, for so long as they own

         any Registrable Notes, and each of their successors, assigns and

         direct and indirect transferees who become registered owners of

         Registrable Notes under the Indenture; provided that for purposes of

         Sections 4 and 5 of this Agreement, the term "Holder" shall include

         Participating Broker-Dealers (as defined in Section 4(a)).



                  "Holder Shelf Registration Notice" shall mean written notice

         from a Holder to the Company that such Holder (x) is prohibited by

         applicable law or SEC policy from participating in the Exchange Offer,

         (y) may not resell Exchange Notes acquired by it in the Exchange Offer

         to the public without delivering a prospectus and that the prospectus

         contained in the Exchange Offer Registration Statement is not

         appropriate or available for such resales by such Holder or (z) is a

         broker-dealer and holds Registrable Notes acquired directly from the

         Company or an "affiliate" of the Company.



                  "Indenture" shall have the meaning set forth in the preamble.



                  "Majority Holders" shall mean the Holders of a majority of

         the aggregate principal amount of outstanding Registrable Notes;

         provided that, for purposes of Section 6(b), whenever the consent or

         approval of Holders of a specified percentage of Registrable Notes is

         required hereunder, Registrable Notes held by the Company or any of

         its affiliates (as such term is defined in Rule 405 under the 1933

         Act) (other than the Purchasers or subsequent holders of Registrable

         Notes if such subsequent holders are deemed to be such affiliates

         solely by reason of their





                                       2







         holding of such Registrable Notes) shall not be counted in determining

         whether such consent or approval was given by the Holders of such

         required percentage or amount.



                  "Offer Termination Date" shall have the meaning set forth in

         Section 2(a)(iv).



                  "Participating Broker-Dealer" shall have the meaning set

         forth in Section 4(a) hereof.



                  "Person" shall mean an individual, partnership, corporation,

         trust or unincorporated organization, or a government or agency or

         political subdivision thereof.



                  "Prospectus" shall mean the prospectus included in a

         Registration Statement, including any preliminary prospectus or

         offering memorandum, and any such prospectus as amended or

         supplemented by any prospectus supplement, including a prospectus

         supplement with respect to the terms of the offering of any portion of

         the Registrable Notes covered by a Shelf Registration Statement, and

         by all other amendments and supplements to such prospectus, and in

         each case including all material incorporated by reference therein.



                  "Purchase Agreement" shall have the meaning set forth in the

         preamble.



                  "Purchasers" shall have the meaning set forth in the

         preamble.



                  "Registrable Notes" shall mean the Senior Notes; provided,

         however, that the Senior Notes shall cease to be Registrable Notes (i)

         when a Registration Statement with respect to such Senior Notes shall

         have been declared effective under the 1933 Act and such Senior Notes

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