OWENS-BROCKWAY GLASS CONTAINER INC.



                      8 3/4% SENIOR SECURED NOTES DUE 2012



                          REGISTRATION RIGHTS AGREEMENT



                                                              New York, New York

                                                               December 18, 2002



Salomon Smith Barney Inc.

Banc of America Securities LLC

Deutsche Bank Securities Inc.

Banc One Capital Markets, Inc.

Scotia Capital (USA) Inc.

Goldman, Sachs & Co.

Barclays Capital Inc.

BNP Paribas Securities Corp.

Credit Lyonnais Securities (USA) Inc.

Fleet Securities, Inc.

McDonald Investments Inc.

SG Cowen Securities Corporation

BNY Capital Markets, Inc.

TD Securities (USA) Inc.

c/o Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013



Dear Sirs:



          Owens-Brockway Glass Container Inc., a corporation organized under the

laws of Delaware (the "COMPANY"), proposes to issue and sell to certain

purchasers (the "INITIAL PURCHASERS"), upon the terms set forth in a purchase

agreement dated December 11, 2002 (the "PURCHASE AGREEMENT"), its 8 3/4% Senior

Secured Notes due 2012 (the "NOTES") guaranteed by the Guarantors (the

"GUARANTEES" and, together with the Notes, the "SECURITIES") relating to the

initial placement of the Securities (the "INITIAL PLACEMENT"). To induce the

Initial Purchasers to enter into the Purchase Agreement and to satisfy a

condition of your obligations thereunder, each of the Company and the Guarantors

agree, as follows:



          1. DEFINITIONS. Capitalized terms used herein without definition shall

have their respective meanings set forth in the Purchase Agreement. As used in

this Agreement, the following capitalized defined terms shall have the following

meanings:



          "ACT" shall mean the Securities Act of 1933, as amended, and the rules

and regulations of the Commission promulgated thereunder.



          "ADDITIONAL SECURITIES" shall have the meaning set forth in the

Indenture.



{Page}



          "ADVICE" shall have the meaning set forth in Section 6 hereof.



          "AFFILIATE" of any specified Person shall mean any other Person that,

directly or indirectly, is in control of, is controlled by, or is under common

control with, such specified Person. For purposes of this definition, "control"

of a Person shall mean the power, direct or indirect, to direct or cause the

direction of the management and policies of such Person whether by contract or

otherwise, and the terms "controlling" and "controlled" shall have meanings

correlative to the foregoing.



          "BROKER-DEALER" shall mean any broker or dealer registered as such

under the Exchange Act.



          "BROKER-DEALER TRANSFER RESTRICTED SECURITIES" shall mean New

Securities that are acquired by a Broker-Dealer in the Exchange Offer in

exchange for Securities that such Broker-Dealer acquired for its own account as

a result of market-making activities or other trading activities (other than

Securities acquired directly from the Company or any of its Affiliates).



          "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a

legal holiday or a day on which banking institutions or trust companies are

authorized or obligated by law to close in New York City or in the city of the

corporate trust office of the Trustee.



          "CLOSING DATE" shall mean the date of this Agreement.



          "COMMISSION" shall mean the Securities and Exchange Commission.



          "CONSUMMATE" an Exchange Offer shall be deemed "Consummated" for

purposes of this Agreement upon the occurrence of (i) the filing and

effectiveness under the Act of the Exchange Offer Registration Statement

relating to the New Securities to be issued in the Exchange Offer, (ii) the

maintenance of such Exchange Offer Registration Statement continuously effective

and the keeping of the Exchange Offer open for a period not less than the

minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery

by the Company to the Registrar under the Indenture of New Securities in the

same aggregate principal amount as the aggregate principal amount of Securities

that were tendered by Holders thereof pursuant to the Exchange Offer.



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

amended, and the rules and regulations of the Commission promulgated thereunder.



          "EXCHANGE OFFER" shall mean the registration by the Company and the

Guarantors under the Act of the New Securities pursuant to a Registration

Statement pursuant to which the Company offers the Holders of all outstanding

Transfer Restricted Securities the opportunity to exchange all such outstanding

Transfer Restricted Securities held by such Holders for New Securities in an

aggregate principal amount equal to the aggregate principal amount of the

Transfer Restricted Securities tendered in such exchange offer by such Holders.

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