REGISTRATION RIGHTS AGREEMENT



                                  BY AND AMONG



                       OWENS-BROCKWAY GLASS CONTAINER INC.



                                       AND



                                 THE GUARANTORS

                                  LISTED HEREIN



                                       AND



                         BANC OF AMERICA SECURITIES LLC

                              GOLDMAN, SACHS & CO.

                         DEUTSCHE BANC ALEX. BROWN INC.

                        MORGAN STANLEY & CO. INCORPORATED

                            SCOTIA CAPITAL (USA) INC.



                          DATED AS OF JANUARY 24, 2002



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                          REGISTRATION RIGHTS AGREEMENT



          This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of January 24, 2002, by and among Owens-Brockway Glass Container

Inc., a Delaware corporation (the "COMPANY"), the Guarantors listed on the

signature pages hereof (each individually a "GUARANTOR" and collectively,

"GUARANTORS") and Banc of America Securities LLC, Goldman, Sachs & Co., Deutsche

Banc Alex. Brown Inc., Morgan Stanley & Co. Incorporated and Scotia Capital

(USA) Inc. (each an "INITIAL PURCHASER" and, collectively, the "INITIAL

PURCHASERS"), each of whom has agreed to purchase the Company's 8?% Senior

Secured Notes due 2009 (the "INITIAL NOTES") pursuant to the Purchase Agreement

(as defined below).



          This Agreement is made pursuant to the Purchase Agreement, dated as of

January 16, 2002 (the "PURCHASE AGREEMENT"), by and among the Company, the

Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers

to purchase the Initial Notes, the Company and the Guarantors have agreed to

provide the registration rights set forth in this Agreement. The execution and

delivery of this Agreement is a condition to the obligations of the Initial

Purchasers set forth in Section 5(h) of the Purchase Agreement.



          The parties hereby agree as follows:



SECTION 1. DEFINITIONS



          As used in this Agreement, the following capitalized terms shall have

the following meanings:



          AFFILIATE: With respect to any specified person, "Affiliate" shall

mean any other person directly or indirectly controlling or controlled by or

under direct or indirect common control with such specified person. For the

purposes of this definition, "control," when used with respect to any person,

means the power to direct the management and policies of such person, directly

or indirectly, whether through the ownership of voting securities, by contract

or otherwise and the terms "affiliated," "controlling" and "controlled" have

meanings correlative to the foregoing.



          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.



          BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange Notes that are

acquired by a Broker-Dealer in the Exchange Offer in exchange for Initial Notes

that such Broker-Dealer acquired for its own account as a result of

market-making activities or other trading activities (other than Initial Notes

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



          BUSINESS DAY: Any day except a Saturday, Sunday or other day in the

City of New York, or in the city of the corporate trust office of the Trustee,

on which banks are authorized to close.



          CLOSING DATE: The date of this Agreement.



          COMMISSION: The Securities and Exchange Commission.



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          CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for

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

effectiveness under the Securities Act of the Exchange Offer Registration

Statement relating to the Exchange Notes to be issued in the Exchange Offer,

(ii) the maintenance of such 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 Exchange Notes in the same

aggregate principal amount as the aggregate principal amount of Initial Notes

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



          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.



          EXCHANGE NOTES: The 8 7/8% Senior Secured Notes due 2009, of the same

series under the Indenture as the Initial Notes, to be issued to Holders in

exchange for Transfer Restricted Securities pursuant to this Agreement.



          EXCHANGE OFFER: The registration by the Company and the Guarantors

under the Securities Act of the Exchange Notes and the related guarantees

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 Exchange Notes in an aggregate principal amount equal to the

aggregate principal amount of the Transfer Restricted Securities tendered in

such exchange offer by such Holders.



          EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement

relating to the Exchange Offer, including the related Prospectus.



          HOLDERS: As defined in Section 2(b) hereof.



          INDEMNIFIED PARTY: As defined in Section 8(c) hereof.



          INDEMNIFYING PARTY: As defined in Section 8(c) hereof.



          INDENTURE: The Indenture, dated as of January 24, 2002, among the

Company, the Guarantors and U.S. Bank, N.A., as trustee (the "TRUSTEE"), as

supplemented by the First Supplemental Indenture, dated as of January 24, 2002,

among the Company, the Guarantors and the Trustee, pursuant to which the Notes

are to be issued, as such Indenture and First Supplemental Indenture are amended

or supplemented from time to time in accordance with the terms thereof.



          INITIAL NOTES: The 8 7/8% Senior Secured Notes due 2009, of the same

series under the Indenture as the Exchange Notes, for so long as such securities

constitute Transfer Restricted Securities.



          INITIAL PLACEMENT: The issuance and sale by the Company of the Initial

Notes to the Initial Purchasers pursuant to the Purchase Agreement.



          INITIAL PURCHASER: As defined in the preamble hereto.



                                        2

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          INTEREST PAYMENT DATE: As defined in the Indenture and the Notes.



          LIQUIDATED DAMAGES: As defined in Section 5 hereof.



          NASD: National Association of Securities Dealers, Inc.



          NOTES: The Initial Notes and the Exchange Notes.



          PERSON: An individual, partnership, corporation, trust or

unincorporated organization, or a government or agency or political subdivision

thereof.



          PROSPECTUS: The prospectus included in a Registration Statement, as

amended or supplemented by any prospectus supplement and by all other amendments

thereto, including post-effective amendments, and all material incorporated by

reference into such Prospectus.



          REGISTRATION DEFAULT: As defined in Section 5 hereof.



          REGISTRATION STATEMENT: Any registration statement of the Company and

the Guarantors relating to (a) an offering of Exchange Notes and the related

guarantees pursuant to an Exchange Offer or (b) the registration for resale of

Transfer Restricted Securities pursuant to the Shelf Registration Statement,

which is filed pursuant to the provisions of this Agreement, in each case,

including the Prospectus included therein, all amendments and supplements

thereto (including post-effective amendments) and all exhibits and material

incorporated by reference therein.



          SECURITIES ACT: The Securities Act of 1933, as amended.



          SHELF FILING DEADLINE: As defined in Section 4 hereof.



          SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.



          TRUST INDENTURE ACT: The Trust Indenture Act of 1939 (15 U.S.C.

Section 77aaa-77bbbb) as in effect on the date of the Indenture.

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