
                       REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of
February 2, 1998 by and between ASHLAND INC., a Kentucky  corporation  (the
"Company"),  and each of the persons  whose names  appear on the  signature
page attached hereto (each, a "Holder" and collectively, the "Holders").

     WHEREAS, pursuant to an Agreement of Merger and Plan of Reorganization
dated as of January 21,  1998 (the  "Merger  Agreement"),  by and among the
Company,  the  Holders,  and EGL-1,  Inc., a  California  corporation,  the
Holders have acquired shares of common stock,  $1.00 par value (the "Common
Stock"),  of the Company  (collectively,  and  together  with any shares of
Common  Stock of the Company  issued to a Holder as (or  issuable  upon the
conversion  or exercise of any warrant,  right or other  security  which is
issued as) a dividend or other distribution with respect to, or in exchange
for or in  replacement  of, any shares of Common Stock held by the Holders,
the "Registrable Securities");

     WHEREAS,  in order to induce the  Holders to acquire  the  Registrable
Securities,  the  Company  and the  Holders  have agreed to enter into this
Agreement; and

     WHEREAS,  it is intended  by the  Company  and the  Holders  that this
Agreement shall become  effective  immediately  upon the acquisition by the
Holders of the Registrable Securities;

     NOW,  THEREFORE,  in consideration  of the premises,  promises and the
mutual covenants contained herein and in the Merger Agreement,  the Company
hereby agrees as follows:

         1.       Registration Rights.

                           (a) Grant of Required  Registration  Right.  The
         Company  agrees (i) to prepare and file a  registration  statement
         (the  "Registration  Statement") on Form S-3 (or other  applicable
         form) with the  Securities  and  Exchange  Commission  (the "SEC")
         under the  Securities  Act of 1933,  as amended  (the  "Securities
         Act"),  no later than sixty (60) days  following  the  Closing (as
         defined in the Merger  Agreement)  covering the  registration  for
         resale  of the  Registrable  Securities,  and  (ii)  use its  best
         efforts to cause the  Registration  Statement to become  effective
         under  the   Securities  Act  no  later  than  May  1,  1998  (the
         "Registration  Date").  The Company  shall use its best efforts to
         cause the Registration  Statement to be effective continuously for
         a period of sixty (60) days beginning with the  Registration  Date
         (the "Registration Period");  provided, however, that in the event
         the Registration Statement does not become effective on such date,
         the  Registration  Period shall commence on such later date as the
         Registration  Statement  becomes  effective (and provided further,
         that such deferral of the Registration Period shall not excuse any
         breach by the Company of its obligations hereunder).

                           (b) Exception as to Timing.  Notwithstanding any
         other  provision  of this  Agreement,  the Company may postpone or
         suspend the filing or effectiveness of the Registration  Statement
         if the Company shall  furnish to the Holders a certificate  signed
         by the Chief Financial Officer of the Company (the  "Certificate")
         stating  that, in the good faith  judgment of the Chief  Financial
         Officer of the Company, it would be detrimental to the Company and
         its shareholders for the Registration Statement to be filed or the
         effectiveness  thereof continued and it is therefore  necessary to
         defer or suspend,  as applicable,  the filing or  effectiveness of
         the Registration Statement. Upon receipt of the Certificate,  each
         Holder  shall  cease  sales of the  Registrable  Securities  until
         notified by the Company that the Registration  Statement is or has
         remained  effective.  The Company shall have the right to defer or
         suspend such filing or effectiveness  for a maximum of two periods
         as  follows:  (i) a period of not more than seven (7)  consecutive
         days and a period of not more than thirty (30)  consecutive  days;
         provided,  however,  that,  with respect to the thirty-day  period
         described above, the Company shall use its commercially reasonable
         efforts  to  terminate  as soon as  practicable  the  deferral  or
         suspension  of the  effectiveness  of the  Registration  Statement
         prior to the  expiration of such period;  and  provided,  further,
         that  notwithstanding  anything to the contrary set forth  herein,
         the Company shall not exercise any right of deferral or suspension
         of the  effectiveness  of the  Registration  Statement for the ten
         consecutive  trading days commencing on the Registration Date (or,
         if later,  the date the Registration  Period actually  commenced).
         The length of the Registration  Period (as defined above) shall be
         increased by the length of any deferral or  postponement  taken by
         the Company hereunder.

         2. Registration Procedures. Pursuant to its obligations hereunder,
the Company shall:

                           (a)   prepare   and   file   with  the  SEC  the
         Registration  Statement  and use its best  efforts  to  cause  the
         Registration Statement to become effective and remain effective as
         provided above;

                           (b)   prepare   and  file   with  the  SEC  such
         amendments and supplements to the  Registration  Statement and the
         prospectus  used in  connection  therewith  as may be necessary to
         keep the Registration Statement effective as provided above and to
         comply with the  provisions of the  Securities Act with respect to
         the sale or other  disposition  of all  securities  covered by the
         Registration  Statement  (including  prospectus  supplements  with
         respect to the sales of securities from time to time in connection
         with  a  registration  statement  pursuant  to  Rule  415  of  the
         Commission);

                           (c) supply copies of the Registration  Statement
         and any amendments  thereto (it being understood that for purposes
         of this Agreement,  reports filed under the Exchange Act shall not
         constitute   part  of,  or  an  amendment  to,  the   Registration
         Statement)  to each Holder prior to filing such  document with the
         SEC, and  reasonably  consult with such persons and their  counsel
         with respect to the form and content of such  filing.  The Company
         will immediately amend such Registration Statement to include such
         reasonable  changes  as the  Holders  reasonably  agree  should be
         included therein;

                           (d)  furnish  to the  Holders  such  numbers  of
         copies of a summary  prospectus or other  prospectus,  including a
         preliminary  prospectus  or any  amendment  or  supplement  to any
         prospectus,  in conformity with the requirements of the Securities
         Act,  and such  other  documents  as the  Holders  may  reasonably
         request  in  order  to   facilitate   the  public  sale  or  other
         disposition of the securities owned by the Holders;

                           (e) use its best efforts to register and qualify
         the securities  covered by the  Registration  Statement under such
         other  securities  or blue sky laws of such  jurisdictions  as the
         Holders shall  reasonably  request,  and do any and all other acts
         and things  which may be  necessary  or  advisable  to enable such
         Holders to consummate the public sale or other disposition in such
         jurisdictions of the securities owned by such Holders, except that
         the Company  shall not for any such purpose be required to qualify
         to do  business  as a  foreign  corporation  in  any  jurisdiction
         wherein  it is not so  qualified,  to  file  therein  any  general
         consent  to  service  of process or to be subject to any escrow or
         other similar conditions;

                           (f) use its best efforts to list the Registrable
         Securities on any  securities  exchange on which any securities of
         the Company are then listed,  if the listing of such securities is
         then permitted under the rules of such exchange;

                           (g) enter into and perform its obligations under
         an  underwriting  agreement,  if the  offering is an  underwritten
         offering,   in  usual  and  customary   form,  with  the  managing
         underwriter or underwriters of such underwritten offering;

                           (h)  notify  the  Holders  at  any  time  when a
         prospectus relating thereto covered by the Registration  Statement
         is  required  to be  delivered  under the  Securities  Act, of the
         happening  of any event of which it has  knowledge  as a result of
         which the prospectus  included in the Registration  Statement,  as
         then in effect, includes an untrue statement of a material fact or
         omits to state a material  fact  required to be stated  therein or
         necessary to make the  statements  therein not  misleading  in the
         light of the circumstances then existing;

                           (i)  immediately  notify  each Holder (a) of the
         issuance  by the SEC of any stop  order or  order  suspending  the
         effectiveness of the  Registration  Statement or the initiation of
         any  proceedings  for that  purpose,  or (b) of the receipt by the
         Company of any notification  with respect to the suspension of the
         qualification  of  the  Registrable  Securities  for  sale  in any
         jurisdiction,  or the  initiation  of  any  proceedings  for  such
         purpose.  The  Company,  with the  reasonable  cooperation  of the
         Holders,  shall make every  reasonable  effort to contest any such
         proceedings  and to obtain the withdrawal of any such order at the
         earliest possible time;

                           (j)  make  earning  statements   satisfying  the
         provisions  of Section  11(a) of the  Securities  Act and Rule 158
         thereunder  generally available to its security holders as soon as
         reasonably  practicable,  but in no event later than 45 days after
         the end of any 12-month period commencing at the end of any fiscal
         quarter in which Registrable Securities are sold;

                           (k)  take  such   other   actions  as  shall  be
         reasonably requested by any Holders to facilitate the registration
         and sale of the Registrable Securities.

         3. Exclusion of Certain Securities in Registration  Statement;  No
Other Registration Statements. The Company hereby represents,  warrants and
agrees  that other than the  Registrable  Securities  it shall not allow or
permit  any  other  securities  of  the  Company  to  be  included  in  the
Registration  Statement;  provided,  however,  that other securities may be
included in the  Registration  Statement  at the request of the Company and
with the prior written consent of all the Holders,  which consent shall not
be unreasonably withheld.

         4.  Expenses.  All expenses  incurred in any  registration  of the
Holder's  Registrable  Securities under this Agreement shall be paid by the
Company,  including,  without  limitation,   printing  expenses,  fees  and
disbursements  of  counsel  for  the  Company,   the  reasonable  fees  and
disbursements of one counsel for the Holders (which counsel the Company may
request be the Company's  counsel if such counsel is reasonably  acceptable
to the Holders and, if not,  such counsel shall be selected by the Holders;
provided,  however,  that in the event the Holders retain separate counsel,
the reasonable fees and expenses to be reimbursed  shall not exceed $1,000,
expenses of any audits to which the  Company  shall agree or which shall be
necessary to comply with  governmental  requirements in connection with any
such registration and expenses of complying with the securities or blue sky
laws of any jurisdictions pursuant to Section 2(d); provided,  however, the
Company  shall  not be  liable  for any  discounts  or  commissions  to any
broker-dealer  or underwriter  selected by any Holder.  At such time as the
Holders are permitted to resell the Registrable Securities pursuant to Rule
144 under the Securities  Act, the Company shall bear the expense  relating
to any legal  opinion  requested  by the  transfer  agent of the Company in
order to effect such resale.

         5.       Indemnification,

                           (a)  Company   Indemnity.   The  Company   shall
         indemnify and hold harmless each Holder, the affiliates, officers,
         directors  and partners of each Holder,  and each person,  if any,
         who controls such Holder (within the meaning of the Securities Act
         or the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")),
         against  any  losses,  claims,  damages or  liabilities  (joint or
         several)  to which they may become  subject  under the  Securities
         Act, the Exchange  Act or other  federal or state law,  insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof)  arise  out of or are  based  upon  any of the  following
         statements, omissions or violations (collectively a "Violation") :
         (i) any untrue statement or alleged untrue statement of a material
         fact  contained  in  the  Registration   Statement  including  any
         preliminary  prospectus or final prospectus  contained  therein or
         any  amendments  or  supplements  thereto,  (ii) the  omission  or
         alleged  omission to state  therein a material fact required to be
         stated therein,  or necessary to make the statements  therein,  in
         light  of the  circumstances  under  which  they  were  made,  not
         misleading,  (iii)  any  violation  or  alleged  violation  by the
         Company of the  Securities  Act,  the  Exchange  Act, or any state
         securities  law or any rule or  regulation  promulgated  under the
         Securities Act, the Exchange Act or any state  securities law, and
         in each case, the Company shall  reimburse the Holder,  affiliate,
         officer or director or partner or controlling person for any legal
         or other expenses  reasonably  incurred by them in connection with
         investigating or defending any such loss, claim, damage, liability
         or action; provided, however, that the Company shall not be liable
         to any Holder in any such case for any such loss,  claim,  damage,
         liability  or action  to the  extent  that it arises  out of or is
         based  upon a  Violation  which  occurs  in  reliance  upon and in
         conformity with written information furnished expressly for use in
         connection  with  such  registration  by the  Holder  or any other
         officer,  director or controlling person thereof. The Company will
         also  indemnify  selling  brokers,  dealer  managers  and  similar
         securities   industry    professionals    participating   in   the
         distribution,  their  officers and  directors  and each Person who
         controls such Persons (within the meaning of the Securities Act or
         the  Exchange  Act) to the same  extent  as  provided  above  with
         respect  to the  indemnification  of the  Holders  of  Registrable
         Securities.

                           (b) Holder Indemnity. The Holder shall indemnify
         and hold  harmless  the  Company,  its  affiliates,  its  counsel,
         officers,   directors,   shareholders  and  representatives,   any
         underwriter (as defined in the Securities Act) and each person, if
         any,  who  controls  the  Company or the  underwriter  (within the
         meaning of the  Securities  Act or the Exchange Act) , against any
         losses,  claims,  damages,  or  liabilities  (joint or several) to
         which  they may  become  subject  under the  Securities  Act,  the
         Exchange  Act or any state  securities  law,  and in each case the
         Holder shall reimburse the Company, affiliate, officer or director
         or shareholder, underwriter or controlling person for any legal or
         other  expenses  reasonably  incurred by them in  connection  with
         investigating or defending any such loss, claim, damage, liability
         or action;  insofar as such losses, claims, damages or liabilities
         (or actions and respect  thereof) arise out of or are based upon a
         violation  which occurs in reliance  upon and in  conformity  with
         written  information  furnished  expressly  by such  Holder or any
         other  officer,  director  or  controlling  person  thereof to the
         Company  in  connection  with  the   registration  of  Registrable
         Securities.    Notwithstanding    the    above,    the    Holder's
         indemnification  shall  be  limited  to the  dollar  value  of the
         securities being registered for the account of the Holder.

                           (c)  Notice;  Right to  Defend.  Promptly  after
         receipt by an indemnified  party under this Section 5 of notice of
         the commencement of any action (including any governmental action)
         , such  indemnified  party shall, if a claim in respect thereof is
         to be made  against any  indemnifying  party under this Section 5,
         deliver  to  the  indemnifying  party  a  written  notice  of  the
         commencement  thereof  and the  indemnifying  party shall have the
         right to  participate in and if the  indemnifying  party agrees in
         writing  that it  will be  responsible  for any  costs,  expenses,
         judgments,  damages and losses incurred by the  indemnified  party
         with respect to such claim,  jointly  with any other  indemnifying
         party  similarly  noticed,  to assume  the  defense  thereof  with
         counsel mutually satisfactory to the parties;  provided,  however,
         that an  indemnified  party shall have the right to retain its own
         counsel in  combination  with other  parties who have entered into
         substantially identical agreements,  with the fees and expenses to
         be paid by the indemnifying  party, if the indemnified party based
         upon advice of counsel reasonably  believes that representation of
         such indemnified party by the counsel retained by the indemnifying
         party would be inappropriate due to actual or potential  differing
         interests  between  such  indemnified  party and any  other  party
         represented  by such  counsel in such  proceeding.  The failure to
         deliver  written  notice  to  the  indemnifying   party  within  a
         reasonable  time of the  commencement  of any  such  action  shall
         relieve  such   indemnifying   party  of  any   liability  to  the
         indemnified  party under this  Agreement only if and to the extent
         that such  failure is  prejudicial  to its  ability to defend such
         action,  and the  omission  so to  deliver  written  notice to the
         indemnifying  party will not relieve it of any  liability  that it
         may  have to any  indemnified  party  otherwise  than  under  this
         Agreement.  There can be no  settlement  without the  indemnifying
         party's prior consent.

                           (d)   Contribution.   If   the   indemnification
         provided  for in this  Agreement  is held by a court of  competent
         jurisdiction  to be  unavailable  to  an  indemnified  party  with
         respect to any loss, liability,  claim, damage or expense referred
         to therein,  then the indemnifying  party, in lieu of indemnifying
         such indemnified party thereunder,  shall contribute to the amount
         paid or  payable  by such  indemnified  party as a result  of such
         loss, liability, claim, damage or expense in such proportion as is
         appropriate  to reflect  the  relative  fault of the  indemnifying
         party on the one hand and of the  indemnified  party on the  other
         hand in connection with the statements or omissions which resulted
         in such loss,  liability,  claim, damage or expense as well as any
         other relevant equitable considerations. The relevant fault of the
         indemnifying  party and the indemnified  party shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue  statement  of a material  fact or the  omission to state a
         material fact relates to information  supplied by the indemnifying
         party  or by the  indemnified  party  and  the  parties'  relative
         intent,  knowledge,  access  to  information  and  opportunity  to
         correct or prevent such statement or omission. Notwithstanding the
         foregoing,  the amount the Holder shall be obligated to contribute
         pursuant to the  Agreement  shall be limited to an amount equal to
         the  proceeds  to the Holder of the  Registrable  Securities  sold
         pursuant to the  Registration  Statement  which gives rise to such
         obligation to contribute (less the aggregate amount of any damages
         which the Holder has otherwise  been required to pay in respect of
         such  loss,   claim,   damage,   liability   or  action,   or  any
         substantially  similar loss,  claim,  damage,  liability or action
         arising from the sale of such Registrable Securities).

                           (e) Survival of Indemnity.  The  indemnification
         provided  by  this  Agreement  shall  be  a  continuing  right  to
         indemnification and shall survive the registration and sale of any
         Registrable  Securities by any person entitled to  indemnification
         hereunder and the expiration or termination of this Agreement.

         6. Reports Under Exchange Act. With a view to making  available to
the Holders the benefits of Rule 144  promulgated  under the Securities Act
and any other rule or  regulation  of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration
generally or pursuant to a registration on Form S-3, the Company agrees to:

                           (a) make and keep  adequate  public  information
         available,  as those terms are  understood and defined in SEC Rule
         144, at all times;

                           (b) use all  reasonable  commercial  efforts  to
         qualify, and maintain qualification, for registration on Form S-3;

                           (c) file  with the SEC in a  timely  manner  all
         reports and other  documents  required  of the  Company  under the
         Securities Act and the Exchange Act; and

                           (d) furnish to any Holder, so long as the Holder
         owns any  Registrable  Securities,  promptly  upon  request  (i) a
         written  statement  by the  Company  as to  whether  or not it has
         complied  with the  reporting  requirements  of SEC Rule 144,  the
         Securities  Act and the  Exchange  Act, or that it  qualifies as a
         registrant  whose  securities may be resold  pursuant to Form S-3,
         (ii) a copy of the most recent annual and/or  quarterly  report of
         the Company and such other  reports and  documents so filed by the
         Company  as may be  reasonably  requested,  and (iii)  such  other
         information as may be reasonably  requested in availing any Holder
         of any rule or  regulation of the SEC which permits the selling of
         any such securities without registration or pursuant to such form.

        7. Remedies.

                           (a) Time is of the  Essence.  The parties  agree
         that time is of the  essence  of each of the  covenants  contained
         herein  and  that,  in the  event  of a  dispute  hereunder,  this
         Agreement is to be interpreted and construed in a manner that will
         enable the Holders to sell their Registrable Securities as quickly
         as  possible.  Any delay on the part of any  party  not  expressly
         permitted  under this Agreement  shall be deemed a material breach
         of this Agreement.

                           (b) Remedies Upon Default or Delay.  The Company
         acknowledges  the breach of any part of this  Agreement  may cause
         irreparable harm to the Holder and that monetary damages alone may
         be inadequate.  The Company therefore agrees that the Holder shall
         be entitled to injunctive  relief or such other applicable  remedy
         as  a  court  of  competent  jurisdiction  may  provide.   Nothing
         contained  herein will be construed  to limit a Holder's  right to
         any remedies at law,  including  recovery of damages for breach of
         any part of this Agreement.

         8. No Inconsistent  Agreements.  The Company will not, on or after
the date of this  Agreement,  enter into any agreement  with respect to its
securities  that  materially  adversely  affects the rights  granted to the
Holders  in this  Agreement  or  otherwise  conflicts  with the  provisions
hereof.  The rights  granted  to the  Holders  hereunder  do not in any way
conflict  with and are not  inconsistent  with the  rights  granted  to the
holders of the  Company's  securities  under any agreement in effect on the
date hereof.

         9. Notices. Any notice, request,  instruction or other document to
be given  hereunder by any party hereto to another party hereto shall be in
writing,  shall  be  deemed  to have  been  duly  given or  delivered  when
delivered personally or telecopied (receipt confirmed,  with a copy sent by
reputable  overnight  courier),  or one  business  day after  delivery to a
reputable  overnight courier,  postage prepaid, to the address of the party
set forth  below  such  person's  signature  on this  Agreement  or to such
address as the party to whom notice is to be given may provide in a written
notice  to each of the other  parties  to this  Agreement,  a copy of which
written notice shall be on file with the Secretary of the Company.

         10. Successors and Assigns. Except as otherwise expressly provided
herein,  this  Agreement  shall inure to the benefit of and be binding upon
the successors and permitted assigns of the Company and the Holder.

         11.  Amendment;  Waiver and  Termination.  This  Agreement  may be
amended,  and the  observance of any term of this  Agreement may be waived,
but only with the written  consent of the company and the Holder.  No delay
on the part of any  party in the  exercise  of any  right,  power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise
by any party of any right,  power or remedy  preclude  any other or further
exercise thereof , or the exercise of any other right, power or remedy.

         12. Counterparts;  Facsimile Delivery. One or more counterparts of
this  Agreement  may be signed by the  Parties,  each of which  shall be an
original  but all of  which  together  shall  constitute  one and the  same
instrument.  Delivery of an executed  counterpart  of the signature page to
this  Agreement by  facsimile  shall be effective as delivery of a manually
executed  counterpart  of this  Agreement;  provided,  that  any  party  so
delivering an executed  counterpart by facsimile shall thereafter  promptly
deliver a manually  executed  counterpart  of this  Agreement  to the other
party, but failure to deliver such manually executed  counterpart shall not
affect the validity, enforceability and binding effect of this Agreement.

         13. Governing Law. This Agreement shall be construed in accordance
with and governed by the internal laws of the State of California,  without
giving effect to conflicts of law principles.

         14.  Invalidity or Provisions.  If any provision of this Agreement
is or  becomes  invalid,  illegal or  unenforceable.  in any  respect,  the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby.

         15.  Headings.  The headings in this Agreement are for convenience
of reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.

         IN WITNESS  WHEREOF,  the undersigned have executed this Agreement
as of the date first set forth above.

ASHLAND INC.                            THE LI FAMILY TRUST 

By:   /s/ James J. O'Brien                   /s/ Bernard A. Li
   --------------------------           ----------------------------------
     Name: James J. O'Brien             Bernard A. Li, Trustee
     Position: Senior Vice President    Address: P.O. Box 8705
     Address: 3499 Blazer Parkway                Rancho Santa Fe, CA 92067
     Lexington, Kentucky 40509          


                                             /s/ Charles W. Hill
                                        ----------------------------------
                                        Charles W. Hill
                                        Address: 1555 Pearl Heights Road
                                                 Vista, CA 92083


                                             /s/ Walter S. Arnold
                                        ----------------------------------
                                        Walter S. Arnold
                                        Address: 25595 Madero Way
                                                 Temecula, CA 92590
