EXHIBIT 10.11
                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT,   dated  as  of  January  25,  2000  (this
"Agreement"),  by and among GOLDEN BOOKS  PUBLISHING  COMPANY,  INC., a Delaware
corporation ("Publishing"),  GOLDEN BOOKS FAMILY ENTERTAINMENT, INC., a Delaware
Corporation ("Parent"),  and the Holders (as hereinafter defined) of Registrable
Securities  (as  hereinafter  defined)  who are parties to this  Agreement.  For
purposes of this  Agreement,  the term "Company"  refers to (i) Publishing as it
relates to the registration of Senior Notes,  (ii) Parent,  as it relates to the
registration  of Common Stock and Warrants  and,  (iii) each of  Publishing  and
Parent,  on a joint  and  several  basis,  for  purposes  of  Section  9 of this
Agreement.

     This  Agreement  is  being  entered  into in  accordance  with the Plan (as
hereinafter  defined) in  connection  with the  acquisition  of  Securities  (as
hereinafter  defined) by certain  holders  named on the  signature  page to this
Agreement pursuant to the Plan. To induce the holders of Registrable  Securities
(as  hereinafter  defined)  to  vote in  favor  of the  Plan,  the  Company  has
undertaken to register the Registrable  Securities under the Act (as hereinafter
defined) and to take  certain  other  actions  with  respect to the  Registrable
Securities.  This  Agreement  sets  forth  the  terms  and  conditions  of  such
undertaking.

     The parties hereby agree as follows:

     1.  DEFINITIONS. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:

     "ACT"  means the  Securities  Act of 1933,  as  amended,  and the rules and
regulations of the SEC promulgated hereunder.

     "APPROVED  UNDERWRITER"  has the  meaning  assigned to such term in Section
4(b).

     "APPROVED  UNDERWRITER  AMOUNT"  has the  meaning  assigned to such term in
Section 4(a).

     "BUSINESS DAY" means any day other than a Saturday,  Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
or executive order to close.

     "COMMON STOCK" means the Common Stock,  $0.01 par value, of Parent,  or any
other  capital  stock  of  Parent  into  which  such  stock is  reclassified  or
reconstituted.

     "COMPANY  UNDERWRITER"  has the  meaning  assigned  to such term in Section
5(a).

     "DISADVANTAGEOUS  CONDITION"  has the  meaning  assigned  to  such  term in
Section 3(f).

     "EFFECTIVE DATE" means the effective date of the Plan pursuant to the terms
thereof.







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     "EFFECTIVENESS  PERIOD"  has the  meaning  assigned to such term in Section
3(d).

     "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the SEC thereunder.

     "HOLDER" has the meaning assigned to such term in Section 2(b).

     "INDEMNIFIED PARTY" has the meaning assigned to such term in Section 9(c).

     "INDEMNIFYING PARTY" has the meaning assigned to such term in Section 9(c).

     "INITIAL  SHELF  REGISTRATION"  has the  meaning  assigned  to such term in
Section 3(a) hereof.

     "INITIATING HOLDERS" has the meaning assigned to such term in Section 4(a).

     "INSPECTOR" has the meaning assigned to such term in Section 7(a)(ix).

     "NASD" has the meaning assigned to such term in Section 7(a)(xv).

     "NASDAQ" has the meaning assigned to such term in Section 7(a)(xvii).

     "PERSON" means any individual,  firm,  corporation,  company,  partnership,
trust,  incorporated or unincorporated  association,  limited liability company,
joint  venture,  joint  stock  company,  government  (or an agency or  political
subdivision  thereof)  or other  entity  of any  kind,  and  shall  include  any
successor (by merger or otherwise) of any such entity.

     "PLAN"  means the Joint  Plan of  Reorganization  of  Golden  Books  Family
Entertainment,  Inc., et al.,  under Chapter 11 of the United States  Bankruptcy
Code filed with the United States  Bankruptcy Court for the Southern District of
New York and  confirmed by such court on September  24, 1999, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof.

     "REGISTRABLE  SECURITIES" means, subject to Section 2(a), all securities in
each of the following: (1) a class comprising (a) shares of Common Stock held as
of the date hereof by the stockholders party hereto and (b) securities issued or
issuable in respect of shares of Common Stock issued,  issuable or held pursuant
to clause (1)(a) above by way of a dividend or stock split or in connection with
a  combination  of  shares,  recapitalization,  merger,  consolidation  or other
reorganization or otherwise;  (2) a class comprising (a) Senior Notes held as of
the date hereof by the  noteholders  party hereto and (b)  securities  issued or
issuable in respect of the Senior  Notes  issued,  issuable or held  pursuant to
clause (2)(a) above by way of interest  payments or  otherwise;  and (3) a class
comprising (a) Warrants held as of the date hereof by the  warrantholders  party
hereto and (b) securities  issued or issuable in respect of the Warrant  issued,
issuable  or held  pursuant  to clause  (3)(a)  above by way of  exercise  or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.



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     "REGISTRATION EXPENSES" has the meaning assigned to such term in Section 8.

     "REGISTRATION  STATEMENT"  shall  mean any  registration  statement  of the
Company  filed with the SEC in the  appropriate  form  pursuant to the Act which
covers any of the shares of Common Stock, the Senior Notes, the Warrants and any
other  Registrable  Securities  pursuant to the provisions of this Agreement and
all amendments and  supplements to any such  Registration  Statement,  including
post-effective  amendments,  in each case  including  the  prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

     "SEC" means the Securities and Exchange Commission.

     "SENIOR   NOTES"  means  the  10.75%  Senior  Secured  Notes  due  2004  of
Publishing.

     "SUBSEQUENT  SHELF  REGISTRATION"  has the meaning assigned to such term in
Section 3(b).

     "TOTAL SECURITIES" has the meaning assigned to such term in Section 5(a).

     "WARRANTS"  means the  Warrants to purchase  shares of Common  Stock of the
Company at an exercise price of $23.03 per share of Common Stock.

     2.  SECURITIES SUBJECT TO THIS AGREEMENT.

     (a) REGISTRABLE SECURITIES. For the purposes of this Agreement, Registrable
Securities  will  cease to be  Registrable  Securities  when (i) a  registration
statement covering such Registrable Securities has been declared effective under
the Act by the  SEC and  such  Registrable  Securities  have  been  disposed  of
pursuant to such effective  registration  statement,  (ii) such  securities have
been sold to the  public  pursuant  to, or are  eligible  for sale to the public
without volume or manner of sale restrictions under, Rule 144(k) (or any similar
provision  then in force,  but not Rule 144A)  promulgated  under the Act, (iii)
such  securities  shall have been otherwise  sold or transferred  pursuant to an
exemption from the registration  requirements under the Act and new certificates
for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company or its transfer  agent and subsequent  disposition
of such securities shall not require registration or qualification under the Act
or any similar state law then in force, or (iv) all such Securities  shall cease
to be outstanding

     (b) HOLDERS OF REGISTRABLE SECURITIES. A Person is deemed to be a holder of
Registrable  Securities (a "HOLDER") whenever such Person (i) is a party to this
Agreement  (or a  permitted  transferee  thereof who has agreed in writing to be
bound by the terms of this Agreement) and (ii) owns Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons with respect to the same  Registrable  Securities,  the Company may
act upon the basis of the  instructions,  notice or election  received  from the
registered owner of such Registrable Securities.



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     3.  SHELF REGISTRATION UNDER THE ACT.

     (a) INITIAL SHELF REGISTRATION.  The Company shall (i) prepare and cause to
be filed with the SEC as soon as  practicable,  but not later than 75 days after
the  Effective  Date a  Registration  Statement  for an offering to be made on a
continuous  basis  pursuant  to Rule  415  under  the Act  (the  "INITIAL  SHELF
REGISTRATION")  covering all of the Registrable Securities and providing for the
sale of the  Registrable  Securities  by the  Holders  thereof  and (ii) use its
reasonable  best  efforts  to have  such  Initial  Shelf  Registration  declared
effective by the SEC as promptly as practicable thereafter.

     (b) SUBSEQUENT SHELF REGISTRATIONS.  If the Company determines to terminate
the  effectiveness  of the Initial  Shelf  Registration  prior to the end of the
Effectiveness  Period, then, subject to the provisions of this Agreement,  prior
to such  termination  the Company shall file, and shall use its reasonable  best
efforts  to  cause  the SEC to  declare  effective,  a  subsequent  Registration
Statement for an offering to be made on a continuous  basis pursuant to Rule 415
under  the  Act  (a  "SUBSEQUENT  SHELF  REGISTRATION")   covering  all  of  the
Registrable Securities then outstanding. The Subsequent Shelf Registration shall
be  filed  by the  Company  at such  time,  subject  to the  provisions  of this
Agreement,  prior to the termination of the  effectiveness  of the Initial Shelf
Registration  which is  reasonably  calculated  to cause  the  Subsequent  Shelf
Registration  to  become  effective  on or  prior  to  the  date  on  which  the
effectiveness of the Initial Shelf Registration terminates.

     (c) AMENDMENTS  TO  INITIAL   SHELF   REGISTRATION   OR  SUBSEQUENT   SHELF
REGISTRATIONS.  If the Initial Shelf Registration (except as provided in Section
3(b)) or any Subsequent Shelf Registration ceases to be effective for any reason
at any time during the  Effectiveness  Period for any reason (other than because
of the sale of all of the Registrable  Securities covered thereby or Registrable
Securities cease to be  outstanding),  the Company shall use its reasonable best
efforts  to  obtain  the  prompt   withdrawal  of  any  order   suspending   the
effectiveness  thereof  or  take  such  other  actions  as may be  necessary  to
reinstate the effectiveness  thereof,  and in any event shall, within 60 days of
such   cessation  of   effectiveness,   either  (i)  amend  such  Initial  Shelf
Registration or Subsequent Shelf Registration in a manner reasonably  calculated
to obtain the withdrawal of the order suspending the effectiveness  thereof,  or
(ii) file a Subsequent Shelf  Registration  covering all Registrable  Securities
then  outstanding.  (Each of the Initial Shelf  Registration  and any Subsequent
Shelf  Registration  filed pursuant to paragraph 3(b) or this paragraph 3(c) are
referred to individually  herein as a "Shelf  Registration"  and collectively as
the "Shelf Registrations").

     (d) EFFECTIVENESS PERIOD. Subject to Section 3(f) hereof, the Company shall
use its reasonable  best efforts to keep the Shelf  Registration  (including the
Initial  Shelf   Registration   and/or  any   Subsequent   Shelf   Registration)
continuously  effective  under the Act from the date on which the Initial  Shelf
Registration  was  declared  effective  by the SEC  until  such  time  when  all
Registrable  Securities covered by the Initial Shelf Registration have been sold
(the  "Effectiveness  Period").  If a Subsequent  Shelf  Registration  is filed,
pursuant to Section 3(b) or 3(c) hereof,  the Company  shall use its  reasonable
best efforts to cause the Subsequent Shelf Registration to be declared effective
as soon as practicable after such filing and to keep such Registration Statement
continuously  effective  for a  period  after  such  effectiveness  equal to the
Effectiveness Period.



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     (e) SUPPLEMENTS  AND  AMENDMENTS.  The  Company  shall  file  one  or  more
supplements or amendments to the Shelf  Registration  and the prospectus used in
connection  therewith if (i) required by the rules,  regulations or instructions
applicable  to the  registration  form used for such  Shelf  Registration,  (ii)
otherwise  required  by the SEC, or (iii)  requested  to do so in writing by any
Holder of Registrable  Securities to the extent necessary to include such Holder
as a selling securityholder in such registration statement.

     (f) BLACKOUT PERIODS.  With respect to a Shelf  Registration filed or to be
filed  pursuant to Section 3 hereof,  if a majority of the Board of Directors of
the Company shall  determine,  in its good faith  reasonable  judgment,  that to
maintain the continued  effectiveness  of such Shelf  Registration  or to permit
such  Shelf   Registration  to  become  effective  (or  if  a  Subsequent  Shelf
Registration is otherwise required to be filed, to file such Shelf Registration)
would be materially adverse to the Company's  financial  condition,  business or
operations  or may  require  a  disclosure  that  is not in the  Company's  best
interests   and  that   would  be   materially   adverse   to  the   Company  (a
"Disadvantageous  Condition") in light of the existence, or in anticipation,  of
(i)  any  acquisition  or  financing  activity  involving  the  Company,  or any
subsidiary  of the  Company,  including  a proposed  public  offering of debt or
equity securities,  (ii) an undisclosed material event, the public disclosure of
which  would have a material  adverse  effect on the  Company,  (iii) a proposed
material  transaction  involving  the  Company  or a  substantial  amount of its
assets,  or (iv) any other  circumstance  or condition  the  disclosure of which
would  materially  disadvantage  the Company),  and the existence of which would
render a  Subsequent  Shelf  Registration  to be  filed,  or  renders  any Shelf
Registration then filed or effective,  inadequate as failing to include material
information,  then the Company  may,  until Such  Disadvantageous  Condition  no
longer  exists (but not with  respect to more than one  occasion or more than 90
days in the aggregate  during any continuous  12-month  period) cause such Shelf
Registration  to be  withdrawn  and/or  cause  the  right  of  Holders  to  make
dispositions of Registrable Securities pursuant to such Shelf Registration to be
suspended,  or, in the case of a Subsequent Shelf  Registration that has not yet
been filed,  elect not to file Such  Subsequent  Shelf  Registration;  PROVIDED,
HOWEVER,  that the Company may not take any such action  until the elapse of 120
days  following the  commencement  of the  Effectiveness  Period;  and PROVIDED,
FURTHER,  that the Company may not take any such action unless it simultaneously
takes similar  action with respect to any other  Registration  Statements of the
Company  that are then  effective  or that are  contemplated  or  required to be
filed.  If the Company  determines to take any action  pursuant to the preceding
sentence,  the  Company  shall  deliver a notice to each  Holder of  Registrable
Securities  covered  or to be  covered  under  such  Shelf  Registration,  which
indicates that the Shelf  Registration is no longer  effective or usable or will
not be filed. Upon the receipt of any such notice,  such Holders shall forthwith
discontinue  any  sale  of  Registrable   Securities   pursuant  to  such  Shelf
Registration and any use of the prospectus contained in such Shelf Registration.
If any  Disadvantageous  Condition  shall  cease to  exist,  the  Company  shall
promptly notify any Holders who shall have ceased selling Registrable Securities
pursuant to an effective Shelf Registration as a result of such  Disadvantageous
Condition,  indicating  such cessation and  disclosing in reasonable  detail the
nature and outcome of such Disadvantageous  Condition. The Company shall, if any
Shelf  Registration  required to be filed or maintained under this Agreement has
been  withdrawn or not filed,  file  promptly,  at such time as it in good faith
reasonably  deems the earliest  practicable  time,  and shall use its reasonable
best  efforts to cause the SEC to declare  effective,  a new Shelf  Registration
covering the Registrable


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Securities  that were  covered by such  withdrawn  Shelf  Registration  or to be
covered by such unfiled Shelf Registration.

     4.  UNDERWRITTEN OFFERINGS.

     (a) REQUEST FOR UNDERWRITING OFFERINGS. At any time, if one or more Holders
holding at least 25% of the Registrable  Securities covered by any Initial Shelf
Registration  or any Subsequent  Shelf  Registration  ("INITIATING  HOLDERS") so
elect,  an offering of  Registrable  Securities  pursuant to such Initial  Shelf
Registration or Subsequent  Shelf  Registration  may be effected on no more than
three (3) occasions in the form of a firm commitment  underwritten  offering and
the managing underwriter or underwriters selected for such offering shall be the
Approved  Underwriter selected in accordance with Section 4(b). Upon the receipt
of a written  request for an underwritten  offering,  the Company shall promptly
take such steps as are necessary or  appropriate  to prepare for such  offering.
Promptly,  but in no event  later than ten (10) days  after the  receipt of such
written  request for an  underwritten  offering,  the Company shall give written
notice  thereof  to all other  Holders  and  include  in such  underwriting  all
Registrable  Securities  held by any Holder from whom the Company has received a
written request for inclusion therein.  In such event, the Company shall use its
reasonable  best  efforts to include all  Registrable  Securities  of such class
requested by the Holders to be included in such  offering.  Such offering  shall
include  any  securities  requested  by  the  Company  to be  included  in  such
registration  to the extent  permitted  herein.  Notwithstanding  the  foregoing
sentence,  if the  Approved  Underwriter  advises the Company and the Holders in
writing  that,  in  its  opinion,  the  aggregate  amount  of  such  Registrable
Securities  requested to be included by the Holders in such offering  (including
those  securities  requested by the Company to be included in such  underwritten
offering) is sufficiently large to have an adverse effect on the success of such
offering, then the Company shall include in such registration only the aggregate
amount of Registrable Securities that in the opinion of the Approved Underwriter
may be sold without any such adverse effect on the success of such offering (the
"APPROVED UNDERWRITER AMOUNT"),  and (i) if the number of Registrable Securities
to be included in such  registration  is greater than the  Approved  Underwriter
Amount, then each Holder shall be entitled to have included in such registration
Registrable  Securities  of such  class  equal  to its pro rata  portion  of the
Approved Underwriter Amount,  based on the amounts of Registrable  Securities of
such class sought to be sold by the Holders in their requests for  participation
in the underwritten offering, and the Company and any Person who is not a Holder
shall not be entitled to include any securities therein,  and (ii) to the extent
that the number of  Registrable  Securities  of such class to be included by the
Holders  is less  than the  Approved  Underwriter  Amount,  securities  that the
Company  and any Person who is not a Holder  proposes  to  register  may also be
included  with such  priority  as the  Company  may in its  discretion  consider
appropriate.

     If, as a result of the  pro-ration  provision  of this  Section  4(a),  any
Holder  shall not be  entitled  to include  in a  registration  all  Registrable
Securities  of such class that such Holder has  requested to be  included,  such
Holder may elect to withdraw its request to include  Registrable  Securities  of
such  class in such  registration  or may  reduce  the  number  requested  to be
included; provided, however, that (i) such request must be made in writing prior
to the earlier of the execution of the  underwriting  agreement or the execution
of the  custody  agreement  with  respect  to such  registration  and (ii)  such
withdrawal or reduction shall be irrevocable.  Notwithstanding the foregoing, if
by the withdrawal


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of such Registrable  Securities a greater number of Registrable  Securities held
by other Holders may be included in such  underwriting (up to the maximum of any
limitation  imposed by the  underwriters),  then the Company  shall offer to all
participating   Holders  who  have  included   Registrable   Securities  in  the
underwritten offering the right to include additional  Registrable Securities in
the same  proportion  used in  determining  the  underwriter  limitation in this
Section 4(a).

     The  Company  shall  cooperate  with the  Holders  in  order to  facilitate
communications  among such  Holders  solely for the  purpose  of  obtaining  the
consent of sufficient  Holders to request an underwritten  offering  pursuant to
this  Section  4,  including,   without  limitation,  by  providing  a  list  of
stockholders  of the Company  with their  respective  ownership  of  Registrable
Securities and contact  information,  which shall be used solely for purposes of
this Agreement.

     (b) SELECTION OF UNDERWRITERS. If any offering pursuant to an Initial Shelf
Registration  or  a  Subsequent  Shelf   Registration  is  in  the  form  of  an
underwritten  offering,  the majority of the Initiating Holders shall (i) select
and obtain an  investment  banking  firm of  national  reputation  to act as the
managing  underwriter  of the offering (the "APPROVED  UNDERWRITER");  provided,
that such underwriter shall be reasonably  satisfactory to the Company, and (ii)
the Company  and the  Holders  shall  enter into an  underwriting  agreement  in
customary  form  reasonably  satisfactory  to  the  Company  with  the  Approved
Underwriter.

     (c) EFFECTIVE  UNDERWRITTEN OFFERING. An underwritten offering requested by
the Holders  pursuant to Section 4(a) hereof shall not count as one of the three
(3) underwritten  offerings to which the Holders are entitled under Section 4(a)
unless (i) all of the  Registrable  Securities  requested  to be included in the
underwritten  offering  are so included and sold  pursuant to such  underwritten
offering  or (ii)  Registrable  Securities  in an amount  equal to the  Approved
Underwriter Amount is included and sold pursuant to such underwritten  offering;
provided that the Approved  Underwriter  Amount include not less than 75% of all
Registrable Securities requested to be included in such underwritten offering.

     5.  PIGGY-BACK REGISTRATION

     (a) PIGGY-BACK  RIGHTS.  If  the Company  proposes  to file a  registration
statement  under the Act with  respect to an offering by the Company for its own
account of any class of security  (other than a  registration  statement on Form
S-4 or S-8 or any  successor  form) under the Act,  then the Company  shall give
written  notice of such  proposed  filing to each of the  Holders,  which notice
shall  be  delivered  as soon as  practicable  (but in no  event  fewer  than 15
business  days before the  anticipated  filing  date or 10 business  days if the
Company is subject to the filing  requirements  of the Exchange Act and eligible
to use Form S-3 (or F-3) under the Act) and shall describe in reasonable  detail
the proposed  registration  and intended method of  distribution  and offer such
Holders the opportunity to register the number of Registrable Securities as each
such Holder may request.  The Company shall use its  reasonable  best efforts to
permit the Holders who have  requested to participate  in the  registration  for
such offering  within twenty (20) days of the delivery of notice provided for in
the preceding  sentence to include such Registrable  Securities in such offering
on the same terms and  conditions  as the  securities  of the  Company  included
therein.  Notwithstanding  the  foregoing,  if  such  registration  involves  an
underwritten offering and the managing underwriters or underwriters (the


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"COMPANY  UNDERWRITER")  shall advise the Holders of  Registrable  Securities in
writing  that, in its opinion,  the total amount of  securities  requested to be
included in such offering (the "TOTAL  SECURITIES") is sufficiently  large so as
to have an  adverse  effect  on the  success  of the  distribution  of the Total
Securities,  then the Company shall  include in such  registration,  first,  all
securities  that the Company  proposed to register for its own account,  second,
all  securities  requested to be registered by the Holders,  pro rata among such
Holders (based upon the number of Registrable  Securities which each such Holder
requested to be included in such registration),  and third, all other securities
proposed  to be  registered,  in each  case,  to the  extent  of the  number  of
securities  which the  Company is so advised  can be sold in (or during the time
of) such offering without having such adverse effect.

     (b) PRIORITY  OF  REGISTRATIONS.  If  the  Company   proposes  to  register
securities for its own account or for the account of any selling  stockholder at
a time when Holders have requested an underwritten  offering pursuant to Section
4 hereof, then the underwritten  offering requested pursuant to Section 4 hereof
shall be given priority.

     (c) EXPENSES.   The  Company  shall  bear  all  Registration   Expenses  in
connection with any  registration  pursuant to this Section 5 in accordance with
Section 8.

     (d) CONDITIONS AND LIMITATIONS ON PIGGYBACK REGISTRATIONS.  If, at any time
after giving  written  notice of its  intention to register any  securities  and
prior to the effective date of the  registration  statement  filed in connection
with such  registration,  the  Company  shall  determine  for any  reason not to
register or to delay  registration of such  securities,  the Company may, at its
election,   give  written  notice  of  such  determination  to  all  Holders  of
Registrable  Securities and, (i) in the case of a determination not to register,
shall be relieved of its  obligation to register the  Registrable  Securities in
connection  with  such  abandoned  registration  and  (ii)  in  the  case  of  a
determination to delay the registration of its securities, shall be permitted to
delay the registration of such Registrable Securities for the same period as the
delay in registering such other securities.

     Any Holder  shall have the right to withdraw  its request for  inclusion of
its  Registrable  Securities  in any  registration  statement  pursuant  to this
Section 5 by giving  written  notice to the Company of its request to  withdraw;
PROVIDED,  HOWEVER,  that (i) such request must be made in writing  prior to the
earlier of the execution of the  underwriting  agreement or the execution of the
custody  agreement with respect to such  registration  and (ii) such  withdrawal
shall be irrevocable and, after making such withdrawal, a Holder shall no longer
have any right to include Registrable Securities in the registration as to which
such withdrawal was made.

     6.  HOLDBACK AGREEMENTS.

     (a) RESTRICTIONS ON PUBLIC SALE BY HOLDERS.  Each Holder whose  Registrable
Securities are covered by a Registration  Statement  filed pursuant to Section 4
or  Section 5 agrees  not to  effect  any  public  sale or  distribution  of any
Registrable Securities being registered or of any securities convertible into or
exchangeable or exercisable for such  Registrable  Securities,  including a sale
pursuant to Rule 144 under the Act, during a period of not more than one hundred
and twenty (120 days (which period, in any case, shall not exceed the applicable
period under Section 6(b))  commencing on the effective  date of such  piggyback
registration or underwritten offering pursuant


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to  Section  4  hereof  (except  as  part of such  registration)  (the  "Lock-Up
Period"),  as may  be  requested  by the  Approved  Underwriter  or the  Company
Underwriter, in the case of an underwritten public offering;  PROVIDED, HOWEVER,
that if any other  holder of  securities  of the  Company  shall be subject to a
shorter  period,  then the Lock-Up  Period  shall be such shorter  period.  Each
Holder also agrees that during the Lock-Up  Period,  it shall not, to the extent
requested  by the Company and such  underwriter,  directly or  indirectly  sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise  transfer or dispose of (other than to
donees who agree to be similarly bound) any Registrable Securities held by it at
any time during  such period  (except  Registrable  Securities  included in such
registration).

     (b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY.  The  Company agrees not to
effect any public sale or distribution of any Registrable Securities for its own
account (except  pursuant to  registrations  on Form S-4 or S-8 or any successor
form under the Act) during a period of not more than ninety (90) days commencing
on the  effective  date of any  registration  statement in which the Holders are
participating, as may be reasonably requested by the Approved Underwriter or the
Company Underwriter (except for securities being sold by the Company for its own
account under such registration statement).

     7.  REGISTRATION PROCEDURES.

     (a) OBLIGATIONS  OF  THE  COMPANY.  Whenever  registration  of  Registrable
Securities  is  required  pursuant to Section 3, 4 or 5 of this  Agreement,  the
Company shall use its  reasonable  best efforts to effect the  registration  and
sale of such  Registrable  Securities in accordance  with the intended method of
distribution thereof as quickly as practicable,  and in connection with any such
request, the Company shall, as expeditiously as possible:

         (i)   prepare and file with the SEC (in any event not later than ninety
(90) Days  after  receipt  of a request to file a  registration  statement  with
respect  to  Registrable  Securities,  or  with  respect  to the  Initial  Shelf
Registration  not later  than  sixty  (60)  days  after  the  Effective  Date) a
registration  statement on any form on which the Company then  qualifies,  which
counsel  for the  Company  shall deem  appropriate  and  pursuant  to which such
offering  may be made in  accordance  with the intended  method of  distribution
thereof (except that the  registration  statement shall contain such information
required  to be  included  in a  registration  statement  on  Form  S-1  as  may
reasonably  be  requested  for  marketing  or  other  purposes  by the  Approved
Underwriter or the Company Underwriter),  and use its reasonable best efforts to
cause any Shelf Registration  requested hereunder to become effective as soon as
reasonably  practicable  after the initial  filing thereof (and in any event not
later than  seventy-five  (75) days  thereafter),  subject to the  provisions of
Section 4(f) and Section 5(d) of this Agreement;

         (ii)  notify   each   seller   of  Registrable   Securities  under  any
registration  statement  of any stop order issued or  threatened  by the SEC and
take all reasonable  action  required to prevent the entry of such stop order or
to remove it if entered;



                                        9

<PAGE>



         (iii) prepare   and  file  with  the  SEC  such  amendments,  including
post-effective  amendments to each Registration Statement as may be necessary to
keep such Registration  Statement continuously effective for the applicable time
period required  hereunder;  cause the related  prospectus to be supplemented by
any required prospectus supplement,  and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) promulgated under the Act;
and comply with the  provisions  of the Act and the Exchange Act with respect to
the disposition of all securities covered by such Registration  Statement during
such  period in  accordance  with the  intended  methods of  disposition  by the
sellers  thereof set forth in such  Registration  Statement  as so amended or in
such prospectus as so supplemented;

         (iv)  as  soon  as  reasonably  possible,  furnish  to  each  seller of
Registrable  Securities  to be included in a  registration  statement,  prior to
filing a registration  statement or any supplement or amendment thereto,  copies
of such registration statement,  supplement or amendment as it is proposed to be
filed,  and after  such  filing  such  number  of  copies  of such  registration
statement,  each  amendment and  supplement  thereto (in each case including all
exhibits  thereto),  the  prospectus  included  in such  registration  statement
(including  each  preliminary  prospectus) and such other documents as each such
seller may  reasonably  request in order to facilitate  the  disposition  of the
Registrable Securities owned by such seller;

         (v)   use its  reasonable  best  efforts to  register or  qualify  such
Registrable  Securities  under  such other  securities  or blue sky laws of such
jurisdictions  as any  seller of  Registrable  Securities  may  request,  and to
continue such  qualification in effect in each such  jurisdiction for as long as
is permissible pursuant to the laws of such jurisdiction, or for as long, as any
such  seller  requests  or until all of such  Registrable  Securities  are sold,
whichever  is  shortest,  and do any and all other acts and things  which may be
reasonably  necessary or advisable to enable any such seller to  consummate  the
disposition in such  jurisdictions  of the Registrable  Securities owned by such
seller; provided, however, that the Company shall not be required to (A) qualify
generally  to do business in any  jurisdiction  where it would not  otherwise be
required to qualify but for this Section 7(a)(v), (B) subject itself to taxation
in any such  jurisdiction  or (C)  consent to general  service of process in any
such jurisdiction;

         (vi)  use its reasonable  best efforts to  obtain  all other approvals,
consents,  exemptions  or  authorizations  from such  governmental  agencies  or
authorities  as may be  necessary  to enable  the  sellers  of such  Registrable
Securities to consummate the disposition of such Registrable Securities;

         (vii) notify each seller of Registrable  Securities  at any time when a
prospectus  relating  thereto is  required  to be  delivered  under the Act upon
discovery  that,  or upon the  happening of any event as a result of which,  the
prospectus included in such registration  statement contains an untrue statement
of a material  fact or omits to state any  material  fact  required to be stated
therein or necessary to make the  statements  therein not misleading in light of
the  circumstances  under which they were made,  and the Company shall  promptly
prepare a supplement or amendment to such prospectus so that,  after delivery of
such supplement or amendment to the purchasers of such  Registrable  Securities,
such  prospectus,  as so amended or  supplemented,  shall not  contain an untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or


                                       10

<PAGE>



necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances under which they were made;

         (viii) enter  into  customary  agreements  (including  an  underwriting
agreement in customary  form) and take such other  actions as may be  reasonably
required in order to expedite or facilitate the disposition of such  Registrable
Securities;

         (ix)   make  available  for  inspection  by  any  seller of Registrable
Securities,  any underwriter  participating in any disposition  pursuant to such
registration statement, and any attorney,  accountant or other agent retained by
any  seller  or  underwriter  (each,  an  "Inspector"  and,  collectively,   the
"INSPECTORS"),  all financial and other books and records,  pertinent  corporate
documents and properties of the Company and any subsidiaries thereof as shall be
reasonably   necessary   to  enable  them  to  exercise   their  due   diligence
responsibility  under the Act,  and cause the  Company's  and any  subsidiaries'
officers,   directors  and  employees,  and  counsel  to  the  Company  and  the
independent  public  accountants  of the  Company,  to  supply  all  information
reasonably  requested by any such Inspector in connection with such registration
statement;

         (x)    if  requested  by any  underwriter  of  Registrable  Securities,
obtain a "cold comfort" letter from the Company's independent public accountants
in customary form and covering such matters of the type  customarily  covered by
"cold comfort" letters, as the managing underwriter may reasonably request;

         (xi)   if  requested  by  any  underwriter of  Registrable  Securities,
furnish on the date such securities are delivered to the  underwriters  for sale
pursuant  to  such  registration,  an  opinion,  dated  such  date,  of  counsel
representing the Company for the purposes of such registration, addressed to the
underwriters,  covering such legal matters with respect to the  registration  in
respect of which such opinion is being given as such  underwriter may reasonably
request and as are customarily included in such opinions;

         (xii)  otherwise  use  its  reasonable  best  efforts  to  comply  with
all  applicable  rules and  regulations  of the SEC,  and make  available to its
security  holders,  as soon as reasonably  practicable but no later than fifteen
(15) months after the effective date of the registration  statement, an earnings
statement  covering a period of twelve (12) months beginning after the effective
date of the registration  statement,  in a manner which satisfies the provisions
of Section 11(a) of the Act and Rule 158 thereunder;

         (xiii) keep a  single representative  of the  sellers of each  class of
Registrable Securities (appointed by the Holders of a majority of the respective
classes  of  Registrable  Securities  in  the  registration)  advised  as to the
initiation and progress of any registration under Section 3, 4 or 5 hereunder;

         (xiv)  provide  officers'  certificates  and  other  customary  closing
documents;



                                       11

<PAGE>



         (xv)    cooperate   with  each  seller of  Registrable  Securities  and
each underwriter participating in the disposition of such Registrable Securities
and  underwriters'  counsel in connection  with any filings  required to be made
with the National Association of Securities Dealers, Inc. (the "NASD");

         (xvi)   cause  appropriate officers as are  requested  by  an  Approved
Underwriter or a Company  Underwriter to participate in a "road show" or similar
marketing  effort  being  conducted  by  such  underwriter  with  respect  to an
underwritten offering pursuant to a Shelf Registration or underwritten piggyback
registration including Registrable Securities;

         (xvii)  use its reasonable best efforts  to cause all such  Registrable
Securities (other than the Warrants) to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, with respect
to Registrable  Securities  constituting Common Stock, if no such securities are
so  listed,  to use its  reasonable  best  efforts  to  cause  such  Registrable
Securities  to be listed on the New York  Stock  Exchange,  the  American  Stock
Exchange or the Nasdaq Stock Market ("NASDAQ") and, if listed on Nasdaq, use its
reasonable  best  efforts  to (A)  secure  designation  of all such  Registrable
Securities as a Nasdaq  "national  market system security" within the meaning of
Rule 11 Aa2-1 under the Exchange Act and (B) cause such  Registrable  Securities
to be listed on the Nasdaq  National  Market or,  failing that, to secure Nasdaq
authorization for such Registrable Securities; and

         (xviii) use  its  reasonable  best  efforts to  take all  other actions
necessary to effect the registration of the Registrable Securities  contemplated
hereby.

     (b) SELLER INFORMATION. The Company may require as a condition precedent of
the Company's  obligations tinder this Section 7 that each seller of Registrable
Securities as to which any registration is being effected furnish to the Company
such information  regarding such seller and the distribution of such Registrable
Securities as the Company may from time to time reasonably request in writing.

     (c) NOTICE TO  DISCONTINUE.  Each Holder whose  Registrable  Securities are
covered by a Registration  Statement filed pursuant to Sections 3, 4 or 5 agrees
that,  upon receipt of any notice from the Company of the happening of any event
of the  kind  described  in  Section  7(a)(vii),  such  Holder  shall  forthwith
discontinue  disposition of Registrable  Securities pursuant to the registration
statement  covering such  Registrable  Securities until such Holder's receipt of
the copies of the  supplemented  or amended  prospectus  contemplated by Section
7(a)(vii)  and, if so directed by the Company in the case of an event  described
in Section 7(a)(vii), such Holder shall deliver to the Company (at the Company's
expense)  all copies,  other than  permanent  file copies then in such  Holder's
possession,  of the prospectus  covering such  Registrable  Securities  which is
current at the time of receipt of such  notice.  If the  Company  shall give any
such notice,  the Company shall extend the period during which such registration
statement shall be maintained  effective pursuant to this Agreement  (including,
without limitation,  the period referred to in Section 7(a)(ii) by the number of
days during the period from and  including the date of the giving of such notice
pursuant to Section  7(a)(vii) to and  including  the date when the Holder shall
have received the copies of the


                                       12

<PAGE>



supplemented or amended prospectus contemplated by, and meeting the requirements
of, Section 7(a)(vii).

     8.  REGISTRATION EXPENSES. The Company shall pay all of the expenses (other
than  underwriting  discounts and  commissions)  arising from or incident to the
performance  of,  or  compliance  with,  this  Agreement,   including,   without
limitation,  (a) SEC, stock exchange and NASD  registration and filing fees, (b)
all fees and expenses  incurred in connection  with complying with securities or
blue sky laws  (including,  without  limitation,  reasonable  fees,  charges and
disbursements  of  counsel in  connection  with blue sky  qualifications  of the
Registrable Securities),  (c) all printing, messenger and delivery expenses, (d)
the fees,  charges  and  disbursements  of  counsel  to the  Company  and of its
independent  public accountants and any other accounting and legal fees, charges
and  expenses  incurred  by the  Company  (including,  without  limitation,  any
expenses  arising  from any  special  audits  required  in  connection  with any
registration)  and (e) the reasonable  fees,  charges and  disbursements  of any
special  experts  retained by the Company in  connection  with any  registration
pursuant to the terms of this Agreement,  regardless of whether the registration
statement filed in connection with such registration is declared effective.  The
Company  shall also pay the  reasonable  fees,  charges and  disbursements  of a
single counsel to all of the Holders participating in any requested underwritten
offering  pursuant to Section 4 hereof.  All of the  expenses  described in this
Section  8 are  referred  to  in  this  Agreement  as  "REGISTRATION  EXPENSES".
Notwithstanding  the foregoing  provisions of this Section 8, in connection with
any registration or underwritten offering hereunder,  each Holder of Registrable
Securities  being   registered   shall  pay  all   underwriting   discounts  and
commissions,  all  expenses  of counsel  (except  as set forth in the  preceding
sentence) and experts retained by such Holder, and any capital gains,  income or
transfer taxes, if any, attributable to the sale of such Registrable  Securities
(pro rata in the case of payments of discounts  and  commissions  in  accordance
with the number of shares sold in the offering).

     9.  INDEMNIFICATION; CONTRIBUTION.

     (a) INDEMNIFICATION  BY THE COMPANY.  The Company  agrees to  indemnify and
hold harmless to the full extent  permitted by law each Holder,  its  directors,
officers, partners, employees, advisors and agents, and each Person who controls
(within  the  meaning  of the Act or the  Exchange  Act) such  Holder,  from and
against  any and all  losses,  claims,  damages,  expenses  (including,  without
limitation,  reasonable costs of investigation and fees, disbursements and other
charges of counsel)  or other  liabilities  resulting  from or arising out of or
based upon any untrue, or alleged untrue, statement of a material fact contained
in any registration statement,  prospectus or preliminary prospectus (as amended
or  supplemented)  or  any  document  incorporated  by  reference  in any of the
foregoing  or  resulting  from or arising  out of or based upon any  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the  statements  therein (in the case of a  prospectus,  in
light of the circumstances  under which they were made), not misleading,  except
insofar  as the same are  caused by or  contained  in any  material  information
furnished  in writing to the Company by such Holder  expressly  for use therein.
The Company shall also indemnify any underwriters of the Registrable Securities,
their officers,  directors and employees,  and each Person who controls any such
underwriter  (within  the meaning of the Act and the  Exchange  Act) to the same
extent as provided above with respect to the  indemnification  of the Holders of
Registrable Securities.


                                       13

<PAGE>



     (b) INDEMNIFICATION   BY  HOLDERS.   In  connection   with   any   proposed
registration  in which a Holder is  participating  pursuant to Section 3, 4 or 5
hereof,  each  such  Holder  shall  furnish  to  the  Company  in  writing  such
information with respect to such Holder as the Company may reasonably request or
as may be required by law for use in connection with any registration  statement
or prospectus  or  preliminary  prospectus  to be used in  connection  with such
registration  and each Holder agrees to indemnify and hold harmless the Company,
any  underwriter  retained  by  the  Company  and  their  respective  directors,
officers,  employees and each Person who controls (within the meaning of the Act
and the Exchange Act) the Company or such  underwriter to the same extent as the
foregoing  indemnity from the Company to the Holders  (subject to the exceptions
set  forth  in the  foregoing  indemnity,  the  proviso  to  this  sentence  and
applicable  law),  but only with  respect to any such  information  furnished in
writing by such Holder expressly for use therein;  provided,  however,  that the
liability  of any Holder  under this Section 9(b) shall be limited to the amount
of the net proceeds  received by such Holder in the offering giving rise to such
liability.

     (c) CONDUCT  OF  INDEMNIFICATION   PROCEEDINGS.  Any  Person  entitled   to
indemnification  hereunder  (the  "INDEMNIFIED  PARTY")  agrees  to give  prompt
written notice to the indemnifying  party (the  "INDEMNIFYING  PARTY") after the
receipt by the  Indemnified  Party of any written notice of the  commencement of
any action, suit,  proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant  to this  Agreement;  provided  that,  the  failure  so to  notify  the
Indemnifying  Party shall not relieve the  Indemnifying  Party of any  liability
that it may have to the  Indemnified  Party hereunder  unless such  Indemnifying
Party is materially prejudiced by such failure. If notice of commencement of any
such  action  is  given  to  the  Indemnifying  Party  as  above  provided,  the
Indemnifying Party shall be entitled to participate in and, to the extent it may
wish, jointly with any other Indemnifying  Party similarly  notified,  to assume
the defense of such action at its own  expense,  with  counsel  chosen by it and
reasonably  satisfactory to such Indemnified  Party. The Indemnified Party shall
have the right to employ separate  counsel in any such action and participate in
the defense thereof,  but the fees and expenses of such counsel shall be paid by
the Indemnified Party unless (i) the Indemnifying  Party agrees to pay the same,
(ii) the  Indemnifying  Party  fails to assume the  defense of such  action with
counsel  satisfactory to the Indemnified  Party in its reasonable  judgment,  or
(iii) the named parties to any such action  (including  any  impleaded  parties)
have been advised by such counsel that  representation of such Indemnified Party
and the  Indemnifying  Party by the same counsel  would be  inappropriate  under
applicable  standards  of  professional  conduct;  PROVIDED,  HOWEVER,  that the
Indemnifying  Party shall only have to pay the fees and  expenses of one firm of
counsel for all Indemnified Parties in each jurisdiction.  In the case of clause
(ii) and (iii) above, the Indemnifying  Party shall not have the right to assume
the defense of such action on behalf of such Indemnified  Party. No Indemnifying
Party  shall be liable for any  settlement  entered  into  without  its  written
consent, which consent shall not be unreasonably withheld. No Indemnifying Party
shall,  without  the  written  consent  of the  Indemnified  Party,  effect  the
settlement  or  compromise  of, or  consent  to the entry of any  judgment  with
respect  to,  any  pending  or  threatened  action or claim in  respect of which
indemnification  or  contribution  may be sought  hereunder  (whether or not the
Indemnified  Party is an  actual  or  potential  party to such  action or claim)
unless such  settlement,  compromise  or judgment (A) includes an  unconditional
release of the Indemnified  Party from all liability  arising out of such action
or claim and (B) does not include a statement as to, or an admission  of, fault,
culpability or a failure to act by or on behalf of any  Indemnified  Party.  The
rights afforded to any


                                       14

<PAGE>



Indemnified  Party  hereunder  shall be in  addition  to any  rights  that  such
Indemnified Party may have at common law, by separate agreement or otherwise.

     (d) CONTRIBUTION. If the indemnification provided for in Section 9 from the
Indemnifying  Party is  unavailable  to an  Indemnified  Party in respect of any
losses, claims, damages, expenses or other liabilities referred to therein, then
the 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,  claims,  damages,  expenses  or  other  liabilities  in  such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party  and  the  Indemnified  Party  as  well as any  other  relevant  equitable
considerations.  The relative faults of such Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission to state a material fact, was made
by,  or  relates  to  information   supplied  by,  such  Indemnifying  Party  or
Indemnified Party, and the Indemnifying Party's and Indemnified Party's relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  action;  PROVIDED,  HOWEVER,  that the  liability of any Holder under this
Section 9(d) shall be limited to the amount of the net proceeds received by such
Holder in the offering giving rise to such liability. The amount paid or payable
by a party  as a  result  of the  losses,  claims,  damages,  expenses  or other
liabilities  referred  to above  shall be  deemed  to  include,  subject  to the
limitations  set forth in Sections 9(a), 9(b) and 9(c), any legal or other fees,
charges or expenses  reasonably  incurred by such party in  connection  with any
investigation or proceeding.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  9(d)  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 the immediately preceding paragraph.
No person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled  to  contribution  pursuant to this  Section
9(d).

     10. RULE 144;  OTHER  EXEMPTIONS.  With a view to making  available  to the
Holders the benefits of Rule 144 promulgated under the 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 or pursuant to a registration on
Form S-3,  the  Company  covenants  that it shall  file in a timely  manner  all
reports  required  to be filed by it under  the  Exchange  Act and the rules and
regulations  adopted by the SEC thereunder,  and that it shall take such further
action as each Holder may  reasonably  request  (including,  but not limited to,
providing  any  information  necessary  to  comply  with  Rules 144 and 144A (if
available with respect to resales of the Registrable Securities) under the Act),
all to the  extent  required  from  time to time to enable  such  Holder to sell
Registrable  Securities without registration under the Act within the limitation
of the  exemptions  provided  by (i) Rule 144 or Rule  144A (if  available  with
respect to resales of the Registrable  Securities)  under the Act, as such rules
may be amended  from time to time,  or (ii) any other rules or  regulations  now
existing or hereafter adopted by the SEC.

     11. CERTAIN  LIMITATIONS  ON   REGISTRATION   RIGHTS.  In  the  case  of  a
registration  under  Section 5, if the Company has  determined  to enter into an
underwriting  agreement in connection  therewith,  no Holder may  participate in
such registration unless such Holder (a) agrees to sell such Holder's


                                       15

<PAGE>



securities  on the basis  provided  therein and (b)  completes  and executes all
questionnaires,  powers-of-attorney,  custody agreements,  indemnities,  lock-up
agreements, underwriting agreements and other documents required under the terms
of such underwriting agreement.

     12. MISCELLANEOUS.

     (a) TERMINATION.  This  Agreement  shall  terminate  at such  time when  no
Registrable Securities are outstanding.

     (b) NO INCONSISTENT  AGREEMENTS;  OTHER  REGISTRATION  RIGHTS.  The Company
shall not enter  into any  agreement  with  respect  to its  securities  that is
inconsistent with the rights granted to the Holders in this Agreement other than
any lock-up  agreement with the  underwriters in connection with an underwritten
offering pursuant to which the Company agrees, for a period not in excess of one
hundred  eighty  (180)  days,  not to  register  for  sale,  and  not to sell or
otherwise  dispose  of,  Common  Stock  or any  securities  convertible  into or
exercisable or  exchangeable  for Common Stock.  The Company shall not grant any
other contractual registration rights in respect of the Common Stock which would
be inconsistent with the registration rights provided under this Agreement.

     (c) REMEDIES.  The Holders,  in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  shall be entitled to
specific  performance of their rights under this  Agreement.  The Company agrees
that monetary  damages would not be adequate  compensation for any loss incurred
by reason of a breach  by it of the  provisions  of this  Agreement  and  hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.

     (d) AMENDMENTS  AND WAIVERS.  Except  as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures from the provisions of such section may not be
given,  unless the Company has  obtained  the prior  written  consent of Holders
holding  at least  51% of each  class of the  Registrable  Securities  or,  with
respect to Sections 3(a),  3(b),  3(d), 4(a), 12(b) and 12(d) of this Agreement,
Holders holding at least 66 2/3% of each class of the Registrable Securities.

     (e) NOTICES. All notices,  demands and other communications provided for or
permitted  hereunder  shall be made in  writing  and shall be by  registered  or
certified  first-class  mail,  return  receipt  requested,  telecopier,  courier
service or personal delivery:

                 (i)    if to the Company:

                        Golden Books Publishing Company, Inc.
                        888 Seventh Avenue
                        New York, New York  10106-4100
                        Attention:  Philip Galanes, General Counsel
                        Telephone Number:  (212) 547-4466
                        Facsimile Number:  (212) 547-6771



                                       16

<PAGE>



                        or, as applicable:

                        Golden Books Family Entertainment, Inc.
                        888 Seventh Avenue
                        New York, New York 10106-4100
                        Attention:  Philip Galanes, General Counsel
                        Telephone Number:  (212) 547-4466
                        Facsimile Number:  (212) 547-6771

                 (ii)  if to Holders:

                       at the address set forth in the Company's records.

     Each such notice,  request or other  communication will be effective (a) if
given by certified mail, 96 hours after such  communication  is deposited in the
mails with certified  postage prepaid  addressed as aforesaid,  (b) one Business
Day after being furnished to a nationally  recognized overnight courier for next
Business Day delivery,  and (c) on the date sent if sent by electronic facsimile
transmission, receipt confirmed followed by a hard copy by mail.

     (f) SUCCESSORS AND ASSIGNS.  This  Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of the parties hereto;  provided,
however,  that the registration  rights of the Holders and the other obligations
of  the  Company  contained  in  this  Agreement  shall,  with  respect  to  any
Registrable  Security,  be  automatically  transferred  from  a  Holder  to  any
subsequent  holder of such  Registrable  Security so long as such  security is a
Registrable  Security.  Notwithstanding  any transfer of such rights, all of the
obligations of the Company  hereunder  shall survive any such transfer and shall
continue to inure to the benefit of all transferees.

     (g) 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 an  original  and all of which  taken
together shall constitute one and the same agreement.

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

     (i) GOVERNING  LAW. This  Agreement  shall be governed by and  construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
principles of conflicts of law of such State.

     (j) JURISDICTION.  Each party to this Agreement hereby  irrevocably  agrees
that any legal action or proceeding arising out of or relating to this Agreement
or any  agreements  or  transactions  contemplated  hereby may be brought in the
courts  of the State of New York or of the  United  States  of  America  for the
Southern  District  of New York and hereby  expressly  submits  to the  personal
jurisdiction  and venue of such courts for the  purposes  thereof and  expressly
waives  any  claim of  improper  venue and any claim  that  such  courts  are an
inconvenient  forum.  Each party hereby  irrevocably  consents to the service of
process of any of the aforementioned courts in any such suit,


                                       17

<PAGE>



action or proceeding by the mailing of copies thereof by registered or certified
mail,  postage prepaid,  to the address set forth in Section 12(e), such service
to become effective 10 days after such mailing.

     (k) SEVERABILITY. If any one or more of the provisions contained herein, or
the  application  thereof  in any  circumstance,  is held  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  it being intended that all
of the rights and  privileges of the Holders shall be enforceable to the fullest
extent permitted by law.

     (l) RULES OF CONSTRUCTION.  Unless the context otherwise requires,  "or" is
not exclusive,  and  references to sections or subsections  refer to sections or
subsections of this Agreement.

     (m) ENTIRE AGREEMENT.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  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.  There are no  restrictions,  promises,
warranties or  undertakings in respect of the subject matter  contained  herein,
other than those set forth or referred to herein. This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

     (n) INTERPRETATION.   This   Agreement  is   the   result  of   arms-length
negotiations  between the parties  hereto and has been  prepared  jointly by the
parties.  In applying and interpreting  the provisions of this Agreement,  there
shall be no presumption that the Agreement was prepared by any one party or that
the Agreement shall be construed in favor of or against any one party.

     (o) FURTHER ASSURANCES.  Each of the parties shall execute such,  documents
and perform  such  further  acts as may be  reasonably  required or desirable to
carry out or to perform the provisions of this Agreement.



                                       18

<PAGE>



     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed and delivered by their respective  officers hereunto duly authorized on
the date first above written.

                        GOLDEN BOOKS PUBLISHING
                        COMPANY, INC.


                        By: /s/
                            -------------------------------------
                            Name:   Philip Galares
                            Title:  Secretary


                        GOLDEN BOOKS FAMILY
                        ENTERTAINMENT, INC.


                        By: /s/
                            -------------------------------------
                            Name:   Philip Galares
                            Title:  Secretary


                        HOLDERS: BENNETT RESTRUCTURING FUND, L.P.


                        [   /s/
                         ----------------------------------------
                        By: Restructuring Capital Associates, L.P.
                            its General Partner


                        By: /s/  BENNETT CAPITAL CORPORATION,
                            -------------------------------------
                        Its General Partner
                            Name:   James D. Bennett
                            Title:] President

                        BENNETT OFFSHORE RESTRUCTURING FUND, INC.


                        [   JAMES D. BENNETT
                         ----------------------------------------




                                       19

<PAGE>



                        By:
                            -------------------------------------
                            Name:   James D. Bennett
                            Title:] Director

                        [
                         ----------------------------------------


                        By:
                            -------------------------------------
                            Name:
                            Title:]

                        [
                         ----------------------------------------

                        By:
                            -------------------------------------
                            Name:
                            Title:]



                                       20

<PAGE>



     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed and delivered by their respective  officers hereunto duly authorized on
the date first above written.

                        GOLDEN BOOKS PUBLISHING
                        COMPANY, INC.


                        By:
                            -------------------------------------
                            Name:
                            Title:


                        GOLDEN BOOKS FAMILY
                        ENTERTAINMENT, INC.


                        By:
                            -------------------------------------
                            Name:
                            Title:

                               HOLDERS

                               PRINCIPAL LIFE INSURANCE COMPANY

                               By: Principal Capital Management, LLC, a Delaware
                                   limited liability company, its authorized
                                   signatory

By: DEBRA SVOBODA EPP          By: /s/
    ------------------------       ---------------------------------------
    Name:  Debra Svoboda Epp       Name: CHRISTOPHER J. HENDERSON, Counsel
    Title:  Counsel                Title:]

                               [   /s/  JAMES D. BENNETT
                                ------------------------------------------

                               BENNETT RESTRUCTURING FUND, L.P.
                               By: Restructuring Capital Associates, its General
                                   Partner

                               By: Bennett Capital Corporation, its General
                                   Partner

                               By: ---------------------------------------
                                   Name:
                                   Title:]




                                       21

<PAGE>


                            BENNETT OFFSHORE RESTRUCTURING FUND, INC.

                            [
                             ----------------------------------------


                            BY: /s/  JAMES D. BENNETT
                                -------------------------------------
                                Name:  James D. Bennett
                                Title:]  Director


                                       22

<PAGE>