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                                                                     EXHIBIT 4.4

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                          REGISTRATION RIGHTS AGREEMENT





                              Dated October 1, 1999





                                     between




                       KNOWLES ELECTRONICS HOLDINGS, INC.




                                       and



                        MORGAN STANLEY & CO. INCORPORATED
                             CHASE SECURITIES, INC.






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                          REGISTRATION RIGHTS AGREEMENT



       THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered
into as of October 1, 1999, by and among KNOWLES ELECTRONICS HOLDINGS, INC., a
Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated and
Chase Securities, Inc. (the "Placement Agents").

       This Agreement is made pursuant to the Placement Agreement dated
September 28, 1999, between the Company, the Subsidiary Guarantors (as defined
in the Placement Agreement) and the Placement Agents (the "Placement
Agreement"), which provides for the sale by the Company to the Placement Agents
of an aggregate of $153,200,000 principal amount at maturity of the Company's
13_% Senior Subordinated Notes Due 2009 (the "Securities"). In order to induce
the Placement Agents to enter into the Placement Agreement, the Company has
agreed to provide to the Placement Agents and their direct and indirect
transferees the registration rights set forth in this Agreement and the
Subsidiary Guarantors have agreed to guarantee the Securities on an unsecured,
senior subordinated basis. The execution of this Agreement is a condition to the
closing under the Placement Agreement.

       In consideration of the foregoing, the parties hereto agree as follows:

       1.     Definitions.

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

       "1933 Act" shall mean the Securities Act of 1933, as amended from time to
time.

       "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

       "Closing Date" shall mean the Closing Date as defined in the Placement
Agreement.

       "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

       "Exchange Offer" shall mean the exchange offer by the Company and the
Subsidiary Guarantors of Exchange Securities for Registrable Securities pursuant
to Section 2(a) hereof.

       "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.



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       "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

       "Exchange Securities" shall mean securities issued by the Company under
the Indenture containing terms identical to the Registrable Securities (except
that the Exchange Securities will not contain restrictions on transfer or any
provision for an increase in interest rate for failure to comply with the terms
of this Agreement) and to be offered to Holders of Registrable Securities in
exchange for Registrable Securities pursuant to the Exchange Offer.

       "Holder" shall mean the Placement Agents, for so long they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

       "Indenture" shall mean the Indenture relating to the Securities dated as
of October 1, 1999 between the Company, the Subsidiary Guarantors and The Bank
of New York, as trustee, and as the same may be amended from time to time in
accordance with the terms thereof.

       "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
(other than the Placement Agents or subsequent Holders of Registrable Securities
if such subsequent holders are deemed to be such affiliates solely by reason of
their holding of such Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount.

       "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

       "Placement Agents" shall have the meaning set forth in the preamble.

       "Placement Agreement" shall have the meaning set forth in the preamble.

       "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or


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supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including all
material incorporated by reference therein.

       "Registrable Securities" shall mean the Securities; provided, however,
that the Securities shall cease to be Registrable Securities (i) when a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Registration Statement, (ii) when such Securities are eligible
to be sold to the public pursuant to Rule 144(k)(or any similar provision then
in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities
shall have ceased to be outstanding.

       "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC or National Association of Securities Dealers,
Inc. registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency fees,
if any, (v) all fees and disbursements relating to the qualification of the
Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the
Company and the Subsidiary Guarantors and, in the case of a Shelf Registration
Statement, the fees and disbursements of one counsel for the Holders (which
counsel shall be selected by the Majority Holders and which counsel may also be
counsel for the Placement Agent) and (viii) the fees and disbursements of the
independent public accountants of the Company and the Subsidiary Guarantors,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, but excluding fees and
expenses of counsel to the underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

       "Registration Statement" shall mean any registration statement of the
Company and the Subsidiary Guarantors that covers any of the Exchange Securities
or 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 material incorporated by reference
therein.



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       "SEC" shall mean the Securities and Exchange Commission.

       "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

       "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Subsidiary Guarantors pursuant to the
provisions of Section 2(b) of this Agreement which covers all of the Registrable
Securities (but no other securities unless approved by the Holders whose
Registrable Securities are covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

       "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

       "Underwriter" shall have the meaning set forth in Section 3 hereof.

       "Underwritten Registration" or "Underwritten Offering" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

       2.     Registration Under the 1933 Act.

       (a)    To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the offer
by the Company to the Holders to exchange all of the Registrable Securities for
Exchange Securities and to have such Registration Statement remain effective
until the closing of the Exchange Offer. The Company shall commence the Exchange
Offer promptly after the Exchange Offer Registration Statement has been declared
effective by the SEC and use its best efforts to have the Exchange Offer
consummated not later than 60 days after such effective date. The Company shall
commence the Exchange Offer by mailing the related Exchange Offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

       (i)    that the Exchange Offer is being made pursuant to this
   Registration Rights Agreement and that all Registrable Securities validly
   tendered will be accepted for exchange;

       (ii)   the dates of acceptance for exchange (which shall be a period of
   at least 20 business days from the date such notice is mailed) (the "Exchange
   Dates");



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       (iii)  that any Registrable Security not tendered will remain outstanding
   and continue to accrue interest, but will not retain any rights under this
   Registration Rights Agreement, except that the Company may, in its
   discretion, accept tenders of Registrable Securities for Exchange Securities
   after the date that the Company consummates the Exchange Offer with respect
   to Registrable Securities tendered as of the date of initial consummation
   and, for purposes of Section 2(d), the Exchange Offer shall be deemed to have
   been consummated notwithstanding any such extensions of the tender period;

       (iv)   that Holders electing to have a Registrable Security exchanged
   pursuant to the Exchange Offer will be required to surrender such Registrable
   Security, together with the enclosed letters of transmittal, to the
   institution and at the address (located in the Borough of Manhattan, The City
   of New York) specified in the notice prior to the close of business on the
   last Exchange Date; and

       (v)    that Holders will be entitled to withdraw their election, not
   later than the close of business on the last Exchange Date, by sending to the
   institution and at the address (located in the Borough of Manhattan, The City
   of New York) specified in the notice a telegram, telex, facsimile
   transmission or letter setting forth the name of such Holder, the principal
   amount of Registrable Securities delivered for exchange and a statement that
   such Holder is withdrawing his election to have such Securities exchanged.

       As soon as practicable after the last Exchange Date, the Company shall:

       (i)    accept for exchange Registrable Securities or portions thereof
   tendered and not validly withdrawn pursuant to the Exchange Offer; and

       (ii)   deliver, or cause to be delivered, to the Trustee for cancellation
   all Registrable Securities or portions thereof so accepted for exchange by
   the Company and issue, and cause the Trustee to promptly authenticate and
   mail to each Holder, an Exchange Securities equal in principal amount to the
   principal amount of the Registrable Securities surrendered by such Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Placement Agents of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agents shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer. Each Holder wishing to exchange
Registrable Securities for Exchange Securities in the Exchange Offer will be
required to make certain representations customary in such transactions,
including representations that (a) any Exchange Securities received by it will
be acquired in the ordinary course of its


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business, (b) it has no arrangement or understanding with any person to
participate in the distribution of the Exchange Securities, (c) it is not an
affiliate or promoter (as defined in Rule 405 under the 1933 Act) of the Company
or, if it is an affiliate of the Company, it will comply with the registration
and prospectus delivery requirements of the 1933 Act to the extent applicable
and (d) if it is a broker-dealer, that it will deliver a prospectus in
connection with any resale of such Exchange Notes.

       (b)    In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated by
April 28, 2000 or (iii) the Exchange Offer has been completed and in the opinion
of counsel for the Placement Agents a Registration Statement must be filed and a
Prospectus must be delivered by the Placement Agents in connection with any
offering or sale of Registrable Securities (other than to the extent that such
Registrable Securities could legally have been exchanged for Exchange Securities
in the Exchange Offer), the Company shall use its best efforts to cause to be
filed as soon as practicable after such determination, date or notice of such
opinion of counsel is given to the Company, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities and
to have such Shelf Registration Statement declared effective by the SEC.
Nothwithstanding that the Company may be required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its best efforts to file and have
declared effective by the SEC both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of
Registrable Securities held by the Placement Agents after completion of the
Exchange Offer. The Company shall use its best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Company, a Shelf Registration Statement providing for
the sale by the Holders of all of the Registrable Securities and to have such
Shelf Registration Statement declared effective by the SEC. Subject to the
penultimate paragraph of Section 3, the Company agrees to use its best efforts
to keep the Shelf Registration Statement continuously effective until the
expiration of the period referred to in Rule 144(k) with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding.
The Company further agrees to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or by the 1933 Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder with respect to information
relating to such Holder, and to use its best efforts to cause any such amendment
to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC. No Holder may include any of its
Registrable Securities in


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any registration pursuant to this Section 2(b) until such Holder furnishes to
the Company in writing, within 30 days after receipt of the first request of the
Company therefor, the information relating to such Holder that would be required
by the SEC to be included in the Shelf Registration Statement or any Prospectus
included therein; provided that the Company delivers two requests for such
information, each of which states that such Holders' Registrable Securities will
not be included in the Shelf Registration Statement until the required
information is provided within the allotted time period and provided further
that the second request for such information is delivered by the Company between
5 and 15 days after the first such request. Each Holder as to which any
registration pursuant to this Section 2(b) is being effected agrees to timely
furnish to the Company all information necessary to be disclosed in the
applicable Shelf Registration Statement or Prospectus included therein in order
to make the information previously furnished to the Company by such Holder not
materially misleading.

       (c)    The Company shall pay all Registration Expenses in connection with
the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder's Registrable Securities pursuant to
the Shelf Registration Statement.

       (d)    An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume. As provided for in the Indenture, in
the event the Exchange Offer is not consummated and the Shelf Registration
Statement is not declared effective on or prior to April 28, 2000, the interest
rate on the Securities will be increased by 0.5% per annum until the Exchange
Offer is consummated or the Shelf Registration Statement is declared effective
by the SEC.

       (e)    The Placement Agents and, by their acceptance of any Securities,
the Holders acknowledge that the sole remedy available to the Holders for any
failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof shall be the increase in interest rate on the Securities
provided for in Section 2(d) hereof. The Placement Agents and the Holders shall
not have the right to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof.

       3.     Registration Procedures.

       In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:


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       (a)    prepare and file with the SEC a Registration Statement on the
   appropriate form under the 1933 Act, which form (x) shall be selected by the
   Company and (y) shall, in the case of a Shelf Registration, be available for
   the sale of the Registrable Securities by the selling Holders thereof and (z)
   shall comply as to form in all material respects with the requirements of the
   applicable form and include all financial statements required by the SEC to
   be filed therewith, and use its best efforts to cause such Registration
   Statement to become effective and remain effective in accordance with Section
   2 hereof;

       (b)    prepare and file with the SEC such amendments and post-effective
   amendments to each Registration Statement as may be necessary to keep such
   Registration Statement effective for the applicable period and cause each
   Prospectus to be supplemented by any required prospectus supplement and, as
   so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep
   each Prospectus current during the period described under Section 4(3) and
   Rule 174 under the 1933 Act that is applicable to transactions by brokers or
   dealers with respect to the Registrable Securities or Exchange Securities;

       (c)    in the case of a Shelf Registration, furnish to each Holder of
   Registrable Securities, to counsel for the Placement Agents, to one counsel
   for all the Holders and to each Underwriter of an Underwritten Offering of
   Registrable Securities, if any, without charge, as many copies of each
   Prospectus, including each preliminary Prospectus, and any amendment or
   supplement thereto and such other documents as such Holder or Underwriter may
   reasonably request, in order to facilitate the public sale or other
   disposition of the Registrable Securities; and the Company consents to the
   use of such Prospectus and any amendment or supplement thereto in accordance
   with applicable law by each of the selling Holders of Registrable Securities
   and any such Underwriters in connection with the offering and sale of the
   Registrable Securities covered by and in the manner described in such
   Prospectus or any amendment or supplement thereto in accordance with
   applicable law;

       (d)    use its best efforts to register or qualify the Registrable
   Securities under all applicable state securities or "blue sky" laws of such
   jurisdictions as any Holder of Registrable Securities covered by a
   Registration Statement shall reasonably request in writing by the time the
   applicable Registration Statement is declared effective by the SEC, to
   cooperate with such Holders in connection with any filings required to be
   made with the National Association of Securities Dealers, Inc. and do any and
   all other acts and things which may be reasonably necessary or advisable to
   enable such Holder to consummate the disposition in each such jurisdiction of
   such Registrable Securities owned by such Holder; provided, however, that the
   Company shall not be required to (i) qualify as a foreign corporation or as a
   dealer in securities in any jurisdiction where it would not otherwise be
   required to qualify but for this Section 3(d), (ii) file any general consent
   to service of process or (iii) subject itself to taxation in any such
   jurisdiction if it is not so subject;



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       (e)    in the case of a Shelf Registration, notify each Holder of
   Registrable Securities, counsel for the Holders and counsel for the Placement
   Agents promptly and, if requested by any such Holder or counsel, confirm in
   writing (i) when a Registration Statement has become effective and when any
   post-effective amendment thereto has been filed and becomes effective, (ii)
   of any request by the SEC or any state securities authority for amendments
   and supplements to a Registration Statement and Prospectus or for additional
   information after the Registration Statement has become effective, (iii) of
   the issuance by the SEC or any state securities authority of any stop order
   suspending the effectiveness of a Registration Statement or the initiation of
   any proceedings for that purpose, (iv) if, between the effective date of a
   Registration Statement and the closing of any sale of Registrable Securities
   covered thereby, the representations and warranties of the Company and the
   Subsidiary Guarantors contained in any underwriting agreement, securities
   sales agreement or other similar agreement, if any, relating to the offering
   cease to be true and correct in all material respects or if the Company or
   the Subsidiary Guarantors receive any notification with respect to the
   suspension of the qualification of the Registrable Securities for sale in any
   jurisdiction or the initiation of any proceeding for such purpose, (v) during
   the period a Shelf Registration Statement is effective if such Registration
   Statement or the related Prospectus contains an untrue statement of a
   material fact or omits to state a material fact necessary to make the
   statements therein (with respect to such Prospectus, in the light of the
   circumstances under which they were made), not misleading and (vi) of any
   determination by the Company that a post-effective amendment to a
   Registration Statement would be appropriate;

       (f)    make every reasonable effort to obtain the withdrawal of any order
   suspending the effectiveness of a Registration Statement at the earliest
   possible moment and provide prompt notice to each Holder of the withdrawal of
   any such order;

       (g)    in the case of a Shelf Registration, furnish to each Holder of
   Registrable Securities, without charge, at least one conformed copy of each
   Registration Statement and any post-effective amendment thereto (without
   documents incorporated therein by reference or exhibits thereto, unless
   requested);

       (h)    in the case of a Shelf Registration and subject to the Indenture,
   cooperate with the selling Holders of Registrable Securities to facilitate
   the timely preparation and delivery of certificates representing Registrable
   Securities to be sold and not bearing any restrictive legends and enable such
   Registrable Securities to be in such denominations (consistent with the
   provisions of the Indenture) and registered in such names as the selling
   Holders may reasonably request at least one business day prior to the closing
   of any sale of Registrable Securities;

       (i)    in the case of a Shelf Registration, upon the occurrence of any
   event contemplated by Sections 3(e)(ii), (iii), (iv), (v) or (vi) hereof, use
   its best efforts to prepare and file with the SEC a supplement or
   post-effective amendment to a Registration


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   Statement or the related Prospectus or any document incorporated therein by
   reference or file any other required document so that, as thereafter
   delivered to the purchasers of the Registrable Securities, such Prospectus
   will not contain any untrue statement of a material fact or omit to state a
   material fact necessary to make the statements therein, in the light of the
   circumstances under which they were made, not misleading. The Company agrees
   to notify the Holders to suspend use of the Prospectus as promptly as
   practicable after the occurrence of such an event, and the Holders hereby
   agree to suspend use of the Prospectus until the Company has amended or
   supplemented the Prospectus to correct such misstatement or omission;

       (j)    within a reasonable time prior to the filing of any Registration
   Statement, any Prospectus, any amendment to a Registration Statement or
   amendment or supplement to a Prospectus or any document which is to be
   incorporated by reference into a Registration Statement or a Prospectus after
   initial filing of a Registration Statement, provide copies of such document
   to the Placement Agents and their counsel (and, in the case of a Shelf
   Registration Statement, the Holders and their counsel) and make such of the
   representatives of the Company and the Subsidiary Guarantors as shall be
   reasonably requested by the Placement Agents or their counsel (and, in the
   case of a Shelf Registration Statement, the Holders or their counsel)
   available for discussion of such document, and shall not at any time file or
   make any amendment to the Registration Statement, any Prospectus or any
   amendment of or supplement to a Registration Statement or a Prospectus or any
   document which is to be incorporated by reference into a Registration
   Statement or a Prospectus, of which the Placement Agents and their counsel
   (and, in the case of a Shelf Registration Statement, the Holders and their
   counsel) shall not have previously been advised and furnished a copy or to
   which the Placement Agents or their counsel (and, in the case of a Shelf
   Registration Statement, the Holders or their counsel) shall reasonably
   object;

       (k)    obtain a CUSIP number for all Exchange Securities or Registrable
   Securities, as the case may be, not later than the effective date of a
   Registration Statement;

       (l)    cause the Indenture to be qualified under the Trust Indenture Act
   of 1939, as amended (the "TIA"), in connection with the registration of the
   Exchange Securities or Registrable Securities, as the case may be, cooperate
   with the Trustee and the Holders to effect such changes to the Indenture as
   may be required for the Indenture to be so qualified in accordance with the
   terms of the TIA and execute, and use its best efforts to cause the Trustee
   to execute, all documents as may be required to effect such changes and all
   other forms and documents required to be filed with the SEC to enable the
   Indenture to be so qualified in a timely manner;

       (m)    in the case of a Shelf Registration, make available for inspection
   by a representative of the Holders of the Registrable Securities, any
   Underwriter participating in any disposition pursuant to such Shelf
   Registration Statement, and attorneys and


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   accountants designated by the Holders, at reasonable times and in a
   reasonable manner, all financial and other records, pertinent documents and
   properties of the Company and the Subsidiary Guarantors, and cause the
   respective officers, directors and employees of the Company and the
   Subsidiary Guarantors to supply all information reasonably requested by any
   such representative, Underwriter, attorney or accountant in connection with a
   Shelf Registration Statement; provided, however, that each such person shall
   be required to execute a reasonable confidentiality agreement;

       (n)    use its best efforts to cause the Exchange Securities to continue
   to be rated by two nationally recognized statistical rating organizations (as
   such term is defined in Rule 436(g)(2) under the 1933 Act), if the
   Registrable Securities have been rated;

       (o)    if reasonably requested by any Holder of Registrable Securities
   covered by a Registration Statement, (i) promptly incorporate in a Prospectus
   supplement or post-effective amendment such information with respect to such
   Holder as such Holder reasonably requests to be included therein and (ii)
   make all required filings of such Prospectus supplement or such
   post-effective amendment as soon as the Company has received notification of
   the matters to be incorporated in such filing; and

       (p)    in the case of a Shelf Registration, enter into such customary
   agreements and take all such other actions in connection therewith (including
   those requested by the Holders of a majority of the Registrable Securities
   being sold) in order to expedite or facilitate the disposition of such
   Registrable Securities including, but not limited to, an Underwritten
   Offering and in such connection, (i) to the extent possible, make such
   representations and warranties to the Holders and any Underwriters of such
   Registrable Securities with respect to the business of the Company and the
   Subsidiary Guarantors, the Registration Statement, Prospectus and documents
   incorporated by reference or deemed incorporated by reference, if any, in
   each case, in form, substance and scope as are customarily made by issuers to
   underwriters in underwritten offerings and confirm the same if and when
   requested, (ii) obtain opinions of counsel to the Company and the Subsidiary
   Guarantors(which counsel and opinions, in form, scope and substance, shall be
   reasonably satisfactory to the Holders and such Underwriters and their
   respective counsel) addressed to each selling Holder and Underwriter of
   Registrable Securities, covering the matters customarily covered in opinions
   requested in underwritten offerings, (iii) to the extent each selling Holder
   complies with the prerequisites of Statement on Auditing Standards 72 issued
   by the Auditing Standards Board, obtain "cold comfort" letters from the
   independent certified public accountants of the Company (and, if necessary,
   any other certified public accountant of any subsidiary of the Company, or of
   any business acquired by the Company for which financial statements and
   financial data are or are required to be included in the Registration
   Statement) addressed to each selling Holder and Underwriter of Registrable
   Securities, such letters to be in customary form and covering matters of the
   type customarily covered in "cold comfort" letters in connection with
   underwritten offerings, and (iv) deliver such documents and certificates as
   may be reasonably requested


<PAGE>   13
                                       12



   by the Holders of a majority in principal amount of the Registrable
   Securities being sold or the Underwriters, and which are customarily
   delivered in underwritten offerings, to evidence the continued validity of
   the representations and warranties of the Company and the Subsidiary
   Guarantors made pursuant to clause (i) above and to evidence compliance with
   any customary conditions contained in an underwriting agreement.

       In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

       In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company(at its expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. The Company may give any such notice only twice during any 365
day period and the aggregate length of such suspensions may not exceed 60 days
and there may not be more than two suspensions in effect during any 365 day
period.

       The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

       4.     Participation of Broker-Dealers in Exchange Offer.

       (a)    The staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer") may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

       The Company understands that it is the staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating


<PAGE>   14
                                       13



Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

       (b)    In light of the above, notwithstanding the other provisions of
this Agreement, the Company:

       (i)    agrees to include in the Exchange Offer Registration Statement a
   section entitled "Plan of Distribution" which section shall be reasonably
   acceptable to the Morgan Stanley & Co. Incorporated on behalf of the
   Participating Broker-Dealers, if any, and which shall contain a summary
   statement of the positions taken or policies made by the staff of the SEC
   with respect to the potential "underwriter" status of any broker-dealer that
   holds Registrable Securities acquired for its own account as a result of
   market-making activities or other trading activities and that will be the
   beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange
   Securities to be received by such broker-dealer in the Exchange Offer,
   whether such positions or policies have been publicly disseminated by the
   staff of the SEC or such positions or policies, in the reasonable judgment of
   Morgan Stanley & Co. Incorporated on behalf of the Participating
   Broker-Dealers and its counsel, represent the prevailing views of the staff
   of the SEC, including a statement that any such broker-dealer who receives
   Exchange Securities for Registrable Securities pursuant to the Exchange Offer
   may be deemed a statutory underwriter and must deliver a prospectus meeting
   the requirements of the 1933 Act in connection with any resale of such
   Exchange Securities;

       (ii)   notwithstanding any other provision herein to the contrary, agrees
   to furnish, for a period of 180 days after the Exchange Date, to each
   broker-dealer who has notified to the Company in writing that it anticipates
   that it will be a Participating Broker-Dealer, without charge, as many copies
   of each Prospectus included in the Exchange Offer Registration Statement,
   including any preliminary prospectus, and any amendment or supplement
   thereto, as such Participating Broker-Dealer may reasonably request;

       (iii)  hereby consents to the use of the Prospectus forming part of the
   Exchange Registration Statement or any amendment or supplement thereto, by
   any Person subject to the prospectus delivery requirements of the SEC,
   including all Participating Broker-Dealers, in connection with the sale or
   transfer of the Exchange Securities covered by the Prospectus or any
   amendment or supplement thereto;

       (iv)   agrees to include in the transmittal letter or similar
   documentation to be executed by an exchange offeree in order to participate
   in the Exchange Offer (x) the following provision: "If the exchange offeree
   is a broker-dealer holding Registrable Securities acquired for its own
   account as a result of market-making activities or other trading activities,
   it will deliver a prospectus meeting the requirements of the 1933 Act in
   connection with any resale of Exchange Securities received in respect of such
   Registrable


<PAGE>   15
                                       14



   Securities pursuant to the Exchange Offer;" and (y) a statement to the effect
   that a broker-dealer by making the acknowledgment described in clause (x) and
   by delivering a Prospectus in connection with the exchange of Registrable
   Securities, the broker-dealer will not be deemed to admit that it is an
   underwriter within the meaning of the 1933 Act; and

       (v)    shall not be required to amend or supplement the Prospectus
   contained in the Exchange Offer Registration Statement, as would otherwise be
   contemplated by Section 3(i), for a period exceeding 180 days after the last
   Exchange Date and Participating Broker-Dealers shall not be authorized by the
   Company to deliver and shall not deliver such Prospectus after such period in
   connection with the resales contemplated by this Section 4.


<PAGE>   16
                                       15



       5.     Indemnification and Contribution.

       (a)    The Company agrees to indemnify and hold harmless the Placement
Agents, each Holder and each Person, if any, who controls any Placement Agent or
any Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, or is under common control with, or is controlled by, any
Placement Agent or any Holder, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Placement Agent, any Holder or any such controlling
or affiliated Person in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Securities or Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or caused by any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein in light of the circumstances under which they
were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to the Placement
Agents or any Holder furnished to the Company in writing through Morgan Stanley
& Co. Incorporated or any selling Holder expressly for use therein; provided,
however, that the foregoing indemnity agreement with respect to any preliminary
Prospectus shall not inure to the benefit of any Placement Agent or any Holder
from whom the person asserting any such losses, claims, damages or liabilities
purchased Notes, or any person controlling such Placement Agent or any Holder,
if a copy of the Prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Placement Agent to such person, at or prior to the
written confirmation of the sale of the Notes to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities; provided that in any case
where there is a preliminary Prospectus, the Company shall be required to
provide to the Placement Agents, in New York City, without charge, prior to 5:00
p.m. New York City time on the business day next succeeding the date such
Prospectus is printed, as many copies of the Prospectus and any supplements and
amendments thereto as the Placement Agents may reasonably request. In connection
with any Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, selling brokers, dealers 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 1933 Act and the 1934 Act) to the same extent as provided above
with respect to the indemnification of the Holders, if requested in connection
with any Registration Statement.

       (b)    Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Placement Agents and the other selling Holders,
and each of their


<PAGE>   17
                                       16


respective directors, officers who sign the Registration Statement and each
Person, if any, who controls the Company, any Placement Agent and any other
selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company to the Placement Agents and the Holders, but only with reference to
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

       (c)    In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agents and all
Persons, if any, who control any Placement Agent within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Registration Statement and
each Person, if any, who controls the Company within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all Persons, if any, who
control any Holders within the meaning of either such Section, and that all such
fees and expenses shall be reimbursed as they are incurred. In such case
involving the Placement Agents and Persons who control the Placement Agents,
such firm shall be designated in writing by Morgan Stanley & Co. Incorporated.
In such case involving the Holders and such Persons who control Holders, such
firm shall be designated in writing by the Majority Holders. In all other cases,
such firm shall be designated by the Company. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent but, if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which such indemnified party is or could properly have been a
party and indemnity could have been sought hereunder by such


<PAGE>   18
                                       17


indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

       (d)    If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, 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 losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holder that were registered pursuant to a Registration Statement.

       (e)    The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

       The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Placement Agents, any Holder or any Person controlling any Placement Agent
or any Holder, or by or on behalf of the Company, its officers or directors or
any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.


<PAGE>   19
                                       18



       6.     Miscellaneous.

       (a)    No Inconsistent Agreements. The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
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 other
issued and outstanding securities under any such agreements.

       (b)    Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5
hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder.

       (c)    Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Placement Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).

       All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

       Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.



<PAGE>   20
                                       19



       (d)    Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Placement Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Placement Agents
(in their capacity as Placement Agents) shall have no liability or obligation to
the Company with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this
Agreement.

       (e)    Purchases and Sales of Securities. The Company shall not, and
shall use its best efforts to cause its affiliates (as defined in Rule 405 under
the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.

       (f)    Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Placement Agents, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

       (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 the laws of the
State of New York.

       (j)    Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


<PAGE>   21


       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                 KNOWLES ELECTRONICS HOLDINGS, INC.


                                 By /s/ REG GARRATT
                                    -------------------------------
                                   Name:  Reg Garratt
                                   Title: Chief Executive Officer


Confirmed and accepted as of
 the date first above written:

MORGAN STANLEY & CO. INCORPORATED
CHASE SECURITIES, INC.
By: MORGAN STANLEY & CO. INCORPORATED


By /s/ KENNETH G. POTT
   ----------------------------
  Name:  Kenneth G. Pott
  Title: Principal