REGISTRATION RIGHTS AGREEMENT


         This  REGISTRATION  RIGHTS  AGREEMENT  dated as of July 2,  2000 (this
"Agreement"),   among  General  Bearing  Corp.,  a  Delaware   corporation  (the
"Issuer"), and the Holders (as defined herein).

         WHEREAS,  this  Agreement is being entered into in connection  with the
closing under the Merger Agreement referred to below.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises,  representations,   warranties,  covenants  and  agreements  contained
herein,  the parties  hereto,  intending to be legally  bound  hereby,  agree as
follows:

                                ARTICLE 1

                               DEFINITIONS

    SECTION 1.1 Definitions.  Terms defined in the Agreement and Plan of Merger,
dated as of July 2, 2000 (the  "Merger  Agreement"),  among the  Issuer,  Fisco
Industries  Ltd.,  a New York  corporation  wholly  owned by the  Issuer,  World
Machinery Company, a Delaware corporation, and the Company Stockholders are used
herein as defined  therein.  In addition,  the following  terms, as used herein,
shall have the following respective meanings:

         "Commission"  means  the  Securities  and  Exchange  Commission  or any
    successor governmental body or agency.

         "Common Stock" means the common stock, par value $.01 per share, of the
    Issuer.

         "Disadvantageous Condition" has the meaning ascribed thereto in Section
    2.5.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holder" means any of the  stockholders of World Machinery  Company and
    their respective successors and assigns.

         "Registrable  Securities"  means Common  Stock  acquired by the Holders
    pursuant  to the Merger  (and any shares of stock or other  securities  into
    which or for which such Common Stock may hereafter be changed,  converted or
    exchanged  and any other  shares or  securities  issued to  Holders  of such
    Common Stock (or such shares of stock or other  securities into which or for
    which  such  shares  are  so  changed,  converted  or  exchanged)  upon  any
    reclassification,  share  combination,  share  subdivision,  share dividend,
    share exchange,  merger,  consolidation or similar  transaction or event) or
    otherwise.  As to any particular  Registrable  Securities,  such Registrable
    Securities  shall  cease to be  Registrable  Securities  as soon as (i) such
    Registrable Securities have been sold or otherwise disposed of pursuant to a
    registration statement that was filed with the Commission in accordance with
    this Agreement and declared  effective under the Securities Act or (ii) such

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    Registrable  Securities have been otherwise sold, transferred or disposed of
    by a Holder to any Person that is not a Holder in accordance with Rule 144.

         "Registration   Expenses"  means  any  and  all  expenses  incident  to
    performance of or compliance with any registration of securities pursuant to
    Article 2, including,  without limitation,  (i) the fees,  disbursements and
    expenses of the Issuer's  counsel and  accountants  (including in connection
    with the delivery of opinions  and/or  comfort  letters) in connection  with
    this Agreement and the  performance of the Issuer's  obligations  hereunder;
    (ii)  all  expenses,   including   filing  fees,  in  connection   with  the
    preparation,  printing  and  filing of one or more  registration  statements
    hereunder;  (iii) the cost of printing or  producing  any  agreements  among
    underwriters,  underwriting  agreements,  and blue  sky or legal  investment
    memoranda;  (iv) the filing fees incident to securing any required review by
    the National  Association  of Securities  Dealers,  Inc. of the terms of the
    sale  of  the  securities  to be  disposed  of;  (v)  transfer  agents'  and
    registrars'  fees and expenses in connection  with such  offering;  (vi) all
    security  engraving and security printing  expenses;  and (vii) all fees and
    expenses   payable  in  connection  with  the  listing  of  the  Registrable
    Securities on any  securities  exchange or automated  interdealer  quotation
    system on which the Common Stock is then listed;  provided that Registration
    Expenses  shall  exclude (x) all  underwriting  discounts  and  commissions,
    selling or  placement  agent or broker fees and  commissions,  and  transfer
    taxes, if any, in connection  with the sale of any securities,  (y) the fees
    and expenses of counsel for any Holder and (z) all costs and expenses of the
    Issuer incurred as contemplated in Section 2.7(g).

         "Required  Shelf  Registration"  has the  meaning  ascribed  thereto in
    Section 2.1.

         "Rule  144" means Rule 144 (or any  successor  rule to similar  effect)
    promulgated under the Securities Act.

         "Rule  145" means Rule 145 (or any  successor  rule to similar  effect)
    promulgated under the Securities Act.

         "Rule 415 Offering" means an offering on a delayed or continuous  basis
    pursuant to Rule 415 (or any successor rule to similar  effect)  promulgated
    under the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Selling  Holder"  means any  Holder who sells  Registrable  Securities
    pursuant to a public offering registered hereunder.

         "Shelf Registration" means the registration under the Securities Act of
    a Rule 415 Offering.

         "Shelf Registration  Statement" means a registration statement intended
    to effect a Shelf Registration.

    SECTION 1.2 Internal  References.  Unless the context  indicates  otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles,  sections and

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paragraphs  in this  Agreement,  and  references  to the parties  shall mean the
parties to this Agreement.

                                   ARTICLE 2

                               REGISTRATION RIGHTS

    SECTION  2.1 Shelf  Registration.  If  requested  in  writing by a Holder or
Holders  (the  "Requesting  Holder")  holding  a  majority  in  interest  of the
Registrable   Securities  (the  "Shelf  Registration   Request"),   as  soon  as
practicable  (but in any event not more than 30 days)  after such  request,  the
Issuer shall prepare and file with the Commission a Shelf Registration Statement
on an appropriate  form that shall include all Registrable  Securities,  and may
include  securities  of the Issuer for sale for the  Issuer's  own account  (the
"Required Shelf Registration"). The Issuer will give written notice of the Shelf
Registration Request,  within ten days of the receipt thereof, to each Holder (a
"Non-Requesting  Holder") other than the Requesting Holder. Upon written request
from any Non-Requesting  Holder, within 15 days after receipt of any such notice
from the  Issuer,  the Issuer  shall cause all  Registrable  Shares of each such
Non-Requesting  Holder to be included in the Shelf Registration,  subject to the
terms and provisions hereof. The Issuer shall use its reasonable best efforts to
cause such Shelf  Registration  Statement  to be declared  effective  as soon as
practicable after such request. The Issuer shall be obligated to keep such Shelf
Registration  Statement  effective  until such time as all securities  that were
Registrable  Securities  on  the  date  hereof  have  ceased  to be  Registrable
Securities.

    SECTION 2.2 Other Matters In Connection With Registration.

    (a) Each Holder  shall use its  reasonable  best  efforts to keep the Issuer
promptly informed (x) of the name, address and other contact information of each
such Holder, (y) of the number of Registrable  Securities held from time-to-time
by each such  Holder  and (z) of each sale,  transfer  or other  disposition  of
Registrable  Securities  (including  the  number  of  shares  sold) by each such
Holder.

    (b) In the  event  that  any  public  offering  pursuant  to this  Agreement
involves, in whole or in part, an underwritten  offering,  the Issuer shall have
the right to designate an  underwriter or  underwriters  as the lead or managing
underwriters of such underwritten offering who shall be reasonably acceptable to
Holders  owning a majority  of the  Registrable  Securities  proposed to be sold
therein.

    SECTION 2.3 Certain Delay  Rights.  Notwithstanding  any other  provision of
this  Agreement  to the  contrary,  if at any  time  while  the  Required  Shelf
Registration  is effective,  the Issuer  provides  written notice to each Holder
that in the Issuer's good faith and  reasonable  judgment it would be materially
disadvantageous  to the  Issuer  (because  the  sale of  Registrable  Securities
covered by such registration  statement or the disclosure of information therein
or in any related prospectus or prospectus supplement would materially interfere
with any  acquisition,  financing  or other  material  event or  transaction  in
connection with which a registration of securities  under the Securities Act for
the account of the Issuer is then intended or the public  disclosure of which at
the time  would be  materially  prejudicial  to the  Issuer (a  "Disadvantageous
Condition"))  for  sales  of  Registrable   Securities  thereunder  to  then  be

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permitted,  and setting forth the general reasons for such judgment,  the Issuer
may refrain  from  maintaining  current the  prospectus  contained  in the Shelf
Registration  Statement  until such  Disadvantageous  Condition no longer exists
(notice of which the Issuer shall promptly deliver to each Holder). With respect
to each  Holder,  upon  the  receipt  by such  Holder  of any such  notice  of a
Disadvantageous   Condition   (i)  in   connection   with  the  Required   Shelf
Registration,  such Holder shall forthwith discontinue use of the prospectus and
any prospectus  supplement under such  registration  statement and shall suspend
sales of Registrable  Securities until such Disadvantageous  Condition no longer
exists  and (ii) in  connection  with the  Required  Shelf  Registration,  if so
directed by the Issuer by notice as  aforesaid,  such Holder will deliver to the
Issuer all copies,  other than  permanent  filed  copies  then in such  Holder's
possession,  of the  prospectus and  prospectus  supplements  then covering such
Registrable  Securities  at the time of  receipt  of such  notice as  aforesaid.
Notwithstanding  anything  else  contained  in this  Agreement,  (x) neither the
filing nor the  effectiveness of any  registration  statement may be delayed for
more  than a  total  of 60  days  pursuant  to  this  Section  2.3  and  (y) the
maintaining  current of a prospectus (and the suspension of sales of Registrable
Securities)  in  connection  with the  Required  Shelf  Registration  may not be
delayed under this Section 2.3 for more than a total of 60 days in any six-month
period.

    SECTION 2.4 Expenses. Except as provided herein, the Issuer shall pay all
Registration   Expenses   with   respect   to   each   registration   hereunder.
Notwithstanding  the  foregoing,  (i) each Holder shall be  responsible  for the
legal  fees and  expenses  of its own  counsel  and (ii)  each  Holder  shall be
responsible for all underwriting discounts and commissions, selling or placement
agent or broker fees and commissions,  and transfer taxes, if any, in connection
with the sale of securities by such Holder.

    SECTION 2.5 Registration and Qualification. If and whenever the Issuer is
required to effect the  registration  of any  Registrable  Securities  under the
Securities Act, the Issuer shall:

    (a) prepare,  file and cause to become  effective a  registration  statement
under the Securities Act relating to the Registrable Securities to be offered in
accordance with the intended method of disposition thereof,

    (b) prepare and file with the Commission  such amendments and supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such  registration  statement  effective  and to comply
with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities;

    (c) furnish to the Holders of Registrable  Securities and to any underwriter
of  such  Registrable  Securities  such  number  of  conformed  copies  of  such
registration  statement and of each such  amendment and  supplement  thereto (in
each case  including  all  exhibits),  such  number of copies of the  prospectus
included in such registration statement (including each preliminary prospectus),
in conformity  with the  requirements  of the Securities Act, and such documents
incorporated by reference in such registration  statement or prospectus,  as the
Holders of Registrable Securities or such underwriter may reasonably request;

    (d) furnish to any underwriter of such Registrable  Securities an opinion of
counsel for the Issuer and a "cold  comfort"  letter  signed by the  independent
public  accountants  who have  audited the  financial  statements  of the Issuer
included in the applicable  registration  statement,  in

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each  such  case  covering  substantially  such  matters  with  respect  to such
registration  statement  (and the prospectus  included  therein) and the related
offering as are customarily covered in opinions of issuer's counsel with respect
thereto and in  accountants'  letters  delivered to underwriters in underwritten
public  offerings of securities and such other matters as such  underwriters may
reasonably request;

    (e)  promptly  notify the Selling  Holders in writing (i) at any time when a
prospectus is required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus  included in such  registration
statement, as then in effect, includes 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, in light of the circumstances under which they were
made,  not  misleading,  and (ii) of any request by the  Commission or any other
regulatory  body  or  other  body  having  jurisdiction  for  any  amendment  or
supplement  to any  registration  statement or other  document  relating to such
offering, and in either such case, at the request of the Selling Holders prepare
and furnish to the Selling Holders a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading;

    (f) use its reasonable best efforts to list all such Registrable  Securities
covered  by  such  registration  on  each  securities   exchange  and  automated
interdealer quotation system on which the Common Stock is then listed;

    (g) use reasonable  efforts to assist the Holders in the marketing of Common
Stock (including using reasonable  efforts to have officers of the Issuer attend
"road shows" and analyst or investor presentations  scheduled in connection with
such registration);

    (h) furnish for delivery in  connection  with the closing of any offering of
Registrable  Securities unlegended  certificates  representing  ownership of the
Registrable  Securities being sold in such  denominations as may be requested by
the Selling Holders or the underwriters; and

    (i) use its best  efforts to register or qualify the  securities  covered by
the Shelf  Registration  under  such state  securities  or blue sky laws of such
jurisdictions  as the Holders may  reasonably  request in writing within 20 days
following the original filing of such registration statement, except that Issuer
shall not for any purpose be required to execute a general consent to service of
process  or  to  qualify  to  do  business  as  a  foreign  corporation  in  any
jurisdiction in which it is not so qualified.

    SECTION 2.6 Underwriting, Due Diligence.

    (a) If  requested  by the  underwriters  for any  underwritten  offering  of
Registrable  Securities pursuant to a registration  requested under this Article
2, the Issuer shall enter into an underwriting  agreement with such underwriters
for such  offering,  which  agreement  shall  contain such  representations  and
warranties by the Issuer and such other terms and provisions as are  customarily
contained in underwriting  agreements  with respect to secondary  distributions,
including,  without  limitation,  indemnification  and  contribution  provisions
substantially  to the

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effect and to the extent  provided  in Section  2.7,  and  agreements  as to the
provision of opinions of counsel and  accountants'  letters to the effect and to
the extent provided in Section 2.5(d).  Such  underwriting  agreement shall also
contain such  representations  and  warranties by such Selling  Holders and such
other  terms  and  provisions  as  are  customarily  contained  in  underwriting
agreements  with  respect  to  secondary   distributions,   including,   without
limitation,  indemnification  and contribution  provisions  substantially to the
effect and to the extent provided in Section 2.7.

    (b) In  connection  with the  preparation  and  filing of each  registration
statement registering  Registrable  Securities under the Securities Act pursuant
to this  Article 2, the Issuer  shall give the  representative  of the Holder or
Holders  of a  majority  in  interest  of such  Registrable  Securities  and the
underwriters, if any, and their respective counsel and accountants (the identity
and  number  of  whom  shall  be  reasonably  acceptable  to the  Issuer),  such
reasonable  and customary  access to its books,  records and properties and such
opportunities  to discuss  the  business  and  affairs  of the  Issuer  with its
officers and the  independent  public  accounts who have certified the financial
statements of the Issuer as  necessary,  in the opinion of such Holders and such
underwriters or their respective counsel, to conduct a reasonable  investigation
within the meaning of the Securities Act;  provided that the foregoing shall not
require  the  Issuer to  provide  access  to (or  copies  of) any  competitively
sensitive  information  relating  to the  Issuer  or its  subsidiaries  or their
respective   businesses;   provided   further  that  (i)  each  Holder  and  the
underwriters  and their  respective  counsel and accountants  shall have entered
into a confidentiality  agreement  reasonably  acceptable to the Issuer and (ii)
the Holders and the underwriters  and their  respective  counsel and accountants
shall use their  reasonable  best  efforts to  minimize  the  disruption  to the
Issuer's  business and coordinate any such  investigation of the books,  records
and properties of the Issuer and any such discussions with the Issuer's officers
and accountants so that all such  investigations  occur at the same time and all
such discussions occur at the same time.

    SECTION 2.7 Indemnification and Contribution.

    (a) The Issuer agrees to indemnify and hold harmless each Selling Holder and
its affiliates and officers, directors,  employees,  advisors,  representatives,
agents and each  Person,  if any, who controls  such Selling  Holder  within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from  and  against  any and all  losses,  claims,  damages  and  liabilities
(including,  without limitation, any legal or other expenses reasonably incurred
in connection with, defending or investigating any such action or claim) insofar
as such  losses,  claims,  damages  or  liabilities  are  caused  by any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement or any amendment thereof, any preliminary  prospectus or
prospectus  (as  amended  or  supplemented  if  the  Issuer  has  furnished  any
amendments or supplements  thereto) relating to the Registrable  Securities,  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.  The  Issuer  also  agrees  to  indemnify  any  underwriter  of  the
Registrable  Securities  so offered and each Person,  if any, who controls  such
underwriter on substantially  the same basis as that of the  indemnification  by
the Issuer of the Selling Holders provided in this Section 2.7(a).

    (b) Each Selling Holder agrees to indemnify and hold harmless the Issuer and
its affiliates and officers, directors,  employees,  advisors,  representatives,
agents and each Person,  if

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any who  controls  the  Issuer  within the  meaning of either  Section 15 of the
Securities  Act or Section 20 of the Exchange  Act, from and against any and all
losses, claims, damages,  liabilities (including,  without limitation, any legal
or  other  expenses   reasonably   incurred  in  connection  with  defending  or
investigating any such action or claim) insofar as such losses,  claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement of
a  material  fact  contained  in any  registration  statement  or any  amendment
thereof, any preliminary prospectus or prospectus (as amended or supplemented if
the Issuer has furnished any amendments or supplements  thereto) relating to the
Registrable  Securities,  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,  but only with  reference  to  information
furnished  in writing by such  Selling  Holder (or any  representative  thereof)
expressly  for use in a  registration  statement,  any  preliminary  prospectus,
prospectus or any  amendments or supplements  thereto.  Each Selling Holder also
agrees to indemnify any underwriter of the Registrable Securities so offered and
each Person,  if any, who controls such  underwriter on  substantially  the same
basis  as that of the  indemnification  by such  Selling  Holder  of the  Issuer
provided in this  Section  2.7(b).  Notwithstanding  anything  contained in this
Agreement,  in no event shall any Selling  Holder's  indemnification  obligation
under this Section 2.7(b) exceed the net proceeds from the offering  received by
such Selling Holder.

    (c) Each party indemnified under paragraph (a) or (b) above shall,  promptly
after receipt of notice of a claim or action against such  indemnified  party in
respect of which  indemnity  may be sought  hereunder,  notify the  indemnifying
party in writing of the claim or action; provided that the failure to notify the
indemnifying  party shall not relieve it from any liability  that it may have to
an  indemnified  party  on  account  of the  indemnity  agreement  contained  in
paragraph (a) or (b) above except to the extent that the indemnifying  party was
actually prejudiced by such failure,  and in no event shall such failure relieve
the  indemnifying  party  from  any  other  liability  that it may  have to such
indemnified party. If any such claim or action is brought against an indemnified
party, and it has notified the indemnifying  party thereof,  unless based on the
written advice of counsel to such indemnified  party that a conflict of interest
between such indemnified party and indemnifying  parties may exist in respect of
such claim,  the  indemnifying  party shall be entitled to participate  therein,
and, to the extent that it wishes,  jointly  with any other  similarly  notified
indemnifying  party,  to assume  the  defense  thereof.  After  notice  from the
indemnifying  party to the  indemnified  party of its  election  to  assume  the
defense of such claim or action,  the indemnifying  party shall not be liable to
the  indemnified  party under this  Section 2.7 for any legal or other  expenses
subsequently  incurred by the  indemnified  party in connection with the defense
thereof.  Any indemnifying party against whom indemnity may be sought under this
Section  2.7  shall  not be liable to  indemnify  an  indemnified  party if such
indemnified  party  settles  such  claim or action  without  the  consent of the
indemnifying  party. The  indemnifying  party may not agree to any settlement of
any such claim or action  (other than solely for monetary  damages for which the
indemnifying  party  shall be  responsible  hereunder,  the  result of which any
remedy or relief shall be applied to or against the  indemnified  party) without
the prior written consent of the indemnified  party,  which consent shall not be
unreasonably  withheld,  unless such  settlement  (i) includes an  unconditional
release  of such  indemnified  party  from,  and holds  such  indemnified  party
harmless  against,  all  liability  arising out of such claim or action and (ii)
does not include a statement as to or an admission  of fault,  culpability  or a
failure to act, by or on behalf of an indemnified party. In any action hereunder
as to which  the  indemnifying  party  has  assumed  the  defense  thereof,  the
indemnified  party shall  continue to be entitled to  participate in the defense
thereof, with counsel of its own choice, but


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the  indemnifying  party  shall not be  obligated  hereunder  to  reimburse  the
indemnified party for the costs thereof.

    (d) If the  indemnification  provided  for in  this  Section  2.7 is for any
reason  unavailable  (other than in accordance with its terms) to an indemnified
party in respect  of any loss,  liability,  cost,  claim or damage  referred  to
therein,  then each  indemnifying  party  shall,  in lieu of  indemnifying  such
indemnified party,  contribute to the amount paid or payable by such indemnified
party as a result  of such  loss,  liability,  cost,  claim  or  damage  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 Issuer on the one hand and the Selling
Holders on the other hand 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 Issuer or a Selling  Holder and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The amount paid or payable by an indemnified  party as a
result of the loss,  cost,  claim,  damage or  liability,  or action in  respect
thereof, referred to above in this paragraph (d) shall be deemed to include, for
purposes of this paragraph (d), any legal or other expenses  reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim.  The Issuer and the Selling  Holders agree that it would not be
just and equitable if contribution  pursuant to this Section 2.7 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 this paragraph. No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation.

    (e) The  obligations,  of the  parties  under this  Section  2.7 shall be in
addition to any liability that any party may otherwise have to any other party.

    SECTION 2.8  Reporting  Requirements.  With a view to making  available  the
benefits of certain rules and regulations of the SEC that may at any time permit
the sale of the shares of the Common Stock to the public without registration or
a registration on SEC Form S-3, the Issuer agrees to:

    (a)  make  and  keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Securities Act;

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

    (c) so long as any of the Holders own Registrable Securities,  to furnish to
the Holders  forthwith upon request (1) a written  statement by the Issuer as to
whether  it  complies  with the  reporting  requirements  of said Rule 144,  the
Securities  Act and Exchange Act, or whether it qualifies as a registrant  whose
securities may be resold pursuant to SEC Form S-3, (2) a copy of the most recent
annual or quarterly report of the Issuer and such other reports and documents so
filed  by the  Issuer,  and (3)  such  other  information  as may be  reasonably
requested  in  availing  the

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Holders of any rule or  regulation  of the SEC that would  permit the Holders to
sell the Registrable Securities without registration.

                                    ARTICLE 3

                                  MISCELLANEOUS

    SECTION  3.1  Entire  Agreement.   This  Agreement  constitutes  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

    SECTION 3.2 Assignment. This Agreement shall inure to the benefit of, and be
binding  upon,  the  successors  and  assigns  of  each of the  parties  hereto,
including,  without limitation,  in the event of any transaction in which shares
of Common Stock in the Issuer are exchanged for  securities in any other issuer,
in which case such other  issuer  shall be deemed a successor in interest to the
Issuer.

    SECTION 3.3 Amendments, Waivers, Etc. This Agreement may not be amended,
changed,  supplemented,  waived or otherwise modified or terminated, except upon
the  execution  and delivery of a written  agreement  executed by the Issuer and
Holders  representing a majority of the Registrable  Securities then held by all
Holders.

    SECTION 3.4 Notices. All notices, requests, claims, demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy,  or by
any  reputable  overnight  courier  service  providing  proof of  delivery.  All
communications  hereunder  shall be delivered to the  respective  parties at the
address or telecopy  number set forth on the signature pages hereto (unless such
contact  information  in the case of the Holders is updated  pursuant to Section
2.4(a) or by written notice from the affected Holder to the Issuer).

    SECTION 3.5 Severability.  Whenever  possible,  each provision or portion of
any  provision of this  Agreement  will be  interpreted  in such manner as to be
effective and valid under  applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or portion of any provision in such  jurisdiction,  and this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or  unenforceable  provision or portion of any  provision had never been
contained herein.

    SECTION  3.6 No Waiver.  The  failure of any party  hereto to  exercise  any
right,  power or remedy provided under this Agreement or otherwise  available in
respect  hereof at law or in equity,  or to insist upon  compliance by any other
party hereto with its obligations  hereunder,  and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise  any such or other  right,  power or remedy or to
demand such compliance.

    SECTION 3.7 No Third Party Beneficiaries.  This Agreement is not intended to
be for the benefit of, and shall not be enforceable  by, any Person who or which
is not a party hereto;

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<PAGE>

provided,  that this  Agreement is also intended to be for the benefit of and is
enforceable by each Holder.

    SECTION 3.8 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York,  without giving effect to the
principles of conflicts of law thereof.

    SECTION  3.9  Jurisdiction.  Each party  hereby  irrevocably  submits to the
exclusive  jurisdiction  of the United  States  District  Court for the Southern
District of New York or any state court sitting in the City of New York, Borough
of Manhattan in any action,  suit or proceeding  arising in connection with this
Agreement,  and agrees that any such action, suit or proceeding shall be brought
only in such courts (and waives any objection based on inconvenient forum or any
other  objection  to venue  therein);  provided,  however,  that such consent to
jurisdiction is solely for the purpose referred to in this Section 3.9 and shall
not be deemed to be a general  submission to the  jurisdiction of said courts or
in the State of New York other than for such purposes.  Each party hereto hereby
waives any right to a trial by jury in connection with any such action,  suit or
proceeding.

    SECTION 3.10 Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to  affect  the  meaning  or  interpretation  of this  Agreement.

    SECTION 3.11  Counterparts.  This Agreement may be executed in  counterpart,
each of  which  shall be  deemed  to be an  original,  but all of  which,  taken
together, shall constitute one and the same Agreement.


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<PAGE>

         IN WITNESS  WHEREOF,  the  Issuer  and the  Holders  have  caused  this
Agreement to be duly executed as of the day and year first above written.

GENERAL BEARING CORP.


By:  __________________________
     Name:
     Address:
     Facsimile No.:


HOLDERS:

_______________________________                 _______________________________
Name:                                           Name:
Address:                                        Address:



_______________________________                 _______________________________
Name:                                           Name:
Address:                                        Address:



_______________________________                 _______________________________
Name:                                           Name:
Address:                                        Address:



_______________________________                 _______________________________
Name:                                           Name:
Address:                                        Address:


_______________________________
Name:
Address:

NY/289481.1

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