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                                                                 EXHIBIT 4.2 (c)
                                                                  EXECUTION COPY

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                          REGISTRATION RIGHTS AGREEMENT


                           Dated as of March 25, 1996

                                  by and among

                                EKCO GROUP, INC.

                       THE GUARANTORS (as defined herein),

                                       and


                            BEAR, STEARNS & CO. INC.

                                       and

                                SMITH BARNEY INC.






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                  This Registration Rights Agreement (this "AGREEMENT") is made
and entered into as of March 25, 1996, by and among Ekco Group, Inc., a Delaware
corporation (the "COMPANY"), the Guarantors (as defined herein) and Bear,
Stearns & Co. Inc. ("Bear Stearns") and Smith Barney Inc. ("Smith Barney" and,
together with Bear Stearns, the "PURCHASERS"), who have agreed to purchase the
Company's 9 1/4% Senior Notes due 2006 (the "INITIAL SECURITIES") pursuant to
the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated March 20, 1996 (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Purchasers. In order to induce the Purchasers to purchase the
Initial Securities, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Purchasers set forth in
Section 2 of the Purchase Agreement.

                  The parties hereby agree as follows:

SECTION 1.  DEFINITIONS

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

                  ACT:  The Securities Act of 1933, as amended.

                  BUSINESS DAY: Any day except a Saturday, Sunday or other day
in the City of New York, or in the city of the corporate trust office of the
Trustee, on which banks are authorized to close.

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

                  BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange
Securities that are acquired by a Broker-Dealer in the Exchange Offer in
exchange for Initial Securities that such Broker-Dealer acquired for its own
account as a result of market making activities or other trading activities
(other than Initial Securities acquired directly from the Company or any of its
affiliates).


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                  CLOSING DATE:  The date hereof.

                  COMMISSION:  The Securities and Exchange Commission.
                
                  CONSUMMATE: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Securities to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company and
the Guarantors to the Trustee under the Indenture of Exchange Securities in the
same aggregate principal amount as the aggregate principal amount of Initial
Securities tendered by Holders thereof pursuant to the Exchange Offer.

                  DAMAGES PAYMENT DATE:  With respect to the Initial Securities,
each Interest Payment Date.

                  EFFECTIVENESS TARGET DATE:  As defined in Section 5.        

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

                  EXCHANGE OFFER: The registration by the Company and the
Guarantors under the Act of the Exchange Securities pursuant to the Exchange
Offer Registration Statement pursuant to which the Company and the Guarantors
shall offer the Holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted Securities for
Exchange Securities in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such exchange
offer by such Holders.

                  EXCHANGE OFFER REGISTRATION STATEMENT:  The Registration 
Statement relating to the Exchange Offer, including the related Prospectus.



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                  EXCHANGE SECURITIES: The Company's 9 1/4% Senior Notes due
2006 to be issued pursuant to the Indenture (i) in the Exchange Offer or (ii)
upon the request of any Holder of Initial Securities covered by a Shelf
Registration Statement, in exchange for such Initial Securities.

                  EXEMPT RESALES: The transactions in which the Purchasers
propose to sell the Initial Securities to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act, and to certain
"accredited investors," as such term is defined in Rule 501(a)(1), (2), (3), (5)
and (7) of Regulation D under the Act.

                  GUARANTORS: means (i) the Initial Guarantors identified in the
following sentence and (ii) any future Guarantors that become Guarantors
pursuant to the terms of the Indenture, but excluding any Person whose Guarantee
has been released pursuant to the terms of the Indenture and excluding any
Unrestricted Subsidiary (as such terms are defined in the Indenture). The
Initial Guarantors consist of: B. Via International Housewares, Inc., a Delaware
corporation, Cleaning Specialty Company, a Tennessee corporation, Ekco
Distribution of Illinois, Inc., a Delaware corporation, Ekco Housewares, Inc., a
Delaware corporation, Ekco Manufacturing of Ohio, Inc., a Delaware corporation,
Frem Corporation, a Massachusetts corporation, Kellogg Brush Manufacturing
Company, a Massachusetts corporation, Woodstream Corporation, a Pennsylvania
corporation, and Wright-Bernet Incorporated, an Ohio corporation.

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

                  INDEMNIFIED HOLDER:  As defined in Section 8(a) hereof.

                  INDENTURE: The Indenture, dated as of the Closing Date, among
the Company, the Guarantors and Fleet National Bank of Connecticut, N.A., as
trustee (the "TRUSTEE"), pursuant to which the Securities are to be issued, as
such Indenture is amended or supplemented from time to time in accordance with
the terms thereof.

                  INITIAL SECURITIES:  The Company's 9 1/4% Senior Notes due 
2006 issued pursuant to the Indenture on the Closing Date.


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

                  NASD:  National Association of Securities Dealers, Inc.

                  PERSON: An individual, partnership, corporation, limited
liability company, joint venture, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

                  PROSPECTUS: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  RECORD HOLDER: With respect to any Damages Payment Date, each
Person who is a Holder of Securities on the record date with respect to the
Interest Payment Date on which such Damages Payment Date shall occur.

                  REGISTRATION DEFAULT:  As defined in Section 5 hereof.

                  REGISTRATION STATEMENT: Any registration statement of the
Company and the Guarantors relating to (a) an offering of Exchange Securities
pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) which is filed pursuant to the provisions of this Agreement and (ii)
including the Prospectus included therein, all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

                  RESTRICTED BROKER-DEALER:  Any Broker-Dealer which holds 
Broker-Dealer Transfer Restricted Securities.

                  SECURITIES:  The Initial Securities and the Exchange 
Securities.

                  SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.


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                  TIA:  The Trust Indenture Act of 1939, as amended, as in 
effect on the date of the Indenture.

                  TRANSFER RESTRICTED SECURITIES: Each of the Initial
Securities, until the earliest to occur, with respect to a particular Security,
of (a) the date on which such Initial Security is exchanged for an Exchange
Security in the Exchange Offer, (b) the date on which such Initial Security has
been effectively registered under the Act and has been disposed of in accordance
with a Shelf Registration Statement or (c) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Act or is salable
pursuant to Rule 144(k) under the Act.

                  UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A 
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

SECTION 2.  SECURITIES SUBJECT TO THIS AGREEMENT

                  (a) TRANSFER RESTRICTED SECURITIES.  The Securities entitled 
to the benefit of this Agreement are the Transfer Restricted Securities.

                  (b) HOLDERS OF TRANSFER RESTRICTED SECURITIES. A Person is 
deemed to be a holder of Transfer Restricted Securities (each, a "HOLDER")
whenever such Person owns Transfer Restricted Securities.

SECTION 3.  REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permitted by
applicable federal law or Commission policy (after the procedures set forth in
Section 6(a)(i) below have been complied with), the Company and the Guarantors
shall (i) cause to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 30 days after the Closing Date, the
Exchange Offer Registration Statement, (ii) use their best efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
practicable time, but in no event later than 120 days after the Closing Date,
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
such


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Exchange Offer Registration Statement to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Exchange Securities to be made under the state securities or "Blue Sky" laws of
such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, except as otherwise provided in Section 6(c)(xi) below, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence the
Exchange Offer. The Exchange Offer shall be on an appropriate form permitting
registration of the Exchange Securities to be offered in exchange for the
Initial Securities that are Transfer Restricted Securities and to permit resales
of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as
contemplated by Section 3(c) below. If, after such Exchange Offer Registration
Statement initially is declared effective by the Commission, the Exchange Offer
or the issuance of Exchange Securities thereunder or the sale of Transfer
Restricted Securities pursuant thereto as contemplated by Section 3(c) below is
interfered with by any stop order, injunction or other order or requirement of
the Commission or any other governmental agency or court, such Exchange Offer
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement during the period that such stop order, injunction or other
similar order or requirement remain in effect.

                  (b) The Company and the Guarantors shall use their best
efforts to cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Securities shall be
included in the Exchange Offer Registration Statement. The Company and the
Guarantors shall use their best efforts to cause the Exchange Offer to be
Consummated on or prior to 45 days after the date on which the Exchange Offer
Registration Statement is declared effective, but in no event later than 150
days after the Closing Date.


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                  (c) The Company and the Guarantors shall include a "Plan of
Distribution" section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that any Restricted Broker-Dealer
who holds Initial Securities that are Transfer Restricted Securities and that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities, may exchange such Initial Securities
(other than Transfer Restricted Securities acquired directly from the Company
and the Guarantors) pursuant to the Exchange Offer; provided, however, such
Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act
and the rules and regulations of the Commission promulgated thereunder and must,
therefore, deliver a prospectus meeting the requirements of the Act in
connection with any resales of the Exchange Securities received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that
the Commission may require in order to permit such resales pursuant thereto, but
such "Plan of Distribution" shall not name any such Broker-Dealer or disclose
the amount of Securities held by any such Broker-Dealer except to the extent
required by the Commission as a result of a change in policy after the date of
this Agreement.

                  The Company and the Guarantors shall use their best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers, and to ensure that
such Registration Statement conforms with the requirements of this Agreement,
the Act and the policies, rules and regulations of the Commission as announced
from time to time, for a period of 180 days from the date on which the Exchange
Offer is Consummated.

                  The Company and the Guarantors shall promptly provide
sufficient copies of the latest version of such Prospectus to such Restricted
Broker-Dealers promptly


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upon request, and in no event later than two days after such request, at any
time during such 180-day period in order to facilitate such resales.

SECTION 4.  SHELF REGISTRATION

                  (a) SHELF REGISTRATION. If (i) the Company and the Guarantors
are not required to file an Exchange Offer Registration Statement or Consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law
or Commission policy (after the procedures set forth in Section 6(a)(i) below
have been complied with), (ii) any Holder of Transfer Restricted Securities
shall notify the Company in writing within 10 Business Days following the
Consummation of the Exchange Offer that (A) such Holder is prohibited by law or
Commission policy from participating in the Exchange Offer or (B) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to
the public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder (other than due solely to the status of such Holder as an
affiliate of the Company) or (C) such Holder is a Broker-Dealer and holds
Initial Securities acquired directly from the Company or one of its affiliates,
or (iii) the Exchange Offer is not Consummated or the Company and the Guarantors
determine in good faith, based on the advice of counsel, that the Commission is
unlikely to permit Consummation of the Exchange Offer within the time period set
forth in Section 3(a) (so long as, in either case, the procedures set forth in
Section 6(a) below are being or have been complied with) then the Company and
the Guarantors shall (x) cause to be filed a shelf registration statement
pursuant to Rule 415 under the Act, (which, if the Commission so allows, may be
an amendment to the Exchange Offer Registration Statement (in either event, the
"SHELF REGISTRATION STATEMENT")), on or prior to 30 days after the obligation to
file such Shelf Registration Statement arises, which Shelf Registration
Statement shall provide for resales of (I) all Transfer Restricted Securities in
the case of clause (a)(i) or (a)(iii) above and (II) all Transfer Restricted
Securities the Holders of which are prohibited from participating in the
Exchange Offer or reselling Exchange Securities under clauses (A), (B) or (C) of
clause (a)(ii) above, the Holders of which shall have provided the


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information required pursuant to Section 4(b) hereof, and (y) use their best
efforts to cause such Shelf Registration Statement to be declared effective on
or prior to 120 days after the date on which the Company becomes obligated to
file such Shelf Registration Statement. The Company and the Guarantors shall use
their best efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended as required by and subject to the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least three years (as extended pursuant to Section 6(c)(i)) after the Closing
Date, or such shorter period ending when (i) all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold in the manner set
forth and as contemplated by such Shelf Registration Statement or (ii) a
subsequent Shelf Registration Statement covering all Transfer Restricted
Securities has been declared effective by the Commission.

                  (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION
WITH THE SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such information specified in item 507 or 508 of Regulation
S-K under the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Each Holder as to which
any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading. No Holder of Transfer Restricted Securities shall be entitled to
Liquidated Damages pursuant to Section 5 hereof unless and until such Holder
shall have provided all such reasonably requested information to the Company.



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SECTION 5.  LIQUIDATED DAMAGES

                  If (i) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any such Registration Statement is not declared
effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the
Exchange Offer has not been Consummated on or prior to the date specified for
such Consummation in this Agreement or (iv) the Shelf Registration Statement is
filed and declared effective but shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded promptly by a
post-effective amendment to such Registration Statement that cures such failure
(each such event referred to in clauses (i) through (iv), a "REGISTRATION
DEFAULT"), then the Company will pay to each Holder of Transfer Restricted
Securities, for the first 90-day period immediately following the occurrence of
such Registration Default, liquidated Damages ("Liquidated Damages") in an
amount equal to one-half of one percent (0.5%) per annum of the principal amount
of the Securities constituting Transfer Restricted Securities held by such
Holder for so long as the Registration Default continues. The amount of
liquidated damages payable to each Holder of Transfer Restricted Securities
shall increase by an additional one-half of one percent (0.5%) per annum of the
principal amount of Securities constituting Transfer Restricted Securities held
by such Holder for each subsequent 90-day period up to a maximum amount of
Liquidated Damages equal to two percent (2.0%) per annum of the principal amount
of Securities constituting Transfer Restricted Securities held by such Holder,
and ceasing to accrue on the date such Registration Default has been cured by,
as applicable, the filing, declaration of effectiveness or withdrawal of
suspension of effectiveness of the applicable Registration Statement. The
obligation of the Company to pay Liquidated Damages pursuant to this Section 5
shall be fully and unconditionally guaranteed, jointly and severally, on a
senior unsecured basis by the Guarantors as set forth in Section 11.1 of the
Indenture.

                  The Company shall notify the Trustee within two Business Days
after (i) each and every Registration De-


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fault and (ii) the date the Registration Default has been so cured. Until the
Trustee and the Paying Agent have received an Officers' Certificate from the
Company to the effect that all Liquidated Damages then due have been paid in
full, the Company (in respect of any Interest Payment Date) shall pay Liquidated
Damages then due by depositing with the Trustee, in trust, for the benefit of
the affected Holders of Transfer Restricted Securities, on or before the
applicable semi-annual Interest Payment Date, immediately available funds in
sums sufficient to pay the Liquidated Damages then due and provide to the
Trustee and the Paying Agent a list of Holders entitled to Liquidated Damages
together with the amount of cash such Holder is due. The Liquidated Damages
amount due shall be payable as additional interest (from funds received pursuant
to such deposit) on each Interest Payment Date to the record holder of Transfer
Restricted Securities entitled to receive the interest payment to be made on
such date as set forth in the Indenture.

                  All obligations of the Company and the Guarantors set forth in
the preceding paragraphs that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such Security shall have been satisfied in full.

SECTION 6.  REGISTRATION PROCEDURES

                  (a)  EXCHANGE OFFER REGISTRATION STATEMENT.  In connection 
with the Exchange Offer, the Company and the Guarantors shall comply with all
applicable provisions of Section 6(c) below, shall use their best efforts to
effect such exchange to permit the sale of Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution
thereof, and shall comply with all of the following provisions:

                           (i) If, following the date hereof there has been
         published a change in Commission policy with respect to exchange offers
         such as the Exchange Offer, such that in the reasonable opinion of
         counsel to the Company and the Guarantors there is a question as to
         whether the Exchange Offer is permitted by applicable federal law or
         Commission policy, the Company and the Guarantors hereby agree to seek


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         a no-action letter or other favorable decision from the Commission
         allowing the Company and the Guarantors to Consummate an Exchange Offer
         for the Initial Securities. The Company and the Guarantors hereby agree
         to pursue the issuance of such a decision to the Commission staff
         level. In connection with the foregoing, the Company and the Guarantors
         hereby agree to take all such other actions as are requested by the
         Commission or otherwise required in connection with the issuance of
         such decision, including without limitation (A) participating in
         telephonic conferences with the Commission, (B) delivering to the
         Commission staff an analysis prepared by counsel to the Company setting
         forth the legal bases, if any, upon which such counsel has concluded
         that such an Exchange Offer should be permitted and (C) diligently
         pursuing a resolution (which need not be favorable) by the Commission
         staff of such submission.

                           (ii) As a condition to its participation in the
         Exchange Offer pursuant to the terms of this Agreement and to its
         entitlement to Liquidated Damages pursuant to Section 5 of this
         Agreement, each Holder of Transfer Restricted Securities shall furnish,
         upon the request of the Company and the Guarantors, prior to the
         Consummation of the Exchange Offer, a written representation to the
         Company and the Guarantors (which may be contained in the letter of
         transmittal contemplated by the Exchange Offer Registration Statement)
         to the effect that (A) it is not an affiliate of the Company or any
         Guarantor, (B) it is not engaged in, and does not intend to engage in,
         and has no arrangement or understanding with any person to participate
         in, a distribution of the Exchange Securities to be issued in the
         Exchange Offer, and (C) it is acquiring the Exchange Securities in its
         ordinary course of business. Each Holder hereby acknowledges and agrees
         that any Broker-Dealer and any such Holder intending to use the
         Exchange Offer to participate in a distribution of the securities to be
         acquired in the Exchange Offer (1) could not under Commission policy as
         in effect on the date of this Agreement rely on the position of the
         Commission enunciated in MORGAN STANLEY AND CO., INC. (available June
         5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13,
         1988), as


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         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (including, if applicable,
         any no-action letter obtained pursuant to clause (i) above), and (2)
         must comply with the registration and prospectus delivery requirements
         of the Act in connection with a secondary resale transaction and that
         such a secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Securities obtained by such Holder
         in exchange for Initial Securities acquired by such Holder directly
         from the Company or an affiliate thereof.

                           (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Company and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in EXXON CAPITAL HOLDINGS
         CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
         (available June 5, 1991) and, if applicable, any no-action letter
         obtained pursuant to clause (i) above, (B) including a representation
         that neither the Company nor the Guarantors have entered into any
         arrangement or understanding with any Person to distribute the Exchange
         Securities to be received in the Exchange Offer and that, to the best
         of each of the Company's and the Guarantors' information and belief,
         each Holder participating in the Exchange Offer is acquiring the
         Exchange Securities in its ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the Exchange Securities received in the Exchange Offer
         and (C) including any other undertaking or representation required by
         the Commission as set forth in any no-action letter pursuant to clause
         (i) above.

                  (b) SHELF REGISTRATION STATEMENT.  In connection with the 
Shelf Registration Statement, the Company and the Guarantors shall comply with
all the provisions of Section 6(c) below and shall use their best efforts to
effect such registration to permit the sale of the Trans-


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fer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to
the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company
and the Guarantors will prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities
in accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof.

                  (c) GENERAL PROVISIONS. In connection with any Registration
Statement and any related Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted Securities (including, without limitation,
any Exchange Offer Registration Statement and the related Prospectus, to the
extent that the same are required to be available to permit sales of
Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers), the
Company and the Guarantors shall:

                           (i) use their best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable; upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain a material misstatement or omission or (B) not
         to be effective and usable for resale of Transfer Restricted Securities
         during the period required by this Agreement, the Company and the
         Guarantors shall file promptly an appropriate amendment to such
         Registration Statement, (1) in the case of clause (A), correcting any
         such misstatement or omission, and (2) in the case of either clause (A)
         or (B), use their best efforts to cause such amendment to be declared
         effective and such Registration Statement and the related Prospectus to
         become usable for their intended purpose(s) as soon as practicable
         thereafter. Notwithstanding the foregoing, if (A) the Board of
         Directors of the Company determines in good faith that it is in the
         best interests of the Company not to disclose the existence of or facts
         surrounding any proposed or pending material corporate


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         transaction involving the Company or any of the Guarantors and (B) the
         Company notifies the Holders within two Business Days after the Board
         of Directors makes such determination, the Company and the Guarantors
         may allow the Shelf Registration Statement to fail to be effective and
         usable as a result of such nondisclosure for up to 60 days during the
         three year period of effectiveness required by Section 4 hereof, but in
         no event for any period in excess of 30 consecutive days; provided,
         however, that the three year period referred to in Section 4 hereof
         during which the Shelf Registration Statement is required to be
         effective and usable shall be extended by the number of days during
         which such registration statement was not effective or usable pursuant
         to the foregoing provisions;

                           (ii) prepare and file with the Commission such
         amendments and post-effective amendments to the Registration Statement
         as may be necessary to keep the Registration Statement effective for
         the applicable period set forth in Section 3 or 4 hereof, or such
         shorter period as will terminate when all Transfer Restricted
         Securities covered by such Registration Statement have been, as
         applicable, exchanged or sold; cause the Prospectus to be supplemented
         by any required Prospectus supplement, and as so supplemented to be
         filed pursuant to Rule 424 under the Act, and to comply fully with
         Rules 424 and 430A, as applicable, under the Act in a timely manner;
         and comply with the provisions of the Act with respect to the
         disposition of all securities covered by such Registration Statement
         during the applicable period in accordance with the intended method or
         methods of distribution by the sellers thereof set forth in such
         Registration Statement or supplement to the Prospectus;

                           (iii) advise the underwriter(s), if any, and selling
         Holders promptly and, if requested by such Persons, confirm such advice
         in writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or


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         amendments or supplements to the Prospectus or for additional
         information relating thereto, (C) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement under the Act or of the suspension by any state securities
         commission of the qualification of the Transfer Restricted Securities
         for offering or sale in any jurisdiction, or the initiation of any
         proceeding for any of the preceding purposes, (D) of the existence of
         any fact or the happening of any event that makes any statement of a
         material fact made in the Registration Statement, the Prospectus, any
         amendment or supplement thereto or any document incorporated by
         reference therein untrue, or that requires the making of any additions
         to or changes in the Registration Statement in order to make the
         statements therein not misleading, or that requires the making of any
         additions to or changes in the Prospectus in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading or (E) of the Company's or any Guarantors'
         determination that, based on the advice of counsel, a post-effective
         amendment to a Registration Statement would be appropriate. If at any
         time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities under state securities or "Blue Sky"
         laws, the Company and the Guarantors shall use their best efforts to
         obtain the withdrawal or lifting of such order at the earliest possible
         time;

                           (iv) furnish to the Purchasers, each selling Holder
         named in any Registration Statement or Prospectus and each of the
         underwriter(s) in connection with such sale, if any, before filing with
         the Commission, copies of any Registration Statement or any Prospectus
         included therein or any amendments or supplements to any such
         Registration Statement or Prospectus (including all documents
         incorporated by reference after the initial filing of such Registration
         Statement), which documents will be subject to the review and comment
         of such Holders and underwriter(s) in connection with such


                                       17

<PAGE>   18

         sale, if any, for a period of at least five Business Days, and none of
         the Company nor the Guarantors will file any such Registration
         Statement or Prospectus or any amendment or supplement to any such
         Registration Statement or Prospectus (including all such documents
         incorporated by reference) to which the selling Holders of the Transfer
         Restricted Securities covered by such Registration Statement or the
         underwriter(s) in connection with such sale, if any, shall reasonably
         object within five Business Days after the written receipt thereof. A
         selling Holder or underwriter, if any, shall be deemed to have
         reasonably objected to such filing if such Registration Statement,
         amendment, Prospectus or supplement, as applicable, as proposed to be
         filed, contains a material misstatement or omission or fails to comply
         with the applicable requirements of the Act;

                           (v) promptly prior to the filing of any document that
         is to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to the selling Holders and
         to the underwriter(s) in connection with such sale, if any, make the
         Company's representatives available for discussion of such document and
         other customary due diligence matters, and include such information in
         such document prior to the filing thereof as such selling Holders or
         underwriter(s), if any, reasonably request;

                           (vi) subject to the execution of confidentiality
         agreements that are reasonably satisfactory to the Company as to the
         disclosure of any non-public information obtained pursuant to this
         Section 6(c)(vi), make available at reasonable times for inspection by
         the selling Holders, any underwriter participating in any disposition
         pursuant to such Registration Statement and any attorney or accountant
         retained by such selling Holders or any of such underwriter(s), all
         financial and other records, pertinent corporate documents and
         properties of the Company and the Guarantors and cause the Company's
         and the Guarantors' officers, directors and employees to supply all
         information reasonably requested by any such Holder, underwriter,
         attorney or accountant in connection with such Registration Statement
         or any post-effective amendment thereto subsequent


                                       18

<PAGE>   19

         to the filing thereof and prior to its effectiveness;

                           (vii) if requested by any selling Holders or the
         underwriter(s) in connection with such sale, if any, promptly include
         in any Registration Statement or Prospectus, pursuant to a supplement
         or post-effective amendment if necessary, such information as such
         selling Holders and underwriter(s), if any, may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities, information with respect to the principal amount of
         Transfer Restricted Securities being sold to such underwriter(s), the
         purchase price being paid therefor and any other terms of the offering
         of the Transfer Restricted Securities to be sold in such offering; and
         make all required filings of such Prospectus supplement or
         post-effective amendment as soon as practicable after the Company or
         the Guarantors are notified of the matters to be included in such
         Prospectus supplement or post-effective amendment;

                           (viii) furnish to each selling Holder named in any
         Registration Statement or Prospectus and each of the underwriter(s) in
         connection with such sale, if any, without charge, at least one copy of
         the Registration Statement, as first filed with the Commission, and of
         each amendment thereto, including all documents incorporated by
         reference therein and all exhibits (including exhibits incorporated
         therein by reference);

                           (ix) deliver to each selling Holder named in any
         Registration Statement or Prospectus and each of the underwriter(s) in
         connection with such sale, if any, without charge, as many copies of
         the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Company and the Guarantors hereby consent to the use (in accordance
         with law) of the Prospectus and any amendment or supplement thereto by
         each of the selling Holders and each of the underwriter(s), if any, in
         connection with the offering and the sale of the Transfer Restricted


                                       19

<PAGE>   20

         Securities covered by the Prospectus or any amendment or supplement 
         thereto;

                           (x) enter into such agreements (including an
         underwriting agreement) and make such representations and warranties
         and take all such other actions in connection therewith in order to
         expedite or facilitate the disposition of the Transfer Restricted
         Securities pursuant to any Registration Statement contemplated by this
         Agreement as may be reasonably requested by any Holder of Transfer
         Restricted Securities or underwriter in connection with any sale or
         resale pursuant to any Registration Statement contemplated by this
         Agreement, and in such connection, whether or not an underwriting
         agreement is entered into and whether or not the registration is an
         Underwritten Registration, the Company and the Guarantors shall:

                           (A) furnish to each underwriter, if any, upon the
                  effectiveness of the Shelf Registration Statement:

                                    (1) a certificate, dated the date of
                           effectiveness of the Shelf Registration Statement,
                           signed on behalf of the Company by (x) the President
                           or any Executive Vice President and (y) a principal
                           financial or accounting officer of the Company,
                           confirming, as of the date thereof, the matters set
                           forth in paragraph (d) of Section 6 of the Purchase
                           Agreement and such other similar matters as the
                           underwriter(s) may reasonably request;

                                    (2) an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, of
                           counsel for the Company and the Guarantor, covering
                           matters similar to those set forth in paragraphs (a)
                           and (b) of Section 6 of the Purchase Agreement and
                           such other matters as the underwriter(s) may
                           reasonably request, and in any event including a
                           statement to the effect that such counsel has
                           participated in conferences with officers and other
                           representatives of the Company and the Guarantors,


                                       20

<PAGE>   21

                           representatives of the independent public
                           accountants for the Company and the Guarantor and 
                           have considered the matters required to be stated 
                           therein and the statements contained therein, 
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on 
                           the basis of the foregoing (relying as to materiality
                           to a large extent upon facts provided to such counsel
                           by officers and other representatives of the
                           Company and without independent check or
                           verification), no facts came to such counsel's
                           attention that caused such counsel to believe that
                           the applicable Registration Statement, at the time
                           such Registration Statement or any post-effective
                           amendment thereto became effective, contained an
                           untrue statement of a material fact or omitted to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration Statement as of its date contained an
                           untrue statement of a material fact or omitted to
                           state a material fact necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           statements, notes and schedules and other financial
                           data included in any Registration Statement
                           contemplated by this Agreement or the related
                           Prospectus; and

                                    (3) a customary comfort letter, dated as of
                           the date of effectiveness of the Shelf Registration
                           Statement from the Company's independent public
                           accountants, in the customary form and covering
                           matters of the type customarily covered in comfort


                                       21

<PAGE>   22

                           letters to underwriters in connection with primary 
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to 
                           Section 6(e) of the Purchase Agreement, without
                           exception;

                           (B) furnish to each selling Holder named in any Shelf
                  Registration Statement or Prospectus, upon the effectiveness
                  of such Shelf Registration Statement, one copy of each of the
                  certificates, opinions and comfort letters delivered to the
                  underwriters pursuant to clauses (A)(1),(2) and (3) above;

                           (C) set forth in full or incorporate by reference in
                  the underwriting agreement in connection with any sale or
                  resale pursuant to such Shelf Registration Statement the
                  indemnification provisions and procedures of Section 8 hereof
                  with respect to all parties to be indemnified pursuant to said
                  Section; and

                           (D) deliver such other documents and certificates as
                  may be reasonably requested by the underwriter(s) to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreements entered into by the Company and any Guarantor
                  pursuant to this clause (x).

                  The above shall be done at each closing under such
         underwriting or similar agreement, as and to the extent required
         thereunder, and if at any time the representations and warranties of
         the Company contemplated in (A)(1) above cease to be true and correct,
         the Company shall so advise the underwriter(s) promptly and if
         requested by such Persons, shall confirm such advice in writing;

                           (xi) prior to any public offering of Transfer
         Restricted Securities, cooperate with the selling Holders, the
         underwriter(s), if any, and their respective counsel in connection with
         the registration and qualification of the Transfer Restricted
         Securities under the state securities or "Blue Sky" laws of such
         jurisdictions as the selling


                                       22

<PAGE>   23

         Holders or underwriter(s), if any, may request and do any and all other
         acts or things necessary or advisable to enable the disposition in such
         jurisdictions of the Transfer Restricted Securities covered by the
         applicable Registration Statement; provided that, in connection
         therewith or as a condition thereof, neither the Company nor any
         Guarantor shall be required to (i) qualify or register as a foreign
         corporation in any such jurisdiction, (ii) execute a general or limited
         consent to service of process in any such jurisdiction, (iii) make any
         undertaking with respect to the conduct of its business, (iv) subject
         itself to taxation as a foreign corporation in any such jurisdiction or
         (v) enter into any agreement with any state securities or "Blue Sky"
         commission or agency, including, without limitation, any agreement to
         escrow shares of its capital stock;

                           (xii) issue, upon the request of any Holder of
         Initial Securities covered by any Shelf Registration Statement
         contemplated by this Agreement, Exchange Securities, having an
         aggregate principal amount equal to the aggregate principal amount of
         Initial Securities surrendered to the Company by such Holder in
         exchange therefor or being sold by such Holder; such Exchange
         Securities to be registered in the name of such Holder or in the name
         of the purchaser(s) of such Securities, as the case may be; in return,
         the Initial Securities held by such Holder shall be surrendered to the
         Company for cancellation;

                           (xiii) in connection with any sale of Transfer
         Restricted Securities that will result in such securities no longer
         being Transfer Restricted Securities, cooperate with the selling
         Holders and the underwriter(s), if any, to facilitate the timely
         preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the Holders or the underwriter(s), if
         any may request at least two Business Days prior to such sale of
         Transfer Restricted Securities;



                                       23

<PAGE>   24



                           (xiv) use their best efforts to cause the disposition
         of the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to enable the seller or
         sellers thereof or the underwriter(s), if any, to consummate the
         disposition of such Transfer Restricted Securities, subject to the
         proviso contained in clause (xi) above;

                           (xv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                           (xvi) provide a CUSIP number for all Transfer
         Restricted Securities not later than the effective date of a
         Registration Statement covering such Transfer Restricted Securities and
         provide the Trustee under the Indenture with printed certificates for
         the Transfer Restricted Securities which are in a form eligible for
         deposit with the Depository Trust Company;

                           (xvii) cooperate and assist in any filings required
         to be made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD;

                           (xviii) otherwise use their best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to Holders with regard to any applicable
         Registration Statement, as soon as practicable, a consolidated earnings
         statement meeting the requirements of Rule


                                       24

<PAGE>   25

         158 under the Act (which need not be audited) covering a twelve-month
         period beginning after the effective date of the Registration Statement
         (as such term is defined in paragraph (c) of Rule 158 under the Act);

                           (xix) cause the Indenture to be qualified under the
         TIA not later than the effective date of the first Registration
         Statement required by this Agreement and, in connection therewith,
         cooperate with the Trustee and the Holders of Securities to effect such
         changes to the Indenture as may be required for such Indenture to be so
         qualified in accordance with the terms of the TIA; and execute and use
         their best efforts to cause the Trustee to execute, all documents that
         may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner; and

                           (xx) provide promptly to each Holder upon request
         each document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

                  (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition
of a Transfer Restricted Security that, upon receipt of the notice referred to
in Section 6(c)(i) or any notice from the Company and the Guarantors of the
existence of any fact of the kind described in Section 6(c)(iii) (B), (C), (D)
or (E) hereof, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the
"ADVICE") by the Company and the Guarantors that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus. If so directed by the
Company and the Guarantors, each Holder will deliver to the Company and the
Guarantors (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of


                                       25

<PAGE>   26

either such notice. In the event the Company and the Guarantors shall give any
such notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(i) or Section 6(c)(iii)(B), (C),
(D) and (E) hereof to and including the date when each selling Holder covered by
such Registration Statement shall have received the copies of the supplemented
or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have
received the Advice.

SECTION 7.  REGISTRATION EXPENSES

                  (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company
and the Guarantors, as applicable, regardless of whether a Registration
Statement becomes effective, including without limitation: (i) all registration
and filing fees and expenses (including filings made with the NASD and counsel
fees in connection therewith); (ii) all fees and expenses of compliance with
federal securities and state securities or "Blue Sky" laws; (iii) all printing
expenses of printing (including printing certificates for the Exchange
Securities and printing of Prospectuses); (iv) all fees and disbursements of
counsel for the Company, the Guarantors, and, in accordance with Section 7(b)
below, the Holders of Transfer Restricted Securities; and (v) all fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance). Notwithstanding anything in this Section 7 to the
contrary, the Company shall not be required to pay, in the case of an
Underwritten Offering, underwriting discounts and selling commissions, which
discounts and commissions shall be borne pro rata by the Holders of Transfer
Restricted Securities.

                  The Company and each of the Guarantors will, in any event,
bear their respective internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Company and the
Guarantors.


                                     26

<PAGE>   27

                  (b) In connection with any Registration Statement required by
this Agreement, the Company and the Guarantors will reimburse the Purchasers and
the Holders of Transfer Restricted Securities the distribution of which is being
registered pursuant to the Shelf Registration Statement for the reasonable fees
and disbursements, not to exceed $25,000, of not more than one counsel chosen by
the Holders of a majority of the principal amount of such Transfer Restricted
Securities.

SECTION 8.  INDEMNIFICATION

                  (a) Each of the Company and the Guarantors, jointly and
severally agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each Holder and each Person, if any, who controls such Holder within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
of their respective directors, officers, employees and agents (any Person
referred to above being sometimes hereinafter referred to as an "INDEMNIFIED
HOLDER"), against any and all losses, liabilities, claim, damages and expenses
whatsoever (including but not limited to reasonable attorneys' fees and any and
all expenses whatsoever incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages
or expenses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus, or in any
supplement thereto or amendment thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company and the Guarantors will not be liable in any
such case to the extent, but only to the extent, that any such loss, liability,
claim, damage or expense arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein (i) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Indemnified Holder expressly for
use therein or (ii)


                                       27

<PAGE>   28

in a preliminary prospectus if (x) a copy of the Prospectus (as then amended or
supplemented) was previously furnished to the Holder but was not sent or given
by or on behalf of such Holder to the Person asserting any such loss, claim,
damage, liability or expense, if required by law so to have been delivered, at
or prior to the written confirmation of the sale of the Initial Securities and
(y) the Prospectus (as then amended or supplemented) would have completely
corrected such untrue or alleged untrue statement or omission or alleged
omission. This indemnity agreement will be in addition to any liability which
the Company may otherwise have, including, under this Agreement.

                  (b) Each of the Holders severally, and not jointly, agrees to
indemnify and hold harmless each of the Company and the Guarantors and each
Person, if any, who controls the Company or any Guarantor within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, and each of their
respective directors, officers, employees and agents, against any and all
losses, liabilities, claims, damages and expenses whatsoever (including but not
limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or otherwise, insofar as such
losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement, preliminary
prospectus or Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that any such loss, liability, claim, damage or expense arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use therein;
provided, however, that in no event shall any Holder be liable or responsible
for any amount in excess of the amount by which the total


                                       28

<PAGE>   29

amount of the proceeds received by such Holder with respect to its sale of
Initial Securities exceeds (i) the amount paid by such Holder for such Initial
Securities and (ii) the amount of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. This indemnity will be in addition to any
liability which such Holder may otherwise have, including, under this Agreement.

                  (c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent that it
has been prejudiced in any material respect by such failure or from any
liability which it may otherwise have). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel satisfactory to
such indemnified party. Notwithstanding the foregoing, the indemnified party or
parties shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel shall
have been authorized in writing by the indemnifying parties in connection with
the defense of such action, (ii) the indemnifying parties shall not have
employed counsel to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) such
indemnified party or parties shall have concluded that there may be defenses
available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expens-


                                       29

<PAGE>   30

es of counsel shall be borne by the indemnifying parties; provided, however,
that the indemnifying party under subsection (a) or (b) above, shall only be
liable for the legal expenses of one counsel for all indemnified parties in each
jurisdiction in which any claim or action is brought. Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld.

                  (d) In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 8 is for any reason held
to be unavailable from the Company, any Guarantor or any Holder or is
insufficient to hold harmless a party indemnified thereunder, the Company, the
Guarantors and each Holder shall contribute to the aggregate losses, claims,
damages, liabilities and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting in the case of
losses, claims, damages, liabilities and expenses suffered by the Company, any
contribution received by the Company from persons, other than any Indemnified
Holders, who may also be liable for contribution, including persons who control
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act) to which the Company, any Guarantor and any Holder may be subject,
in such proportion as is appropriate to reflect the relative benefits received
by (i) the Company and the Guarantors, on the one hand, from the offering of the
Initial Securities and (ii) any such Holder (and its related Indemnified
Holder), on the other hand, from its sale of Initial Securities or, if such
allocation is not permitted by applicable law or indemnification is not
available as a result of the indemnifying party not having received notice as
provided in this Section 8, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the
Company and the Guarantors, on the one hand, and such Holder, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the


                                       30

<PAGE>   31

Company and the Guarantors, on the one hand, and any Holder, on the other hand,
shall be deemed to be in the same proportion as (x) the total proceeds from the
offering of Initial Securities (net of discounts but before deducting expenses)
received by the Company and the Guarantors and (y) the total proceeds received
by such Holder upon its sale of Initial Securities which otherwise would give
rise to the indemnification obligation, respectively. The relative fault of the
Company and the Guarantors, on the one hand, and of any Holder, 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
Company, the Guarantors or such Holder or its related Indemnified Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, the Guarantors and
each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to above. Notwithstanding the provisions of this Section
8, (1) no Holder or its related Indemnified Holders shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total proceeds received by such Holder with respect to the sale of its Initial
Securities exceeds the sum of (A) the amount paid by such Holder for such
Initial Securities plus (B) the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleges omission and (2) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person, if any, who
controls any Holder within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act shall have the same rights to contribution as such Holder,
and each person, if any, who controls the Company or any Guarantor within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act shall have
the same rights to contribution as the Company or such Guarantor, subject in
each case to clauses (1) and (2) of this Section 8(d). Any party entitled to
contribution will, promptly after receipt of notice of


                                         31

<PAGE>   32

commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 8, notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 8 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its written
consent; provided, however, that such written consent was not unreasonably
withheld.

SECTION 9.  RULE 144A

                  The Company and the Guarantors hereby agree with each Holder,
for so long as any Transfer Restricted Securities remain outstanding and during
any period in which the Company is not subject to Section 13 or 15(d) of the
Securities Exchange Act, to make available, upon request of any Holder of
Transfer Restricted Securities, to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities designated by such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

SECTION 10.  UNDERWRITTEN REGISTRATIONS

                  Anything herein to the contrary notwithstanding, no Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in customary underwriting arrangements entered into in connection
therewith and (b) completes and executes all reasonable questionnaires, powers
of attorney, lock-up letters and other documents required under the terms of
such underwriting arrangements.

SECTION 11.  SELECTION OF UNDERWRITERS

                  Subject to the Company's consent, for any Underwritten
Offering, the investment banker or investment bankers and manager or managers
for any Underwritten Offering that will administer such offering will be


                                       32

<PAGE>   33

selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities included in such offering; provided, however,
that (i) the Company's consent shall not be unreasonably withheld and (ii) the
Company shall be deemed to have consented to Bear, Stearns & Co. Inc. and Smith
Barney Inc. acting as such investment bankers or managers with respect to such
Underwritten Offering. Such investment bankers and managers are referred to
herein as the "underwriters."

SECTION 12.  MISCELLANEOUS

                  (a) REMEDIES. Each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture, the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Company
and the Guarantors agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

                  (b) NO INCONSISTENT AGREEMENTS. None of the Company nor any of
the Guarantors will on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's or any of the Guarantors' securities under any agreement in effect
on the date hereof.

                  (c) ADJUSTMENTS AFFECTING THE SENIOR NOTES. Neither the
Company nor any of the Guarantors will take any action, or voluntarily permit
any change to occur, with respect to the Securities that would materially and
adversely affect the ability of the Holders to Consummate any Exchange Offer.

                  (d) AMENDMENTS AND WAIVERS.  The provisions of this Agreement 
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has


                                       33

<PAGE>   34

obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities. Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer or registered pursuant to the Shelf Registration
Statement and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
or registered pursuant to the Shelf Registration Statement may be given by the
Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities being tendered or registered, as applicable.

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

                           (i)  if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the 
         Registrar under the Indenture; and

                           (ii) if to the Company or the Guarantors:

                                Ekco Group, Inc.
                                98 Spit Brook Road
                                Nashua, New Hampshire 03062
                                Telecopier No.: (603) 888-1427
                                Attention: Chief Financial Officer

                                with a copy to:

                                Ekco Group, Inc.
                                98 Spit Brook Road
                                Nashua, New Hampshire 03062
                                Telecopier No.:  (603) 888-1427
                                Attention: General Counsel

                  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;


                                       34

<PAGE>   35

when receipt 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.

                  (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities directly from such Holder.

                  (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF. THE COMPANY AND EACH OF THE GUARANTORS
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING
IN THE BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD IN ANY SUCH NEW YORK STATE OR FEDERAL
COURT. NOTHING HEREIN SHALL BE CONSTRUED TO PREVENT OR IMPAIR THE RIGHT OF ANY
INITIAL PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER JURISDICTION.


                                       35

<PAGE>   36

                  (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.

                  (k) ENTIRE AGREEMENT. This Agreement together with the other
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.



                                       36

<PAGE>   37

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

                                             EKCO GROUP, INC.


                                             By:    /s/ John T. Haran
                                                  ----------------------------
                                                  Name:  John T. Haran
                                                  Title: Vice-President
                                                         and Treasurer

GUARANTORS:

B. VIA INTERNATIONAL                         CLEANING SPECIALTY COMPANY
  HOUSEWARES, INC.


By:   /s/ John T. Haran                       By:   /s/ John T. Haran
    ------------------------------                ----------------------------
    Name:  John T. Haran                          Name:  John T. Haran
    Title: Vice-President                         Title: Vice-President
           and Treasurer                                 and Treasurer


EKCO DISTRIBUTION                            EKCO HOUSEWARES, INC.
  OF ILLINOIS, INC.


By:   /s/ John T. Haran                      By:    /s/ John T. Haran
    ------------------------------                ----------------------------
    Name:  John T. Haran                          Name:  John T. Haran
    Title: Vice-President                         Title: Vice-President
           and Treasurer                                 and Treasurer
                                    


EKCO MANUFACTURING OF                         FREM CORPORATION
  OF OHIO, INC.


By:   /s/ John T. Haran                       By:   /s/ John T. Haran
    ------------------------------                ----------------------------
    Name:  John T. Haran                          Name:  John T. Haran
    Title: Vice-President                         Title: Vice-President
           and Treasurer                                 and Treasurer
                                         

                                      37

<PAGE>   38


KELLOGG BRUSH MANUFACTURING                   WOODSTREAM CORPORATION
  CO.


By:   /s/ John T. Haran                       By:   /s/ John T. Haran
    ------------------------------                ----------------------------
    Name:  John T. Haran                          Name:  John T. Haran
    Title: Vice-President                         Title: Vice-President
           and Treasurer                                 and Treasurer



WRIGHT-BERNET INC.


By:   /s/ John T. Haran
    ------------------------------
    Name:  John T. Haran
    Title: Vice-President
           and Treasurer



BEAR, STEARNS & CO. INC.                      SMITH BARNEY INC.



By:   /s/ J. Andrew Bugas                      By:  /s/ John B. Phillips, Jr.
    ------------------------------                ----------------------------
    Name:  J. Andrew Bugas                        Name:  John B. Phillips, Jr.
    Title: Senior Managing Director               Title: Director