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                                                                   Exhibit 10(v)


                          REGISTRATION RIGHTS AGREEMENT

           REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of July 27,
1998 by and among CML Group, Inc., a Delaware corporation (the "Company"), and
each Holder (as hereinafter defined) executing a signature page hereto.

           This Agreement is made pursuant to those certain Stock Purchase
Agreements dated as of the date hereof by and between the Company and each of
the purchasers named therein ( the "Purchase Agreements"). In order to induce
the purchasers to enter into the Purchase Agreements, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing of the transactions contemplated by
the Purchase Agreements.

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

           SECTION 1.   DEFINITIONS.

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

           "ADVICE" has the meaning set forth in Section 4.

           "AFFILIATE" means, with respect to any specified Person, any other
Person who, directly or indirectly, controls, is controlled by, or is under
common control with such specified Person.

           "BUSINESS DAY" means any day other than a day on which banks are
authorized or required to be closed in the State of New York.

           "COMMISSION" means the Securities and Exchange Commission.

           "COMMON STOCK" means the common stock, par value $.10 per share, of
the Company.

           "COMPANY" has the meaning set forth in the preamble and shall include
the Company's successors by merger, acquisition, reorganization or otherwise.

           "CONTROLLING PERSONS" has the meaning set forth in Section 6(a).

           "DAMAGES" has the meaning set forth in Section 6(a).

           "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute, and the rules and regulations of
the Commission promulgated thereunder.


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           "HOLDER" means (i) each Person (other than the Company and its
Affiliates) who is a signatory to this Agreement and (ii) each Person (other
than the Company and its Affiliates) to whom a Holder transfers Securities if
such Person acquires such Securities as Registrable Securities.

           "HOLDERS' COUNSEL" means Goodwin, Procter & Hoar LLP, special counsel
to the Holders, or any successor counsel selected by Holders of a majority in
interest of the Registrable Securities.

           "INSPECTORS" has the meaning set forth in Section 4(m).

           "NASD" has the meaning set forth in Section 4(q).

           "Nasdaq" has the meaning set forth in Section 4(o).

           "Objection Notice" has the meaning set forth in Section 4(a).

           "Objecting Party" has the meaning set forth in Section 4(a).

           "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, limited liability company,
unincorporated organization, government or other agency or political subdivision
thereof, or any other entity of whatever nature.

           "PIGGY-BACK REGISTRATION" has the meaning set forth in Section 3(a).

           "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to the prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such prospectus.

           "PUBLIC OFFERING" means a public offering of Securities registered on
Form S-11 or Form S-3 (or any successor or equivalent forms) under the
Securities Act for the Company's own or others' account.

           "PURCHASE AGREEMENTS" means the Securities Purchase Agreements, dated
as of the date hereof, between the Company and the Holders pursuant to which the
Securities are being issued as amended, modified or supplemented from hereto
time, together with any exhibits, schedules or other attachments thereto.

           "RECORDS" has the meaning set forth in Section 4(m).



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           "REGISTRABLE SECURITIES" means the Securities; PROVIDED, HOWEVER,
that any Securities shall cease to be Registrable Securities when (i) a
Registration Statement covering such Registrable Securities has been declared
effective and such Registrable Securities have been disposed of by the holder
thereof pursuant to such effective Registration Statement, (ii) such Registrable
Securities are transferred by the holder thereof to any Person other than a
Holder pursuant to Rule 144 (or any successor rule or similar provision then in
effect, but not Rule 144A) under the Securities Act, including a sale pursuant
to the provisions of Rule 144(k), or (iii) such Securities shall have ceased to
be outstanding.

           "REGISTRATION EXPENSES" has the meaning set forth in Section 5.

           "REGISTRATION STATEMENT" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement (including any Shelf Registration Statement), and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus, all exhibits,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.

           "REQUIRED FILING DATE" has the meaning set forth in Section 2(a).

           "SECURITIES" means (I) all shares of Common Stock held by any Holder,
(ii) all shares of Common Stock issued to any Holder upon exercise of any
options, warrants or other rights to subscribe for, purchase or otherwise
acquire Common Stock and (iii) all shares of Common Stock directly or indirectly
issued or issuable in respect of the securities referred to in clauses (i) and
(ii) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation, or other
reorganization.

           "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, or any successor statute, and the rules and regulations of the
Commission promulgated thereunder.

           "SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(a).

           "SUSPENSION NOTICE" has the meaning set forth in Section 4.

           "SUSPENSION PERIOD" has the meaning set forth in Section 4.

           "TARGET EFFECTIVE DATE" means the date 60 days after the earlier of
(i) the Required Filing Date or (ii) the date on which the Shelf Registration
Statement is actually filed with the Commission.

           "TARGET EFFECTIVE PERIOD" means the period of time between the date
on which a Shelf Registration Statement is actually declared effective and the
later of (i) the date which is 24 months following the date hereof, and (ii) the
date which is three months after the date on which a Holder




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ceases to be an Affiliate of the Company, provided that the Company first
provides each Holder with an opinion of counsel to such effect.

           SECTION 2.   SHELF REGISTRATION.

           (a)   FILING; EFFECTIVENESS. As soon as practicable but not later
than the sixtieth (60th) day following the date hereof (the "Required Filing
Date"), the Company shall prepare and file with the Commission a "shelf"
registration statement (the "Shelf Registration Statement") on the appropriate
form for an offering to be made on a continuous basis pursuant to Rule 415 under
the Securities Act (or any successor rule or similar provision then in effect)
covering all of the Registrable Securities. The Company shall use its best
efforts to have the Shelf Registration Statement declared effective on or before
the Target Effective Date and to keep such Shelf Registration Statement
continuously effective for the Target Effective Period. Any Holder of
Registrable Securities shall be permitted to withdraw all or any part of the
Registrable Securities from a Shelf Registration Statement at any time prior to
the effective date of such Shelf Registration Statement.

           (b)   SUPPLEMENTS; AMENDMENTS. The Company agrees, if necessary, to
supplement or amend the Shelf Registration Statement, as required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or as
requested (which request shall result in the filing of a supplement or
amendment) by any Holder of Registrable Securities to which such Shelf
Registration Statement relates, and the Company agrees to furnish to the
Holders, Holders' Counsel and any managing underwriter copies of any such
supplement or amendment prior to its being used and/or filed with the
Commission.

           (c)   LIQUIDATED DAMAGES. If the Shelf Registration Statement is not
filed on or before the Required Filing Date, the company shall pay liquidated
damages to each Holder in an amount equal to $8,300 beginning on the Required
Filing Date. If the Shelf Registration Statement is filed, but has not become
effective on or before the Target Effective Date, the Company shall pay
liquidated damages to each Holder in an amount equal to $8,300 beginning on the
Target Effective Date. The liquidated damages payable by the Company to the
Holders as a result of a late filing or a late declaration of effectiveness
shall increase to $16,600 one month after the Required Filing Date or the Target
Effective Date, as the case may be, and shall thereafter increase to $24,900 at
the end of each subsequent one month period for so long as the Shelf
Registration Statement is not filed or is not declared effective. If a stop
order is imposed or if for any other reason the effectiveness of the Shelf
Registration Statement is suspended during the Target Effective Period, then the
Company shall pay liquidated damages to each Holder of the Registrable
Securities in an amount equal to $8,300 beginning on the date of such stop order
or other suspension of effectiveness. The liquidated damages payable by the
Company to the Holders as a result of the imposition of a stop order or such
other suspension of the effectiveness of the Shelf Registration Statement during
the Target Effective Period shall increase to $16,600 one month after the stop
order was imposed or the effectiveness of the Shelf Registration Statement was
otherwise suspended and shall thereafter increase to $24,900 at the end of each
subsequent




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one month period for so long as such stop order remains in effect or the
effectiveness of the Shelf Registration Statement continues to be suspended. For
purposes of the two preceding sentences, the Holders will not be entitled to
receive liquidated damages under this Agreement during a Suspension Period (as
hereinafter defined) except to the extent permitted by Section 4 of this
Agreement. The Registrable Securities with respect to which liquidated damages
shall accrue and be payable in accordance with this Section 2(c) shall be those
Registrable Securities held by the Holders which are included or proposed to be
included in the Shelf Registration Statement.

           The liquidated damages payable by the Company to the Holders pursuant
to this Section 2(c) shall be deemed to commence accruing on the day on which
the event triggering such liquidated damages occurs. Such liquidated damages
shall cease to accrue (i) with respect to the liquidated damages payable as a
result of the Company's failure to file the Shelf Registration Statement on or
prior to the Required Filing Date, on the day after the Shelf Registration
Statement is filed, (ii) with respect to the liquidated damages payable as a
result of the Company's failure to have the Shelf Registration Statement
declared effective on or prior to the Target Effective Date, on the day after
the Shelf Registration Statement is declared effective, or (iii) with respect to
the liquidated damages payable as a result of the imposition of a stop order or
the suspension for any other reason of the effectiveness of the Shelf
Registration Statement, on the day after the stop order is withdrawn or the
effectiveness of the Shelf Registration Statement is otherwise reinstated.

           The parties hereto agree that the liquidated damages provided for in
this Section 2 constitute a reasonable estimate as of the date hereof of the
damages that will be suffered by Holders of Registrable Securities by reason of
the failure of the Shelf Registration Statement to be filed, to be declared
effective and/or to remain effective, as the case may be, in accordance with
this Agreement. However, the right of the Holders to be paid the liquidated
damages provided for in this Section 2(c) is not intended to be and shall not be
construed or deemed to be an exclusive remedy, it being understood that the
Holders shall have the full right to pursue all available remedies at law or in
equity for any breach by the Company of any of its obligations under this
Agreement.

           (d)   EFFECTIVE REGISTRATION. A registration will not be deemed to
have been effected as a Shelf Registration Statement unless the Shelf
Registration Statement with respect thereto has been declared effective by the
Commission and the Company has complied in all material respects with its
obligations under this Agreement with respect thereto; PROVIDED, HOWEVER, that
if after the Shelf Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to such Shelf Registration Statement
is interfered with by any stop order, injunction or other order or requirement
of the Commission or any other governmental agency or court, such Shelf
Registration Statement will be deemed not to have become effective during the
period of such interference (and liquidated damages shall accrue and be payable
under Section 2(c)) until the offering of Registrable Securities pursuant to
such Shelf Registration Statement may legally resume. If a registration
requested pursuant to this Section 2 is deemed not to have been effected, then
the Company shall continue to be obligated to effect a registration pursuant to
this Section 2.




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           (e)   SELECTION OF UNDERWRITER. If the Holders so elect, the offering
of Registrable Securities pursuant to a Shelf Registration Statement shall be in
the form of an underwritten offering. If they so elect, the Holders
participating in such Shelf Registration Statement shall select one or more
nationally recognized firms of investment bankers to act as the book-running
managing underwriter or underwriters in connection with such offering and shall
select any additional investment bankers and managers to be used in connection
with the offering; PROVIDED, HOWEVER, that such selection shall be subject to
the consent of the Company, which consent shall not be unreasonably withheld.

           SECTION 3.   PIGGY-BACK REGISTRATION.

           (a)   REQUEST FOR REGISTRATION. Each time the Company proposes to
file a registration statement under the Securities Act with respect to an
offering by the Company for its own account or for the account of any of its
securityholders of any class of equity security (other than (i) a registration
statement on form S-4 or S-8 (or any substitute form that is adopted by the
Commission) or (ii) a registration statement filed in connection with an
exchange offer or the offering of securities solely to the Company's existing
securityholders), then the Company shall give written notice of such proposed
filing to each Holder of Registrable Securities as soon as practicable (but in
no event less than 30 days before the anticipated filing date), and such notice
shall offer such Holder the opportunity to register such number of shares of
Registrable Securities as each such Holder may request (which request must be
made in writing and shall specify the Registrable Securities intended to be
disposed of by such Holder and the intended method of distribution thereof) (a
"Piggy-Back Registration"). The Company shall permit, or, if the offering
relating to a Piggy-Back Registration is an underwritten offering, shall use its
best efforts to cause the managing underwriter or underwriters of such proposed
underwritten offering to permit, the Registrable Securities requested to be
included in such Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company or any other securityholder
included therein and shall permit, or use its best efforts to cause such
managing underwriter or underwriters to permit, the sale or other disposition of
such Registrable Securities in accordance with such Holder's intended method of
distribution thereof. Any Holder shall have the right to withdraw its request
for inclusion of its Registrable Securities in any registration statement
pursuant to this Section 3 by giving written notice to the Company of such
withdrawal. The Company may withdraw a Piggy-Back Registration at any time prior
to the time it becomes effective, provided that the Company shall give immediate
notice of such withdrawal to the Holders who requested Registrable Securities to
be included in such Piggy-Back Registration and shall reimburse such Holders for
all reasonable out-of-pocket expenses (including counsel fees and expenses)
incurred prior to such withdrawal.

           (b)   REDUCTION OF OFFERING. In connection with an underwritten
offering where Holders have requested a Piggy-Back Registration pursuant to
Section 3(a), the company shall use its best efforts to cause all Registrable
Securities requested to be included in such Piggy-Back Registration to be
included as provided in Section 3(a). If the managing underwriter or
underwriters of any such Piggy-Back Registration which is an underwritten
offering have informed, in writing, the Holders requesting inclusion of
Registrable Securities in such offering




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that it is their opinion that the total number of shares which the Company,
Holders of Registrable Securities and any other Persons participating in such
registration intend to include in such offering is such as to materially and
adversely affect the success of such offering, then the number of shares to be
offered for the account of all Persons (other than the Holders) participating in
such Piggy-Back Registration shall be reduced or limited (to zero if necessary)
PRO RATA in proportion to the respective number of shares requested to be
included in such offering by such Persons to the extent necessary to reduce the
total number of shares requested to be included in such offering to the number
of shares, if any, recommended by such managing underwriter or underwriters.

           Although the specific shares of Common Stock disposed of pursuant to
a Piggy-Back Registration will cease to be Registrable Securities, the mere
registration of Registrable Securities under this Section 3 shall not relieve
the Company of its obligation to effect or maintain a Shelf Registration
Statement pursuant to Section 2. No failure by the Holders to elect a Piggy-Back
Registration under this Section 3 or to complete the sale of Registrable
Securities pursuant to the registration statement effected in connection
therewith, and no withdrawal of Registrable Securities from a Piggy-Back
Registration, shall relieve the Company of any other obligation under this
Agreement, including without limitation, the Company's obligations under
Sections 5 and 6.

           SECTION 4.   REGISTRATION PROCEDURES.

           In connection with the obligations of the Company to effect or cause
the registration of any Registrable Securities pursuant to the terms and
conditions of this Agreement, the Company shall use its best efforts to effect
the registration and sale of such Registrable Securities in accordance with the
intended method of distribution thereof as quickly as practicable, and in
connection therewith:

                 (a)   The Company shall prepare and file with the Commission a
           Registration Statement on the appropriate form under the Securities
           Act, which Registration Statement shall comply as to form in all
           material respects with the requirements of the applicable form and
           include all financial statements required by the Commission to be
           filed therewith, and use its best efforts to cause such Registration
           Statement to become effective and remain effective in accordance with
           the provisions of this Agreement; PROVIDED, HOWEVER, that, at least
           ten Business Days prior to filing a Registration Statement or
           Prospectus or any amendments or supplements thereto, including
           documents incorporated by reference after the initial filing of the
           Registration Statement, the Company shall furnish to the Holders of
           the Registrable Securities covered by such Registration Statement,
           Holders' Counsel and the underwriters, if any, draft copies of all
           such documents proposed to be filed, which documents will be subject
           to the review of Holders' Counsel and the underwriters, if any, and
           the Company will not, unless required by law or this Agreement, file
           any Registration Statement or amendment thereto or any Prospectus or
           any supplement thereto to which Holders holding a majority in
           interest of the Registrable Securities covered by such Registration
           Statement or the underwriters with respect to such Securities, if
           any, shall object; PROVIDED, HOWEVER, that any such objection to the
           filing of any Registration Statement or amendment thereto or any
           Prospectus or supplement thereto shall be made by




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           written notice (the "OBJECTION NOTICE") delivered to the Company no
           later than ten Business Days after the party or parties asserting
           such objection (the "OBJECTING PARTY") receives draft copies of the
           documents that the Company proposes to file. The Objection Notice
           shall set forth the objections and the specific areas in the draft
           documents where such objections arise. The Company shall have five
           Business Days after receipt of the Objection Notice to correct such
           deficiencies to the satisfaction of the Objecting Party, and will
           notify each Holder of any stop order issued or threatened by the
           Commission in connection therewith and shall use its best efforts to
           prevent the entry of such stop order or, if entered, to have such
           stop order withdrawn at the earliest possible moment.

                 (b)   The Company shall promptly prepare and file with the
           Commission such amendments and post-effective amendments to the
           Registration Statement as may be necessary to keep such Registration
           Statement effective for as long as the Company is required to keep
           such Registration Statement effective pursuant to the terms hereof;
           shall cause the Prospectus to be supplemented by any required
           Prospectus supplement, and, as so supplemented, to be filed pursuant
           to Rule 424 under the Securities Act; and shall comply with the
           provisions of the Securities Act applicable to it with respect to the
           disposition of all Registrable Securities covered by such
           Registration Statement during the applicable period in accordance
           with the intended methods of disposition by the Holders set forth in
           such Registration Statement or amendment thereto or such Prospectus
           or supplement thereto;

                 (c)   The Company shall promptly furnish to any Holder and the
           underwriters, if any, without charge, such number of conformed copies
           of such Registration Statement and any post-effective amendment
           thereto and such number of copies of the Prospectus (including each
           preliminary Prospectus) and any amendments or supplements thereto,
           any documents incorporated by reference therein and such other
           documents as any such Holder or underwriter may request in order to
           facilitate the public sale or other disposition of the Registrable
           Securities being sold by such Holder.

                 (d)   The Company shall, on or prior to the date on which a
           Registration Statement is declared effective, (i) use its best
           efforts to register or qualify the Registrable Securities covered by
           such Registration Statement under the securities or "blue sky" laws
           of each of the 50 states of the United States (or such jurisdictions
           as any Holder, Holders' counsel or underwriter may request) or obtain
           appropriate exemptions therefrom; (ii) do any and all other acts and
           things which may be necessary or advisable to enable the Holders of
           Registrable Securities included in such Registration Statement to
           consummate the disposition of such Registrable Securities in
           accordance with their intended method of distribution thereof;
           (iii)use its best efforts to keep each such state securities or "blue
           sky" registration or qualification (or exemption therefrom) effective
           during the period in which the Company is required to keep the
           Registration Statement effective; and (iv) do any and all other acts
           or things which may be necessary or advisable to enable the Holders
           of Registrable Securities included in such Registration Statement to
           complete the disposition in such jurisdictions of such Registrable
           Securities in accordance with their intended




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           method of distribution thereof; PROVIDED, HOWEVER, that the Company
           shall not be required (A) to qualify to do business in any
           jurisdiction where it would not otherwise be required to so qualify
           but for this Section 4(d) or (B) to file any general consent to
           service of process.

                 (e)   The Company shall use its best efforts to cause the
           Registrable Securities covered by a Registration Statement to be
           registered with or approved by such other governmental agencies or
           authorities as may be necessary by virtue of the business and
           operations of the Company to enable the Holders to consummate the
           disposition of such Registrable Securities in accordance with their
           intended method of distribution thereof.

                 (f)   The Company shall promptly notify each Holder, Holders'
           Counsel and any underwriter and (if requested by any such Person)
           confirm such notice in writing, (i) when a Registration Statement or
           a Prospectus or any post-effective amendment or any Prospectus
           supplement has been filed and, with respect to a Registration
           Statement or any post-effective amendment, when the same has become
           effective, (ii) of any request by the Commission or any state
           securities authority for amendments and supplements to a Registration
           Statement and Prospectus or for additional information after the
           Registration Statement has become effective, (iii) of the issuance by
           the Commission of any stop order suspending the effectiveness of a
           Registration Statement or the initiation or threatening of any
           proceedings for that purpose, (iv) of the issuance by any state
           securities commission or other regulatory authority of any order
           suspending the registration or qualification or exemption from
           registration or qualification of any of the Registrable Securities
           under state securities or "blue sky" laws or the initiation of any
           proceedings for that purpose, (v) if, between the effective date of a
           Registration Statement and the closing of any sale of Registrable
           Securities covered thereby, the representations and warranties of the
           Company contained in any underwriting agreement, securities sales
           agreement or other similar agreement, if any, relating to the
           offering of such Registrable Securities cease to be true and correct
           in all material respects, and (vi) of the happening of any event
           which makes any statement of a material fact made in a Registration
           Statement or related Prospectus untrue or which requires the making
           of any changes in such Registration Statement or Prospectus so that
           such Registration Statement or prospectus will not contain any untrue
           statement of a material fact or omit 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, as promptly as practicable thereafter, prepare
           and file an amendment to such Registration Statement with the
           Commission and furnish to the Holders and any underwriter a
           supplement or amendment to such Prospectus so that, as thereafter
           deliverable to the purchasers of such Registrable Securities, such
           Prospectus will not contain any untrue statement of a material fact
           or omit to state a material fact necessary to make the statements
           therein, in light of the circumstances under which they were made,
           not misleading.

                 (g)   The Company shall make generally available to the Holders
           an earnings statement satisfying the provisions of Section 11(a) of
           the Securities Act no later than 30




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           days after the end of the 12-month period beginning with the first
           day of the Company's first fiscal quarter commencing after the
           effective date of a Registration Statement, which earnings statement
           shall cover said 12-month period, and which requirement will be
           deemed to be satisfied if the Company timely files complete and
           accurate information on Forms 10-Q, 10-K and 8-K under the Exchange
           Act and otherwise complies with Rule 158 under the Securities Act.

                 (h)   The Company shall promptly use its best efforts to
           prevent the issuance of any order suspending the effectiveness of a
           Registration Statement, and, if any such order suspending the
           effectiveness of a Registration Statement is issued, shall promptly
           use its best efforts to obtain the withdrawal of such order at the
           earliest possible moment.

                 (i)   The Company shall, if requested by the managing
           underwriter or underwriters, if any, Holders' Counsel, or any Holder
           promptly incorporate in a Prospectus supplement or post-effective
           amendment such information as such managing underwriter or
           underwriters or Holder or Holders' Counsel requests to be included
           therein, including, without limitation, with respect to the
           Registrable Securities being sold by such Holder to such underwriter
           or underwriters, the purchase price being paid therefore by such
           underwriter or underwriters and any other terms of an underwritten
           offering of the Registrable Securities to be sold in such offering,
           and the Company shall promptly make all required filings of such
           Prospectus supplement or post-effective amendment.

                 (j)   The Company shall, as promptly as practicable after the
           filing with the Commission of any document which is incorporated by
           reference into a Registration Statement (in the form in which it was
           incorporated), deliver a copy of each such document to each of the
           Holders and to Holders' Counsel.

                 (k)   The Company shall cooperate with the Holders and the
           managing underwriter or underwriters, if any, to facilitate the
           timely preparation and delivery of certificates (which shall not bear
           any restrictive legends unless required under applicable law)
           representing Registrable Securities sold under a Registration
           Statement to the purchasers thereof, and enable such Registrable
           Securities to be in such denominations and registered in such names
           as the managing underwriter or underwriters, if any, or such Holders
           may request and keep available and make available to the Company's
           transfer agent prior to the effectiveness of such Registration
           Statement a supply of such certificates.

                 (l)   The Company shall enter into such customary agreements
           (including, if applicable, an underwriting agreement in customary
           form) and take such other actions as the Holders or the underwriters
           retained by the Holders participating in an underwritten public
           offering, if any, may request in order to expedite or facilitate the
           disposition of Registrable Securities (the Holders may, at their
           option, require that any or all of the representations, warranties
           and covenants of the Company to or for the benefit of any
           underwriters also be made to and for the benefit of the Holders).




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                 (m)   The Company shall promptly make available to each Holder,
           any underwriter participating in any disposition of Registrable
           Securities pursuant to a Registration Statement, and any attorney,
           accountant or other agent or representative retained by any such
           Holder or underwriter (collectively, the "Inspectors"), all financial
           and other records, pertinent corporate documents and properties of
           the Company (collectively, the "Records"), as shall be reasonably
           necessary to enable them to exercise their due diligence
           responsibility, and cause the Company's officers, directors and
           employees to supply all information requested by any such Inspector
           in connection with such Registration Statement.

                 (n)   The Company shall furnish to each underwriter, if any, a
           signed counterpart, addressed to such underwriter, of (i) an opinion
           or opinions of counsel to the Company, and (ii) a comfort letter or
           comfort letters from the company's independent public accountants,
           each in customary form and covering matters of the type customarily
           covered by opinions or comfort letters, as the case may be.

                 (o)   The Company shall use its best efforts to cause the
           Registrable Securities included in a Registration Statement (if the
           company and the Registrable Securities so qualify) (i) to be listed
           on each national securities exchange, if any, on which similar
           securities issued by the Company are then listed, or (ii) if similar
           securities of the Company are not then listed, to be authorized for
           quotation or listing, as applicable, on the New York Stock Exchange,
           the American Stock Exchange or the Nasdaq Stock Market, Inc.'s
           ("Nasdaq") National Market.

                 (p)   The Company shall provide a CUSIP number for all
           Registrable Securities covered by a Registration Statement not later
           than the effective date of such Registration Statement.

                 (q)   The Company shall cooperate with each Holder and each
           underwriter participating in the disposition of Registrable
           Securities and their respective counsel in connection with any
           filings required to be made with the National Association of
           Securities Dealers, Inc. ("NASD").

                 (r)   The Company shall, during the period when the Prospectus
           is required to be delivered under the Securities Act, promptly file
           all documents required to be filed with the Commission pursuant to
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

                 (s)   The Company shall appoint or maintain a transfer agent
           and registrar for all Registrable Securities covered by a
           Registration Statement not later than the effective date of such
           Registration Statement.

                 (t)   In connection with an underwritten offering, the Company
           shall participate, to the extent reasonably requested by the managing
           underwriter for the offering or the




                                       11
<PAGE>   12
           Holders, in customary efforts to sell the securities being offered,
           including without limitation, participating in "road shows".

                 (u)   If a holder proposes to sell a block of Registrable
           Securities with a value in excess of $5 million, the Company shall
           make members of the management of the Company available for
           reasonable selling efforts, including senior management attendance at
           road shows, provided, however, that the selling Holder or Holders
           shall reimburse the Company for its reasonable out-of-pocket expenses
           actually incurred at the request of such selling Holder or Holders in
           connection with such selling efforts.

                 (v)   If the Registrable Securities are of a class of
           securities that is listed on a national securities exchange, the
           Company shall file copies of any Prospectus with such exchange in
           compliance with Rule 153 under the Securities Act so that the Holders
           shall benefit from the prospectus delivery procedures described
           therein.

           In the case of a Shelf Registration Statement, each Holder, upon
receipt of any notice (a "Suspension Notice") from the Company of the happening
of any event of the kind described in Section 4(f)(vi), shall forthwith
discontinue disposition of the Registrable Securities pursuant to the Shelf
Registration Statement covering such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 4(f) or until such Holder is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and such Holder has
received copies of any additional or supplemental filings which are incorporated
by reference in the Prospectus, and, if so directed by the Company, such Holder
will, or will request the managing underwriter or underwriters, if any, to,
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice; PROVIDED, HOWEVER, that the Company shall not give a Suspension Notice
until after the Shelf Registration Statement has been declared effective and
shall not give more than one Suspension Notice during any period of 12
consecutive months and in no event shall the period from the date on which any
Holder receives a Suspension Notice to the date on which any Holder receives
either the Advice or copies of the supplemented or amended Prospectus
contemplated by Section 4(f) (the "Suspension Period") exceed 30 days. In the
event that the Company shall give any suspension Notice, (i) the Company shall
use its best efforts and take such actions as are reasonably necessary to render
the Advice and end the Suspension Period as promptly as practicable and (ii) the
time periods for which a shelf Registration Statement is required to be kept
effective pursuant to Section 2 hereof shall be extended by the number of days
during the suspension Period. If any Suspension Period exceeds 30 days or more
than one Suspension Notice is given during any period of 12 consecutive months,
the Company shall pay liquidated damages to each Holder of Registrable
Securities in an amount equal to $8,300 beginning on the 31st day of such
Suspension Period or the date of such additional suspension Notice, as the case
may be. The liquidated damages payable by the Company to the Holders as a result
of the continuance of a Suspension Period beyond 30 days or as a result of the
giving of more than one Suspension Notice during any 12 months period shall
increase to $16,600 one month after the event triggering such liquidated damages
and shall thereafter increase by an




                                       12
<PAGE>   13
amount equal to $24,900 at the end of each subsequent one month period for so
long as the event triggering such liquidated damages has not been eliminated.
The Company shall pay the liquidated damages due with respect to any Registrable
Securities at the end of each week during which such damages accrue. Liquidated
damages shall be paid to the Holders of Registrable Securities entitled to
received such liquidated damages by wire transfer in immediately available funds
to the accounts designated by such Holders.

           If any Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the Company's securities covered
thereby and that such holding does not imply that such Holder will assist in
meeting any future financial requirements of the Company, or (ii) in the event
that such reference to such Holder by name or otherwise is not required by the
Securities act or any similar Federal or state securities or "blue sky" statute
and the rules and regulations thereunder then in force, the deletion of the
reference to such Holder.

           SECTION 5.   REGISTRATION EXPENSES. Any and all expenses incident to
the Company's performance of or compliance with this Agreement, including
without limitation, all Commission and securities exchange, Nasdaq or NASD
registration, listing and filing fees, all fees and expenses incurred in
connection with compliance with state securities or "blue sky" laws (including
reasonable fees and disbursements of counsel for any underwriters or Holder in
connection with the state securities or "blue sky" qualifications of the
Registrable Securities), printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
the Company's officers and employees performing legal or accounting duties), all
expenses for word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, the fees and
expenses incurred in connection with the listing of the Registrable Securities,
the fees and disbursements of counsel for the Company and of the independent
certified public accountants of the Company (including the expenses of any
comfort letters or costs associated with the delivery by independent certified
public accountants of a comfort letter or comfort letter requested pursuant to
Section 4(n), Securities Act liability insurance (if the Company elects to
obtain such insurance), the reasonable fees and expenses of any special experts
or other Persons retained by the Company in connection with any registration,
the reasonable fees and disbursements of Holders' counsel and any reasonable
out-of-pocket expenses of the Holders and their agents, including any reasonable
travel costs (but excluding underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities)
(all such expenses being herein called "Registration Expenses"), will be borne
by the Company whether or not the Shelf Registration Statement or Piggy-Back
Registration to which such expenses relate becomes effective.

           SECTION 6.   INDEMNIFICATION AND CONTRIBUTION.




                                       13
<PAGE>   14
           (a)   INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, each Holder, its
partners, officers, directors, trustees, stockholders, employees, agents and
investment advisers, and each Person who controls such Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or
is under common control with, or is controlled by, such Holder, together with
the partners, officers, directors, trustees, stockholders, employees, agents and
investment advisors of such controlling Person (collectively, the "CONTROLLING
PERSONS"), from and against all losses, claims, damages, liabilities and
expenses (including, without limitation, any legal or other fees and expenses
incurred by an Holder or any such Controlling Person in connection with
defending or investigating any action or claim in respect thereof)
(collectively, the "DAMAGES") to which such Holder, its partners, officers,
directors, trustees, stockholders, employees, agents and investment advisers,
and any such Controlling Person, may become subject under the Securities Act or
otherwise, insofar as such Damages (or proceedings in respect thereof) arise out
of or are based upon any untrue or alleged untrue statement of material fact
contained in any Registration Statement (or any amendment thereto) pursuant to
which Registrable Securities were registered under the Securities Act, including
all documents incorporated therein by reference, or are caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or are caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that the Company shall not be liable for Damages to any Holder under this
Section 5(a) to the extent that any such Damages (i) arise out of or are based
upon any such untrue statement or omission which is based upon information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use in any such Registration Statement (or any amendment thereto)
or Prospectus (or amendment or supplement thereto); or (ii) were caused by the
fact that such Holder sold Securities to a Person as to whom it shall be
established that there was not sent or given, or deemed sent or given pursuant
to Rule 153 under the Securities Act, at the time of or prior to the written
confirmation of such sale, a copy of the Prospectus as then amended or
supplemented if, and only if, (a) the Company has previously furnished copies of
such amended or supplemented Prospectus to such Holder and (b) such Damages were
caused by any untrue statement or omission or alleged untrue statement or
omission contained in the Prospectus so delivered which was corrected in such
amended or supplemented Prospectus. In connection with an underwritten offering,
the Company will indemnify the underwriters thereof, their officers and
directors and each Person who controls such underwriters (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) to
the same extent as provided above with respect to the indemnification of the
Holders of Registrable Securities except with respect to information provided by
the underwriter specifically for inclusion therein.

           (b)   INDEMNIFICATION BY THE HOLDERS. Each holder agrees, severally
and not jointly, to indemnify and hold harmless the Company, its directors and
officers and each Person, if any, who controls the Company within the meaning of
either Section 15 of the Securities Act




                                       14
<PAGE>   15
or Section 20 of the Exchange Act from and against all Damages to the same
extent as the foregoing indemnity from the Company to such Holder, but only to
the extent such Damages arise out of or are based upon any untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
or Prospectus (or any amendment or supplement thereto) or are caused by any
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, which untrue statement or omission is based upon information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use in any such Registration Statement (or any amendment thereto)
or any such Prospectus (or any amendment or supplement thereto); PROVIDED,
HOWEVER, that such Holder shall not be obligated to provide such indemnity to
the extent that such Damages result from the failure of the Company to promptly
amend or take action to correct or supplement any such Registration Statement or
Prospectus on the basis of corrected or supplemental information furnished in
writing to the Company by such Holder expressly for such purpose. In no event
shall the liability of any Holder of Registrable Securities hereunder be greater
in amount than the amount of the proceeds received by such Holder upon the sale
of the Registrable Securities giving rise to such indemnification obligation.

           (c)   INDEMNIFICATION PROCEDURES. In case any proceeding (including
any governmental investigation) shall be instituted involving any Person in
respect of which indemnity may be sought pursuant to either paragraph (a) or (b)
above, such Person (the "indemnified party") shall promptly notify the Person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceedings and shall pay the fees and disbursements of such counsel relating to
such proceeding. The failure of an indemnified party to notify the indemnifying
party with respect to a particular proceeding shall not relieve the indemnifying
party from any obligation or liability (i) which it may have pursuant to this
Agreement if the indemnifying party is not materially prejudiced by such failure
to so notify it or (ii) which it may otherwise have pursuant to this Agreement.
The failure of an indemnified party to notify the indemnifying party with
respect to a particular proceeding shall not relieve the indemnifying party from
any obligation or liability (i) which it may have pursuant to this Agreement if
the indemnifying party is not substantially prejudiced by such failure to so
notify it or (ii) which it may have otherwise than pursuant to this Agreement.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, or (ii) the
indemnifying party fails promptly to assume the defense of such proceeding or
fails to employ counsel reasonably satisfactory to such indemnified party, or
(iii) (A) the named parties to any such proceeding (including any impleaded
parties) include both such indemnified party or an Affiliate of such indemnified
party and any indemnifying party or an Affiliate of such indemnifying party, (B)
there may be one or more defenses available to such indemnified party or any
Affiliate of such indemnified party that are different from or additional to
those available to any indemnifying party or any Affiliate of any indemnifying
party and (C) such indemnified party shall have been advised by such counsel
that there may exist a conflict of interest between




                                       15
<PAGE>   16
or among such indemnified party or any Affiliate of such indemnified party and
such indemnifying party or any Affiliate of such indemnifying party, in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel of its choice at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the indemnifying
party, it being understood, however, that unless there exists a conflict among
indemnified parties, the indemnifying parties shall not, in connection with any
one such proceeding or separate but substantially similar or related proceedings
in the same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for such
indemnified parties. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify each indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of each indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which such
indemnified party is a party, and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on all claims that are the subject
matter of such proceeding with no payment by such indemnified party of
consideration in connection with such settlement.

           (d)   CONTRIBUTION. If the indemnification from the indemnifying
party provided for in this Section 6 is found, pursuant to a final judicial
determination not subject to appeal, to be unavailable to an indemnified party
hereunder or insufficient in respect of any Damages incurred by such indemnified
party, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the Damages paid or payable by such indemnified party
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified parties in connection with the actions or
omissions that resulted in such Damages, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any
action or omission in question, including any untrue or alleged untrue statement
of a material fact of the omission or alleged omission to state a material fact,
has been made by, or relates to information supplied by, such indemnifying party
or indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the Damages referred to above shall be
deemed to include, subject to the limitations set forth in Section 6(c), any
legal or other expenses reasonably incurred by such party in connection with any
investigation or proceeding.

           The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 6(d) 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 the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6(d), no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public (less any




                                       16
<PAGE>   17
underwriting discounts or commissions) exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no selling Holder
shall be required to contribute any amount in excess of the amount by which the
total net proceeds received by such selling Holder with respect to Registrable
Securities sold by such selling Holder exceeds the amount of any damages which
such selling Holder has otherwise been required to pay by reason of such untrue
statement or alleged untrue statement or omission or alleged omission. Each
Holder's obligation to contribute pursuant to this Section 6(d) is several and
not joint and shall be determined by reference to the proportion that the
proceeds of the offering received by such Holder bears to the total proceeds of
the offering received by all the Holders. 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. The remedies provided for in this Section 6 are
not exclusive and shall not limit any rights or remedies that may otherwise be
available to any indemnified party at law or in equity.

           Notwithstanding the foregoing, if indemnification is available under
paragraph (a) or (b) of this Section 6, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in such paragraphs without
regard to the relative fault of said indemnifying party or indemnified party or
any other equitable consideration provided for in this Section 6(d).

           SECTION 7.   RULE 144. The Company covenants that it will file any
reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, it will, upon the request of
any Holder, make publicly available other information so long as necessary to
permit sales of the Registrable Securities under Rule 144 under the Securities
Act), and it will take such further action as any Holder may request, all to the
extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any successor rule or similar
provision or regulation hereafter adopted by the Commission. Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.

           SECTION 9.   MISCELLANEOUS.

                  (a)   NO INCONSISTENT AGREEMENTS. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.




                                       17
<PAGE>   18
                  (b)   AMENDMENTS AND WAIVERS. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in interest of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; PROVIDED, HOWEVER, that, no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 4
hereof (other than any immaterial amendment, modification, supplement, waiver or
consent) shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.

                  (c)   NOTICES. All notices and other communications provided
for or permitted hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by telecopier, registered or
certified mail (return receipt requested), postage prepaid or courier to the
parties at their respective addresses set forth on the signature pages hereof
(or at such other address for any party as shall be specified by like notice,
provided that notices of a change of address shall be effective only upon
receipt thereof).

           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; by confirmed
receipt of transmission, if telecopied; and on the next Business Day if timely
delivered to a courier guaranteeing overnight delivery.

                  (d)   SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders. If any transferee of any Holder shall
acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms
of this Agreement, and by taking and holding such Registrable Securities such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such person shall be
entitled to receive the benefits hereof.

                  (e)   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.

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

                  (g)   GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts
without regard to principles or rules of conflicts of law.




                                       18
<PAGE>   19
                  (h)   SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Holders shall be enforceable to the fullest extent permitted by law.

                  (i)   ENTIRE AGREEMENT. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be the
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. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                  (j)   ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall, to the extent permitted by
applicable law, be entitled to recover reasonable attorneys' fees in addition to
any other available remedy.

                  (k)   FURTHER ASSURANCES. Each party shall cooperate and take
such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.

                  (l)   REMEDIES. In the event of a breach or a threatened
breach by any party to this Agreement of its obligations under this Agreement,
any party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, in
addition to being entitled to exercise all rights provided in this Agreement and
granted by law. The parties agree that the provisions of this Agreement shall be
specifically enforceable, it being agreed by the parties that remedies at law
for violations hereof, including monetary damages, are inadequate and that the
right to object in any action for specific performance or injunctive relief
hereunder on the basis that a remedy at law would be adequate is waived.


                  [Remainder of Page Intentionally Left Blank]




                                       19
<PAGE>   20
           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                            CML GROUP, INC.


                                            By: /s/ John Pound
                                                --------------------------
                                            Name: John Pound
                                            Title: Chairman & CEO


                                            /s/ Glenn E. Davis
                                            ------------------------------
                                            Name: Glenn E. Davis
                                            Title: Exec. V.P.


                                            Notice Information:
                                                Mr. Glenn E. Davis
                                                CML Group, Inc.
                                                524 Main Street
                                                Acton, Massachusetts 01720
                                                Phone: (978) 264-4155
                                                Fax:   (978) 264-4073


<PAGE>   21
                          REGISTRATION RIGHTS AGREEMENT
                            PURCHASER SIGNATURE PAGE




                                      B III CAPITAL PARTNERS, L.P.,
                                       a Delaware limited partnership

                                      By: DDJ CAPITAL III, LLC,
                                          its General Partner

                                      By: DDJ CAPITAL MANAGEMENT, LLC,
                                          its Manager



                                      By: /s/ Judy K. Mencher
                                          ------------------------------------
                                      Name: Judy K. Mencher
                                      Title: Member



                                      Notice Information:
                                          c/o DDJ Capital Management, LLC
                                          Attn:  Wendy Schnipper Clayton, Esq.
                                          141 Linden Street, Suite 4
                                          Wellesley, Massachusetts 02181
                                          Phone: (781) 283-8500
                                          Fax:   (781) 283-8541


<PAGE>   22
                          REGISTRATION RIGHTS AGREEMENT
                            PURCHASER SIGNATURE PAGE



                                      Mellon Bank, N.A., solely in its capacity
                                      as Trustee for General Motors Employees
                                      Domestic Group Pension Trust as directed
                                      by DDJ Capital Management, LLC, and not in
                                      its individual capacity



                                      By: /s/ Bernadette Rist
                                          ------------------------------------
                                      Name: BERNADETTE RIST
                                      Title: AUTHORIZED SIGNATORY



                                      Notice Information:
                                          c/o DDJ Capital Management, LLC
                                          Attn:  Wendy Schnipper Clayton, Esq.
                                          141 Linden Street, Suite 4
                                          Wellesley, Massachusetts 02181
                                          Phone: (781) 283-8500
                                          Fax:   (781) 283-8541



                                      The decision to participate in this
                                      investment, any representations made
                                      herein by the participant, and any actions
                                      taken hereunder by the participant
                                      has/have been made solely at the direction
                                      of the investment fiduciary who has sole
                                      investment discretion with respect to this
                                      investment.