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                                 Exhibit 10.4
                                 ------------

                         REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement dated as of December 21, 2001 is entered
into by and among Cybex International, Inc., a New York corporation (the
"Company"), First Union National Bank ("FUNB") and FSC Corp., a Massachusetts
corporation ("FSC")and affiliate of Fleet National Bank ("Fleet").  FUNB and
Fleet are referred hereinafter individually as a "Lender" and collectively as
the "Lenders."

     WHEREAS, pursuant to that certain Amended and Restated Credit Agreement of
even date herewith among the Company and the Lenders (the "Credit Agreement"),
the Company has issued to each Lender (or its affiliate) a Common Stock Purchase
Warrant, entitling such Lender (or its affiliate) to purchase certain shares of
the Company's common stock, $0.10 par value per share, upon the terms and
conditions set forth therein; and

     WHEREAS, pursuant to the Warrants, the Company and the Lenders have agreed
to enter into this Agreement;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     Section 1.     Certain Definitions.  As used in this Agreement, the
                    -------------------
following terms shall have the following respective meanings:

     1.1  "Commission" means the Securities and Exchange Commission, or any
           ----------
other federal agency at the time administering the Securities Act and the
Exchange Act.

     1.2  "Common Stock" means (a) the Company's common stock, $0.10 par value,
           ------------
as authorized on the date of this Agreement, and (b) any other securities into
which or for which any of the securities described in (a) may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.

     1.3  "Exchange Act" means the Securities Exchange Act of 1934, or any
           ------------
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     1.4  "Other Securities" has the meaning set forth in the Warrants.

     1.5  "Person" means an individual, corporation, partnership, limited
           ------
liability company, bank, association, joint venture, trust, or unincorporated
organization, or a government or any agency or political subdivision thereof.

     1.6  "Registrable Shares" means (i) the Warrant Shares, and (ii) any Other
           ------------------
Securities provided, however, that any such shares shall cease to be Registrable
           --------  -------
Shares upon any public sale pursuant to a registration statement under the
Securities Act, Section 4(l) of the Securities Act or Rule 144 promulgated under
the Securities Act, or on such date when all Registrable Shares not previously
sold in a public sale by one of the foregoing means may be publicly sold by the
holders thereof pursuant to Rule 144 in any three-month period.
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     1.7  "Securities Act" means the Securities Act of 1933, or any similar
           --------------
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

     1.8  "Warrants" means those certain Common Stock Purchase Warrants issued
by the Company to the Lenders on and as of the date hereof.

     1.9  "Warrant Shares" means the shares of Warrant Stock and/or Other
Securities issued and issuable under the Warrants or any of them.

     1.10 "Warrant Stock" has the meaning set forth in the Warrants.

     Section 2.     "Piggy-Back" Registrations. If at any time the Company shall
                     -------------------------
determine to register under the Securities Act (including pursuant to a demand
of any stockholder of the Company exercising registration rights) any of its
securities, other than on Form S-8 or Form S-4 or their then equivalents, it
shall send to each holder of Registrable Shares, including each holder who has
the right to acquire Registrable Shares, written notice of such determination
and, if within 20 days after receipt of such notice, such holder shall so
request in writing, the Company shall use its reasonable best efforts to include
in such registration statement all or any part of the Registrable Shares such
holder requests to be registered therein, except that if, in connection with any
offering involving an underwriting of Common Stock to be issued by the Company,
the managing underwriter shall impose a limitation on the number of shares of
such Common Stock which may be included in any such registration statement
because, in its judgment, such limitation is necessary to effect an orderly
public distribution, and such limitation is imposed pro rata with respect to all
securities whose holders have a contractual, incidental ("piggy back") right to
include such securities in the registration statement and as to which inclusion
has been requested pursuant to such right, then the Company shall be obligated
to include in such registration statement only such pro rata portion (which may
be none) of the Registrable Shares with respect to which such holder has
requested inclusion hereunder.  No incidental right under this Section 2 shall
be construed to limit any registration required under Section 3.

     Section 3.     Demand Registrations.  The demand registration rights set
                    --------------------
forth in this Section 3 may be exercised only at such time or times when the
Company shall not then be eligible to register Registrable Shares on Form S-3
(or any similar or successor form). If on not more than two (2) occasions
(including an occasion of registration on Form S-1 or S-18 or their then
equivalents) one or more holders of at least 20% of the Registrable Shares shall
notify the Company in writing that it or they intend to offer or cause to be
offered for public sale at least 20% of the Registrable Shares, the Company will
so notify all holders of Registrable Shares, including all holders who have a
right to acquire Registrable Shares. Upon written request of any holder given
within 20 days after the receipt by such holder from the Company of such
notification, the Company will use its reasonable best efforts to cause such of
the Registrable Shares as may be requested by any holder thereof (including the
holder or holders giving the initial notice of intent to offer) to be registered
under the Securities Act as expeditiously as possible. The Company shall not be
required to effect more than two (2) registrations pursuant to this Section 3,
or more than one such registration during any 12 month period. If the Company
determines to include shares to be sold by it in any registration requests
pursuant to this Section 3, such registration shall be deemed to have been a
registration under Section 2 of this Agreement.

     Section 4.     Short-Form Registration on Form S-3.  In addition to the
                    -----------------------------------
rights provided the holders of Registrable Shares in Sections 2 and 3 above, if
the registration of Registrable Shares under the Securities Act can be effected
on Form S-3 (or any similar or successor form promulgated by the Commission),
the Company will so notify each holder of

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Registrable Shares, including each holder who has a right to acquire Registrable
Shares, and then will, as expeditiously as possible, use its reasonable best
efforts to effect qualification and registration under the Securities Act on
said Form S-3 of all or such portion of the Registrable Shares as the holder or
holders shall specify; provided, however, that the market value of the
Registrable Shares to be sold in any such registration shall be estimated to be
at least $200,000 at the time of filing such registration statement; and
provided further, that the Company shall not be required to effect more than two
(2) such registrations pursuant to this Section 4 in any twelve-month period.

     Section 5.  Effectiveness of Registration Statements.  The Company will use
                 ----------------------------------------
its reasonable best efforts to maintain the effectiveness of any registration
statement pursuant to which any of the Registrable Shares are being offered
until the earlier to occur of (i) the completion by the holders or underwriters
of the distribution pursuant to such registration statement or (ii) 90 days
after the effectiveness of any registration statement, and from time to time
will amend or supplement such registration statement and the prospectus
contained therein as and to the extent necessary to comply with the Securities
Act and any applicable state Securities statute or regulation.  The Company will
also provide each holder of Registrable Shares with as many copies of the
prospectus contained in any such registration statement as it may reasonably
request.

     Section 6.  Indemnification of Holders of Registrable Shares. In the event
                 ------------------------------------------------
that the Company registers any of the Registrable Shares under the Securities
Act, the Company will, to the extent permitted by law, indemnify and hold
harmless each holder and each underwriter of the Registrable Shares (including
their officers, directors, affiliates and partners) so registered (including any
broker or dealer through whom such shares may be sold) and each Person, if any,
who controls such holder or any such underwriter within the meaning of Section
15 of the Securities Act from and against any and all losses, claims, damages,
expenses or liabilities, joint or several, to which they or any of them become
subject under the Securities Act or under any other statute or at common law or
otherwise, and, except as hereinafter provided, will reimburse each such holder,
each such underwriter and each such controlling Person, if any, for any legal or
other expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement or any
filing with any state Securities commission or agency, in any preliminary or
amended preliminary prospectus or in the final prospectus (or the registration
statement or prospectus as from time to time amended or supplemented by the
Company) 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 in
order to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any
state Securities laws or regulations applicable to the Company and relating to
action or inaction required of the Company in connection with such registration,
unless such untrue statement or alleged untrue statement or omission or alleged
------
omission was made in such registration statement, preliminary or amended
preliminary prospectus or final prospectus in reliance upon and in conformity
with information furnished in writing to the Company in connection therewith by
such holder of Registrable Shares, any such underwriter or any such controlling
Person expressly for use therein.

     Promptly after receipt by any holder of Registrable Shares, any underwriter
or any controlling Person of notice of the commencement of any action in respect
of which indemnity may be sought against the Company, such holder of Registrable
Shares, or such underwriter or such controlling Person, as the case may be, will
notify the Company in writing of the commencement thereof, and, subject to the
provisions hereinafter stated, the Company shall assume the defense of such
action (including the employment of counsel, who shall be counsel

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reasonably satisfactory to such holder of Registrable Shares, such underwriter
or such controlling Person, as the case may be), and the payment of expenses
insofar as such action shall relate to any alleged liability in respect of which
indemnity may be sought against the Company.

     Such holder of Registrable Shares, any such underwriter or any such
controlling Person shall have the right to employ separate counsel in any such
action and to participate in the defense thereof but the fees and expenses of
such counsel shall not be at the expense of the Company unless the employment of
such counsel has been specifically authorized by the Company.  The Company shall
not be liable to indemnify any Person for any settlement of any such action
effected without the Company's consent (which consent shall not be unreasonably
withheld or delayed).  The Company shall not, except with the approval of each
party being indemnified under this Section 6, consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the parties being so
indemnified of a release from all liability in respect to such claim or
litigation.

     In order to provide for just and equitable contribution to joint liability
under the Securities Act in any case in which any holder of Registrable Shares
exercising rights under this Agreement, or any controlling person of any such
holder, makes a claim for indemnification pursuant to this Section 6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification in
such case, then, the Company and such holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of the holder of Registrable
Shares on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The relative fault of the Company on the one
hand and of the holder of Registrable Shares on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or by the holder
of Registrable Shares on the other, and each party's relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; provided, however, that, in any such case, (A) no such holder will be
          --------  -------
required to contribute any amount in excess of the net proceeds received by it
pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.

     Section 7.  Indemnification of Company.  In the event that the Company
                 --------------------------
registers any of the Registrable Shares under the Securities Act, each holder of
the Registrable Shares so registered, to the extent permitted by law, will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed or otherwise participated in the preparation of the
registration statement, each underwriter of the Registrable Shares so registered
(including any broker or dealer through whom such of the shares may be sold) and
each Person, if any, who controls the Company within the meaning of Section 15
of the Securities Act from and against any and all losses, claims, damages,
expenses or liabilities, joint or several, to which they or any of them may
become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse the
Company and each such director, officer, underwriter or controlling Person for
any legal or other expenses reasonably incurred by them or any of them in
connection with investigating or defending any actions whether or not resulting
in any liability, insofar as such loses, claims, damages, expenses, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue

                                      -4-
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statement of a material fact contained in the registration statement or any
filing with any state Securities commission or agency, in any preliminary or
amended preliminary prospectus or in the final prospectus (or in the
registration statement or prospectus as from time to time amended or
supplemented) 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 in
order to make the statements therein not misleading, but only insofar as any
such statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by such
holder of Registrable Shares expressly for use therein; provided, however, that
such holder's obligations hereunder shall be limited to an amount equal to the
net proceeds received by such holder of the Registrable Shares sold in such
registration.

     Promptly after receipt of notice of the commencement of any action in
respect of which indemnity may be sought against such holder of Registrable
Shares, the Company will notify such holder of Registrable Shares in writing of
the commencement thereof, and such holder of Registrable Shares shall, subject
to the provisions hereinafter stated, assume the defense of such action
(including the employment of counsel, who shall be counsel reasonably
satisfactory to the Company) and the payment of expenses insofar as such action
shall relate to the alleged liability in respect of which indemnity may be
sought against such holder of Registrable Shares.

     The Company and each such director, officer, underwriter or controlling
Person shall have the right to employ separate counsel in any such action and to
participate in the defense thereof ' but the fees and expenses of such counsel
shall not be at the expense of such holder of Registrable Shares unless
employment of such counsel has been specifically authorized by such holder of
Registrable Shares. Such holder of Registrable Shares shall not be liable to
indemnify any Person for any settlement of any such action effected without such
holder's consent (which consent shall not be unreasonably withheld or delayed).

     In order to provide for just and equitable contribution to joint liability
under the Securities Act in any case in which the Company exercising its rights
under this Agreement, makes a claim for indemnification pursuant to this Section
7, but it is judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding that this Section 7 provides for
indemnification, in such case, then, the Company and such holder will contribute
to the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and of the holder of
Registrable Shares on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of the holder of Registrable Shares on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or by the holder
of Registrable Shares on the other, and each party's relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission; provided, however, that, in any such case, (A) no such holder will be
          --------  -------
required to contribute any amount in excess of the net proceeds received by it
pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.

     SECTION 8.  Damages. The Company recognizes and agrees that the holder of
                 -------
Registrable Shares will not have an adequate remedy if the Company fails to
comply with this Agreement and that damages may not be readily ascertainable,
and the Company expressly agrees

                                      -5-
<PAGE>

that, in the event of such failure, it shall not oppose an application by the
holder of Registrable Shares or any other Person entitled to the benefits of
this Agreement requiring specific performance of any and all provisions hereof
or enjoining the Company from continuing to commit any such breach of this
Agreement.

     SECTION 9.  Further Obligations of the Company. Whenever under the
                 ----------------------------------
preceding Sections of this Agreement, the Company is required hereunder to
register Registrable Shares, it agrees that it shall also do the following at
its sole expense:

          (a)    Furnish to each selling holder such copies of each preliminary
     and final prospectus and such other documents as said holder may reasonably
     request to facilitate the public offering of its Registrable Shares;

          (b)    Use its best efforts to register or qualify the Registrable
     Shares covered by said registration statement under the applicable
     Securities or "blue sky" laws of such jurisdictions as any selling holder
     may reasonably request; provided; however, that the Company shall not be
     obligated to qualify to do business in any jurisdiction where it is not
     then so qualified or to take any action which would subject it to the
     service of process in suits other than those arising out of the offer or
     sale of the Securities covered by the registration statement in any
     jurisdiction where it is not then so subject;

          (c)    Use its best efforts to list, or qualify for trading, such
     Registrable Shares on any and all national securities exchanges and
     markets, inter-dealer quotation systems, over-the-counter trading systems
     and bulletin board trading systems on which any of the Company's securities
     of the same class as the Registrable Shares shall then be listed or
     qualified for trading;

          (d)    Furnish to each selling holder a "signed counterpart" of:

                 (i)   an opinion of counsel for the Company, dated the
          effective date of the registration statement, and

                 (ii)  "comfort" letters signed by the Company's independent
          public accountants who have examined and reported on the Company's
          financial statements included in the registration statement, to the
          extent permitted by the standards of the American Institute of
          Certified Public Accountants,

covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and (in the case of the
accountants' "comfort" letters) with respect to events subsequent to the date of
the financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' "comfort" letters delivered to the underwriters in
underwritten public offerings of Securities, to the extent that the Company is
required to deliver or cause the delivery of such opinion or "comfort" letters
to the underwriters in an underwritten public offering of Securities;

          (e)    Permit each selling holder or its counsel or other
     representatives to inspect and copy such corporate documents and records as
     may reasonably be requested by them;

          (f)    Furnish to each selling holder a copy of all documents filed
     and all correspondence from or to the Commission in connection with any
     such offering of Securities;

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<PAGE>

          (g)    Use its best efforts to insure the obtaining of all necessary
     approvals from the National Association of Securities Dealers, Inc.; and

          (h)    Otherwise use its best efforts to comply with all applicable
     rules and regulations of the Commission.

     Section 10. Expenses. In the case of any registration under Section 2, 3 or
                 --------
4 of this Agreement, the Company shall bear all costs and expenses of each such
registration, including, but not limited to, printing, legal and accounting
expenses, Securities and Exchange Commission and National Association of
Securities Dealers, Inc. filing fees and expenses, and "blue sky" fees and
expenses and the reasonable fees and disbursements of not more than one counsel
for the selling holders of Registrable Shares in connection with the
registration of their Registrable Shares; provided, however, that the Company
                                          --------  -------
shall have no obligation to pay or otherwise bear any portion of the
underwriters, commissions or discounts attributable to the Registrable Shares or
any transfer taxes attributable to holders' sale of Registrable Shares.

     Section 11. Delay of Registration. For a period not to exceed 180 days, the
                 ---------------------
Company shall not be obligated to prepare and file, or prevented from delaying
or abandoning, a registration statement pursuant to this Agreement at any time
when the Company, in its good faith judgment with advice of counsel, reasonably
believes

          (a)    that the filing thereof at the time requested, or the offering
     of Registrable Shares pursuant thereto, would materially and adversely
     affect (a) a pending or scheduled public offering of the Company's
     Securities, (b) an acquisition, merger, recapitalization, consolidation,
     reorganization or similar transaction by or of the Company, (c) preexisting
     and continuing negotiations, discussions or pending proposals with respect
     to any of the foregoing transactions, or (d) the financial condition of the
     Company in view of the disclosure of any pending or threatened litigation,
     claim, assessment or governmental investigation which may be required
     thereby; and

          (b)    that the failure to disclose any material information with
     respect to the foregoing would cause a violation of the Securities Act or
     the Exchange Act.

     Section 12. Conditions to Registration Obligations. The Company shall not
                 --------------------------------------
be obligated to effect the registration of Registrable Shares pursuant to
Sections 2, 3 and 4 unless all holders of Registrable Shares being registered
consent to reasonable conditions imposed by the Company as the Company shall
determine with the advice of counsel, including, without limitation:

          (a)    conditions prohibiting the sale of shares by such holders until
     the registration shall have been effective for a specified period of time;

          (b)    conditions requiring such holder to Comply with all prospectus
     delivery requirements of the Securities Act and with all anti-
     stabilization, anti-manipulation and similar provisions of Section 10 of
     the Exchange Act and any rules issued thereunder by the Commission, and to
     furnish to the Company information about sales made in such public
     offering;

          (c)    conditions prohibiting such holders upon receipt of telegraphic
     or written notice from the Company (until further notice) from effecting
     sales of shares, such notice being given to permit the Company to correct
     or update a registration statement or prospectus;

                                      -7-
<PAGE>

          (d)       conditions requiring that at the end of the period during
     which the Company is obligated to keep the registration statement effective
     under Section 5, the holders of shares include in the registration
     statement shall discontinue sales of shares pursuant to such registration
     statement upon receipt of notice form the Company of its intention to
     remove from registration the shares covered by such registration statement
     that remain unsold, and requiring such holders to notify the Company of the
     number of shares registered that remain unsold immediately upon receipt of
     notice from the Company; and

          (e)       if such offering is underwritten, conditions requiring the
     holders of Registrable Shares to enter into an underwriting agreement in
     form and substance reasonably satisfactory to the Company.

     Section 13.    Approval of Underwriter.  Any managing underwriter engaged
                    -----------------------
by the Company or the holders of Registrable Shares in any registration made
pursuant to Sections 3 or 4 shall require the approval in writing of a majority
of the holders of Registrable Shares requesting such registration or the consent
of the Company, as the case may be, which approval or consent shall not be
unreasonably withheld or delayed.

     Section 14.    Transferability of Registration Rights.  For all purposes of
                    --------------------------------------
this Agreement, the holders of Registrable Shares shall include not only each
Lender but also any assignee or transferee of a Lender who acquires at least ten
thousand (10,000) Registrable Shares. Subject to the foregoing sentence, a
Lender may assign or transfer its rights under this Agreement to any Person to
whom such Lender transfers any Registrable Shares, provided, however, that such
                                                   --------  -------
assignee or transferee agrees in writing to be bound by all of the provision of
this Agreement, including, without limitation Section 16 hereof.

     Section 15.    No Waiver; Cumulative Remedies.  No failure or delay on the
                    ------------------------------
part of any party to this Agreement in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

     Section 16.    Amendments, Waivers and Consents.  Except as hereinafter
                    --------------------------------
provided, changes in or additions to this Agreement may be made, termination of
this Agreement, and compliance with any covenant or provision set forth herein
may be omitted or waived, if the Company (i) shall obtain consent thereto in
writing from the holder or holders of more than fifty percent 50% in interest of
the Registrable Shares, and (ii) shall deliver copies of such consent in writing
to any holders who did not execute such consent; provided that no consents shall
                                                 --------
be effective to reduce the percentage in interest of the Registrable Shares the
consent of the holders of which is required under this Section.  Any waiver or
consent may be given subject to satisfaction of conditions stated therein and
any waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

     Section 17.    Addresses for Notices.  All notices, requests, demands and
                    ---------------------
other communications provided for hereunder shall be in writing (including
telegraphic communication) and mailed, telegraphed or delivered to each
applicable party at the address set forth in the Credit Agreement or at such
other address as to which such party may inform the other parties in writing in
compliance with the terms of this Section.

     All such notices, requests, demands and other communications shall, when
mailed (which mailing must be accomplished by first class mail, postage prepaid;
electronic facsimile

                                      -8-
<PAGE>

transmission; express overnight courier service; or registered mail, return
receipt requested) or telegraphed, and shall be considered to be delivered three
(3) days after dispatch.

     Section 18.    Costs, Expenses and Taxes.  The Company agrees to pay the
                    -------------------------
reasonable fees and out-of-pocket expenses of legal counsel, independent public
accountants and other outside experts reasonably retained by the holders in
connection with any amendment or waiver to this Agreement, (whether initiated by
the Company or the holders) or the successful enforcement of this Agreement by
the holders.

     Section 19.    Binding Effect; Assignment.  Except as provided in Section
                    --------------------------
16, this Agreement shall be binding upon and inure to the benefit of the Company
and each holder and their respective heirs, successors and assigns, except that
the Company shall not have the right to delegate its obligations hereunder or to
assign its rights hereunder or any interest herein without the prior written
consent of the holders of at least two-thirds in interest of the Registrable
Shares.

     Section 20.    Prior Agreements.  This Agreement, the Credit Agreement and
                    ----------------
the Warrants constitute the entire agreement between the parties and supersedes
any prior understandings or agreements concerning the subject matter hereof and
thereof.

     Section 21.    Severability. The provisions of this Agreement are severable
                    ------------
and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of a provision contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement; but this Agreement
shall be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of a provision, had never been contained herein, and such
provisions or part reformed so that it would be valid, legal and enforceable to
the maximum extent possible.

     Section 22.    Governing Law.  This Agreement shall be governed by, and
                    -------------
construed in accordance with, the internal laws of the Commonwealth of
Massachusetts, and without giving effect to its choice of laws provisions.

     Section 23.    Headings. Article, section and subsection headings in this
                    --------
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

     Section 24.    Counterparts.  This Agreement may be executed in any number
                    ------------
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     Section 25.    Further Assurances. From and after the date of this
                    ------------------
Agreement, upon the request of any holder or the Company, the Company and the
holders shall execute and deliver such instruments, documents and other writings
as may be reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.


                          [REST OF PAGE INTENTIONALLY
                          LEFT BLANK - SIGNATURE PAGE
                            IMMEDIATELY FOLLOWING]

                                      -9-
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed by their duly authorized representatives as an
agreement under seal as of the date first above written.


CYBEX INTERNATIONAL, INC.                    FIRST UNION NATIONAL BANK


By:  /s/ John Aglialoro                      By: /s/ Ron R. Ferguson
     ------------------                         --------------------------------
     Name:  John Aglialoro                        Name:  Ron R. Ferguson
     Title: CEO                                   Title: Senior Vice President


                                             FSC. CORP.


                                             By: /s/ Kevin M. Behan
                                                ______________________________
                                                  Name:  Kevin M. Behan
                                                  Title: Vice President

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