<PAGE>
                                                                    EXHIBIT 4.5
                                                                 EXECUTION COPY


                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 28, 2001

                                      AMONG

                           MOORE CORPORATION LIMITED,

                     THE GSC INVESTORS LISTED IN SCHEDULE A

                                       AND

                        CHANCERY LANE/GSC INVESTORS, L.P.



<PAGE>




                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS AGREEMENT (the  "AGREEMENT")  dated as of December 28,
2001 among Moore Corporation Limited, a corporation  organized under the laws of
Ontario   ("MOORE"),   the  persons   listed  in  SCHEDULE  A  attached   hereto
(collectively,  the "GSC INVESTORS") and CHANCERY  LANE/GSC  INVESTORS,  L.P., a
Delaware limited partnership  ("CLGI" and, together with the GSC Investors,  the
"Investors"). Capitalized terms used herein but not defined when used shall have
the meanings ascribed to such terms in Section 1.

                                   WITNESSETH

     WHEREAS,  Moore and CLGI entered into a Debenture  Purchase Agreement dated
as of December 12, 2000 (the "DEBENTURE PURCHASE AGREEMENT");

     WHEREAS,  pursuant to the  Debenture  Purchase  Agreement,  on December 21,
2000, CLGI acquired from Moore 8.70% Subordinated  Convertible Debentures in the
original  aggregate  principal amount of $70,500,000 (the "DEBENTURES") that are
presently  convertible  into an  aggregate  of  21,692,307  Common  Shares  (the
"CONVERSION SHARES");

     WHEREAS, as contemplated under the Debenture Purchase Agreement,  Moore and
CLGI entered into a Registration  Rights Agreement dated as of December 21, 2000
(the "EXISTING  REGISTRATION  RIGHTS AGREEMENT")  covering the Conversion Shares
and certain related shares (the "EXISTING REGISTRABLE SECURITIES");

     WHEREAS,  concurrently  with the execution and delivery of this  Agreement,
Moore and CLGI are entering into that certain  Conversion  Inducement  Agreement
(the "CONVERSION INDUCEMENT AGREEMENT");

     WHEREAS, pursuant to the Conversion Inducement Agreement (i) the Debentures
have been  converted  in  accordance  with their terms and (ii) Moore has caused
Moore Holdings U.S.A. Inc., a Delaware  corporation and wholly-owned  subsidiary
of Moore  ("SUBCO"),  to issue to CLGI  1,650,000  shares of  Subco's  preferred
stock, no par value (the "SUBCO PREFERRED SHARES")

     WHEREAS,  pursuant to the Transfer  Agreement of even date herewith between
Moore  and the GSC  Investors,  the GSC  Investors  have  transferred  the Subco
Preferred  Shares (which were distributed by CLGI to the GSC Investors) to Moore
in exchange  for  1,650,000  Common  Shares (the  "INITIAL  SHARES") and Moore's
covenant and agreement to deliver certain additional consideration which may, at
the election of Moore, be in the form of additional  Common Shares issued to the
GSC  Investors  in  certain   circumstances  on  December  31,  2002  and  2003,
respectively (collectively, the "ADDITIONAL SHARES"); and

     WHEREAS,  in  addition  to the  registration  rights  set  forth  under the
Existing  Registration  Rights  Agreement,  Moore is providing the  registration
rights set forth in this Agreement.

<PAGE>


     NOW THEREFORE,  in  consideration  of the mutual covenants and undertakings
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  and subject to and on the terms
and conditions herein set forth, the parties hereto agree to as follows:

1. DEFINITIONS.


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

     "ADDITIONAL SHARES" shall have the meaning set forth in the Recitals.

     "AFFILIATE"  shall have the meaning set forth in Rule 405 of the Securities
Act.

     "BOARD" shall have the meaning set forth in Section 2(b) hereof.

     "CANADIAN FILING" shall mean either a Demand Filing to obtain a receipt for
a Canadian  Prospectus in Canada pursuant to Section 2(a) of this Agreement or a
Proposed Filing by Moore to file a Canadian Prospectus under Canadian Securities
Laws pursuant to Section 3(a) of this Agreement.

     "CANADIAN  PROSPECTUS"  shall  mean  the  prospectus  (including,   without
limitation and unless  otherwise  specified,  any  preliminary  prospectus,  any
preliminary shelf prospectus,  any final prospectus,  any final shelf prospectus
and  any  prospectus  that  discloses  information  previously  omitted  from  a
prospectus)  filed  under  Canadian  Securities  Laws with  Canadian  Regulatory
Authorities,  as  amended  or  supplemented  by  any  prospectus  supplement  or
amendment  with  respect  to the terms of the  offering  of any  portion of such
prospectus  and by all other  amendments  and  supplements  to such  prospectus,
including  all material  incorporated  by reference in such  prospectus  and all
documents  filed after the date of such  prospectus  by Moore under the Canadian
Securities Laws and incorporated by reference therein.

     "CANADIAN REGULATORY AUTHORITIES" shall mean, collectively,  the securities
regulatory authority in each of the Canadian provinces.

     "CANADIAN  SECURITIES  LAWS" shall mean the securities  laws,  regulations,
policies and rules in effect in all of the Canadian  provinces,  as the same may
be amended from time to time.

     "CLGI" shall have the meaning set forth in the Recitals.

     "COMMON  SHARES"  shall mean the shares of common stock,  no par value,  of
Moore.

     "CONVERSION  INDUCEMENT  AGREEMENT" shall have the meaning set forth in the
Recitals.

     "CONVERSION SHARES" shall have the meaning set forth in the Recitals.

     "DEBENTURE PURCHASE AGREEMENT" shall have the meaning set forth in the
Recitals.

                                      -2-


<PAGE>

     "DEBENTURES" shall have the meaning set forth in the Recitals.

     "DEMAND FILING" shall have the meaning set forth in Section 2(a) hereof.

     "DEMAND FILING  STATEMENT" shall have the meaning set forth in Section 2(a)
hereof.

     "EFFECTIVENESS  PERIOD"  shall have the meaning  set forth in Section  2(c)
hereof.

     "EFFECTIVE TIME" shall mean (i) in the case of a U.S.  Filing,  the date on
which the SEC  declares  a  Registration  Statement  effective  or on which such
Registration  Statement  otherwise  becomes  effective  or (ii) in the case of a
Canadian Filing, the date on which the last of the receipts for a final Canadian
Prospectus has been obtained from the Canadian Regulatory Authorities.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXISTING  REGISTRABLE  SECURITIES" shall have the meaning set forth in the
Recitals.

     "EXISTING  REGISTRATION  RIGHTS AGREEMENT" shall have the meaning set forth
in the Recitals.

     "GSC INVESTORS" shall have the meaning set forth in the Preamble.

     "INDEMNIFIED  PERSON"  shall have the  meaning  set forth in  Section  6(a)
hereof.

     "INITIAL SHARES" shall have the meaning set forth in the Recitals.

     "INVESTORS" shall have the meaning set forth in the Preamble.

     "MOORE" shall have the meaning set forth in the Preamble.

     "NASD RULES" shall mean the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

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

     "PIGGYBACK FILING" shall have the meaning set forth in Section 3(a) hereof.

     "PROPOSED FILING" shall have the meaning set forth in Section 3(a) hereof.

     "PROSPECTUS" shall mean either a U.S. Prospectus or a Canadian Prospectus.

     "QUALIFICATION" shall mean, in the context of Canadian Securities Laws, the
qualification  of trades in Subject Shares pursuant to a final  prospectus filed
with,  and in respect of which a




                                       -3-
<PAGE>


receipt  or  receipts  have  been  issued  in  respect  of such  prospectus  by,
applicable Canadian Regulatory Authorities.

     "QUALIFIED",  in respect of Subject Shares, shall mean the qualification of
such securities.


     "REGISTRATION  EXPENSES"  shall have the meaning set forth in Section  5(a)
hereof.

     "REGISTRATION  STATEMENT"  shall mean any  registration  statement of Moore
which covers Subject  Securities  pursuant to the provisions of this  Agreement,
including the U.S.  Prospectus,  amendments and supplements to such registration
statement,  including pre- and post-effective  amendments,  and all exhibits and
all material incorporated by reference in such registration statement.

     "RESTRICTED SECURITY" shall mean any security unless and until:

     (i)  a  registration  statement  with respect to the sale of such  security
          shall have been declared  effective  under the Securities Act and such
          security  shall  have  been  disposed  of  in  accordance   with  such
          registration statement,

     (ii) a receipt or receipts for a final Canadian  Prospectus with respect to
          the sale of such security shall have been obtained from all applicable
          Canadian Regulatory Authorities in accordance with Canadian Securities
          Laws and such security shall have been disposed of in accordance  with
          such prospectus,

    (iii) it is distributed  to the public  pursuant to Rule 144 (or any similar
          provision then in force) under the Securities Act, or

     (iv) such security  shall have been  otherwise  transferred  pursuant to an
          applicable  exemption under the Securities Act or Canadian  Securities
          Laws,  new  certificates  for  such  security  not  bearing  a  legend
          restricting  further  transfer  shall have been delivered by Moore and
          such  security  shall be freely  transferable  to the  public  without
          either (a) registration  under the Securities Act or (b) qualification
          under Canadian Securities Laws.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SEC" shall mean the Securities and Exchange Commission.

     "SHELF  REGISTRATION"  shall have the  meaning  set forth in  Section  2(a)
hereof.

     "SUBCO PREFERRED SHARES" shall have the meaning set forth in the Recitals.

     "SUBJECT  SECURITIES" shall mean the Conversion  Shares, the Initial Shares
and any  Additional  Shares issued to the GSC  Investors,  CLGI or any direct or
indirect permitted  transferee or distributee of such Persons from time to time,
including, without limitation, any



                                       -4-
<PAGE>


current  or former  partner  of CLGI (or,  in the case of any  current or former
partner of CLGI that is itself a partnership,  any partner of that partnership),
and any securities  issued in respect of or in exchange for such shares or other
Subject  Securities;  PROVIDED,  that a security ceases to be a Subject Security
when it is no longer a Restricted Security.

     "UNDERWRITTEN",  "UNDERWRITTEN  REGISTRATION",  "UNDERWRITTEN  OFFERING" or
"UNDERWRITTEN REGISTERED OFFERING" shall mean a registration in which securities
of Moore are sold to an underwriter for re-offering to the public pursuant to an
effective  Registration Statement and/or a final Canadian Prospectus for which a
receipt or receipts have been obtained from the applicable  Canadian  Regulatory
Authorities.

     "UNDERWRITTEN TAKEDOWN REQUEST" shall have the meaning set forth in Section
2(a) hereof.

     "U.S.  FILING"  shall mean  either a Demand  Filing to file a  registration
statement in the United States  pursuant to Section 2(a) of this  Agreement or a
Proposed  Filing by Moore to file a registration  statement under the Securities
Act pursuant to Section 3(a) of this Agreement.

     "U.S. PROSPECTUS" shall mean the prospectus (including, without limitation,
any  preliminary  prospectus,  any  final  prospectus  and any  prospectus  that
discloses  information  previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act) included in a Registration  Statement,  as amended or  supplemented  by any
prospectus  supplement or amendment with respect to the terms of the offering of
any portion of the Subject Securities covered by such Registration Statement and
by all other  amendments  and  supplements  to such  prospectus,  including  all
material  incorporated  by reference in such  prospectus and all documents filed
after  the  date  of  such  prospectus  by  Moore  under  the  Exchange  Act and
incorporated by reference therein.

2. DEMAND FILINGS.


     (a) NOTICE.  In addition  to any  registration  rights they may have as set
forth under the Existing Registration Rights Agreement, the GSC Investors may at
any time  after  the date  hereof,  but on not more  than one  occasion,  make a
written  request  to Moore that  Moore at the GSC  Investors'  option (i) file a
registration  statement in the United States  registering for offer and sale all
or a part of its Subject Securities in the United States of America, including a
shelf  registration  pursuant  to Rule 415  under the  Securities  Act (a "SHELF
REGISTRATION")  if Moore is eligible to use such a registration or (ii) obtain a
receipt or receipts for a  preliminary  Canadian  Prospectus  in Canada from the
applicable  Canadian  Regulatory  Authorities,   including  a  shelf  prospectus
pursuant to National Instrument 44-102 (a "CANADIAN SHELF") if Moore is eligible
to use a  Canadian  Shelf  qualifying  the  offer and sale of all or part of its
Subject Securities in Canada, (in either case, a "DEMAND FILING STATEMENT"), or,
if requested in good faith by the GSC Investors,  in both jurisdictions,  having
an aggregate  public market  offering price of not less than U.S.$20 million (or
the Canadian dollar equivalent  thereof at such time based on the average of the
closing  market prices for the ten-day  trading  period prior to the date of the
request) in each case. By way of  clarification;  the parties hereto intend that
if a Shelf Registration  and/or a



                                       -5-
<PAGE>



Canadian Shelf is requested under this Section 2(a) or under Section 2(a) of the
Existing  Registration  Rights Agreement,  so long as such Shelf Registration or
Canadian Shelf shall remain  effective in accordance  with this Agreement or the
Existing  Registration  Rights Agreement,  as the case may be, then the right to
request one  registration  under this  Section 2(a) and the right to request any
registration  under Section 2(a) of the Existing  Registration  Rights Agreement
shall be deemed to entitle the parties  requesting such  registration to request
Moore to effect an  underwritten,  widely-distributed  "takedown"  of such Shelf
Registration  or Canadian  Shelf once  pursuant to this  Section  2(a) and twice
pursuant to Section  2(a) of the  Existing  Registration  Rights  Agreement  (an
"UNDERWRITTEN  TAKEDOWN  REQUEST").  In addition,  the parties  requesting  such
registration  also shall be  entitled  to request  Moore to effect an  unlimited
number of block trades (whether or not  underwritten) and an unlimited number of
non-underwritten  takedowns of such Shelf  Registration.  In any such case,  (i)
such  registration  must be made  with  the SEC  under  and in  accordance  with
provisions  of the  Securities  Act, and (ii) such  receipt or receipts  must be
obtained  from  all  of  the  applicable  Canadian  Regulatory   Authorities  in
accordance with Canadian  Securities  Laws (in either case, a "DEMAND  FILING").
All requests made pursuant to this paragraph will specify the proposed aggregate
number of the Subject  Securities  to be  registered  or qualified and will also
specify the intended methods of disposition thereof.

     (b)  RESTRICTIONS.  Each Demand Filing  Statement shall be filed as soon as
possible  but in no event later than 60 days  (subject  to the last  sentence of
this Section 2(b)) after the date the GSC Investors make the written request for
registration  and/or  qualification  under  the  preceding  paragraph.  The  GSC
Investors  shall not be permitted to make the written  request for  registration
and/or qualification under the preceding paragraph,  or an Underwritten Takedown
Request,  more than once in any  six-month  period and no sooner than six months
after the  completion of any prior demand  offering.  Without  limiting  Moore's
obligation to effect any Demand Filing or Underwritten Takedown Request pursuant
to this Section 2 and to pay for any and all  Registration  Expenses  associated
therewith (as provided in Section 5 hereof), a registration and/or qualification
or Underwritten  Takedown Request requested pursuant to this Section 2 shall not
be counted as a Demand Filing  Statement  for purposes of the first  sentence of
Section 2(a) if the GSC Investors have not been able to sell at least 50% of the
Subject  Securities  requested  to  be  included  in  such  registration  and/or
qualification or Underwritten  Takedown  Request.  In addition,  a Demand Filing
Statement  shall not be deemed to have been  effected (i) unless a  registration
statement  with  respect  thereto  has been  declared  effective  by the SEC and
remains  effective in compliance  with the  provisions of the  Securities Act or
unless a receipt  or  receipts  for a final  Canadian  Prospectus  with  respect
thereto has been issued by all applicable  Canadian  Regulatory  Authorities and
such prospectus  remains in compliance  with Canadian  Securities Laws until the
earlier of (x) such time as all of the Subject  Securities  covered thereby have
been  disposed  of  in  accordance  with  such  registration   statement  and/or
prospectus  and (y) in the case of any Shelf  Registration,  2 years (subject to
extension at the request of the GSC  Investors if all of the Subject  Securities
covered  thereby  have  not been  disposed  of in  accordance  with  such  Shelf
Registration) after the date on which the staff of the SEC has indicated that it
is satisfied with the  registration  statement and all responses to its comments
and that it is prepared upon the proper filing of a pricing amendment to declare
the  registration  statement  effective,  or in the case of a Canadian  Shelf, 2
years after the date on which a receipt or receipts for a final  Canadian  Shelf
have been issued by the applicable  Canadian  Regulatory  Authorities,  (ii) if,
after the registration statement with respect thereto has become effective, or




                                       -6-
<PAGE>



a receipt or receipts for such prospectus have been issued, such registration or
prospectus  is interfered  with by any stop order,  injunction or other order or
requirement of the SEC or other  governmental or regulatory  agency  including a
Canadian regulatory  authority or court for any reason other than a violation of
applicable law by the GSC Investors and has not thereafter  become  effective or
(iii) if, in the case of an  underwritten  offering,  the  conditions to closing
specified  in the  underwriting  agreement  to which  Moore  is a party  are not
satisfied, other than by reason of any breach or failure by the GSC Investors or
any other holder; PROVIDED, that if such demand occurs during a Black Out Period
(as defined below) or other period (not to exceed 90 days) during which Moore is
prohibited  or  restricted  from filing a  registration  statement or a Canadian
Prospectus  pursuant to any  underwriting or purchase  agreement  relating to an
underwritten  Rule 144A offering or registered or qualified  public  offering of
securities in which the GSC Investors were offered piggy-back rights pursuant to
Section 3 (a "LOCK UP  PERIOD"),  Moore shall  notify the GSC  Investors  of the
basis  therefore  and shall not be required to notify the holders of any Subject
Securities  of such  demand  or file such  Registration  Statement  or  Canadian
Prospectus  prior to the end of the Black Out Period or Lock Up  Period,  as the
case may be, in which  event,  Moore will file such  Registration  Statement  or
Canadian  Prospectus  no later than the later of (a) 120 days after the original
demand  and (B) 60 days after the end of the Black Out Period or Lock Up Period,
as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of
any  Registration  Statement  and/or Canadian  Prospectus (and, in the case of a
Pending  Event  Suspension  Period  only,   suspend  the  effectiveness  of  any
registration or  qualification,  suspend the use of any Prospectus and shall not
be required  to amend or  supplement  the  Registration  Statement,  any related
Prospectus  or any document  incorporated  therein by  reference  (other than an
effective  Registration  Statement  or  Canadian  Prospectus  being  used  in an
underwritten  offering))  (I) for a period not to exceed an aggregate of 75 days
hereunder (a "PENDING EVENT  SUSPENSION  PERIOD") in the event that (1) an event
or circumstance  occurs and is continuing  that has not been publicly  disclosed
and, if not disclosed in the Registration  Statement,  any related Prospectus or
any document  incorporated  therein by reference as then amended or supplemented
would, in the good faith reasonable  judgment of the Board of Directors of Moore
(the "BOARD"), result in the Registration Statement, and any related Prospectus,
or Canadian  Prospectus or any such document containing an untrue statement of a
material  fact or  omitting  to state a  material  fact  required  to be  stated
therein,  or necessary in order to make the statements  therein, in the light of
the  circumstances  under which they were made, not  misleading,  and (2) in the
good faith judgment of the Board, after consultation with its outside securities
counsel,  Moore has a bona fide  business  purpose for not then  disclosing  the
existence  of such event or  circumstance  or (II) for a period not to exceed an
aggregate of 120 days hereunder, in the event that Moore, for its own account or
the account of others, has pending or is currently engaged in the process of and
proposes to register Common Shares for sale in an  underwritten  public offering
on Form S-1,  S-2 or S-3,  their  successor  forms or any other  form  under the
Securities Act  appropriate  for a public  offering of such  securities of Moore
(other than a registration on Form S-8), or in an  underwritten  public offering
pursuant to a Canadian Prospectus,  in each case in an offering in which the GSC
Investors have been or will be offered  piggy-back  rights pursuant to Section 3
(a


                                       -7-
<PAGE>



"PENDING  REGISTRATION  SUSPENSION  PERIOD") and,  together with a Pending Event
Suspension  Period, a "BLACK OUT PERIOD");  PROVIDED,  FURTHER,  that any period
suspended,  including the Effectiveness  Period, shall be extended by the number
of days in any Black Out Period occurring during such Period.

     (c) EFFECTIVENESS. Moore agrees to use its reasonable best efforts to cause
each such Demand Filing Statement to be declared effective by (i) the SEC and/or
(ii) the  applicable  Canadian  Regulatory  Authorities,  as the case may be, as
promptly  as is  practicable  and in any event  within 60  calendar  days  after
filing, and to keep it continuously effective for a period of 180 days following
the dates on which each such Demand Filing  Statement is declared  effective and
60 calendar days  following the date on which a receipt or receipts are obtained
therefor  from the  applicable  Canadian  Regulatory  Authorities  or until  all
Subject Securities  included therein have been sold, if earlier and, in the case
of a Shelf  Registration  or a Canadian  Shelf,  for the periods  referred to in
clause  (i)(y)  of the last  sentence  of  Section  2(b) (in  either  case,  the
"EFFECTIVENESS PERIOD").

     (d)  PRIORITY OF  SECURITIES  IN DEMAND  FILINGS.  In  connection  with any
underwritten  Demand Filing, if the managing  underwriter or underwriters advise
Moore in writing that, in its or their reasonable opinion,  the inclusion of the
number of securities proposed to be sold exceeds the number which can be sold in
such  offering  at the  requested  price per share,  Moore will  include in such
registration  and/or  qualification  the  number  of  securities  which,  in the
reasonable opinion of such underwriter or underwriters,  can be sold as follows:
(i) first, the Subject Securities requested to be included in such Demand Filing
by the GSC  Investors;  (ii)  second,  the Subject  Securities  requested  to be
included in such Demand Filing, pro rata among the holders of Subject Securities
which have requested their Subject Securities to be included therein pursuant to
piggy-back registration rights; (iii) third, any Common Shares Moore proposes to
sell;  and (iv)  fourth,  other Common  Shares  requested to be included in such
Demand Filing.

     (e) SELECTION OF UNDERWRITERS. The GSC Investors shall have the right, with
respect to any Registration  Statement or final Canadian  Prospectus to be filed
as a result of a Demand  Filing,  to  determine  whether the sale of the Subject
Securities under such registration statement or prospectus shall be underwritten
or not, and any  managing  underwriter  or  underwriters  will be of  nationally
recognized standing in the applicable jurisdiction and which will be selected by
the GSC  Investors  with the  consent of Moore,  which will not be  unreasonably
withheld or delayed.

     (f)  REGISTRATION  STATEMENT  FORM.  Moore  shall  select the  Registration
Statement  form for any  registration  pursuant to this Section 2 provided  that
Moore shall use Form S-3 or F-3 or shall use a Canadian  short form  prospectus,
in each case if eligible to do so.

3. PIGGYBACK FILING RIGHTS.

     (a) RIGHTS TO PIGGYBACK. Subject to the last sentence of this Section 3(a),
if at any time  after the date  hereof,  Moore  proposes  to file  either  (i) a
registration  statement  under the Securities Act or (ii) a Canadian  Prospectus
under  Canadian  Securities  Laws (in either  case,  a "PROPOSED  FILING")  with
respect to any proposed  public  offering by Moore for its own account or



                                       -8-
<PAGE>



by any holders of Common Shares (or securities  convertible into or exchangeable
or exercisable for Common Shares) and the registration  form or prospectus to be
used may be used for the registration or qualification of the Subject Securities
(a "PIGGYBACK  FILING"),  Moore will give prompt written notice to the Investors
of its intention to effect such a registration or  qualification,  specifying if
such Piggyback Filing  contemplates an underwritten  offering,  and will use its
reasonable  best  efforts,  subject to Section  3(b)  below,  to include in such
Piggyback Filing all Subject Securities with respect to which Moore has received
written  request from the Investors for inclusion  therein  within 15 days after
receipt by the Investors of Moore's notice; PROVIDED;  HOWEVER, in the case of a
Piggyback  Filing in the form of a Shelf  Registration  and/or a Canadian  Shelf
requested  under  Section 2(a) of this  Agreement  or under  Section 2(a) of the
Existing  Registration  Rights  Agreement,  the  Investors  shall be entitled to
written  notice  of such  Piggyback  Filing  and to make a written  request  for
inclusion of all of their  Subject  Securities  therein for the sole purposes of
(i) selling such securities  thereunder in respect of an  Underwritten  Takedown
Request  pursuant  to Section  2(a) of this  Agreement  or  Section  2(a) of the
Existing  Registration  Rights Agreement and no other takedown requests and (ii)
selling such  securities  thereunder in block trades.  Subject  Securities  with
respect to which such  requests  for  registration  or  qualification  have been
received  will be  registered  or  qualified  by Moore and offered to the public
pursuant to this Section 3 on the same terms and subject to the same  conditions
applicable to the  registration or  qualification in a Proposed Filing of Common
Shares to be sold by Moore or by persons selling under such Proposed Filing.  In
no event shall Moore be required by any Investor requesting inclusion,  pursuant
to this Section  3(a),  of its Subject  Securities  in any  Piggyback  Filing to
reduce the number of securities  proposed to be sold by Moore or alter the terms
of the  securities  proposed to be sold by Moore in order to induce the managing
underwriter or  underwriters  to permit  Subject  Securities to be included in a
Proposed  Filing.  The GSC  Investors  will not be entitled  to include  Subject
Securities  pursuant to this Section 3(a) in any Registration  Statement on Form
S-4 or Form S-8 under the  Securities  Act (or any successor  form or equivalent
form applicable to Moore) or Canadian Prospectus  pertaining to the registration
or  qualification  by prospectus of any  securities of Moore in connection  with
mergers,   acquisitions,   exchange  offers,   subscription   offers,   dividend
reinvestment plans or stock options or other employee benefit plans.

     (b) PRIORITY ON  PIGGYBACK  FILINGS.  In  connection  with an  underwritten
Piggyback  Filing, if the managing  underwriter or underwriters  advise Moore in
writing that, in its or their reasonable opinion, the inclusion of the number of
securities  proposed to be registered or qualified  exceeds the number which can
be sold in such offering at the requested price per share, Moore will include in
such  registration  or  qualification  the number of  securities  which,  in the
reasonable opinion of such underwriter or underwriters,  can be sold as follows:
(i) first,  the Common  Shares Moore  proposes to sell for its own account or if
the  registration or  qualification is in response to a Demand Filing right of a
Person whose registration  rights exist as of the date hereof and require such a
priority   (including  those  registration   rights  under  Section  2  of  this
Agreement),  the securities  that the Person(s)  demanding such  registration or
qualification propose or proposes to sell to the extent of such a priority, (ii)
second,  to the extent  that any or all Subject  Securities  have not been given
priority  under the  immediately  preceding  clause (i) such  remaining  Subject
Securities requested to be included in such registration or qualification and


                                      -9-
<PAGE>


any securities requested to be included in such registration or qualification by
a Person  who  exercises  its  rights to have its  securities  included  in such
registration or qualification pursuant to this Agreement pro rata among them and
(iii) third,  other Common Shares requested to be included in such  registration
or qualification.

     (c) SELECTION OF  UNDERWRITERS.  If any Piggyback Filing is an underwritten
offering, Moore will select a managing underwriter or underwriters to administer
the offering,  which managing  underwriter or underwriters will be of nationally
recognized standing in the applicable jurisdictions.

     (d) EFFECTIVENESS. Moore agrees to use its reasonable best efforts to cause
each such Piggyback Filing to be declared  effective by the SEC and/or to have a
receipt  for a final  Canadian  Prospectus  issued  therefor  by the  applicable
Canadian  Regulatory  Authorities,  as the case may be,  within 60 calendar days
after  filing,  and to keep it  continuously  effective for a period of 120 days
following the dates on which each such Piggyback Filing is declared effective or
until all Subject Securities included therein have been sold, if earlier, and to
keep it  continuously  effective for a period of 60 days  following the dates on
which each such  Piggyback  Filing is qualified or until all Subject  Securities
included therein have been sold, if earlier.

     (e)  LOCK UP OF THE  INVESTORS.  If  Moore  has  complied  in all  material
respects  with its  obligation  with respect to a Demand  Filing or a Piggy-Back
Filing that is a firm commitment  underwritten  public offering,  each holder of
Subject  Securities,  upon the written  request of a managing  underwriter  with
respect to such  offering,  shall agree not to sell or otherwise  dispose of any
Subject  Securities  (other  than those  offered in the public  offering)  for a
period  not to exceed  90 days from the  consummation  of the  public  offering;
PROVIDED,  HOWEVER,  the  foregoing  shall not apply,  in the case of any Demand
Filing or a  Piggy-Back  Filing that is a firm  commitment  underwritten  public
offering  that is for the  account  of a selling  shareholder  of Moore,  to any
holder of Subject  Securities  who elects not to  participate  in such secondary
offering  due to the fact  that the  number  of  Subject  Securities  originally
requested by such holder to be included in such offering has been limited by the
operation of Section 2(d) or Section 3(b), as the case may be, to an amount that
is less than 50% of the total number of Subject Securities  originally requested
by such holder to be included in such offering.

4. REGISTRATION PROCEDURES.

     In connection with Moore's  obligation to (i) in the case of U.S.  Filings,
file  Registration  Statements or (ii) in the case of Canadian  filings,  obtain
receipts for Canadian  Prospectuses,  pursuant to Sections 2 or 3 hereof,  Moore
shall use its reasonable best efforts to effect such registration  and/or obtain
such a receipt or receipts for such  Canadian  Prospectus  to permit the sale of
such Subject  Securities  in accordance  with the intended  method or methods of
disposition thereof, and pursuant thereto Moore shall:

     (a) before 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 or Canadian Prospectus,  furnish to
(i), in connection with Moore's



                                      -10-
<PAGE>



obligations  pursuant to Section 2, the GSC  Investors,  or (ii),  in connection
with Moore's obligations pursuant to Section 3, the Investors,  and the managing
underwriters,  if any, copies of all such documents  proposed to be filed, which
documents  will be subject to the review and  comment of the GSC  Investors  and
such  managing  underwriters  and  their  respective  counsel,   making  Moore's
representatives  available for discussion of such document and make such changes
in such document prior to the filing thereof as counsel for the GSC Investors or
underwriters may reasonably  request,  and Moore shall not file any Registration
Statement or amendment  thereto or any Prospectus or any amendment or supplement
thereto  (including  such documents  incorporated by reference) to which the GSC
Investors or the Investors (as the case may be) or the managing underwriters, if
any, shall reasonably object on a timely basis;

     (b) other than  during a Black Out  Period,  prepare  and file with the SEC
and/or Canadian Regulatory Authorities, as the case may be, (i) in the case of a
U.S. Filing,  such amendments and post-effective  amendments to any Registration
Statement, and such supplements to the U.S. Prospectus,  and (ii) in the case of
a Canadian Filing, such amendments or supplements to a Canadian  Prospectus,  in
either such case,  as may be  reasonably  requested by the GSC  Investors or the
Investors (as the case may be) or any underwriter of Subject  Securities,  or as
may be required  by either (A) the  Securities  Act or any rules or  regulations
promulgated  thereunder  or  (B)  Canadian  Securities  Laws,  respectively,  or
otherwise necessary or advisable to keep the Registration  Statement or Canadian
Prospectus  effective  for the  applicable  period,  and provide  copies of such
document to counsel to the GSC  Investors or the  Investors (as the case may be)
and to the managing underwriters, if any;

     (c) (i) in the case of a U.S.  Filing,  cause the final U.S.  Prospectus as
supplemented  to be filed  pursuant to Rule 424 under the Securities Act if then
required by the  Securities  Act and (ii) in the case of a Canadian  Filing,  to
cause the preliminary  Canadian Prospectus to be cleared and obtain a receipt or
receipts for a final Canadian Prospectus under Canadian Securities Laws from the
applicable Canadian Regulatory Authorities;

     (d) comply with the  provisions  of (i) in the case of a U.S.  Filing,  the
Securities Act and (ii) in the case of a Canadian  Filing,  Canadian  Securities
Laws  with  respect  to  the  disposition  of all  securities  covered  by  such
Registration  Statement or Canadian  Prospectus,  as the case may be, during the
applicable  period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement, supplement to the U.S.
Prospectus or the Canadian Prospectus or amendments or supplements thereto;

     (e) notify promptly the GSC Investors or the Investors (as the case may be)
and the managing  underwriters,  if any,  and (if  requested by any such Person)
confirm such notification in writing:

               (1) when (i) in the case of a U.S. Filing, the U.S. Prospectus or
          any U.S.  Prospectus  supplement or post-effective  amendment has been
          filed,  and,  with  respect  to  the  Registration  Statement  or  any
          post-effective  amendment, when the same has become effective and (ii)
          in the case of a Canadian Filing, the Canadian Prospectus or any



                                      -11-
<PAGE>


               amendment or  supplement  thereto has been filed and when a final
          receipt or receipts for the same have been  obtained from the Canadian
          Regulatory Authorities, as the case may be,

               (2) of any request by (i) in the case of a U.S.  Filing,  the SEC
          or (ii) in the case of a  Canadian  Filing,  the  Canadian  Regulatory
          Authorities,   for   amendments  or  supplements  to  either  (A)  the
          Registration  Statement  or the U.S.  Prospectus  or (B) the  Canadian
          Prospectus,  as the case may be, or of any  request by such  Person or
          Persons for any additional information,

               (3) in the case of a U.S.  Filing,  of the issuance by the SEC of
          any  stop  order  suspending  the  effectiveness  of the  Registration
          Statement or the initiation or threatening of any proceedings for that
          purpose,

               (4) of the receipt by Moore of any  notification  with respect to
          the suspension of the qualification of the Subject Securities for sale
          in any  jurisdiction,  including the issuance of any cease-trade order
          with respect to any of the Subject Securities in any jurisdiction,  or
          the initiation or threatening of any proceeding for such purposes, and

               (5) of the  happening of any event or the  existence of any state
          of facts that  requires the making of any changes in either (i) in the
          case  of a  U.S.  Filing,  the  Registration  Statement  or  the  U.S.
          Prospectus  included therein or (ii) in the case of a Canadian Filing,
          the Canadian Prospectus, as the case may be, so that, as of such date,
          such (A)  Registration  Statement and U.S.  Prospectus or (B) Canadian
          Prospectus,  as the case  may be,  do or does not  contain  an  untrue
          statement of a material  fact and do not omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein (in the case of a  Prospectus,  in light of the  circumstances
          under which they were made) not misleading (which  notification  shall
          be accompanied by an instruction to the GSC Investors or the Investors
          (as the case may be) to suspend  the use of the  Prospectus  until the
          requisite changes have been made);

     (f) (i) in the case of a U.S.  Filing,  use its reasonable  best efforts to
prevent  the  issuance,  and if issued to obtain  the  withdrawal,  of any order
suspending  the  effectiveness  of the  Registration  Statement  at the earliest
possible time and (ii) in the case of a Canadian Filing, use its reasonable best
efforts to prevent the issuance, and if issued to obtain the withdrawal,  of any
cease-trade  order  with  respect  to the  Subject  Securities  at the  earliest
possible time;

     (g) if  reasonably  requested by the GSC Investors or the Investors (as the
case  may  be)  or  the  managing  underwriter,  immediately  incorporate  in  a
Prospectus  supplement or  post-effective  amendment such information as the GSC
Investors or the  Investors  (as the case may be) and the managing  underwriters
agree should be included therein relating to the sale of the Subject Securities,
including, without limitation, information with respect to the number of Subject
Securities  being  sold to such  underwriters,  the  purchase  price  being paid
therefor  by such  underwriters  and  with  respect  to any  other  terms of the
underwritten (or best efforts  underwritten)  offering of the Subject Securities
to be sold in such offering,  including the plan of



                                      -12-
<PAGE>




distribution  therefor;  and  make  all  required  filings  of  such  Prospectus
supplement or post-effective  amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;

     (h)  promptly  upon  receipt  but  reasonably  prior to the  filing  of any
document which is to be incorporated by reference into either (i) in the case of
a U.S. Filing, the Registration  Statement or the U.S. Prospectus (after initial
filing of the Registration  Statement) or (ii) in the case of a Canadian Filing,
the Canadian Prospectus (after initial filing of the first preliminary  Canadian
Prospectus),  as the case may be, (A) provide copies of such document to counsel
to the GSC  Investors or the  Investors (as the case may be) and to the managing
underwriters,  if any,  and  (B)  make  Moore's  representatives  available  for
discussion of such document and make such changes in such document  prior to the
filing  thereof as counsel for the GSC  Investors or the  Investors (as the case
may be) or the underwriters may reasonably request;

     (i)  furnish  to each GSC  Investor  or  Investor  (as the case may be) and
managing  underwriter,  without charge, at least two signed copies of (i) in the
case  of a U.S.  Filing,  the  Registration  Statement  and  any  post-effective
amendment  thereto,  and (ii) in the case of a  Canadian  Filing,  the  Canadian
Prospectus  and any  amendment  or  supplement  thereto,  in  either  such  case
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits (including those incorporated by reference);

     (j) deliver to the GSC  Investors or the Investors (as the case may be) and
the  underwriters,  if any,  without  charge,  as many copies of the  Prospectus
(including each preliminary  Prospectus) and any amendment or supplement thereto
as such  Persons may  reasonably  request;  Moore  consents  (except  during the
continuance of any event  described in Section  4(e)(5) above) to the use of the
Prospectus  and any amendment or supplement  thereto by the GSC Investors or the
Investors (as the case may be) and the underwriters,  if any, in connection with
the offering and sale of the Subject  Securities  covered by the  Prospectus and
any amendment or supplement thereto;

     (k) in the  case  of a U.S.  Filing,  prior  to  any  offering  of  Subject
Securities pursuant to any Registration  Statement,  (i) Moore shall register or
qualify or cooperate  with the GSC  Investors or the  Investors (as the case may
be) and their counsel in connection with the  registration or  qualification  of
such Subject  Securities  for offer and sale under the  securities or "blue sky"
laws of such  jurisdictions of or within the United States of America as the GSC
Investors or the  Investors (as the case may be) or any  underwriter  reasonably
requests in writing,  (ii) keep such  registrations or  qualifications in effect
and comply with such laws so as to permit the continuance of offers and sales in
such  jurisdictions  for so long as may be necessary to enable the GSC Investors
or the Investors (as the case may be) or the managing  underwriters,  if any, to
complete  its  distribution  of Subject  Securities  pursuant to a  Registration
Statement,  and (iii) take any and all other  actions  necessary or advisable to
enable the disposition in such  jurisdictions of the Subject  Securities covered
by the Registration Statement;  PROVIDED;  HOWEVER, that in no event shall Moore
be  obligated  to  (A)  qualify  as a  foreign  corporation  or as a  dealer  in
securities  in any  jurisdiction  where it would not otherwise be required to so
qualify but for this



                                      -13-
<PAGE>



Section 4(k), or (B) file any general  consent to service of process in any such
jurisdiction where it is not as of the relevant date so subject;

     (l) cooperate  with the GSC Investors or the Investors (as the case may be)
and the managing underwriters,  if any, to facilitate the timely preparation and
delivery of certificates  representing Subject Securities to be sold pursuant to
the Registration Statement or the Canadian Prospectus, which certificates, if so
required  by any  securities  exchange  upon which any  Subject  Securities  are
listed,  shall  be  penned,   lithographed  or  engraved,  or  produced  by  any
combination of such methods,  on steel engraved borders,  and which certificates
shall  be  free  of any  restrictive  legends  and  in  such  denominations  and
registered  in such names as the GSC Investors or the Investors (as the case may
be) or the managing underwriters may request at least two business days prior to
the sale of Subject Securities pursuant to (i) in the case of a U.S. Filing, the
Registration Statement,  and (ii) in the case of a Canadian Filing, the Canadian
Prospectus;

     (m) use its reasonable best efforts to cause the Subject Securities covered
by the applicable Registration Statement or Canadian Prospectus, as the case may
be to be  registered  with or  approved by such other  governmental  agencies or
authorities of or within the United States of America or Canada, as the case may
be,  as may be  necessary  or  advisable  to  enable  the GSC  Investors  or the
Investors  (as  the  case  may be) or the  managing  underwriters,  if  any,  to
consummate the disposition of such Subject Securities;

     (n) if any fact contemplated by Section 4(e)(5) above shall exist, promptly
prepare a supplement  or  post-effective  amendment to (i) in the case of a U.S.
Filing, the Registration Statement or the related U.S. Prospectus or (ii) in the
case of a Canadian Filing, the Canadian  Prospectus,  as the case may be, or any
document  incorporated  therein by reference or file any other required document
so that, as thereafter  delivered to the  purchasers of the Subject  Securities,
the Prospectus  will not contain an untrue  statement of a material fact or omit
to state a material fact required to be stated  therein or necessary to make the
statements  therein not  misleading.  If Moore notifies the GSC Investors or the
Investors  (as the  case  may be) in  writing  of the  occurrence  of any  event
contemplated  by Section  4(e)(5) above,  the GSC Investors or the Investors (as
the case may be) agrees,  as a  consequence  of the  inclusion of any of the GSC
Investors' or the Investors'  (as the case may be) Subject  Securities in (A) in
the case of a U.S. Filing,  the Registration  Statement and (B) in the case of a
Canadian  Filing,  the Canadian  Prospectus,  as the case may be, forthwith upon
receipt of such written notice from Moore to suspend the use of such  Prospectus
until the requisite changes to the Prospectus have been made;

     (o) use all reasonable best efforts to cause the Subject Securities covered
by (i) in the case of a U.S. Filing, the Registration  Statement and (ii) in the
case of a Canadian Filing,  the Canadian  Prospectus,  as the case may be, to be
listed for quotation on, at the option of the GSC Investors or the Investors (as
the case may be) or the holder of Subject Securities,  (A) in the case of a U.S.
Filing, the New York Stock Exchange or, if the Common Shares are not then listed
on the New York Stock Exchange,  such other securities exchange on which similar
securities  issued by Moore are then listed in the United  States and (B) in the
case of a Canadian  Filing,  The Toronto Stock Exchange,  as the case may be, or
any other  stock  exchange  or trading  system on




                                      -14-
<PAGE>



which the Subject  Securities  primarily trade on or prior to the Effective Time
of (x) the Registration  Statement or (y) the Canadian  Prospectus,  as the case
may be;

     (p) enter into such  agreements  (including  an  underwriting  agreement in
form,  scope and  substance  as is  customary in  underwritten  offerings  and a
"market  stand-off" or  "blackout"  agreement for such period (not to exceed 180
days) as may be  reasonably  requested by the GSC Investors or the Investors (as
the case may be) and the managing underwriters,  if any) and take all such other
actions  in  connection  therewith  as may be  reasonably  requested  by the GSC
Investors or the Investors  (as the case may be) and the managing  underwriters,
if any, in order to expedite  or  facilitate  the  disposition  of such  Subject
Securities and in such connection,  whether or not an underwriting  agreement is
entered into and whether or not the offering is an underwritten offering:

          (1) make such  representations  and warranties to the GSC Investors or
     the Investors (as the case may be) and the  underwriters,  if any, in form,
     substance  and  scope  as  are  customarily  made  by  issuers  to  selling
     shareholders and underwriters in underwritten offerings;

          (2)  obtain  opinions  of  counsel  to Moore and  bring-downs  of such
     opinions (which counsel and opinions (in form,  scope and substance)  shall
     be  reasonably  satisfactory  to the GSC Investors or the Investors (as the
     case may be) and the managing  underwriters,  if any)  addressed to the GSC
     Investors or the  Investors (as the case may be) and the  underwriters,  if
     any,  covering:  (i) in the case of an underwritten  offering,  the matters
     customarily  covered in opinions  requested in  underwritten  offerings and
     such other matters as may be  reasonably  requested by the GSC Investors or
     the  Investors (as the case may be) and the  underwriters  (it being agreed
     that the matters to be covered shall include, without limitation, as of the
     date of the  opinion and as of the  Effective  Time of (A) in the case of a
     U.S.  Filing,  the  Registration  Statement  or most recent  post-effective
     amendment  thereto and (B) in the case of a Canadian  Filing,  the Canadian
     Prospectus  or most  recent  amendment  thereto,  as the  case  may  be,  a
     statement  as to the  absence  from (x) in the case of a U.S.  Filing,  the
     Registration  Statement  and the U.S.  Prospectus  and (y) in the case of a
     Canadian Filing, the Canadian Prospectus, in either such case including the
     documents  incorporated by reference  therein,  of an untrue statement of a
     material  fact or the  omission  of a material  fact  required to be stated
     therein or necessary to make the statements  therein not  misleading),  and
     (ii) in the case of offerings  not  involving an  underwriter,  the matters
     customarily covered in opinions requested in the type of offering involved,
     and,  in the case of (i) and (ii),  stating  that (I) in the case of a U.S.
     Filing,  the  Registration  Statement or (II) in the case of a U.S. Filing,
     the Canadian Prospectus complies,  as to form, with the requirements of the
     Securities Act and the Canadian Securities Laws, as the case may be;

          (3)  obtain  "cold  comfort"  letters  and  updates  thereof  from the
     independent  public  accountants  of Moore  (and,  if  necessary,  from the
     independent  public  accountants  of  any  Subsidiary  of  Moore  or of any
     business  acquired by Moore for which  financial


                                      -15-
<PAGE>


     statements and financial  data are, or are required to be,  included in (i)
     in the case of a U.S. Filing,  the  Registration  Statement and (ii) in the
     case of a Canadian Filing,  the Canadian  Prospectus)  addressed to the GSC
     Investors or the  Investors (as the case may be) and the  underwriters,  if
     any, such letters to be in customary form and covering  matters of the type
     customarily covered in "cold comfort" letters by underwriters in connection
     with underwritten offerings;

          (4) if an  underwriting  agreement is entered into, the same shall set
     forth  in  full  the  indemnification   and  contribution   provisions  and
     procedures  of  Section  6  hereof  with  respect  to  all  parties  to  be
     indemnified pursuant to Section 6 hereof; and

          (5) Moore shall  deliver such  documents  and  certificates  as may be
     reasonably requested by the GSC Investors or the Investors (as the case may
     be) and the  managing  underwriters,  if any,  to  evidence  the  continued
     validity of the  representations  and  warranties  made pursuant to Section
     4(p)(1) above and to evidence  compliance with any conditions  contained in
     the  underwriting  agreement  and/or other agreement or agreements  entered
     into by Moore.

The above  shall be done at each  closing  under  such  underwriting  or similar
agreement or as and to the extent required thereunder;

     (q) make available for inspection by the GSC Investors or the Investors (as
the case may be) and any underwriter  participating in any disposition  pursuant
to such (i) in the case of a U.S. Filing, Registration Statement and (ii) in the
case  of a  Canadian  Filing,  Canadian  Prospectus,  and  any  attorney  and/or
accountant  retained by the GSC  Investors or the Investors (as the case may be)
or such  underwriter,  all  pertinent  financial  and other  records,  pertinent
corporate  documents  and  properties of Moore and its  Subsidiaries,  cause the
officers,  directors,  agents and  employees  of Moore and its  Subsidiaries  to
supply all information in each case reasonably requested by the GSC Investors or
the  Investors  (as  the  case  may be) or any  such  underwriter,  attorney  or
accountant  in  connection  with  such  (A)  in  the  case  of  a  U.S.  Filing,
Registration  Statement  and (B) in the  case  of a  Canadian  Filing,  Canadian
Prospectus,  provide the GSC Investors or the Investors (as the case may be) and
any such underwriter,  attorney or accountant with  opportunities to discuss the
business of Moore and its Subsidiaries with Moore's officers and provide the GSC
Investors  or the  Investors  (as the  case  may be) and any  such  underwriter,
attorney or accountant with  opportunities  to discuss the business of Moore and
its  Subsidiaries  with the  independent  public  accountants who have certified
Moore's most recent  annual  financial  statements in each case, as is customary
for  similar  due  diligence   investigations;   PROVIDED,   that  any  records,
information or documents that are designated in writing by Moore, in good faith,
as confidential  shall be kept confidential by such Persons unless disclosure is
made in connection with a court  proceeding or required by law, or such records,
information or documents  become  available to the public generally or through a
third party without an accompanying obligation of confidentiality; and PROVIDED;
FURTHER,  that, if the foregoing  inspection  and  information  gathering  would
otherwise  disrupt  Moore's  conduct  of  its  business,   such  inspection  and
information  gathering shall, to the greatest extent possible, be coordinated



                                      -16-
<PAGE>



on behalf of the GSC  Investors  or the  Investors  (as the case may be) and the
other parties entitled thereto by one counsel designated by and on behalf of the
GSC Investors or the Investors (as the case may be) and other parties;

     (r) otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of (i) in the case of a U.S.  Filing,  the SEC and (ii) in
the case of a Canadian Filing, the applicable Canadian  Regulatory  Authorities,
as the case may be,  and,  in the case of a U.S.  Filing  only,  make  generally
available to its  securityholders  as soon as practicable,  but in any event not
later  than  eighteen  months  after  the  effective  date  of the  Registration
Statement  (as defined in Rule 158(c)  under the  Securities  Act),  an earnings
statement of Moore and its  Subsidiaries  complying  with  Section  11(a) of the
Securities Act and the rules and  regulations of the SEC thereunder  (including,
at the option of Moore, Rule 158);

     (s) in the case of a U.S.  Filing,  in the  event  that  any  broker-dealer
registered  under the Exchange Act shall be an  "affiliate"  (as defined in Rule
2720(b)(1)  of the NASD Rules (or any successor  provision  thereto) of Moore or
has a "conflict of interest"  (as defined in Rule  2720(b)(7)  of the NASD Rules
(or any successor  provision thereto) and such  broker-dealer  shall underwrite,
participate as a member of an underwriting  syndicate or selling group or assist
in  the  distribution  of  any  Subject  Securities  covered  by a  Registration
Statement,  whether as a holder of such Subject Securities or as an underwriter,
a  placement  or sales  agent or a broker  or  dealer  in  respect  thereof,  or
otherwise,   Moore  shall  assist  such  broker-dealer  in  complying  with  the
requirements of the NASD Rules, including, without limitation, by (i) engaging a
"qualified independent  underwriter" (as defined in Rule 2720(b)(15) of the NASD
Rules (or any successor  provision thereto) to participate in the preparation of
the registration statement or prospectus relating to such Subject Securities, to
exercise  usual  standards of due diligence in respect  thereto and to recommend
the public offering price of such Subject  Securities,  (ii)  indemnifying  such
qualified  independent  underwriter  to the  extent  of the  indemnification  of
underwriters  provided in Section 6 hereof, and (iii) providing such information
to such  broker-dealer  as may be  required in order for such  broker-dealer  to
comply with the requirements of the NASD Rules;

     (t) use its  reasonable  best  efforts to assist the GSC  Investors  or the
Investors  (as the case may be) and the  underwriters,  if any, in marketing the
Subject  Securities,  including causing its executive officers to participate in
such "road show"  presentations  and conference calls as may be customary in the
marketing of equity securities; PROVIDED; HOWEVEr; that the GSC Investors or the
Investors  (as the  case  may be)  shall  cause  the  managing  underwriters  or
placement  agents of any Subject  Securities to give such executives  reasonable
advance notice concerning the scheduling of any such presentation or call;

     (u) furnish to the GSC  Investors or the Investors (as the case may be) and
the underwriters,  if any, a reasonable number of copies of (i) in the case of a
U.S. Filing, the Registration  Statement or U.S. Prospectus  contemplated hereby
and (ii) in the case of a Canadian  Filing,  the Canadian  Prospectus,  or other
such documents as the GSC Investors or the Investors (as the case may be) or the
underwriters,  if any, may reasonably  request in order to facilitate the public
offering of the Subject Securities; and


                                      -17-
<PAGE>




     (v) take all other steps  necessary  or  advisable  to (i) in the case of a
U.S.  Filing,  effect  the  registration,  offering  and  sale  of  the  Subject
Securities covered by the Registration Statement or U.S. Prospectus contemplated
hereby and (ii) in the case of a Canadian Filing, effect the granting of a final
receipt  for a final  Canadian  Prospectus,  offering  and  sale of the  Subject
Securities covered by the Canadian Prospectus contemplated hereby.

     Moore may require the GSC  Investors or the  Investors (as the case may be)
to  furnish  to  Moore  such  information  regarding  the GSC  Investors  or the
Investors  (as the case may be) and the  distribution  of such  securities as is
required to be disclosed in (i) in the case of a U.S.  Filing,  the Registration
Statement or (ii) in the case of a Canadian Filing, the Canadian Prospectus,  as
the case may be.

     The  GSC  Investors  or the  Investors  (as the  case  may  be)  agrees  by
acquisition  of such Subject  Securities  that,  upon receipt of any notice from
Moore of the  happening of any event of the kind  described  in Section  4(e)(5)
hereof,  the GSC Investors or the Investors (as the case may be) will  forthwith
discontinue  disposition  of Subject  Securities  pursuant  to the  Registration
Statement  until  the GSC  Investors'  or the  Investors'  (as the  case may be)
receipt of the copies of the supplemented or amended Prospectus  contemplated by
Section 4(n) hereof,  or until it is advised in writing by Moore that the use of
the  Prospectus  may be resumed,  and has received  copies of any  additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by Moore, the GSC Investors or the Investors (as the case may be)
will deliver to Moore (at Moore's expense) all copies, other than permanent file
copies  then in the GSC  Investors'  or the  Investors'  (as  the  case  may be)
possession,  of the Prospectus  covering such Subject  Securities current at the
time of receipt of such notice;  PROVIDED,  that nothing in this paragraph shall
prohibit or restrict  the GSC  Investors or the  Investors  (as the case may be)
from effecting sales or transfers otherwise than under a Registration  Statement
or Canadian Prospectus.  In the event Moore shall give any such notice, the time
periods mentioned in Section 2(c) hereof shall be extended by the number of days
during the period  from and  including  the date of the giving of such notice to
and  including the date when the GSC Investors or the Investors (as the case may
be)  either  receives  the  copies of the  supplemented  or  amended  Prospectus
contemplated  by Section  4(n) hereof or is advised in writing by Moore that the
use of the Prospectus may be resumed.

5. REGISTRATION EXPENSES.

     (a) All expenses  incident to Moore's  performance of, or compliance  with,
this Agreement, including without limitation:

          (1) all  registration  and  filing  fees  (including  with  respect to
     filings required to be made with the New York Stock Exchange or The Toronto
     Stock Exchange or other national securities exchange);

          (2) (i) in the case of a U.S. Filing,  fees and expenses of compliance
     with  securities or blue sky laws of or within the United States of America
     (including  fees and  disbursements  of  counsel  for the  underwriters  or
     selling holders in connection with blue



                                      -18-
<PAGE>


     sky  qualifications  of the Subject  Securities and  determination of their
     eligibility  for  investment  under the laws of such  jurisdictions  as the
     managing  underwriters  or the GSC Investors may  designate) or (ii) in the
     case of a Canadian  Filing,  fees and expenses of compliance  with Canadian
     Securities  Laws  (including  fees and  disbursements  of  counsel  for the
     underwriters  or  selling  holders  in  connection  with the  obtaining  of
     receipts for the Canadian  Prospectus and  determination of the eligibility
     for  investment  of the Subject  Securities  under the laws of all Canadian
     provinces);

          (3)  printing,  messenger,   telephone,  delivery,   distribution  and
     reproduction expenses;

          (4) fees and  disbursements  of counsel  for Moore and all of the fees
     and  disbursements of counsel for the GSC Investors and all other Investors
     seeking  registration  (selected by the GSC  Investors  with respect to any
     Demand Filing and also  selected by the GSC  Investors  with respect to any
     Piggyback Filing,  unless the GSC Investors are not seeking registration in
     such Piggyback Filing, in which case such counsel shall be selected by such
     other  Investors  holding a  majority  of the  Subject  Securities  seeking
     registration),  including, without limitation, the expenses of any opinions
     required by or incident to such performance, and fees and disbursements for
     other advisors for the GSC Investors;

          (5)  fees  and  disbursements  of  all  independent  certified  public
     accountants of Moore (including the expenses of any special audit and "cold
     comfort" letters required by or incident to such performance);

          (6) fees and  disbursements  of underwriters  customarily  paid by the
     issuers or sellers of securities (excluding discounts,  commissions or fees
     of  underwriters,  selling brokers,  dealer managers or similar  securities
     industry   professionals  relating  to  the  distribution  of  the  Subject
     Securities  or legal  expenses  of any person  other than Moore and the GSC
     Investors);

          (7) fees and expenses of other Persons, including experts, retained by
     Moore; and

          (8) all  out-of-pocket  expenses and  disbursements  arising out of or
     related to any  marketing  efforts  undertaken  pursuant to Section 4(t) of
     this Agreement.

All such expenses (being herein called "REGISTRATION EXPENSES") will be borne by
Moore (to the extent permitted by applicable law), regardless whether (i) in the
case of a U.S. Filing,  the Registration  Statement becomes effective or (ii) in
the case of a Canadian Filing, a receipt is issued for the Canadian Prospectus.

     To the extent that any Registration Expenses are incurred,  assumed or paid
by the Investors or any  underwriter,  Moore shall reimburse such Person for the
full amount of the Registration  Expenses so incurred,  assumed or paid promptly
after receipt of a written request


                                      -19-
<PAGE>



therefor,  which shall specify in reasonable detail the nature and amount of the
Registration Expenses.

     Moore will, in any event,  pay its internal  expenses  (including,  without
limitation,  all salaries and expenses of its officers and employees  performing
legal or accounting duties),  the expense of any annual or special audit, rating
agency fees,  the fees and expenses  incurred in connection  with the listing of
the  securities to be registered  on each  securities  exchange on which similar
securities  issued by Moore are then  listed  and the fees and  expenses  of any
Person, including special experts, retained by Moore.

     (b) In connection with each (i) in the case of a U.S. Filing,  Registration
Statement  and  (ii) in the  case of a  Canadian  Filing,  Canadian  Prospectus,
required  hereunder,  (A) Moore shall not be responsible  for the payment of any
transfer taxes relating to the sale or disposition of the Subject  Securities by
the Investors or for any underwriting discounts and commissions  attributable to
the sale of Subject  Securities  by or on behalf of the  Investors and (B) Moore
(to the extent permitted by applicable law) will reimburse the Investors and the
holders of the Subject  Securities being registered  pursuant to a Demand Filing
or  Piggy-Back  Registration,   as  applicable,  for  the  reasonable  fees  and
disbursements  of not more than one counsel  chosen by the holders of a majority
of the Subject  Securities  for whose  benefit  such  Registration  Statement or
Prospectus is being filed.

6. INDEMNIFICATION.


     (a)  INDEMNIFICATION  BY  MOORE.  In  the  event  of  any  registration  of
securities  of Moore  under the  Securities  Act or  obtaining a receipt for any
Canadian Prospectus,  Moore shall indemnify and hold harmless (i) in the case of
any registration or prospectus  qualification of Subject  Securities  hereunder,
each  Investor,  its  Affiliates  and each  underwriter,  selling agent or other
securities  professional,  if any, which  facilitates the disposition of Subject
Securities,   and  each  of  the  respective  officers,   directors,   partners,
shareholders,  employees,  agents or other  representatives of such Investor and
its Affiliates,  and (ii) in the case of any registration  statement or Canadian
Prospectus of Moore,  each Investor,  its directors and officers and each Person
who controls or is controlled by each Investor  within the meaning of Section 15
of the  Securities Act or Section 20 of the Exchange Act (each such person being
sometimes  referred to as an "INDEMNIFIED  PERSON") from and against any and all
losses,  claims,  damages or,  liabilities and expenses  whatsoever  ("LOSSES"),
joint or several,  to which such Indemnified Person may become subject under the
Securities Act, Canadian  Securities Laws or otherwise,  insofar as such losses,
claims,  damages,  liabilities  and expenses  whatsoever  (or actions in respect
thereof)  arise out of or are based  upon (A) any  untrue  statement  or alleged
untrue  statement of a material fact  contained in any (x) in the case of a U.S.
Filing,  Registration  Statement  under which such Subject  Securities are to be
registered under the Securities Act, or any U.S. Prospectus contained therein or
any amendment or supplement thereto, and (y) in the case of a Canadian Filing, a
Canadian  Prospectus  under  which a receipt or receipts  may be obtained  under
applicable  Canadian Securities Laws, or any amendment or supplement thereto, or
(B) the omission or alleged  omission to state  therein a material fact required
to be stated therein or necessary to make



                                      -20-
<PAGE>



the  statements  therein  (in the  case of any  Prospectus  in the  light of the
circumstances  under  which they were  made) not  misleading,  and Moore  hereby
agrees to reimburse such Indemnified Person for any legal fees or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such action or claim as such  expenses are  incurred;  PROVIDED;  HOWEVER,  that
Moore shall not be liable to any such Indemnified Person in any such case to the
extent;  but only to the  extent  that  (I) any  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged  omission made in such  Registration  Statement
and/or Canadian Prospectus,  or amendment or supplement, in reliance upon and in
conformity  with  written  information  furnished  to Moore by such  Indemnified
Person  expressly for use therein (II) the foregoing  indemnity  with respect to
any untrue  statement  contained  in or omitted  from a  Registration  Statement
and/or a Canadian Prospectus shall not inure to the benefit of any party (or any
person  controlling  such party) who is  obligated  to deliver a  prospectus  in
transactions  in a security as to which a Registration  Statement has been filed
pursuant  to the  Securities  Act and from whom the  person  asserting  any such
Losses  purchased  any of the Subject  Securities to the extent that such Losses
resulted  from such party  having sold  Subject  Securities  to a person to whom
there was not sent or given,  at or prior to the  written  confirmation  of such
sale, a copy of the Registration Prospectus or a Canadian Prospectus, as amended
or supplemented,  and (1) the Company shall have previously and timely furnished
sufficient copies of the Registration Statement or a Canadian Prospectus,  as so
amended or supplemented, to such party in accordance with this Agreement and (2)
the  Registration  Statement  or  a  Canadian  Prospectus,   as  so  amended  or
supplemented,  would have  corrected  such  untrue  statement  or  omission of a
material fact.

     (b)  INDEMNIFICATION  BY THE INVESTORS AND ANY UNDERWRITERS.  Each Investor
and each other holder of Subject  Securities  agrees,  as a  consequence  of the
inclusion of any of such Investor's or such other holder's Subject Securities in
such (i) in the case of a U.S.  Filing,  Registration  Statement  or (ii) in the
case of a Canadian Filing,  Canadian Prospectus,  and each underwriter,  selling
agent  or  other  securities   professional,   if  any,  which  facilitates  the
disposition of Subject  Securities shall agree, as a consequence of facilitating
such  disposition  of Subject  Securities,  severally  and not  jointly,  to (A)
indemnify  and  hold  harmless  Moore,  its  directors,  officers  who  sign the
registration statement and each person, if any, who controls or is controlled by
Moore  within the meaning of Section 15 of the  Securities  Act or Section 20 of
the  Exchange  Act,  from  and  against  any and all  losses,  claims,  damages,
liabilities  and expenses  whatsoever  to which Moore or such other  persons may
become subject, under the Securities Act, Canadian Securities Laws or otherwise,
insofar as such losses, claims, damages, liabilities and expenses whatsoever (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in such (x) in the case
of a U.S. Filing, Registration Statement or U.S. Prospectus, or any amendment or
supplement,  and (y) in the case of a Canadian Filing,  Canadian Prospectus,  or
any amendment or  supplement,  or arise out of or are based upon the omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the  statements  therein (in the case of any  Prospectus in
the light of the  circumstances  under which they were made) not misleading,  in
each case to the extent,  but only to the extent,  that such untrue statement or
alleged  untrue  statement or omission or alleged  omission was made in reliance
upon and in  conformity  with  written  information



                                      -21-
<PAGE>



furnished to Moore by such Investor or such underwriter,  selling agent or other
securities  professional  expressly for use therein, and (B) reimburse Moore for
any legal or other  expenses  reasonably  incurred by Moore in  connection  with
investigating  or  defending  any such  action  or claim  as such  expenses  are
incurred, subject to the other limitations of this Section 6, including, without
limitation, the limitations under Section 6(e) hereof.

     (c) NOTICES OF CLAIMS,  ETC. Promptly after receipt by an indemnified party
under  subsection (a) or (b) above of notice of the  commencement of any action,
such  indemnified  party  shall,  if a claim in  respect  thereof  is to be made
against an  indemnifying  party under this  Section 6, notify such  indemnifying
party in writing of the commencement  thereof; but the omission so to notify the
indemnifying  party shall not relieve it from any liability which it may have to
any   indemnified   party  otherwise  than  under  this  Section  6  unless  the
indemnifying  party is materially  prejudiced  thereby.  In case any such action
shall  be  brought  against  any  indemnified  party  and  it  shall  notify  an
indemnifying party of the commencement thereof, such indemnifying party shall be
entitled to participate  therein and, to the extent that it shall wish,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof,  with counsel  reasonably  satisfactory to such indemnified  party (who
shall not, except with the consent of the indemnified party (which consent shall
not be unreasonably withheld or delayed), be counsel to the indemnifying party),
and, after notice from the indemnifying  party to such indemnified  party of its
election so to assume the defense thereof,  such indemnifying party shall not be
liable to such indemnified  party under this Section 6 for any legal expenses of
other counsel or any other expenses,  in each case subsequently incurred by such
indemnified  party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party,  effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or  threatened  action or
claim  in  respect  of  which  indemnification  or  contribution  may be  sought
hereunder  (whether or not the indemnified party is an actual or potential party
to such action or claim)  unless such  settlement,  compromise  or judgment  (i)
includes an  unconditional  release of the indemnified  party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault,  culpability  or a failure to act, by or on behalf of
any indemnified party.

     (d) CONTRIBUTION.  If the indemnification provided for in this Section 6 is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  indemnifying  party and
indemnified  party 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
such indemnifying  party or by such indemnified party, and the parties'



                                      -22-
<PAGE>



relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The parties hereto agree that it would not
be just and  equitable  if  contribution  pursuant  to this  Section  6(d)  were
determined by pro rata  allocation  (even if the Investors or any  underwriters,
selling agents or other securities  professionals or all of them were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable  considerations  referred to in this Section 6(d).
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be  deemed  to  include  any legal or other  fees or  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any such  action or  claim.  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 obligations of the Investors, any other holder of Subject
Securities   and  any   underwriters,   selling   agents  or  other   securities
professionals in this Section 6(d) to contribute shall be several (in proportion
to the percentage of Subject Securities registered or underwritten,  as the case
may be, by them) and not joint.

     (e) Notwithstanding any other provision of this Section 6, in no event will
either (i) any Investor or any other holder of Subject  Securities  selling such
securities pursuant to a Registration Statement or Canadian Prospectus hereunder
be liable to any Person under this  Section 6 or  otherwise  with respect to any
registration or prospectus  qualification hereunder for any amounts in excess of
the dollar  amount of the net proceeds to be received by such  Investor from the
sale of its Subject  Securities  (after  deducting any discounts and commissions
applicable  thereto,  but before deducting any expenses)  pursuant to any (A) in
the  case of a U.S.  Filing,  Registration  Statement  and (B) in the  case of a
Canadian Filing, Canadian Prospectus, under which such Subject Securities are to
be registered under the Securities Act or Canadian  Securities Laws, as the case
may be, or (ii) any underwriter,  selling agent or other securities professional
be liable to any Person  hereunder  for any  amounts in excess of the  discount,
commission or other compensation  payable to such underwriter,  selling agent or
other   securities   professional   with  respect  to  the  Subject   Securities
underwritten by it and distributed to the public.

     (f) The  obligations  of Moore under this Section 6 shall be in addition to
any liability which Moore may otherwise have to any  Indemnified  Person and the
obligations of any Indemnified  Person under this Section 6 shall be in addition
to any liability which such Indemnified  Person may otherwise have to Moore. The
remedies  provided in this Section 6 are not  exclusive  and shall not limit any
rights or remedies  that may otherwise be available to an  indemnified  party at
law or in equity.

7. RULE 144.


     Moore  covenants that it will timely file the reports  required to be filed
by it  under  the  Securities  Act  and the  Exchange  Act  and  the  rules  and
regulations  adopted by the SEC thereunder (or, if Moore is not required to file
such  reports,  it will,  upon the  request  of the GSC  Investors  or CLGI make
publicly  available  such  information  as necessary to permit sales



                                      -23-
<PAGE>


pursuant to Rule 144 under the  Securities  Act),  and it will take such further
action as the GSC Investors or CLGI may  reasonably  request,  all to the extent
required  from time to time to enable the GSC Investors and CLGI to sell Subject
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 similar  rule or  regulation
hereafter adopted by the SEC, including  providing any legal opinions.  Upon the
request of the GSC Investors or CLGI, Moore will deliver to the GSC Investors or
CLGI, as the case may be, a written statement as to whether it has complied with
such information and requirements.

8. APPROVAL FOR LISTING.

     Promptly  after the date  hereof and after any  subsequent  increase in the
number of Subject Securities, Moore shall take all necessary action to cause all
of the Subject Securities to be approved for listing, subject to official notice
of issuance,  on, at the election of the GSC Investors or such holder of Subject
Securities, either the New York Stock Exchange or The Toronto Stock Exchange, as
the case may be, or other  securities  exchange  or dealer  quotation  system on
which the Common Shares may then be listed or authorized for quotation.

9. TERM OF REGISTRATION RIGHTS.

     The rights of the GSC Investors and any other holder of Subject  Securities
with respect to the registration rights granted pursuant to this Agreement shall
remain in effect,  subject  to the terms  hereof,  so long as there are  Subject
Securities or  securities  which are  convertible  or  exchangeable  for Subject
Securities issued and outstanding.

10. FURTHER AGREEMENTS.

     (a) Moore will not file any registration statement under the Securities Act
or file a Canadian  Prospectus  under Canadian  Securities  Laws unless it shall
first have given to the GSC Investors and any other holder of Subject Securities
for so long as the GSC Investors or such other holder owns beneficially (as such
term is defined in the Exchange Act or Canadian Securities Laws, as the case may
be) 6.6% or more of the  Common  Shares of Moore at the time  outstanding  or is
otherwise  deemed to be a control  person under the  Securities  Act or Canadian
Securities  Law,  at least 10 days'  prior  written  notice  thereof  and, if so
requested by the GSC  Investors  or such other holder  within 10 days after such
notice,  the GSC  Investors  and such other holder shall have the right,  at any
time when, in the reasonable judgment of the GSC Investors or such other holder,
the GSC Investors or such holder is or might be deemed a  controlling  person of
Moore within the meaning of the Securities Act or Canadian  Securities Laws, (i)
to participate in the preparation and filing of each such registration statement
or  prospectus to the extent  provided in Section 4 hereof;  (ii) to receive the
documents  and notices  specified  in Section 4 hereof and to make the  requests
specified in Section 4 hereof;  (iii) to receive  signed copies of the documents
specified  in Section 4 hereof  addressed  to the GSC  Investors  and such other
holder;  and (iv) to require Moore to pay the fees and  disbursements of counsel
to the GSC Investors and such other holder which assists in such  participation.
If any such registration  statement or prospectus refers to the GSC Investors or
such other holder by name or otherwise as the holder



                                      -24-
<PAGE>


of any  securities of Moore,  then the GSC Investors and such other holder shall
have  the  right  (in  addition  to any  other  rights  it may have  under  this
Agreement) to require,  in the event that such reference to the GSC Investors or
such other holder, by name or otherwise is not required by the Securities Act or
Canadian  Securities Laws or any rules and regulations  promulgated  thereunder,
the deletion of the references to the GSC Investors and such other holder.

11. MISCELLANEOUS.

     (a) REMEDIES. The GSC Investors and any other holder of Subject Securities,
in addition to being entitled to exercise all rights provided herein and granted
by law, including recovery of damages,  will be entitled to specific performance
of its rights under this Agreement. Moore agrees that monetary damages would not
be adequate  compensation  for any loss  incurred by reason of a breach by it of
the  provisions of this  Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

     (b) REGISTRATION RIGHTS OF OTHER PERSONS. As of the date hereof,  Moore has
not granted to any Person the right to request a  registration  of securities of
Moore under the Securities Act and/or  Canadian  Securities Laws or the right to
be included as a selling  stockholder  in connection  with any  registration  of
Subject Securities, other than the Existing Registration Rights Agreement. Moore
may grant to any  Person  other  than the GSC  Investors  the right to request a
registration  of securities of Moore under the  Securities  Act and/or  Canadian
Securities  Laws  or the  right  to be  included  as a  selling  stockholder  in
connection with any registration of Subject Securities;  PROVIDED, HOWEVER, that
the granting of any such rights shall not conflict  with or otherwise  alter any
rights granted to the GSC Investors hereunder; and PROVIDED,  FURTHER, that this
Agreement  shall be amended to provide the GSC Investors and each of the holders
of Subject  Securities  with the benefit of any term in such  agreement  that is
more  favorable  than a term  herein.  The rights  granted to the GSC  Investors
hereunder  do not in any way  conflict  with and are not  inconsistent  with the
rights granted to the holders of Moore's securities under any other agreements.

     (c)  ADJUSTMENTS  AFFECTING  SUBJECT  SECURITIES.  Moore  will not take any
action,  or permit any change to occur,  with respect to the Subject  Securities
which would (i)  adversely  affect the ability of the GSC Investors or any other
holder  of  Subject   Securities  to  include  such  Subject   Securities  in  a
registration  undertaken pursuant to this Agreement or (ii) adversely affect the
marketability of such Subject Securities in any such registration.

     (d) AMENDMENTS AND WAIVERS.  This Agreement,  including this Section 11(d),
may be amended, and waivers or consents to departures from the provisions hereof
may be given,  only by a written  instrument  duly executed by Moore and the GSC
Investors  and each other holder of Subject  Securities.  Each holder of Subject
Securities  outstanding at the time of any such amendment,  waiver or consent or
thereafter shall be bound by any amendment,  waiver or consent effected pursuant
to this Section 11(d), whether or not any notice,  writing or marking indicating
such  amendment,  waiver or consent  appears  on the  Subject  Securities  or is
delivered to such holder.



                                      -25-
<PAGE>



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

                  Notices to the Corporation shall be addressed as follows:

                  Moore Corporation Limited
                  c/o Moore Executive Office
                  One Canterbury Green
                  Stamford, CT 06901
                  Attn.:  Chief Financial Officer
                  Fax:  (203) 406-3855

     Notices to the GSC Investors shall be addressed as set forth on SCHEDULE A.
with a copy to:

                  Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                  551 Fifth Avenue
                  New York, NY 10176
                  Attn.:  Mitchell S. Ames
                  Fax:  (212) 697-6686

                  Notices to CLGI shall be addressed as follows:

                  Chancery Lane/GSC Investors, L.P.
                   c/o MIC Investors, Inc.
                  c/o Mark Angelson
                  876 Park Avenue
                  New York, NY 10021

with a copy to:

                  Sullivan & Cromwell
                  125 Broad Street
                  New York, NY 10004
                  Attn.:  Robert W. Downes
                  Fax:  (212) 558-3588

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


                                      -26-
<PAGE>



     (f) PARTIES IN INTEREST;  BENEFITS OF REGISTRATION  RIGHTS.  The parties to
this  Agreement  intend that the GSC  Investors,  CLGI and their  successors and
permitted assigns holding Subject Securities, including, without limitation, any
current  or former  partner  of CLGI (or,  in the case of any  current or former
partner of CLGI that is itself a  partnership,  any partner of that  partnership
holding Subject  Securities),  shall be entitled to receive the benefits of this
Agreement  and that each such Person shall be bound by the terms and  provisions
of this  Agreement  by  reason  of its  election  with  respect  to the  Subject
Securities which are included in a Registration Statement or Canadian Prospectus
filed pursuant to the terms of this  Agreement.  All the terms and provisions of
this Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the respective  successors and assigns of the parties hereto.  In
the event that any  transferee  or  distributee  of any Investor  shall  acquire
Subject Securities,  in any manner permitted by the Debenture Purchase Agreement
or the Conversion  Inducement  Agreement,  whether by gift,  bequest,  purchase,
operation of law or otherwise,  the Investor and such  transferee or distributee
may,  without  any  further  writing  or action of any kind,  in the case of any
transferee or distributee of the GSC Investors,  jointly as to any Demand Filing
Statement  or  any  Underwritten  Takedown  Request,  and  in  the  case  of any
transferee  or  distributee  of  any  Investor,  including  the  GSC  Investors,
severally as to any Piggyback Filing, exercise the piggyback registration rights
hereunder  in  such  manner  and in  such  proportion  as to any  Demand  Filing
Statement  as set  forth  in  Section  3(a)  and,  if  any  such  transferee  or
distributee  of  the  GSC  Investors  or  any  other  Investor   exercises  such
registration rights, such transferee or distributee shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and  provisions of
this Agreement to the aforesaid extent.

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

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

     (i)  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without giving effect to any
provisions relating to conflicts of laws.

     (j) CURRENCY. Unless otherwise specified, all references to currency herein
are to lawful money of the United States of America.

     (k)  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  hereof  shall not be in any way impaired or affected
thereby,  it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


                                      -27-
<PAGE>


     (l) SURVIVAL.  The  respective  indemnities,  agreements,  representations,
warranties  and other  provisions  set forth in this  Agreement or made pursuant
hereto shall remain in full force and effect,  regardless  of any  investigation
(or any  statement  as to the results  thereof)  made by or on behalf of the GSC
Investors or any other holder of Subject Securities,  any director or officer of
the GSC  Investors  or any other  holder  of  Subject  Securities,  any agent or
underwriter,  any director, officer or partner of such agent or underwriter,  or
any controlling  person of any of the foregoing,  and shall survive the transfer
and  registration  of the Subject  Securities  by the GSC Investors or any other
holder of Subject Securities.

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

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -28-
<PAGE>


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


MOORE:                      MOORE CORPORATION LIMITED


                            By:  /s/ ROBERT B. LEWIS
                                 ------------------------------
                                 Name: Robert B. Lewis
                                 Title: Chief Financial Officer

GSC INVESTORS:              GREENWICH STREET CAPITAL PARTNERS II, L.P.

                            GSCP OFFSHORE FUND, L.P.

                            GREENWICH FUND, L.P.

                            GREENWICH STREET EMPLOYEES FUND, L.P.

                            TRV EXECUTIVE FUND, L.P.

                            By: Greenwich Street Investments II, L.L.C.,
                                its General Partner


                            By: /s/ MATTHEW KAUFMAN
                                -------------------------------
                                 Name:  Matthew Kaufman
                                 Title:  Managing Director


CLGI:                       CHANCERY LANE/GSC INVESTORS, L.P.

                            By: MIC Investors, Inc., its General Partner


                            By: /s/ MARK A. ANGELSON
                                -------------------------------
                                 Name: Mark A. Angelson
                                 Title: Secretary



<PAGE>


                                   SCHEDULE A

                                  GSC INVESTORS

NAME                                           ADDRESS
----                                           -------

Greenwich Street Capital Partners II, L.P.     c/o Greenwich Street
                                               Investments II, L.L.C.
                                               c/o GSC Partners
                                               12 East 49th Street, Suite 3200
                                               New York, NY 10017
                                               Attn.:   Matthew Kaufman,
                                                        Managing Director
                                               Fax:     212-884-6184

GSCP Offshore Fund, L.P.                       same as above

Greenwich Fund, L.P.                           same as above

Greenwich Street Employees Fund, L.P.          same as above

TRV Executive Fund, L.P.                       same as above