<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                                HAWK CORPORATION

                  $110,000,000 8-3/4% OF SENIOR NOTES DUE 2014

                          REGISTRATION RIGHTS AGREEMENT

                                                                November 1, 2004

JEFFERIES & COMPANY, INC.
520 Madison Avenue
12th Floor
New York, NY 10022

Ladies and Gentlemen:

      HAWK CORPORATION, a Delaware corporation (the "Company"), is issuing and
selling to JEFFERIES & COMPANY, INC. (the "Initial Purchaser"), upon the terms
set forth in the Purchase Agreement dated October 25, 2004, by and among the
Company, the Initial Purchaser and the Guarantors named therein (the "Purchase
Agreement"), $110,000,000 aggregate principal amount of 8-3/4% Senior Notes due
2014 issued by the Company (each, a "Note" and collectively, the "Notes"). As an
inducement to the Initial Purchaser to enter into the Purchase Agreement, the
Company and the Guarantors listed on the signature pages hereto agree with the
Initial Purchaser, for the benefit of the Holders (as defined below) of the
Notes (including, without limitation, the Initial Purchaser), as follows:

1.    DEFINITIONS

      Capitalized terms that are used herein without definition and are defined
in the Purchase Agreement shall have the respective meanings ascribed to them in
the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

      ADDITIONAL INTEREST: See Section 4(a).

      ADVICE: See Section 5(w).

      AGREEMENT: This Registration Rights Agreement, dated as of the Issue Date,
between the Company and the Initial Purchaser.

      APPLICABLE PERIOD: See Section 2(e).

      BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

      COMPANY: See the introductory paragraph to this Agreement.

<PAGE>

      DAY: Unless otherwise expressly provided, a calendar day.

      EFFECTIVENESS DATE: The 150th day after the Issue Date.

      EFFECTIVENESS PERIOD: See Section 3(a).

      EVENT DATE: See Section 4(b).

      EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

      EXCHANGE NOTES: 8-3/4% Senior Notes due 2014 of the Company, identical in
all material respects to the Notes, including the guarantees endorsed thereon,
except for references to series and restrictive legends.

      EXCHANGE OFFER: See Section 2(a).

      EXCHANGE REGISTRATION STATEMENT: See Section 2(a).

      FILING DATE: The 90th day after the Issue Date.

      GUARANTOR: Each subsidiary of the Company that guarantees the obligations
of the Company under the Notes and Indenture.

      HOLDER: Any registered holder of Registrable Notes.

      INDEMNIFIED PARTY: See Section 7(c).

      INDEMNIFYING PARTY and INDEMNIFYING PARTIES: See Section 7(c).

      INDENTURE: The Indenture, dated as of the Issue Date, among the Company,
the Guarantors and HSBC Bank USA, National Association, as trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms hereof.

      INITIAL PURCHASER: See the introductory paragraph to this Agreement.

      INITIAL SHELF REGISTRATION: See Section 3(a).

      INSPECTORS: See Section 5(o).

      ISSUE DATE: November 1, 2004

      LOSSES: See Section 7(a).

      NASD: National Association of Securities Dealers, Inc.

      NOTES: See the introductory paragraph to this Agreement.

                                       2
<PAGE>

      PARTICIPATING BROKER-DEALER: See Section 2(e).

      PERSON: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision
thereof, or other legal entity.

      PRIVATE EXCHANGE: See Section 2(f).

      PRIVATE EXCHANGE NOTES: See Section 2(f).

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

      PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.

      RECORDS: See Section 5(o).

      REGISTRABLE NOTES: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in the Exchange Offer, in each case, that may not be
sold without restriction under federal or state securities laws.

      REGISTRATION STATEMENT: Any registration statement of the Company and the
Guarantors filed with the SEC under the Securities Act (including, but not
limited to, the Exchange Registration Statement, the Shelf Registration and any
Subsequent Shelf Registration) that covers any of the Registrable Notes pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

      RULE 144: Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

      RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

      RULE 415: Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

                                       3
<PAGE>

      RULE 430A: Rule 430A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

      SEC: The Securities and Exchange Commission.

      SECURITIES: The Notes, the Exchange Notes and the Private Exchange Notes.

      SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

      SHELF NOTICE:  See Section 2(j).

      SHELF REGISTRATION:  See Section 3(b).

      SUBSEQUENT SHELF REGISTRATION:  See Section 3(b).

      TIA:  The Trust Indenture Act of 1939, as amended.

      TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

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

2.    EXCHANGE OFFER

      (a)   Unless the Exchange Offer would not be permitted by applicable laws
            or a policy of the SEC, the Company shall (and shall cause each
            Guarantor to) (i) prepare and file with the SEC no later than the
            Filing Date, a registration statement (the "Exchange Registration
            Statement") on an appropriate form under the Securities Act with
            respect to an offer (the "Exchange Offer") to the Holders of Notes
            to issue and deliver to such Holders, in exchange for the Notes, a
            like principal amount of Exchange Notes, (ii) use its best efforts
            to cause the Exchange Registration Statement to become effective no
            later than the Effectiveness Date, (iii) use its best efforts to
            keep the Exchange Registration Statement effective until the
            consummation of the Exchange Offer in accordance with its terms, and
            (iv) to commence the Exchange Offer and to issue on or prior to 30
            Business Days after the date on which the Exchange Registration
            Statement is declared effective, Exchange Notes in exchange for all
            Notes tendered prior thereto in the Exchange Offer. The Exchange
            Offer shall not be subject to any conditions, other than that the
            Exchange Offer does not violate applicable law or any applicable
            interpretation of the staff of the SEC.

      (b)   The Exchange Notes shall be issued under, and entitled to the
            benefits of, the Indenture or a trust indenture that is identical to
            the Indenture (other than such changes as are necessary to comply
            with any requirements of the SEC to effect or maintain the
            qualifications thereof under the TIA).

                                       4
<PAGE>

      (c)   Interest on the Exchange Notes and Private Exchange Notes will
            accrue from the last interest payment due date on which interest was
            paid on the Notes surrendered in exchange therefor or, if no
            interest has been paid on the Notes, from the date of original issue
            of the Notes. Each Exchange Note and Private Exchange Note shall
            bear interest at the rate set forth thereon; provided, that interest
            with respect to the period prior to the issuance thereof shall
            accrue at the rate or rates borne by the Notes from time to time
            during such period.

      (d)   The Company may require each Holder as a condition to participation
            in the Exchange Offer to represent (i) that any Exchange Notes
            received by it will be acquired in the ordinary course of its
            business, (ii) that at the time of the commencement and consummation
            of the Exchange Offer such Holder has not entered into any
            arrangement or understanding with any Person to participate in the
            distribution (within the meaning of the Securities Act) of the
            Exchange Notes in violation of the provisions of the Securities Act,
            (iii) that such Holder is not an "affiliate" of the Company within
            the meaning of Rule 405 of the Securities Act, or, if it is an
            "affiliate" of the Company, that it will comply with the
            registration and prospectus delivery requirements of the Securities
            Act to the extent applicable to it, (iv) if such Holder is not a
            broker-dealer, that it is not engaged in, and does not intend to
            engage in, the distribution of the Notes and (v) if such Holder is a
            Participating Broker-Dealer, that it will deliver a Prospectus in
            connection with any resale of the Exchange Notes.

      (e)   The Company shall (and shall cause each Guarantor to) include within
            the Prospectus contained in the Exchange Registration Statement a
            section entitled "Plan of Distribution" reasonably acceptable to the
            Initial Purchaser which shall contain a summary statement of the
            positions taken or policies made by the staff of the SEC with
            respect to the potential "underwriter" status of any broker-dealer
            that is the beneficial owner (as defined in Rule 13d-3 under the
            Exchange Act) of Exchange Notes received by such broker-dealer in
            the Exchange Offer for its own account in exchange for Notes that
            were acquired by it as a result of market-making or other trading
            activity (a "Participating Broker-Dealer"), whether such positions
            or policies have been publicly disseminated by the staff of the SEC
            or such positions or policies, in the judgment of the Initial
            Purchaser, represent the prevailing views of the staff of the SEC.
            Such "Plan of Distribution" section shall also allow, to the extent
            permitted by applicable policies and regulations of the SEC, the use
            of the Prospectus by all Persons subject to the prospectus delivery
            requirements of the Securities Act, including, to the extent so
            permitted, all Participating Broker-Dealers, and include a statement
            describing the manner in which Participating Broker-Dealers may
            resell the Exchange Notes. The Company shall use its best efforts to
            keep the Exchange Registration Statement effective and to amend and
            supplement the Prospectus contained therein, in order to permit such
            Prospectus to be lawfully delivered by all Persons subject to the
            prospectus delivery requirements of the Securities Act for such
            period of time as such Persons must comply with such requirements in
            order to resell the Exchange Notes (the "Applicable Period").

                                       5
<PAGE>

      (f)   If, upon consummation of the Exchange Offer, the Initial Purchaser
            holds any Notes acquired by it and having the status of an unsold
            allotment in the initial distribution, the Company (upon the written
            request from the Initial Purchaser) shall, simultaneously with the
            delivery of the Exchange Notes in the Exchange Offer, issue and
            deliver to the Initial Purchaser, in exchange (the "Private
            Exchange") for the Notes held by the Initial Purchaser, a like
            principal amount of Senior Notes that are identical to the Exchange
            Notes except for the existence of restrictions on transfer thereof
            under the Securities Act and securities laws of the several states
            of the United States (the "Private Exchange Notes") (and which are
            issued pursuant to the same indenture as the Exchange Notes). The
            Private Exchange Notes shall bear the same CUSIP number as the
            Exchange Notes.

      (g)   In connection with the Exchange Offer, the Company shall (and shall
            cause each Guarantor to):

            (i)   mail to each Holder a copy of the Prospectus forming part of
                  the Exchange Registration Statement, together with an
                  appropriate letter of transmittal that is an exhibit to the
                  Exchange Offer Registration Statement, and any related
                  documents;

            (ii)  keep the Exchange Offer open for not less than 20 Business
                  Days after the date notice thereof is mailed to the Holders
                  (or longer if required by applicable law)

            (iii) utilize the services of a depository for the Exchange Offer
                  with an address in the Borough of Manhattan, the City of New
                  York, which may be the Trustee or an affiliate thereof;

            (iv)  permit Holders to withdraw tendered Registrable Notes at any
                  time prior to the close of business, New York time, on the
                  last Business Day on which the Exchange Offer shall remain
                  open; and

            (v)   otherwise comply in all material respects with all applicable
                  laws.

      (h)   As soon as practicable after the close of the Exchange Offer or the
            Private Exchange, as the case may be, the Company shall (and shall
            cause each Guarantor to):

            (i)   accept for exchange all Registrable Notes validly tendered
                  pursuant to the Exchange Offer or the Private Exchange, as the
                  case may be, and not validly withdrawn;

            (ii)  deliver to the Trustee for cancellation all Registrable Notes
                  so accepted for exchange; and

            (iii) cause the Trustee to authenticate and deliver promptly to each
                  Holder tendering such Registrable Notes, Exchange Notes or
                  Private Exchange

                                       6
<PAGE>
                         Notes, as the case may be, equal in principal amount to
                         the Registrable Notes of such Holder so accepted for
                         exchange.

            (i)   The Exchange Notes and the Private Exchange Notes may be
                  issued under (i) the Indenture or (ii) an indenture identical
                  to the Indenture (other than such changes as are necessary to
                  comply with any requirements of the SEC to effect or maintain
                  the qualification thereof under the TIA), which in either
                  event will provide that the Exchange Notes will not be subject
                  to the transfer restrictions set forth in the Indenture, that
                  the Private Exchange Notes will be subject to the transfer
                  restrictions set forth in the Indenture, and that the Exchange
                  Notes, the Private Exchange Notes and the Notes, if any, will
                  be deemed one class of security (subject to the provisions of
                  the Indenture) and entitled to participate in any Guarantee
                  (as such terms are defined in the Indenture) on an equal and
                  ratable basis.

            (j)   If: (i) because of any change in law or in currently
                  prevailing interpretations of the staff of the SEC, the
                  Company is not permitted to effect the Exchange Offer (after
                  the Company has complied with the procedures set forth
                  herein); (ii) subsequent to the consummation of the Private
                  Exchange, any Holder of Private Exchange Notes so requests;
                  (iii) the Exchange Offer is not consummated within 30 Business
                  Days after the Effectiveness Date; or (iv) in the case of (A)
                  any Holder not permitted by applicable law or SEC policy to
                  participate in the Exchange Offer, (B) any Holder
                  participating in the Exchange Offer that receives Exchange
                  Notes that may not be sold without restriction under state and
                  federal securities laws (other than due solely to the status
                  of such Holder as an affiliate of the Company within the
                  meaning of the Securities Act) or (C) any broker-dealer that
                  holds Notes acquired directly from the Company or any of its
                  affiliates and, in each such case contemplated by this clause
                  (iv), and such Holder notifies the Company within six months
                  of consummation of the Exchange Offer; then the Company shall
                  promptly (and in any event within five Business Days) deliver
                  to the Holders (or in the case of an occurrence of any event
                  described in clause (iv) of this Section 2(j), to any such
                  Holder) and the Trustee notice thereof (the "Shelf Notice")
                  and shall file an Initial Shelf Registration pursuant to
                  Section 3.

3.    SHELF REGISTRATION

      If a Shelf Notice is delivered pursuant to Section 2(j), then this Section
3 shall apply to all Registrable Notes. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of Section 3 shall
apply solely with respect to (i) Notes held by any Holder thereof not permitted
to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that
acquired such Notes directly from the Company or any of its affiliates and (iii)
Exchange Notes that are not freely tradeable as contemplated by Section 2(j)(iv)
hereof, provided in each case that the relevant Holder has duly notified the
Company within six months of the Exchange Offer as required by Section 2(j)(iv).

      (a)   Initial Shelf Registration. The Company shall (and shall cause each
            Guarantor to), as promptly as practicable, file with the SEC a
            Registration Statement for an

                                       7
<PAGE>

            offering to be made on a continuous basis pursuant to Rule 415
            covering all of the Registrable Notes (the "Initial Shelf
            Registration"). If the Company (and any Guarantor) has not yet filed
            an Exchange Registration Statement, the Company shall (and shall
            cause each Guarantor to) file with the SEC the Initial Shelf
            Registration on or prior to the Filing Date and shall use its best
            efforts to cause such Initial Shelf Registration to be declared
            effective under the Securities Act on or prior to the Effectiveness
            Date. Otherwise, the Company shall (and shall cause each Guarantor
            to) file with the SEC the Initial Shelf Registration within 30 days
            of the delivery of the Shelf Notice and shall use its best efforts
            to cause such Shelf Registration to be declared effective under the
            Securities Act as promptly as practicable thereafter (but in no
            event more than 90 days after delivery of the Shelf Notice). The
            Initial Shelf Registration shall be on Form S-1 or another
            appropriate form permitting registration of such Registrable Notes
            for resale by Holders in the manner or manners reasonably designated
            by them (including, without limitation, one or more underwritten
            offerings). The Company and Guarantors shall not permit any
            securities other than the Registrable Notes to be included in any
            Shelf Registration. The Company shall (and shall cause each
            Guarantor to) use its best efforts to keep the Initial Shelf
            Registration continuously effective under the Securities Act until
            the date which is 24 months from the Issue Date (subject to
            extension pursuant to the last paragraph of Section 5(w) (the
            "Effectiveness Period"), or such shorter period ending when (i) all
            Registrable Notes covered by the Initial Shelf Registration have
            been sold in the manner set forth and as contemplated in the Initial
            Shelf Registration, (ii) a Subsequent Shelf Registration covering
            all of the Registrable Notes covered by and not sold under the
            Initial Shelf Registration or an earlier Subsequent Shelf
            Registration has been declared effective under the Securities Act or
            (iii) there cease to be any outstanding Registrable Notes.

      (b)   Subsequent Shelf Registrations. If the Initial Shelf Registration or
            any Subsequent Shelf Registration (as defined below) ceases to be
            effective for any reason at any time during the Effectiveness Period
            (other than because of the sale of all of the securities registered
            thereunder), the Company shall (and shall cause each Guarantor to)
            use its best efforts to obtain the prompt withdrawal of any order
            suspending the effectiveness thereof, and in any event shall within
            30 days of such cessation of effectiveness amend such Shelf
            Registration in a manner to obtain the withdrawal of the order
            suspending the effectiveness thereof, or file (and cause each
            Guarantor to file) an additional "shelf" Registration Statement
            pursuant to Rule 415 covering all of the Registrable Notes (a
            "Subsequent Shelf Registration"). If a Subsequent Shelf Registration
            is filed, the Company shall (and shall cause each Guarantor to) use
            its best efforts to cause the Subsequent Shelf Registration to be
            declared effective as soon as practicable after such filing and to
            keep such Subsequent Shelf Registration continuously effective for a
            period equal to the number of days in the Effectiveness Period less
            the aggregate number of days during which the Initial Shelf
            Registration or any Subsequent Shelf Registration was previously
            continuously effective. As used herein the term "Shelf Registration"
            means the Initial Shelf Registration and any Subsequent Shelf
            Registrations.

                                       8
<PAGE>

      (c)   Supplements and Amendments. The Company shall promptly supplement
            and amend any Shelf Registration if required by the rules,
            regulations or instructions applicable to the registration form used
            for such Shelf Registration, if required by the Securities Act, or
            if reasonably requested in writing by the Holders of a majority in
            aggregate principal amount of the Registrable Notes covered by such
            Shelf Registration or by any underwriter of such Registrable Notes.

      (d)   Provision of Information. No Holder of Registrable Notes shall be
            entitled to include any of its Registrable Notes in any Shelf
            Registration pursuant to this Agreement unless such Holder furnishes
            to the Company and the Trustee in writing, within 45 days after
            receipt of a written request therefor, such information as the
            Company and the Trustee after conferring with counsel with regard to
            information relating to Holders that would be required by the SEC to
            be included in such Shelf Registration or Prospectus included
            therein, may reasonably request for inclusion in any Shelf
            Registration or Prospectus included therein, and no such Holder
            shall be entitled to Additional Interest pursuant to Section 4
            hereof unless and until such Holder shall have provided such
            information.

4.    ADDITIONAL INTEREST

      (a)   The Company and each Guarantor acknowledges and agrees that the
            Holders of Registrable Notes will suffer damages if the Company or
            any Guarantor fails to fulfill its material obligations under
            Section 2 or Section 3 hereof and that it would not be feasible to
            ascertain the extent of such damages with precision. Accordingly,
            the Company and the Guarantors agree to pay additional cash interest
            on the Notes ("Additional Interest") under the circumstances and to
            the extent set forth below (each of which shall be given independent
            effect):

            (i)   if (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is filed with the SEC on or prior
                  to the Filing Date or (B) notwithstanding that the Company has
                  consummated or will consummate an Exchange Offer, the Company
                  is required to file an Initial Shelf Registration and such
                  Initial Shelf Registration is not filed on or prior to 30 days
                  of the delivery of a Shelf Notice, then commencing on the day
                  after either such required filing date, Additional Interest
                  shall accrue on the principal amount of the Notes over and
                  above any stated interest at a rate of 0.25% per annum for the
                  first 90 days immediately following each such filing date,
                  such Additional Interest rate increasing by an additional
                  0.25% per annum at the beginning of each subsequent 90-day
                  period;

            (ii)  if (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is declared effective by the SEC on
                  or prior to the Effectiveness Date or (B) notwithstanding that
                  the Company has consummated or will consummate an Exchange
                  Offer, the Company is required to file a Shelf Registration
                  and such Shelf Registration is not declared effective by the
                  SEC on or prior to the 90th day following the date

                                       9
<PAGE>

                  such Shelf Registration was filed, then, commencing on the day
                  after either such required effective date, Additional Interest
                  shall accrue on the principal amount of the Notes over and
                  above any stated interest at a rate of 0.25% per annum for the
                  first 90 days immediately following the Effectiveness Date,
                  such Additional Interest rate increasing by an additional
                  0.25% per annum at the beginning of each subsequent 90-day
                  period; or

            (iii) if (A) the Company has not exchanged Exchange Notes for all
                  Notes validly tendered in accordance with the terms of the
                  Exchange Offer on or prior to 30 Business Days after the
                  Effectiveness Date or (B) if applicable, a Shelf Registration
                  has been declared effective and such Shelf Registration ceases
                  to be effective at any time prior to the second anniversary of
                  the Issue Date (other than such time as all Notes have been
                  disposed of thereunder) and is not declared effective again
                  within 30 days, then Additional Interest shall accrue on the
                  Notes, over and above any stated interest, at a rate of 0.25%
                  per annum of the principal amount of such Notes commencing on
                  (x) the 31st Business Day after the Effectiveness Date, in the
                  case of (A) above, or (y) the day such Shelf Registration
                  ceases to be effective in the case of (B) above, such
                  Additional Interest rate increasing by an additional 0.25% per
                  annum at the beginning of each such subsequent 90-day period;

            provided, however, that Additional Interest will not accrue under
            more than one of the foregoing clauses (i), (ii) or (iii) at any one
            time; provided further, however, that the amount of Additional
            Interest accruing will not exceed 1.0% per annum; provided further,
            however, that (a) upon the filing of the Exchange Registration
            Statement or a Shelf Registration (in the case of clause (i) above),
            (b) upon the effectiveness of the Exchange Registration Statement or
            an Initial Shelf Registration (in the case of clause (ii) above), or
            (c) upon the exchange of Exchange Notes for all Notes tendered (in
            the case of clause (iii)(A) above), or upon the effectiveness of a
            Shelf Registration which had ceased to remain effective (in the case
            of clause (iii)(B) above), Additional Interest on the Notes as a
            result of such clause (or the relevant subclause thereof), as the
            case may be, shall cease to accrue.

      (b)   The Company shall notify the Trustee within 3 Business Days after
            each and every date on which an event occurs in respect of which
            Additional Interest is required to be paid (an "Event Date"). Any
            amounts of Additional Interest due pursuant to clause (a)(i),
            (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on
            the dates and in the manner provided in the Indenture and whether or
            not any cash interest would then be payable on such date, commencing
            with the first such semi-annual date occurring after any such
            Additional Interest commences to accrue. The amount of Additional
            Interest will be determined by multiplying the applicable Additional
            Interest rate by the principal amount of the Notes, multiplied by a
            fraction, the numerator of which is the number of days such
            Additional Interest rate was applicable during such period
            (determined on the

                                       10
<PAGE>

            basis of a 360-day year comprised of twelve 30-day months and, in
            the case of a partial month, the actual number of days elapsed), and
            the denominator of which is 360.

5.    REGISTRATION PROCEDURES

      In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company shall (and shall cause each Guarantor to)
effect such registrations to permit the sale of such securities covered thereby
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Company hereunder, the Company shall (and shall cause each Guarantor to):

      (a)   If (1) a Shelf Registration is filed pursuant to Section 3 or (2) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period relating thereto, before
            filing any Registration Statement or Prospectus or any amendments or
            supplements thereto the Company shall (and shall cause each
            Guarantor to), if requested, furnish to and afford the Holders of
            the Registrable Notes to be registered pursuant to such Shelf
            Registration Statement, each Participating Broker-Dealer, the
            managing underwriters, if any, and each of their respective counsel,
            a reasonable opportunity to review copies of all such documents
            (including copies of any documents to be incorporated by reference
            therein and all exhibits thereto) proposed to be filed (in each case
            at least 5 Business Days prior to such filing). The Company and each
            Guarantor shall not file any such Registration Statement or
            Prospectus or any amendments or supplements thereto in respect of
            which the Holders must provide information for the inclusion therein
            without the Holders being afforded an opportunity to review such
            documentation if the holders of a majority in aggregate principal
            amount of the Registrable Notes covered by such Registration
            Statement, or any such Participating Broker-Dealer, as the case may
            be, the managing underwriters, if any, or any of their respective
            counsel shall reasonably object in writing on a timely basis. A
            Holder shall be deemed to have reasonably objected to such filing if
            such Registration Statement, amendment, Prospectus or supplement, as
            applicable, as proposed to be filed, contains an untrue statement of
            a material fact or omits to state any material fact necessary to
            make the statements therein not misleading or fails to comply with
            the applicable requirements of the Securities Act.

      (b)   Provide an indenture trustee for the Registrable Notes, the Exchange
            Notes or the Private Exchange Notes, as the case may be, and cause
            the Indenture (or other indenture relating to the Registrable Notes)
            to be qualified under the TIA not later than the effective date of
            the first Registration Statement; and in connection therewith, to
            effect such changes to such indenture as may be required for such
            indenture to be so qualified in accordance with the terms of the
            TIA; and execute, and use its best efforts to cause such trustee to
            execute, all documents as may be

                                       11
<PAGE>

            required to effect such changes, and all other forms and documents
            required to be filed with the SEC to enable such indenture to be so
            qualified in a timely manner.

      (c)   Prepare and file with the SEC such pre-effective amendments and
            post-effective amendments to each Shelf Registration or Exchange
            Registration Statement, as the case may be, as may be necessary to
            keep such Registration Statement continuously effective for the
            Effectiveness Period or the Applicable Period, as the case may be;
            cause the related Prospectus to be supplemented by any Prospectus
            supplement required by applicable law, and as so supplemented to be
            filed pursuant to Rule 424 (or any similar provisions then in force)
            promulgated under the Securities Act; and comply with the provisions
            of the Securities Act and the Exchange Act applicable to them with
            respect to the disposition of all securities covered by such
            Registration Statement as so amended or in such Prospectus as so
            supplemented and with respect to the subsequent resale of any
            securities being sold by a Participating Broker-Dealer covered by
            any such Prospectus. The Company and each Guarantor shall not,
            during the Applicable Period, voluntarily take any action that would
            result in selling Holders of the Registrable Notes covered by a
            Registration Statement or Participating Broker-Dealers seeking to
            sell Exchange Notes not being able to sell such Registrable Notes or
            such Exchange Notes during that period, unless such action is
            required by applicable law, rule or regulation or permitted by this
            Agreement.

      (d)   Furnish to such selling Holders and Participating Broker-Dealers who
            so request in writing (i) upon the Company's receipt, a copy of the
            order of the SEC declaring such Registration Statement and any post
            effective amendment thereto effective, (ii) such reasonable number
            of copies of such Registration Statement and of each amendment and
            supplement thereto (in each case including any documents
            incorporated therein by reference and all exhibits), (iii) such
            reasonable number of copies of the Prospectus included in such
            Registration Statement (including each preliminary Prospectus) and
            each amendment and supplement thereto, and such reasonable number of
            copies of the final Prospectus as filed by the Company and each
            Guarantor pursuant to Rule 424(b) under the Securities Act, in
            conformity with the requirements of the Securities Act and each
            amendment and supplement thereto, and (iv) such other documents
            (including any amendments required to be filed pursuant to clause
            (c) of this Section), as any such Person may reasonably request in
            writing. Each of the Company and each Guarantor hereby consent to
            the use of the Prospectus by each of the selling Holders of
            Registrable Notes or each such Participating Broker-Dealer, as the
            case may be, and the underwriters or agents, if any, and dealers, if
            any, in connection with the offering and sale of the Registrable
            Notes covered by, or the sale by Participating Broker-Dealers of the
            Exchange Notes pursuant to, such Prospectus and any amendment or
            supplement thereto.

      (e)   If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period relating

                                       12
<PAGE>

            thereto, the Company shall notify in writing the selling Holders of
            Registrable Notes, or each such Participating Broker-Dealer, as the
            case may be, the managing underwriters, if any, and each of their
            respective counsel promptly (but in any event within 2 Business
            Days) (i) when a Prospectus or any Prospectus supplement or
            post-effective amendment has been filed, and, with respect to a
            Registration Statement or any post-effective amendment, when the
            same has become effective (including in such notice a written
            statement that any Holder may, upon request, obtain, without charge,
            one conformed copy of such Registration Statement or post-effective
            amendment including financial statements and schedules, documents
            incorporated or deemed to be incorporated by reference and
            exhibits), (ii) of the issuance by the SEC of any stop order
            suspending the effectiveness of a Registration Statement or of any
            order preventing or suspending the use of any Prospectus or the
            initiation of any proceedings for that purpose, (iii) if at any time
            when a Prospectus is required by the Securities Act to be delivered
            in connection with sales of the Registrable Notes the
            representations and warranties of the Company and any Guarantor
            contained in any agreement (including any underwriting agreement)
            contemplated by Section 5(n) hereof cease to be true and correct,
            (iv) of the receipt by the Company or any Guarantor of any
            notification with respect to the suspension of the qualification or
            exemption from qualification of a Registration Statement or any of
            the Registrable Notes or the Exchange Notes to be sold by any
            Participating Broker-Dealer for offer or sale in any jurisdiction,
            or the initiation or threatening of any proceeding for such purpose,
            (v) of the happening of any event, the existence of any condition of
            any information becoming known that makes any statement made in such
            Registration Statement or related Prospectus or any document
            incorporated or deemed to be incorporated therein by reference
            untrue in any material respect or that requires the making of any
            changes in, or amendments or supplements to, such Registration
            Statement, Prospectus or documents so that, in the case of the
            Registration Statement and the Prospectus, it will not contain any
            untrue statement of a material fact or omit to state any material
            fact required to be stated therein or necessary to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading, (vi) of any reasonable determination by
            the Company or any Guarantor that a post-effective amendment to a
            Registration Statement would be appropriate and (vii) of any request
            by the SEC for amendments to the Registration Statement or
            supplements to the Prospectus or for additional information relating
            thereto.

      (f)   Use its best efforts to prevent the issuance of any order suspending
            the effectiveness of a Registration Statement or of any order
            preventing or suspending the use of a Prospectus or suspending the
            qualification (or exemption from qualification) of any of the
            Registrable Notes or the Exchange Notes to be sold by any
            Participating Broker-Dealer, for sale in any jurisdiction, and, if
            any such order is issued, to use its best efforts to obtain the
            withdrawal of any such order at the earliest possible date.

                                       13
<PAGE>

      (g)   If (A) a Shelf Registration is filed pursuant to Section 3, (B) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period or (C) reasonably
            requested in writing by the managing underwriters, if any, or the
            Holders of a majority in aggregate principal amount of the
            Registrable Notes being sold in connection with an underwritten
            offering, (i) promptly incorporate in a Prospectus supplement or
            post-effective amendment such information or revisions to
            information therein relating to such underwriters or selling Holders
            as the managing underwriters, if any, or such Holders or any of
            their respective counsel reasonably request in writing to be
            included or made therein and (ii) make all required filings of such
            Prospectus supplement or such post-effective amendment as soon as
            practicable after the Company has received notification of the
            matters to be incorporated in such Prospectus supplements or
            post-effective amendment.

      (h)   Prior to any public offering of Registrable Notes or any delivery of
            a Prospectus contained in the Exchange Registration Statement by any
            Participating Broker-Dealer who seeks to sell Exchange Notes during
            the Applicable Period, use its best efforts to register or qualify,
            and to cooperate with the selling Holders of Registrable Notes or
            each such Participating Broker-Dealer, as the case may be, the
            underwriters, if any, and their respective counsel in connection
            with the registration or qualification (or exemption from such
            registration or qualification) of such Registrable Notes or Exchange
            Notes, as the case may be, for offer and sale under the securities
            or Blue Sky laws of such jurisdictions within the United States as
            any selling Holder, Participating Broker-Dealer or any managing
            underwriter or underwriters, if any, reasonably request in writing;
            provided that where Exchange Notes held by Participating
            Broker-Dealers or Registrable Notes are offered other than through
            an underwritten offering, each of the Company and each Guarantor
            agrees to cause its counsel to perform Blue Sky investigations and
            file any registrations and qualifications required to be filed
            pursuant to this Section 5(h), keep each such registration or
            qualification (or exemption therefrom) effective during the period
            such Registration Statement is required to be kept effective and do
            any and all other acts or things reasonably necessary or advisable
            to enable the disposition in such jurisdictions of the Exchange
            Notes held by Participating Broker-Dealers or the Registrable Notes
            covered by the applicable Registration Statement; provided that
            neither the Company nor any Guarantor shall be required to (A)
            qualify generally to do business in any jurisdiction where it is not
            then so qualified, (B) take any action that would subject it to
            general service of process in any such jurisdiction where it is not
            then so subject or (C) subject itself to taxation in any such
            jurisdiction where it is not then so subject.

      (i)   If (A) a Shelf Registration is filed pursuant to Section 3 or (B) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is requested to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period, cooperate

                                       14
<PAGE>

            with the selling Holders of Registrable Notes and the managing
            underwriter or underwriters, if any, to facilitate the timely
            preparation and delivery of certificates representing Registrable
            Notes to be sold, which certificates shall not bear any restrictive
            legends and shall be in a form eligible for deposit with The
            Depository Trust Company, and enable such Registrable Notes to be in
            such denominations and registered in such names as the managing
            underwriter or underwriters, if any, or Holders may reasonably
            request.

      (j)   Use its best efforts to cause the Registrable Notes covered by any
            Registration Statement to be registered with or approved by such
            governmental agencies or authorities as may be necessary to enable
            the seller or sellers thereof or the underwriter, if any, to
            consummate the disposition of such Registrable Notes, except as may
            be required solely as a consequence of the nature of such selling
            Holder's business, in which case the Company shall (and shall cause
            each Guarantor to) cooperate in all reasonable respects with the
            filing of such Registration Statement and the granting of such
            approvals; provided that neither the Company nor any existing
            Guarantor shall be required to (A) qualify generally to do business
            in any jurisdiction where it is not then so qualified, (B) take any
            action that would subject it to general service of process in any
            jurisdiction where it is not then so subject or (C) subject itself
            to taxation in any such jurisdiction where it is not then so
            subject.

      (k)   If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period, upon the occurrence of
            any event contemplated by paragraph 5(e)(v) or 5(e)(vi) hereof, as
            promptly as practicable, prepare and file with the SEC, at the
            expense of the Company and the Guarantors, a supplement or
            post-effective amendment to the Registration Statement or a
            supplement to the related Prospectus or any document incorporated or
            deemed to be incorporated therein by reference, or file any other
            required document so that, as thereafter delivered to the purchasers
            of the Registrable Notes being sold thereunder or to the purchasers
            of the Exchange Notes to whom such Prospectus will be delivered by a
            Participating Broker-Dealer, such 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, in light of the circumstances under which they were made,
            not misleading, and, if SEC review is required, use its best efforts
            to cause such post-effective amendment to be declared effective as
            soon as possible.

      (l)   Use its best efforts to cause the Registrable Notes covered by a
            Registration Statement to be rated with such appropriate rating
            agencies, if so requested in writing by the Holders of a majority in
            aggregate principal amount of the Registrable Notes covered by such
            Registration Statement or the managing underwriter or underwriters,
            if any.

                                       15
<PAGE>

      (m)   Prior to the initial issuance of the Exchange Notes, (i) provide the
            Trustee with one or more certificates for the Registrable Notes in a
            form eligible for deposit with The Depository Trust Company and (ii)
            provide a CUSIP number for the Exchange Notes.

      (n)   If a Shelf Registration is filed pursuant to Section 3, enter into
            such agreements (including an underwriting agreement in form, scope
            and substance as is customary in underwritten offerings of debt
            securities similar to the Notes, as may be appropriate in the
            circumstances) and take all such other actions in connection
            therewith (including those reasonably requested in writing by the
            managing underwriters, if any, or the Holders of a majority in
            aggregate principal amount of the Registrable Notes being sold) in
            order to expedite or facilitate the registration or the disposition
            of such Registrable Notes, and in such connection, whether or not an
            underwriting agreement is entered into and whether or not the
            registration is an Underwritten Registration, (i) make such
            representations and warranties to the Holders and the underwriters,
            if any, with respect to the business of the Company and its
            subsidiaries as then conducted, and the Registration Statement,
            Prospectus and documents, if any, incorporated or deemed to be
            incorporated by reference therein, in each case, in form, substance
            and scope as are customarily made by issuers to underwriters in
            underwritten offerings of debt securities similar to the Notes, as
            may be appropriate in the circumstances, and confirm the same if and
            when reasonably required; (ii) obtain an opinion of counsel to the
            Company and the Guarantors and updates thereof (which counsel and
            opinions (in form, scope and substance) shall be reasonably
            satisfactory to the managing underwriters, if any, and the Holders
            of a majority in aggregate principal amount of the Registrable Notes
            being sold), addressed to each selling Holder and each of the
            underwriters, if any, covering the matters customarily covered in
            opinions of counsel to the Company and the Guarantors requested in
            underwritten offerings of debt securities similar to the Notes, as
            may be appropriate in the circumstances; (iii) obtain "cold comfort"
            letters and updates thereof (which letters and updates (in form,
            scope and substance) shall be reasonably satisfactory to the
            managing underwriters) from the independent certified public
            accountants of the Company and the Guarantors (and, if necessary,
            any other independent certified public accountants of any subsidiary
            of the Company or of any business acquired by the Company for which
            financial statements and financial data are, or are required to be,
            included in the Registration Statement), addressed to each of the
            underwriters, such letters to be in customary form and covering
            matters of the type customarily covered in "cold comfort" letters in
            connection with underwritten offerings of debt securities similar to
            the Notes, as may be appropriate in the circumstances, and such
            other matters as reasonably requested in writing by the
            underwriters; and (iv) deliver such documents and certificates as
            may be reasonably requested in writing by the Holders of a majority
            in aggregate principal amount of the Registrable Notes being sold
            and the managing underwriters, if any, to evidence the continued
            validity of the representations and warranties of the Company and
            its subsidiaries made pursuant to clause (i) above and to evidence
            compliance with any conditions contained in the underwriting
            agreement or other similar agreement entered into by the Company or
            the Guarantor.

                                       16
<PAGE>

      (o)   If (1) a Shelf Registration is filed pursuant to Section 3, or (2) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period, make available for
            inspection by any selling Holder of such Registrable Notes being
            sold, or each such Participating Broker-Dealer, as the case may be,
            any underwriter participating in any such disposition of Registrable
            Notes, if any, and any attorney, accountant or other agent retained
            by any such selling Holder or each such Participating Broker-Dealer,
            as the case may be, or underwriter (collectively, the "Inspectors"),
            at the offices where normally kept, during reasonable business
            hours, all financial and other records and pertinent corporate
            documents of the Company and its subsidiaries (collectively, the
            "Records") as shall be reasonably necessary to enable them to
            exercise any applicable due diligence responsibilities, and cause
            the officers, directors and employees of the Company and its
            subsidiaries to supply all information reasonably requested in
            writing by any such Inspector in connection with such Registration
            Statement. Each Inspector shall agree in writing that it will keep
            the Records confidential and not disclose any of the Records unless
            (i) the disclosure of such Records is necessary to avoid or correct
            a misstatement or omission in such Registration Statement, (ii) the
            release of such Records is ordered pursuant to a subpoena or other
            order from a court of competent jurisdiction, (iii) the information
            in such Records is public or has been made generally available to
            the public other than as a result of a disclosure or failure to
            safeguard by such Inspector or (iv) disclosure of such information
            is, in the reasonable written opinion of counsel for any Inspector,
            necessary or advisable in connection with any action, claim, suit or
            proceeding, directly or indirectly, involving or potentially
            involving such Inspector and arising out of, based upon, related to,
            or involving this Agreement, or any transaction contemplated hereby
            or arising hereunder. Each selling Holder of such Registrable Notes
            and each such Participating Broker-Dealer will be required to agree
            that information obtained by it as a result of such inspections
            shall be deemed confidential and shall not be used by it as the
            basis for any market transactions in the securities of the Company
            unless and until such is made generally available to the public.
            Each Inspector, each selling Holder of such Registrable Notes and
            each such Participating Broker-Dealer will be required to further
            agree that it will, upon learning that disclosure of such Records is
            sought in a court of competent jurisdiction, give notice to the
            Company and, to the extent practicable, use its reasonable best
            efforts to allow the Company, at its expense, to undertake
            appropriate action to prevent disclosure of the Records deemed
            confidential at its expense.

      (p)   Comply with all applicable rules and regulations of the SEC and make
            generally available to the security holders of the Company with
            regard to any Applicable Registration Statement earning statements
            satisfying the provisions of section 11(a) of the Securities Act and
            Rule 158 thereunder (or any similar rule promulgated under the
            Securities Act) no later than 45 days after the end of any 12-month
            period (or 90 days after the end of any 12-month period if such
            period is a fiscal year) (i) commencing at the end of any fiscal
            quarter in which

                                       17
<PAGE>

            Registrable Notes are sold to underwriters in a firm commitment or
            best efforts underwritten offering and (ii) if not sold to
            underwriters in such an offering, commencing on the first day of the
            first fiscal quarter of the Company after the effective date of a
            Registration Statement, which statements shall cover said 12-month
            periods.

      (q)   Upon consummation of an Exchange Offer or Private Exchange, obtain
            an opinion of counsel to the Company and the Guarantors (in form,
            scope and substance reasonably satisfactory to the Initial
            Purchaser), addressed to the Trustee for the benefit of all Holders
            participating in the Exchange Offer or Private Exchange, as the case
            may be, to the effect that (i) the Company and the Guarantors have
            duly authorized, executed and delivered the Exchange Notes or the
            Private Exchange Notes, as the case may be, and the Indenture and
            (ii) the Exchange Notes or the Private Exchange Notes, as the case
            may be, and the Indenture constitute legal, valid and binding
            obligations of the Company and the Guarantors, enforceable against
            the Company and the Guarantors in accordance with their respective
            terms, except as such enforcement may be subject to customary United
            States and foreign exceptions.

      (r)   If the Exchange Offer or a Private Exchange is to be consummated,
            upon delivery of the Registrable Notes by the Holders to the Company
            and the Guarantors (or to such other Person as directed by the
            Company and the Guarantors) in exchange for the Exchange Notes or
            the Private Exchange Notes, as the case may be, the Company and the
            Guarantors shall mark, or cause to be marked, on such Registrable
            Notes that the Exchange Notes or the Private Exchange Notes, as the
            case may be, are being issued as substitute evidence of the
            indebtedness originally evidenced by the Registrable Notes; provided
            that in no event shall such Registrable Notes be marked as paid or
            otherwise satisfied.

      (s)   Cooperate with each seller of Registrable Notes covered by any
            Registration Statement and each underwriter, if any, participating
            in the disposition of such Registrable Notes and their respective
            counsel in connection with any filings required to be made with the
            NASD.

      (t)   Use its best efforts to cause all Securities covered by a
            Registration Statement to be listed on each securities exchange, if
            any, on which similar debt securities issued by the Company are then
            listed.

      (u)   Use its best efforts to take all other steps reasonably necessary to
            effect the registration of the Registrable Notes covered by a
            Registration Statement contemplated hereby.

      (v)   The Company may require each seller of Registrable Notes or
            Participating Broker-Dealer as to which any registration is being
            effected to furnish to the Company such information regarding such
            seller or Participating Broker-Dealer and the distribution of such
            Registrable Notes as the Company may, from time to time, reasonably
            request in writing. The Company may exclude from such

                                       18
<PAGE>

            registration the Registrable Notes of any seller who fails to
            furnish such information within a reasonable time (which time in no
            event shall exceed 45 days) after receiving such request. Each
            seller of Registrable Notes or Participating Broker-Dealer as to
            which any registration is being effected agrees to furnish promptly
            to the Company all information required to be disclosed in order to
            make the information previously furnished by such seller not
            materially misleading.

      (w)   Each Holder of Registrable Notes and each Participating
            Broker-Dealer agrees by acquisition of such Registrable Notes or
            Exchange Notes to be sold by such Participating Broker-Dealer, as
            the case may be, that, upon receipt of any notice from the Company
            of the happening of any event of the kind described in Section
            5(e)(2)(ii), 5(e)(2)(iii), 5(e)(2)(iv), 5(e)(2)(v), or 5(e)(2)(vi),
            such Holder will forthwith discontinue disposition of such
            Registrable Notes covered by a Registration Statement and such
            Participating Broker-Dealer will forthwith discontinue disposition
            of such Exchange Notes pursuant to any Prospectus and, in each case,
            forthwith discontinue dissemination of such Prospectus until such
            Holder's or Participating Broker-Dealer's receipt of the copies of
            the supplemented or amended Prospectus contemplated by Section 5(k),
            or until it is advised in writing (the "Advice") by the Company and
            the Guarantors that the use of the applicable Prospectus may be
            resumed, and has received copies of any amendments or supplements
            thereto and, if so directed by the Company and the Guarantors, such
            Holder or Participating Broker-Dealer, as the case may be, will
            deliver to the Company all copies, other than permanent file copies,
            then in such Holder's or Participating Broker-Dealer's possession,
            of the Prospectus covering such Registrable Notes current at the
            time of the receipt of such notice. In the event the Company and the
            Guarantors shall give any such notice, the Applicable Period shall
            be extended by the number of days during such periods from and
            including the date of the giving of such notice to and including the
            date when each Participating Broker-Dealer shall have received (x)
            the copies of the supplemented or amended Prospectus contemplated by
            Section 5(k) or (y) the Advice.

6.    REGISTRATION EXPENSES

      (a)   All fees and expenses incident to the performance of or compliance
            with this Agreement by the Company and the Guarantors shall be borne
            by the Company and the Guarantors, whether or not the Exchange Offer
            or a Shelf Registration is filed or becomes effective, including,
            without limitation, (i) all registration and filing fees, including,
            without limitation, (A) fees with respect to filings required to be
            made with the NASD in connection with any underwritten offering and
            (B) fees and expenses of compliance with state securities or Blue
            Sky laws as provided in Section 5(h) hereof (including, without
            limitation, reasonable fees and disbursements of counsel in
            connection with Blue Sky qualifications of the Registrable Notes or
            Exchange Notes and determination of the eligibility of the
            Registrable Notes or Exchange Notes for investment under the laws of
            such jurisdictions (x) where the Holders are located, in the case of
            the Exchange Notes,

                                       19
<PAGE>

            or (y) as provided in Section 5(h), in the case of Registrable Notes
            or Exchange Notes to be sold by a Participating Broker-Dealer during
            the Applicable Period)), (ii) printing expenses, including, without
            limitation, expenses of printing Prospectuses if the printing of
            Prospectuses is requested by the managing underwriter or
            underwriters, if any, or by the Holders of a majority in aggregate
            principal amount of the Registrable Notes included in any
            Registration Statement or by any Participating Broker-Dealer during
            the Applicable Period, as the case may be, (iii) messenger,
            telephone and delivery expenses incurred in connection with the
            performance of their obligations hereunder, (iv) fees and
            disbursements of counsel for the Company, the Guarantors and,
            subject to Section 6(b), the Holders, (v) fees and disbursements of
            all independent certified public accountants referred to in Section
            5 (including, without limitation, the expenses of any special audit
            and "cold comfort" letters required by or incident to such
            performance), (vi) rating agency fees and the fees and expenses
            incurred in connection with the listing of the Securities to be
            registered on any securities exchange, (vii) Securities Act
            liability insurance, if the Company and the Guarantors desire such
            insurance, (viii) fees and expenses of all other Persons retained by
            the Company and the Guarantors, (ix) fees and expenses of any
            "qualified independent underwriter" or other independent appraiser
            participating in an offering pursuant to Section 3 of Schedule E to
            the By-laws of the NASD, but only where the need for such a
            "qualified independent underwriter" arises due to a relationship
            with the Company and the Guarantors, (x) internal expenses of the
            Company and the Guarantors (including, without limitation, all
            salaries and expenses of officers and employees of the Company or
            the Guarantors performing legal or accounting duties), (xi) the
            expense of any annual audit, (xii) the fees and expenses of the
            Trustee and the Exchange Agent and (xiii) the expenses relating to
            printing, word processing and distributing all Registration
            Statements, underwriting agreements, securities sales agreements,
            indentures and any other documents necessary in order to comply with
            this Agreement.

      (b)   The Company and the Guarantors shall reimburse the Holders for the
            reasonable fees and disbursements of not more than one counsel
            chosen by the Holders of a majority in aggregate principal amount of
            the Registrable Notes to be included in any Registration Statement.
            The Company and the Guarantors shall pay all documentary, stamp,
            transfer or other transactional taxes attributable to the issuance
            or delivery of the Exchange Notes or Private Exchange Notes in
            exchange for the Notes; provided that the Company shall not be
            required to pay taxes payable in respect of any transfer involved in
            the issuance or delivery of any Exchange Note or Private Exchange
            Note in a name other than that of the Holder of the Note in respect
            of which such Exchange Note or Private Exchange Note is being
            issued. The Company and the Guarantors shall reimburse the Holders
            for fees and expenses (including reasonable fees and expenses of
            counsel to the Holders) relating to any enforcement of any rights of
            the Holders under this Agreement.

                                       20
<PAGE>

7.    INDEMNIFICATION

      (a)   Indemnification by the Company and the Guarantors. The Company and
            the Guarantors jointly and severally agree to indemnify and hold
            harmless each Holder of Registrable Notes, Exchange Notes or Private
            Exchange Notes and each Participating Broker-Dealer selling Exchange
            Notes during the Applicable Period, each Person, if any, who
            controls each such Holder (within the meaning of Section 15 of the
            Securities Act or Section 20(a) of the Exchange Act) and the
            officers, directors and partners of each such Holder, Participating
            Broker-Dealer and controlling person, to the fullest extent lawful,
            from and against any and all losses, claims, damages, liabilities,
            costs (including, without limitation, reasonable costs of
            preparation and reasonable attorneys' fees as provided in this
            Section 7) and expenses (including, without limitation, reasonable
            costs and expenses incurred in connection with investigating,
            preparing, pursuing or defending against any of the foregoing)
            (collectively, "Losses"), as incurred, directly or indirectly caused
            by, related to, based upon, arising out of or in connection with any
            untrue or alleged untrue statement of a material fact contained in
            any Registration Statement, Prospectus or form of prospectus, or in
            any amendment or supplement thereto, or in any preliminary
            prospectus, or any omission or alleged omission to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein, in light of the circumstances under which they
            were made, not misleading, but only to the extent, that such Losses
            are finally judicially determined by a court of competent
            jurisdiction in a final, unappealable order, except insofar as such
            Losses are solely based upon information relating to such Holder or
            Participating Broker-Dealer and furnished in writing to the Company
            and the Guarantors (or reviewed and approved in writing) by such
            Holder or Participating Broker-Dealer or their counsel expressly for
            use therein; provided, however, that the Company and the Guarantors
            will not be liable to any Indemnified Party (as defined below) under
            this Section 7 to the extent Losses were solely caused by an untrue
            statement or omission or alleged untrue statement or omission that
            was contained or made in any preliminary prospectus and corrected in
            the Prospectus or any amendment or supplement thereto if (i) the
            Prospectus does not contain any other untrue statement or omission
            or alleged untrue statement or omission of a material fact that was
            the subject matter of the related proceeding, (ii) any such Losses
            resulted from an action, claim or suit by any Person who purchased
            Registrable Notes or Exchange Notes which are the subject thereof
            from such Indemnified Party and (iii) it is established in the
            related proceeding that such Indemnified Party failed to deliver or
            provide a copy of the Prospectus (as amended or supplemented) to
            such Person with or prior to the confirmation of the sale of such
            Registrable Notes or Exchange Notes sold to such Person if required
            by applicable law, unless such failure to deliver or provide a copy
            of the Prospectus (as amended or supplemented) was a result of
            noncompliance by the Company with Section 5 of this Agreement. The
            Company and the Guarantors also agree to indemnify underwriters,
            selling brokers, dealer managers and similar securities industry
            professionals participating in the distribution, their officers,
            directors, agents and employees and each Person who controls such
            Persons (within the meaning of

                                       21
<PAGE>

            Section 5 of the Securities Act or Section 20(a) of the Exchange
            Act) to the same extent as provided above with respect to the
            indemnification of the Holders or the Participating Broker-Dealer.

      (b)   Indemnification by Holder. In connection with any Registration
            Statement, Prospectus or form of prospectus, any amendment or
            supplement thereto, or any preliminary prospectus in which a Holder
            is participating, such Holder shall furnish to the Company and the
            Guarantors in writing such information as the Company and the
            Guarantors reasonably request for use in connection with any
            Registration Statement, Prospectus or form of prospectus, any
            amendment or supplement thereto, or any preliminary prospectus and
            shall indemnify and hold harmless the Company, the Guarantors, their
            respective directors and each Person, if any, who controls the
            Company and the Guarantors (within the meaning of Section 15 of the
            Securities Act and Section 20(a) of the Exchange Act), and the
            directors, officers and partners of such controlling persons, to the
            fullest extent lawful, from and against all Losses arising out of or
            based upon any untrue or alleged untrue statement of a material fact
            contained in any Registration Statement, Prospectus or form of
            prospectus or in any amendment or supplement thereto or in any
            preliminary prospectus, or any omission or alleged omission to state
            therein a material fact required to be stated therein or necessary
            to make the statements therein, in the light of the circumstances
            under which they were made, not misleading to the extent, but only
            to the extent, that such losses are finally judicially determined by
            a court of competent jurisdiction in a final, unappealable order to
            have resulted solely from an untrue statement or alleged untrue
            statement of a material fact or omission or alleged omission of a
            material fact contained in or omitted from any information so
            furnished in writing by such Holder to the Company and the
            Guarantors expressly for use therein. Notwithstanding the foregoing,
            in no event shall the liability of any selling Holder be greater in
            amount than such Holder's Maximum Contribution Amount (as defined
            below).

      (c)   Conduct of Indemnification Proceedings. If any proceeding shall be
            brought or asserted against any Person entitled to indemnity
            hereunder (an "Indemnified Party"), such Indemnified Party shall
            promptly notify the party or parties from which such indemnity is
            sought (the "Indemnifying Party" or "Indemnifying Parties", as
            applicable) in writing; provided, that the failure to so notify the
            Indemnifying Parties shall not relieve the Indemnifying Parties from
            any obligation or liability except to the extent (but only to the
            extent) that it shall be finally determined by a court of competent
            jurisdiction (which determination is not subject to appeal) that the
            Indemnifying Parties have been prejudiced materially by such
            failure.

      The Indemnifying Party shall have the right, exercisable by giving written
notice to an Indemnified Party, within 20 Business Days after receipt of written
notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party

                                       22
<PAGE>

has agreed to pay such fees and expenses; or (2) the Indemnifying Party shall
have failed promptly to assume the defense of such proceeding or shall have
failed to employ counsel reasonably satisfactory to such Indemnified Party; or
(3) the named parties to any such proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party or any of its
affiliates or controlling persons, and such Indemnified Party shall have been
advised by counsel that there may be one or more defenses available to such
Indemnified Party that are in addition to, or in conflict with, those defenses
available to the Indemnifying Party or such affiliate or controlling person (in
which case, if such Indemnified Party notifies the Indemnifying Parties in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Parties, the Indemnifying Parties shall not have the right to
assume the defense and the reasonable fees and expenses of such counsel shall be
at the expense of the Indemnifying Party; it being understood, however, that,
the Indemnifying Party shall not, in connection with any one such proceeding or
separate but substantially similar or related proceedings in the same
jurisdiction, arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such Indemnified
Party).

      No Indemnifying Party shall be liable for any settlement of any such
proceeding effected without its written consent, which shall not be unreasonably
withheld, but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such proceeding, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

      (d)   Contribution. If the indemnification provided for in this Section 7
            is unavailable to an Indemnified Party or is insufficient to hold
            such Indemnified Party harmless for any Losses in respect of which
            this Section 7 would otherwise apply by its terms (other than by
            reason of exceptions provided in this Section 7), then each
            applicable Indemnifying Party, in lieu of indemnifying such
            Indemnified Party, shall have a joint and several obligation to
            contribute to the amount paid or payable by such Indemnified Party
            as a result of such Losses, in such proportion as is appropriate to
            reflect the relative fault of the Indemnifying Party, on the one
            hand, and such Indemnified Party, on the other hand, in connection
            with the actions, statements or omissions that resulted in such
            Losses as well as any other relevant equitable considerations. The
            relative fault of such Indemnifying Party, on the one hand, and
            Indemnified Party, on the other hand, shall be determined by
            reference to, among other things, whether any 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 Indemnified Party, and the parties' relative
            intent, knowledge, access to information and opportunity to correct
            or prevent any such statement or omission. The amount paid or
            payable by an Indemnified Party as a result of any Losses shall be
            deemed to include any

                                       23
<PAGE>

            legal or other fees or expenses incurred by such party in connection
            with any proceeding, to the extent such party would have been
            indemnified for such fees or expenses if the indemnification
            provided for in Section 7(a) or 7(b) was available to such party.

      The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 7(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "Maximum Contribution
Amount" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Notes or Exchange Notes over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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 Holders' obligations to contribute pursuant to this
Section 7(d) are several in proportion to the respective principal amount of the
Registrable Securities held by each Holder hereunder and not joint. The
Company's and the Guarantors' obligations to contribute pursuant to this Section
7(d) are joint and several.

      The indemnity and contribution agreements contained in this Section 7 are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

8.    RULES 144 AND 144A

      The Company covenants that it shall (a) file the reports required to be
filed by it (if so required) under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Registrable Notes,
make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may reasonably
request in writing, all to the extent required from time to time to enable such
Holder to sell Registrable Notes without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether it has complied with such information and requirements.

9.    UNDERWRITTEN REGISTRATIONS OF REGISTRABLE NOTES

      If any of the Registrable Notes covered by any Shelf Registration is to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Notes
included in such offering; provided, however, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Company.

                                       24
<PAGE>

      No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

10.   MISCELLANEOUS

      (a)   Remedies. In the event of a breach by either the Company or any of
            the Guarantors of any of their respective obligations under this
            Agreement, each Holder, in addition to being entitled to exercise
            all rights provided herein, in the Indenture or, in the case of the
            Initial Purchaser, in the Purchase Agreement, or granted by law,
            including recovery of damages, will be entitled to specific
            performance of its rights under this Agreement. The Company and the
            Guarantors agree that monetary damages would not be adequate
            compensation for any loss incurred by reason of a breach by either
            the Company or any of the Guarantors of any of the provisions of
            this Agreement and hereby further agree that, in the event of any
            action for specific performance in respect of such breach, the
            Company shall (and shall cause each Guarantor to) waive the defense
            that a remedy at law would be adequate.

      (b)   No Inconsistent Agreements. The Company and each of the Guarantors
            have not entered, as of the date hereof, and the Company and each of
            the Guarantors shall not enter, after the date of this Agreement,
            into any agreement with respect to any of its securities that is
            inconsistent with the rights granted to the Holders of Securities in
            this Agreement or otherwise conflicts with the provisions hereof.
            The Company and each of the Guarantors have not entered and will not
            enter into any agreement with respect to any of its securities that
            will grant to any Person piggy-back rights with respect to a
            Registration Statement.

      (c)   Adjustments Affecting Registrable Notes. The Company shall not,
            directly or indirectly, take any action with respect to the
            Registrable Notes as a class that would adversely affect the ability
            of the Holders to include such Registrable Notes in a registration
            undertaken pursuant to this Agreement.

      (d)   Amendments and Waivers. The provisions of this Agreement may not be
            amended, modified or supplemented, and waivers or consents to
            departures from the provisions hereof may not be given, otherwise
            than with the prior written consent of the Holders of not less than
            a majority in aggregate principal amount of the then outstanding
            Registrable Notes in circumstances that would adversely affect any
            Holders of Registrable Notes; provided, however, that Section 7 and
            this Section 10(d) may not be amended, modified or supplemented
            without the prior written consent of each Holder. Notwithstanding
            the foregoing, a waiver or consent to depart from the provisions
            hereof with respect to a matter that relates exclusively to the
            rights of Holders of Registrable Notes whose securities are being
            tendered pursuant to the Exchange Offer or sold pursuant to a Notes

                                       25
<PAGE>

            Registration Statement and that does not directly or indirectly
            affect, impair, limit or compromise the rights of other Holders of
            Registrable Notes may be given by Holders of at least a majority in
            aggregate principal amount of the Registrable Notes being tendered
            or being sold by such Holders pursuant to such Notes Registration
            Statement.

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

            (i)   if to a Holder of Securities or to any Participating
                  Broker-Dealer, at the most current address of such Holder or
                  Participating Broker-Dealer, as the case may be, set forth on
                  the records of the registrar of the Notes, with a copy in like
                  manner to the Initial Purchaser as follows:

                                    Jefferies & Company, Inc.
                                    520 Madison Avenue
                                    12th Floor
                                    New York, NY 10022

                                    with a copy to:

                                    Mayer, Brown, Rowe & Maw LLP
                                    1675 Broadway
                                    New York, New York  10019
                                    Facsimile No.: (212) 262-1910
                                    Attention: Ronald S. Brody, Esq.

            (ii)  if to the Initial Purchaser, at the address specified in
                  Section 10(e)(1);

            (iii) if to the Company or the Guarantors as follows:

                           Hawk Corporation
                           200 Public Square, Suite 1500
                           Cleveland, Ohio 44114-2301
                           Attn: Vice President - Finance

                           with a copy to:

                           Kohrman Jackson & Krantz P.L.L.
                           1375 East Ninth Street
                           One Cleveland Center
                           20th Floor
                           Cleveland, Ohio 44114-1793
                           Attention: Marc C. Krantz, Esq.

      All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the United

                                       26
<PAGE>

States mail, postage prepaid, if mailed, one business day after being deposited
in the United States mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier guaranteeing overnight
delivery; and when receipt is acknowledged by the addressee, if telecopied.

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

(f)   Successors and Assigns. This Agreement shall inure to the benefit of and
      be binding upon the successors and assigns of each of the parties hereto,
      including, without limitation and without the need for an express
      assignment, subsequent Holders of Securities.

(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; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THE
      VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND
      CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
      MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW. EACH OF THE COMPANY AND EACH GUARANTOR HEREBY EXPRESSLY
      AND IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE
      FEDERAL AND STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
      OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY; AND (II) WAIVES (A)
      ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
      THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF
      CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
      ACTIONS OF THE INITIAL PURCHASER AND FOR ANY COUNTERCLAIM RELATED TO ANY
      OF THE FOREGOING AND (B) ANY OBLIGATION WHICH IT MAY HAVE OR HEREAFTER MAY
      HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
      COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
      BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
      ANY HOLDER TO SERVE PROCESS

                                       27
<PAGE>

      IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
      OTHERWISE PROCEED AGAINST THE COMPANY OR THE GUARANTORS IN ANY OTHER
      JURISDICTION.

(j)   Severability. If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their best efforts to find and employ an
      alternative means to achieve the same or substantially the same result as
      that contemplated by such term, provision, covenant or restriction. It is
      hereby stipulated and declared to be the intention of the parties that
      they would have executed the remaining terms, provisions, covenants and
      restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

(k)   Securities Held by the Company or Its Affiliates. Whenever the consent or
      approval of Holders of a specified percentage of Securities is required
      hereunder, Securities held by the Company or its affiliates (as such term
      is defined in Rule 405 under the Securities Act) shall not be counted in
      determining whether such consent or approval was given by the Holders of
      such required percentage.

(l)   Third Party Beneficiaries. Holders and Participating Broker-Dealers are
      intended third party beneficiaries of this Agreement and this Agreement
      may be enforced by such Persons.

(m)   Entire Agreement. This Agreement, together with the Purchase Agreement,
      the Notes and the Indenture, is intended by the parties as a final and
      exclusive statement of the agreement and understanding of the parties
      hereto in respect of the subject matter contained herein and therein and
      any and all prior oral or written agreements, representations, or
      warranties, contracts, understanding, correspondence, conversations and
      memoranda between the Initial Purchaser on the one hand and the Company
      and the Guarantors on the other, or between or among any agents,
      representatives, parents, subsidiaries, affiliates, predecessors in
      interest or successors in interest with respect to the subject matter
      hereof and thereof are merged herein and replaced hereby.

                                       28
<PAGE>

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

                                    HAWK CORPORATION

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board, Chief
                                               Executive Officer and President

                                    FRICTION PRODUCTS CO.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    LOGAN METAL STAMPINGS, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    HELSEL, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                                   REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                    S.K. WELLMAN HOLDINGS, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    S.K. WELLMAN CORP. as a
                                    Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    ALLEGHENY CLEARFIELD, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    HAWK MIM, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    HAWK MOTORS, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                                   REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                    HAWK PRECISION COMPONENTS
                                    GROUP, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    NET SHAPE TECHNOLOGIES LLC
                                    as a Guarantor

                                       HAWK MIM, INC.,
                                       Sole Member

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    QUARTER MASTER INDUSTRIES, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name:  Ronald E. Weinberg
                                        Title:  Chairman of the Board and
                                                Chief Executive Officer

                                    SINTERLOY CORPORATION
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                                   REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                    TEX RACING ENTERPRISES, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    WELLMAN PRODUCTS GROUP, INC.
                                    as a Guarantor

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

                                    WELLMAN PRODUCTS, LLC
                                    as a Guarantor

                                      WELLMAN PRODUCTS GROUP, INC.,
                                      Sole Member

                                    By: /s/ Ronald E. Weinberg
                                        --------------------------------
                                        Name: Ronald E. Weinberg
                                        Title: Chairman of the Board and
                                               Chief Executive Officer

Accepted and Agreed to:
JEFFERIES & COMPANY, INC.

By: /s/ Sean P. Sullivan
    ----------------------------
   Name: Sean P. Sullivan
   Title:  Managing Director

                                                   REGISTRATION RIGHTS AGREEMENT