<PAGE>

                                                                  Exhibit 4.4






                          REGISTRATION RIGHTS AGREEMENT


                            DATED AS OF MAY 22, 2002

                                 BY AND BETWEEN

                            COLE NATIONAL GROUP, INC.

                                    AS ISSUER

                                       AND

                              LEHMAN BROTHERS INC.

                            CIBC WORLD MARKETS CORP.

                                       AND

                            MCDONALD INVESTMENTS INC.

                            AS THE INITIAL PURCHASERS




<PAGE>



         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of May 22, 2002, by and between Cole National Group, Inc., a
Delaware corporation (the "COMPANY"), and Lehman Brothers Inc., CIBC World
Markets Corp. and McDonald Investments Inc. (each, an "INITIAL PURCHASER" and,
collectively, the "INITIAL PURCHASERS"), each of whom has agreed to purchase
the Company's 8 7/8% Senior Subordinated Notes due 2012 (the "NOTES") pursuant
to the Purchase Agreement (as defined below).

         This Agreement is entered into pursuant to the Purchase Agreement,
dated May 15, 2002 (the "PURCHASE AGREEMENT"), by and between the Company and
the Initial Purchasers. In order to induce the Initial Purchasers to purchase
the Notes, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution and delivery of this Agreement is a condition
to the obligations of the Initial Purchasers set forth in Section 7 of the
Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Indenture, dated the date hereof
between the Company and Wells Fargo Bank Minnesota, N.A., as Trustee, relating
to the Notes and the Exchange Notes (the "INDENTURE").

         The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

         ACT: The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144 of the Act.

         APPLICABLE HOLDER: As defined in Section 6(d) hereof.

         BLACKOUT PERIOD: The period of time (a) that the Company may delay
filing and distributing (i) a post-effective amendment to (x) the Shelf
Registration Statement or (y) after the date on which the Exchange Offer is
Consummated, the Exchange Offer Registration Statement that is required to be
effective to permit resales of Exchange Notes by Broker-Dealers as contemplated
by Section 3(c) below or (ii) a supplement to any related Prospectus and (iii)
any other required document so that, as thereafter delivered to Holders or
purchasers of Transfer Restricted Securities, the prospectus will not contain an
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 if the Company
determines reasonably and in good faith that compliance with the disclosure
obligations necessary to maintain the effectiveness of the Shelf Registration
Statement at such time could reasonably be expected to have a material adverse
effect on the Company or a pending financing, acquisition, disposition, merger
or other material corporate transaction involving the Company or any of its
subsidiaries, or (b) when (i) the Shelf Registration Statement or (ii) after the
date on which the Exchange Offer is Consummated, the Exchange Offer Registration
Statement that is required to remain effective to permit resales of Exchange
Notes by Broker-Dealers as contemplated by Section 3(c) below, in each case,
ceases to be




                                       2
<PAGE>


effective or any related Prospectus is not usable solely because the Company
filed a post-effective amendment to any such Registration Statement to include
annual audited financial information or quarterly unaudited financial
information with respect to the Company and such post-effective amendment is not
yet effective and needs to be declared effective to permit Holders to use the
related Prospectus (it being understood that, in the case of this clause (b),
the Company shall be required to use its reasonable best efforts to cause any
such post-effective amendment to become effective as soon as practicable);
provided that, during any consecutive 12-month period, such Blackout Periods (A)
shall not occur more than 60 days in the aggregate and (B) in the case of clause
(a) above, shall not occur more than one time; and provided further that upon
the termination of such Blackout Period, the Company shall promptly advise each
Holder and purchaser and, if requested by any such person, confirm such advice
in writing that such Blackout Period has been terminated.

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

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE: The date hereof.

         COMMISSION: The Securities and Exchange Commission.

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

         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

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

         EXCHANGE NOTE INITIAL PURCHASER: As defined in Section 6(d) hereof.

         EXCHANGE NOTES: The Company's 8 7/8% Senior Subordinated Notes due
2012, registered under the Act, to be issued pursuant to the Indenture: (i) in
the Exchange Offer or (ii) as contemplated by Section 4 hereof.

         EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.


                                       3
<PAGE>



         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus which forms a
part thereof.

         EXEMPT RESALES: The transactions in which the Initial Purchasers
propose to sell the Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and to certain non-U.S. persons
pursuant to Regulation S under the Act.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS: As defined in Section 2 hereof.

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

         RECOMMENCEMENT DATE: As defined in Section 6(e) hereof.

         REGISTRATION DEFAULT: As defined in Section 5 hereof.

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

         REGULATION S: Regulation S promulgated under the Act.

         RULE 144: Rule 144 promulgated under the Act.

         SHELF HOLDER: As defined in Section 6(d) hereof.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(e) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: (i) Each Note and the related Note
Guarantees, if any, until the earliest to occur of (a) the date on which such
Note is exchanged in the Exchange Offer for an Exchange Note other than by a
Broker-Dealer, (b) the date on which such Note has been effectively registered
under the Act and has been disposed of in accordance with a Shelf Registration
Statement or (c) the date on which such Note is eligible to be sold pursuant to
Rule 144 under the Act and (ii) each Exchange Note and the related Note
Guarantees, if any, acquired by a Broker-Dealer in exchange for a Note acquired
for its own account as a result of market-making activities or other trading
activities until the date on which such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the



                                       4
<PAGE>


Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

SECTION 2. HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer is not permitted by applicable federal
law or Commission policy (after the procedures set forth in Section 6(a)(i)
below have been complied with), the Company and the Guarantors, if any, shall
(i) cause the Exchange Offer Registration Statement to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 60 days after the Closing Date (such 60th day being the "FILING DEADLINE"),
(ii) use their respective reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective no later than 120 days after the
Closing Date (such 120th day being the "EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer and
(iv) unless the Exchange Offer would not be permitted by applicable law or
Commission policy, commence the Exchange Offer and use their respective
reasonable best efforts to, on or prior to 30 business days after the date of
the effectiveness of such Exchange Offer Registration Statement, Consummate the
Exchange Offer. The Exchange Offer shall be on the appropriate form permitting
(i) registration of the Exchange Notes to be offered in exchange for the Notes
that are Transfer Restricted Securities and (ii) resales of Exchange Notes by
Broker-Dealers that tendered into the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any of its Affiliates) as contemplated by Section 3(c) below.

         (b) The Company and the Guarantors, if any, shall use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days. The Company and the
Guarantors, if any, shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Notes
shall be included in the Exchange Offer Registration Statement. The Company and
the Guarantors, if any, shall use their respective reasonable best efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 business days thereafter unless otherwise required by
federal securities laws (such 30th business day or other required day being the
"CONSUMMATION DEADLINE").


                                       5
<PAGE>


         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company) may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission.

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors, if any, shall permit the use of the Prospectus contained in the
Exchange Offer Registration Statement by such Broker-Dealer to satisfy such
prospectus delivery requirement. To the extent necessary to ensure that the
prospectus contained in the Exchange Offer Registration Statement is available
for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors,
if any, agree to use their respective reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections
6(a), (c) and (d) hereof and subject to any applicable Blackout Period and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period that shall not exceed 180 days (or longer as provided below) from the
date on which the Exchange Offer is Consummated or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto; provided, however, that if the
Exchange Offer Registration Statement ceases to be effective during any Blackout
Period, such 180-day period shall be extended by the number of days such
Blackout Period continued. The Company shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request,
and in no event later than two days after such request, at any time during such
period.

SECTION 4. SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable federal law or Commission policy (after the Company and the
Guarantors, if any, have complied with the procedures set forth in Section
6(a)(i) below and assuming, for purposes of this Section 4 and Section 5 hereof,
that the announcement referred to in Section 6(a)(i) is deemed to mean that the
Exchange Offer is not permitted by applicable federal law or Commission policy)
or (ii) any Holder notifies the Company within 20 days following the
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer, or (B) such Holder
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus, and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, or (C) such Holder is a Broker-Dealer



                                       6
<PAGE>


and holds Notes acquired directly from the Company or any of its Affiliates,
then the Company and the Guarantors, if any, shall:

         (x) use their respective reasonable best efforts to file, on or prior
to 30 days after the earlier of (i) the date on which the Company determines
that the Exchange Offer Registration Statement cannot be filed as a result of
clause (a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a)(ii) above (the 30th day after such earlier date, the
"FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under
the Act (which may be an amendment to the Exchange Offer Registration Statement
(the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted
Securities in accordance with the provisions of Section 4(b) hereof; and

         (y) use their respective reasonable best efforts to cause such Shelf
Registration Statement to become effective on or prior to 60 days after the
Filing Deadline for the Shelf Registration Statement (such 60th day, the
"EFFECTIVENESS DEADLINE").

         If, after the Company and the Guarantors, if any, have filed an
Exchange Offer Registration Statement that satisfies the requirements of Section
3(a) above, the Company and the Guarantors, if any, are required to file and
make effective a Shelf Registration Statement solely because the Exchange Offer
is not permitted under applicable federal law or Commission policy (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; provided that,
in such event, the Company and the Guarantors, if any, shall remain obligated to
meet the Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors, if any, shall use their respective reasonable best efforts to
keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b), (c) and (d) hereof and subject to any Blackout
Period and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years (as extended pursuant to Section 6(e))
following the Closing Date, or such shorter period as will terminate when all
Notes or Exchange Notes cease to be Transfer Restricted Securities or such Notes
or Exchange Notes covered by such Shelf Registration Statement have been sold
pursuant thereto; provided, however, that, except as provided below, the Company
shall not be obligated to keep such Shelf Registration Statement effective for a
period of more than 180 days from the date the Shelf Registration Statement is
declared effective by the Commission if the Shelf Registration Statement is
required to be filed solely to permit resales by a Broker-Dealer that holds
Notes acquired directly from the Company or one of its Affiliates; provided
further, however, that if the Shelf Registration Statement ceases to be
effective during any Blackout Period, such 180-day period shall be extended by
the number of days such Blackout Period continued.

         (b) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder may include any of its Transfer
Restricted Securities in any


                                       7
<PAGE>


Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 days after receipt of a
request therefor, the information specified in Item 507 and 508 of Regulation
S-K, as applicable, of the Act, or other information reasonably requested by the
Company and required by Regulation S-K of the Act, for use in connection with
any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. No Holder shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. By its acceptance of Transfer Restricted Securities, each Holder
agrees to promptly furnish additional information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five business
days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself declared effective within ten days of filing
such post-effective amendment to such Registration Statement (except during any
Blackout Period) (each such event referred to in clauses (i) through (iv), a
"REGISTRATION DEFAULT"), then the Company and the Guarantors, if any, hereby
jointly and severally agree to pay to each Holder affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default; provided that
if Rule 437a of the Act or a substantially similar rule is not then available,
and, despite all reasonable efforts on the part of the Company and the
Guarantors, if any, (A) the Company's and the Guarantors', if any, failure to
file any such Registration Statements on or before the applicable Filing
Deadline has resulted solely from, or (B) any such Registration Statements have
not been declared effective on or prior to the applicable Effectiveness Deadline
solely because of, in each case, the inability or refusal of its auditor to
issue a consent to the use of its audit report relating to the Company's
consolidated financial statements in connection with any such Registration
Statements, then the occurrence of a Registration Default shall be determined as
set forth in the next succeeding paragraph, but shall only be determined with
respect to either clause (A) or clause (B) but not both.

         For purposes of determining the occurrence of a Registration Default
under the proviso in the immediately preceding paragraph: (1) with respect to
clause (A) immediately above, if, prior to the earlier of the filing of any such
Registration Statements and the otherwise applicable Filing Deadline, the
Company receives notice or has reasonable grounds to conclude and in good faith
concludes that its auditor is unable or unwilling to issue such consent, then
the Filing Deadline would be 60 days, and the Effectiveness Deadline would be
120 days, in each case, from the date on which the Company first receives such
notice or reaches such conclusion; and (2) with respect to clause (B)
immediately above, if, subsequent to the filing of any such



                                       8
<PAGE>


Registration Statements but prior to the otherwise applicable Effectiveness
Deadline, the Company first receives notice or has reasonable grounds to
conclude and in good faith concludes that its auditor is unable or unwilling to
issue such consent, then the Effectiveness Deadline would be 60 days from the
date on which the Company first receives such notice or reaches such conclusion,
unless the otherwise applicable Effectiveness Deadline would have been more than
60 days from the date of such notice or such conclusion.

         Promptly upon receiving such notice or reaching such conclusion, the
Company shall deliver an Officers' Certificate to the Trustee certifying as to
the date of the receipt of such notice or the date of the reaching of such
conclusion, in which case the Officers' Certificate shall also set forth in
reasonable detail the basis of such conclusion, and setting forth the resultant
Filing Deadline and/or Effectiveness Deadline, as the case may be, and the
Trustee shall notify the Holders of such resultant date or dates.

         The amount of the liquidated damages shall increase by an additional
$.05 per week per $1,000 in principal amount of Transfer Restricted Securities
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of liquidated damages of $.50 per week
per $1,000 in principal amount of Transfer Restricted Securities; provided that
the Company and the Guarantors, if any, shall in no event be required to pay
liquidated damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each interest payment date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors, if any, to pay liquidated damages that have accrued
with respect to securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors, if any, shall (x) comply with
all applicable provisions of Section 6(c) below, (y) use their respective
reasonable best efforts to effect such exchange and to permit the resale of
Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of its
market-making activities or other trading activities (other than Notes acquired
directly from the Company or any



                                       9
<PAGE>


of its Affiliates) being sold in accordance with the intended method or methods
of distribution thereof and (z) comply with all of the following provisions:

         (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company and the Guarantors, if any, hereby
     agree either to (x) seek a no-action letter or other favorable decision
     from the Commission allowing the Company and the Guarantors, if any, to
     Consummate an Exchange Offer for such Transfer Restricted Securities, or
     (y) file, in accordance with Section 4(a) hereof, a Shelf Registration
     Statement to permit the exchange and/or resale of the Transfer Restricted
     Securities that would otherwise be covered by the Exchange Offer
     Registration Statement but for the announcement of a change in Commission
     policy. In the case of clause (x) above, the Company and the Guarantors, if
     any, hereby agree to pursue the issuance of such a decision to the
     Commission staff level, but shall not be required to take commercially
     unreasonable actions to effect a change in Commission policy. In connection
     with the foregoing, the Company and the Guarantors, if any, hereby agree to
     take all such other reasonable actions as may be requested by the
     Commission or otherwise required in connection with the issuance of such
     decision, including without limitation (A) participating in telephonic
     conferences with the Commission staff, (B) delivering to the Commission
     staff an analysis prepared by counsel to the Company setting forth the
     legal bases, if any, upon which such counsel has concluded that such an
     Exchange Offer should be permitted and (C) diligently pursuing a resolution
     (which need not be favorable) by the Commission staff.

         (ii) As a condition to its participation in the Exchange Offer, each
     Holder (including, without limitation, any Holder who is a Broker Dealer)
     shall furnish, upon the request of the Company, prior to the Consummation
     of the Exchange Offer, a written representation to the Company and the
     Guarantors, if any, (which may be contained in the letter of transmittal
     contemplated by the Exchange Offer Registration Statement) to the effect
     that (A) it is not an Affiliate of the Company, (B) it is not engaged in,
     and does not intend to engage in, and has no arrangement or understanding
     with any person to participate in, a distribution of the Exchange Notes to
     be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes
     in its ordinary course of business. In addition, all such Holders shall
     otherwise reasonably cooperate in the Company's and the Guarantors', if
     any, preparation for the Exchange Offer. Each Holder using the Exchange
     Offer to participate in a distribution of the Exchange Notes will be
     required to acknowledge and agree that, it (1) could not, under Commission
     policy as in effect on the date of this Agreement, rely on the position of
     the Commission enunciated in MORGAN STANLEY AND CO., INC. (available June
     5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988),
     as interpreted in the Commission's letter to SHEARMAN & STERLING dated July
     2, 1993, and similar no-action letters (including, if applicable, any
     no-action letter obtained pursuant to clause (i) above) and (2) must comply
     with the registration and prospectus delivery requirements of the Act in
     connection with a secondary resale transaction and that such a secondary
     resale transaction must be covered by an effective Registration Statement
     containing the selling security holder information



                                       10
<PAGE>


     required by Item 507 and 508, as applicable, of Regulation S-K, if the
     resales are of Exchange Notes obtained by such Holder in exchange for Notes
     acquired directly from the Company or an Affiliate thereof.

         (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors, if any, shall provide a
     supplemental letter to the Commission (A) stating that the Company and the
     Guarantors, if any, are registering the Exchange Offer in reliance on the
     position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION
     (available May 13, 1988), MORGAN STANLEY AND CO., INC. (available June 5,
     1991) as interpreted in the Commission's letter to SHEARMAN & STERLING
     dated July 2, 1993, and, if applicable, any no-action letter obtained
     pursuant to clause (i) above, (B) including a representation that neither
     the Company nor any Guarantor, if any, has entered into any arrangement or
     understanding with any Person to distribute the Exchange Notes to be
     received in the Exchange Offer and that, to the best of the Company's and
     each Guarantor's, if any, information and belief, each Holder participating
     in the Exchange Offer is acquiring the Exchange Notes in its ordinary
     course of business and has no arrangement or understanding with any Person
     to participate in the distribution of the Exchange Notes received in the
     Exchange Offer and (C) any other undertaking or representation required by
     the Commission as set forth in any no-action letter obtained pursuant to
     clause (i) above, if applicable.

         (b) SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company and the Guarantors, if any, shall:

         (i) comply with all the provisions of Sections 6(c) and 6(d) below and
     use their respective reasonable best efforts to effect such registration to
     permit the sale of the Transfer Restricted Securities being sold in
     accordance with the intended method or methods of distribution thereof (as
     indicated in the information furnished to the Company pursuant to Section
     4(b) hereof), and pursuant thereto the Company and the Guarantors, if any,
     will prepare and file with the Commission a Registration Statement relating
     to the registration on any appropriate form under the Act, which form shall
     be available for the sale of the Transfer Restricted Securities in
     accordance with the intended method or methods of distribution thereof
     within the time periods and otherwise in accordance with the provisions
     hereof; and

         (ii) register Notes and the related Note Guarantees, if any, on any
     Shelf Registration Statement contemplated by this Agreement and issue
     Exchange Notes having an aggregate principal amount equal to the aggregate
     principal amount of Notes to any Holder or purchaser of Notes subject to
     the Shelf Registration Statement in the names as such Holder or purchaser
     shall designate.

         (c) GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors, if any, shall:

         (i) use their respective reasonable best efforts to keep such
     Registration Statement continuously effective (subject to any applicable
     Blackout Period) and provide



                                       11
<PAGE>


     all requisite financial statements for the period specified in Section 3 or
     4 of this Agreement, as applicable. Upon the occurrence of any event that
     would cause any such Registration Statement or the Prospectus contained
     therein (A) to contain an untrue statement of material fact or omit to
     state any material fact necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading or (B) not
     to be effective and usable for resale of Transfer Restricted Securities
     during the period required by this Agreement, the Company and the
     Guarantors, if any, shall file promptly an appropriate amendment to such
     Registration Statement curing such defect, and, if Commission review is
     required, use their respective reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable (but no sooner
     than after the end of any Blackout Period, if applicable); if at any time
     the Commission shall issue any stop order suspending the effectiveness of
     any Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Company and the Guarantors, if any,
     shall use their respective reasonable best efforts to obtain the withdrawal
     or lifting of such order at the earliest possible time;

         (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be;
     cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

         (iii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery, if applicable, of certificates representing Transfer
     Restricted Securities to be sold and not bearing any restrictive legends;
     and to register such Transfer Restricted Securities in such denominations
     and such names as the selling Holders may request at least two business
     days prior to such sale of Transfer Restricted Securities; and to cooperate
     with the Holders to facilitate the registration of such Transfer Restricted
     Securities in book-entry form at least two business days prior to such sale
     of Transfer Restricted Securities;

         (iv) use their respective reasonable best efforts to cause the Transfer
     Restricted Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities;
     provided, however, that neither the Company nor any Guarantor, if any,
     shall be required to register or qualify as a foreign corporation where it
     is not now so qualified or to take any action that would subject it to the
     service of process in suits or, other than as to



                                       12
<PAGE>


     matters and transactions relating to the Registration Statement, to
     taxation in any jurisdiction where it is not now so subject;

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

         (vi) otherwise use their respective reasonable best efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning with the first fiscal quarter
     after the effective date of the Registration Statement (as such term is
     defined in paragraph (c) of Rule 158 under the Act); and

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

         (d) ADDITIONAL PROVISIONS APPLICABLE TO SHELF REGISTRATION STATEMENTS
AND CERTAIN EXCHANGE OFFER PROSPECTUSES. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and to
the extent that an Initial Purchaser has notified the Company that it is a
holder of Exchange Notes that are Transfer Restricted Securities (for so long as
such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3, whichever is shorter) (each, an "EXCHANGE NOTE INITIAL
PURCHASER"), the Company and the Guarantors, if any, shall:

         (i) advise each Holder of Transfer Restricted Securities included in
     any Shelf Registration Statement (each, a "SHELF HOLDER" and, together with
     the Exchange Note Initial Purchasers, the "APPLICABLE HOLDERS") and each
     Exchange Note Initial Purchaser as promptly as practicable and, if
     requested by such Holder, confirm such advice in writing, (A) when the
     Prospectus or any Prospectus supplement or post-effective amendment has
     been filed, and, with respect to any applicable Registration Statement or
     any post-effective amendment thereto, when the same has become effective,
     (B) of any request by the Commission for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement under
     the Act or of the suspension by any state securities commission of the
     qualification of the Transfer Restricted Securities for offering or sale in
     any jurisdiction, or the initiation of any proceeding for any of the
     preceding purposes,



                                       13
<PAGE>


     (D) of the existence of any fact or the happening of any event that makes
     any statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

         (ii) if any fact or event contemplated by Section 6(d)(i)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment, if applicable, to the Registration Statement or related
     Prospectus or file any other required document so that, as thereafter
     delivered to the purchasers of Transfer Restricted Securities, the
     Prospectus will not contain an untrue statement of a material fact or omit
     to state any material fact 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;

         (iii) furnish to each Applicable Holder in connection with such
     exchange or sale, if any, before filing with the Commission (provided that
     such Applicable Holder has entered into a confidentiality agreement as may
     be reasonably requested by the Company), copies of any Registration
     Statement or any Prospectus included therein (except the Prospectus
     included in the Exchange Offer Registration Statement at the time it was
     declared effective) or any amendments or supplements to any such
     Registration Statement or Prospectus, which documents will be subject to
     the review and comment of such Applicable Holders in connection with such
     sale, if any, for a period of at least five business days, and the Company
     shall not file any such Registration Statement or Prospectus or any
     amendment or supplement to any such Registration Statement or Prospectus
     (including all such documents incorporated by reference) to which such
     Applicable Holders have reasonably objected within five business days after
     the receipt thereof; an Applicable 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 required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading or fails to comply with the applicable requirements of
     the Act;

         (iv) make available, at reasonable times, for inspection by each
     Applicable Holder and any attorney or accountant retained by any Exchange
     Note Initial Purchaser or Shelf Holder, as the case may be (provided that
     there shall be not more than one attorney and not more than one accountant
     retained by all the Shelf Holders for this purpose), all financial and
     other records, pertinent corporate documents of the Company and the
     Guarantors, if any, and cause the Company's and the Guarantors', if any,
     officers, directors and employees to supply all information reasonably
     requested by any such Applicable Holder, attorney or accountant in
     connection with such Registration Statement or any post-effective amendment
     thereto subsequent to the filing thereof and prior to its effectiveness;



                                       14
<PAGE>


         (v) if requested by any Applicable Holders in connection with such
     exchange or sale, promptly include in any Registration Statement or
     Prospectus, pursuant to a supplement or post-effective amendment if
     necessary, such information as such Applicable Holders may reasonably
     request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Securities; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Company is notified of the matters to be included in such Prospectus
     supplement or post-effective amendment;

         (vi) furnish to each Applicable Holder in connection with such exchange
     or sale without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, and upon
     request, all exhibits;

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

         (viii) in the case of a Shelf Registration Statement, upon the request
     of any Shelf Holders aggregating at least 50% in aggregate principal amount
     of the Transfer Restricted Securities covered by such Shelf Registration
     Statement, enter into such agreements (including underwriting agreements)
     and make such representations and warranties and take all such other
     actions in connection therewith in form, substance and scope as are
     customarily provided by issuers to underwriters in order to expedite or
     facilitate the disposition of the Transfer Restricted Securities pursuant
     to any applicable Registration Statement contemplated by this Agreement as
     may be reasonably requested by any Holder in connection with any sale or
     resale pursuant to any applicable Registration Statement. In connection
     with an underwritten offering, the Company and the Guarantors, if any,
     shall:

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

                           (1) a certificate, dated such date, signed on behalf
                  of the Company and each Guarantor, if any, by (x) the
                  President or any Vice President and (y) a principal financial
                  or accounting officer of the Company and such Guarantor, if
                  any, confirming, as of the date thereof, such matters as the
                  underwriters or as such Shelf Holders aggregating at least 50%
                  in aggregate principal amount of the Transfer Restricted
                  Securities covered by such Shelf Registration Statement may
                  reasonably request;

                           (2) an opinion, dated the date of effectiveness of
                  the Shelf Registration Statement, of counsel for the Company
                  and the Guarantors, if



                                       15
<PAGE>


                  any, covering matters as the underwriters or as such Shelf
                  Holders aggregating at least 50% in aggregate principal amount
                  of the Transfer Restricted Securities covered by such Shelf
                  Registration Statement may reasonably request, and in any
                  event including a statement to the effect that such counsel
                  has participated in conferences with officers and other
                  representatives of the Company and the Guarantors, if any,
                  representatives of the independent public accountants for the
                  Company and the Guarantors, if any, and has considered the
                  matters required to be stated therein and the statements
                  contained therein, although such counsel has not independently
                  verified the accuracy, completeness or fairness of such
                  statements; and that such counsel advises that, on the basis
                  of the foregoing, no facts came to such counsel's attention
                  that caused such counsel to believe that the applicable
                  Registration Statement, at the time such Registration
                  Statement or any post-effective amendment thereto became
                  effective contained an untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein, in light of the
                  circumstances under which they were made, not misleading, or
                  that the Prospectus contained in such Registration Statement
                  as of its date contained an untrue statement of a material
                  fact or omitted to state a material fact necessary in order to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading. Without limiting
                  the foregoing, such counsel may state further that such
                  counsel assumes no responsibility for, and has not
                  independently verified, the accuracy, completeness or fairness
                  of the financial statements, notes and schedules and other
                  financial data included in any Registration Statement
                  contemplated by this Agreement or the related Prospectus; and

                           (3) a customary comfort letter, dated the date of
                  effectiveness of the Shelf Registration Statement, from the
                  Company's independent accountants, in the customary form and
                  covering matters of the type customarily covered in comfort
                  letters to underwriters in connection with underwritten
                  offerings; and

                  (B) deliver such other documents and certificates as may be
         reasonably requested by the selling Holders to evidence compliance with
         the matters covered in clause (A) above and with any customary
         conditions contained in any agreement entered into by the Company and
         the Guarantors, if any, pursuant to this clause (ix);

         (ix) prior to any public offering of Transfer Restricted Securities,
     cooperate with the Applicable Holders and their counsel in connection with
     the registration and qualification of the Transfer Restricted Securities
     under the securities or Blue Sky laws of such jurisdictions as the
     Applicable Holders may reasonably request and do any and all other acts or
     things necessary or advisable to enable the disposition in such
     jurisdictions of the Transfer Restricted Securities covered by the
     applicable Registration Statement; provided, however, that neither the
     Company nor any Guarantor, if any, shall be required



                                       16
<PAGE>


     to register or qualify as a foreign corporation where it is not now so
     qualified or to take any action that would subject it to the service of
     process in suits or, other than as to matters and transactions relating to
     the Registration Statement, to taxation in any jurisdiction where it is not
     now so subject; and

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

         (e) RESTRICTIONS ON HOLDERS. Each Holder's acquisition of a Transfer
Restricted Security constitutes such Holder's agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) hereof or
of any applicable Blackout Period (in each case, a "SUSPENSION NOTICE"), such
Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement and Prospectus until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and, if
applicable, has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the
"RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice shall be
required to either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder's possession that have been replaced by the Company
with more recently dated Prospectuses or (ii) deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

SECTION 7. REGISTRATION EXPENSES

         All expenses incident to the Company's and the Guarantors', if any,
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses,
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors, if any, and one counsel for the
Shelf Holders, as selected by a majority of such Shelf Holders, and one counsel
for the Exchange Note Initial Purchasers; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof, if applicable;
and (vi) all fees and disbursements of independent certified public accountants
of the Company and the Guarantors, if any, (including the expenses of any
special audit and comfort letters required by or incident to such performance).



                                       17
<PAGE>


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

SECTION 8. INDEMNIFICATION

         (a) The Company and the Guarantors, if any, agree, jointly and
severally, to indemnify and hold harmless each Holder of Transfer Restricted
Securities included in any Registration Statement (each, a "PARTICIPANT"), its
directors, officers and each Person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) such Participant from
and against any and all losses, claims, damages, liabilities and judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any
Participant or any prospective purchaser of Exchange Notes or registered Notes,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Participants furnished in writing to the Company by any of the Participants;
provided that as to any preliminary prospectus, the indemnity contained in this
Section 8(a) shall not inure to the benefit of any Participant, its directors,
officers or any Person who controls such Participant on account of any loss,
damage, liability or judgment arising from the sale of Transfer Restricted
Securities to any Person by that Participant if such untrue statement or
omission or alleged untrue statement or omission made in such preliminary
prospectus is eliminated or remedied in the Prospectus and such Participant
failed to send or give a copy of the Prospectus to that Person within the time
required by the Act.

         (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Company and the Guarantors, if any, and their respective
directors and officers, and each Person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
or the Guarantors, if any, to the same extent as the foregoing indemnity from
the Company and the Guarantors, if any, set forth in section (a) above, but only
with reference to information relating to such Participant in writing to the
Company by such Participant expressly for use in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto).
In no event shall any Participant, its directors, officers or any Person who
controls such Participant be liable or responsible for any amount in excess of
the amount by which the total amount received by such Participant with respect
to its sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Participant for such Transfer
Restricted Securities and (ii) the amount of any damages that such Participant,
its directors, officers or any Person who controls such Participant has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.



                                       18
<PAGE>


         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
(however, the failure to notify the indemnifying party shall not relieve it from
liability hereunder except to the extent it is materially prejudiced by such
failure) and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Participant shall not be
required to assume the defense of such action pursuant to this Section 8(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Participant). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such counsel has been specifically authorized
in writing by the indemnifying party, (ii) the indemnifying party has failed to
assume the defense of such action or employ counsel reasonably satisfactory to
the indemnified party or (iii) the named parties to any such action (including
any impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party has been advised by such counsel that there may
be one or more legal defenses available to it that are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions 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 (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by Participants who
sold a majority of the Transfer Restricted Securities sold by all Participants,
in the case of the parties indemnified pursuant to Section 8(a), and by the
Company and the Guarantors, if any, in the case of parties indemnified pursuant
to Section 8(b). The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than 20 business days after the indemnifying
party has received a request from the indemnified party for reimbursement for
the fees and expenses of counsel (in any case where such fees and expenses are
at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party has failed to comply with such reimbursement
request. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.


                                       19
<PAGE>


         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, if any, on the one hand, and the Participants, on the other hand,
from their initial sale of Transfer Restricted Securities (or in the case of
Exchange Notes that are Transfer Restricted Securities, the sale of the Notes
for which such Exchange Notes were exchanged) or (ii) if the allocation provided
by clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, if
any, on the one hand, and of the Participants, on the other hand, in connection
with the statements or omissions that resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, if any, on
the one hand, and of the Participants, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such Guarantor, if any, on the
one hand, or by the Participants, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         The Company, the Guarantors, if any, and, by its acquisition of
Transfer Restricted Securities, each Participant agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Participants were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any matter,
including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no
Participant, its directors, its officers or any Person, if any, who controls
such Participant shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the total received by such Participant with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Participant for such Transfer
Restricted Securities and (ii) the amount of any damages that such Participant
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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Participants' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Participant hereunder and not joint.


                                       20
<PAGE>


SECTION 9. RULE 144A AND RULE 144

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

SECTION 10. FUTURE NOTE GUARANTEES

         If, prior to the Consummation of the Exchange Offer or prior to the
effectiveness of the Shelf Registration Statement, as the case may be, any
subsidiary of the Company executes a Note Guarantee in accordance with the terms
and provisions of the Indenture, the Company shall cause such subsidiary to
execute and deliver to the parties hereto a counterpart signature page to this
Agreement, and such subsidiary shall be bound by all of the provisions of this
Agreement as a "Guarantor."

SECTION 11. MISCELLANEOUS

         (a) REMEDIES. The Company and the Guarantors, if any, acknowledge and
agree that any failure by the Company and/or the Guarantors, if any, to comply
with their respective obligations under Sections 3 and 4 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's and the Guarantors', if any, obligations
under Sections 3 and 4 hereof. The Company and the Guarantors, if any, further
agree to waive the defense in any action for specific performance that a remedy
at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. The Company and the Guarantors, if any,
will not, on or after the date of this Agreement, enter into any agreement with
respect to their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company and the Guarantors, if any, have not previously
entered into any agreement granting any registration rights with respect to
their respective securities to any Person that would require such securities to
be included in any Registration Statement filed hereunder. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's and the Guarantors', if
any, securities under any agreement in effect on the date hereof.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers of, consents to or departures
from the



                                       21
<PAGE>


provisions hereof may not be given unless (i) in the case of Section 5 hereof
and this Section 11(c)(i), the Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, the Company has obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities (excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver of, consent to or departure
from the provisions hereof that relates exclusively to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

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

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

         (ii) if to the Company or any of the Guarantors, if any:

              Cole National Group, Inc.
              5915 Landerbrook Drive
              Mayfield Heights, Ohio 44124
              Attention: General Counsel
              Facsimile: (440) 461-3489

              with a copy to:

              Jones, Day, Reavis & Pogue
              North Point
              901 Lakeside Avenue
              Cleveland, Ohio 44114
              Attention: David A. Porter
              Facsimile: (216) 579-0212

         All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, when receipt acknowledged, if telecopied;
and on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.

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

         (e) 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; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or



                                       22
<PAGE>


assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder; provided further that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Transfer Restricted Securities in violation of the terms hereof or of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such Person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive
the benefits hereof.

         (f) 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.

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

         (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (i) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

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



                                       23
<PAGE>

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


                                            COLE NATIONAL GROUP, INC.



                                            By:    /s/ Joseph Gaglioti
                                                --------------------------------
                                                Name:  Joseph Gaglioti
                                                Title: Vice President and
                                                       Treasurer



LEHMAN BROTHERS INC.



By:   /s/ Michael Konigsberg
   --------------------------------------
   Name:   Michael Konigsberg
   Title:  Managing Director


CIBC WORLD MARKETS CORP.



By:   /s/ Brian S. Gerson
   --------------------------------------
   Name:  Brian S. Gerson
   Title: Managing Director


MCDONALD INVESTMENTS INC.



By:    /s/ J.A. Chinnia IV
   --------------------------------------
   Name:   J.A. Chinnia IV
   Title:  Senior Vice President




                                       24