<PAGE>
                                                                    EXHIBIT 10.7

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                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                         INTERNATIONAL WIRE GROUP, INC.

                                       AND

                            THE PERSONS LISTED ON THE

                             SIGNATURE PAGES HEREOF

                          Dated as of November 23, 2004



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                                TABLE OF CONTENTS

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                                                                                                               PAGE


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ARTICLE 1.            DEFINITIONS................................................................................1

ARTICLE 2.            SHELF REGISTRATION.........................................................................5

         SECTION 2.1           Filing of Shelf Registration......................................................5

         SECTION 2.2           Shelf Registration Procedures.....................................................5

ARTICLE 3.            DEMAND REGISTRATION........................................................................6

         SECTION 3.1           Request for Registration..........................................................6

         SECTION 3.2           Notice of Demand Registrations....................................................7

         SECTION 3.3           Effective Registration............................................................7

         SECTION 3.4           Priority on Demand Registrations..................................................7

ARTICLE 4.            PIGGYBACK REGISTRATIONS....................................................................8

         SECTION 4.1           Holder Piggyback Registration.....................................................8

         SECTION 4.2           Priority on Piggyback Registrations...............................................8

         SECTION 4.3           Converted Registration............................................................9

ARTICLE 5.            STANDSTILL AND SUSPENSION PERIODS..........................................................9

         SECTION 5.1           Company Standstill Period.........................................................9

         SECTION 5.2           Suspension Period.................................................................9

         SECTION 5.3           Holder Standstill Period.........................................................10

ARTICLE 6.            REGISTRATION PROCEDURES...................................................................10

         SECTION 6.1           Company Obligations..............................................................10

         SECTION 6.2           Listing Obligations..............................................................15

ARTICLE 7.            INDEMNIFICATION...........................................................................15

         SECTION 7.1           Indemnification by the Company...................................................15

         SECTION 7.2           Indemnification by the Holders...................................................16

         SECTION 7.3           Notice of Claims, Etc............................................................17

         SECTION 7.4           Contribution.....................................................................17

         SECTION 7.5           Survival.........................................................................18

ARTICLE 8.            EXPENSES..................................................................................18

ARTICLE 9.            CURRENT PUBLIC INFORMATION ...............................................................19

ARTICLE 10.           SELECTION OF UNDERWRITERS.................................................................20

         SECTION 10.1          Underwritten Offering............................................................20

         SECTION 10.2          Participation in Underwritten Offering...........................................20
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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                                                                                                               PAGE

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ARTICLE 11.           MISCELLANEOUS.............................................................................20

         SECTION 11.1          Notice Generally.................................................................20

         SECTION 11.2          Successors and Assigns...........................................................21

         SECTION 11.3          Withdrawal.......................................................................21

         SECTION 11.4          Amendments and Waivers...........................................................21

         SECTION 11.5          Severability.....................................................................21

         SECTION 11.6          Headings.........................................................................22

         SECTION 11.7          Governing Law....................................................................22

         SECTION 11.8          Counterparts.....................................................................22

         SECTION 11.9          Entire Agreement.................................................................22

         SECTION 11.10         Specific Performance.............................................................22

         SECTION 11.11         Further Assurances...............................................................22

         SECTION 11.12         Debtor Subsidiaries..............................................................22

Annex A               Selling Securityholder Notice and Questionnaire..........................................A-1
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                                       ii


<PAGE>



                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT



                  This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of November 23, 2004, by and among International Wire
Group, Inc., a Delaware corporation (the "Company"), and each of the other
Persons signatory hereto.

                                   WITNESSETH:

                  WHEREAS, the Second Amended and Restated Joint Plan of
Reorganization (as modified, the "Plan"), dated as of June 24, 2004, of the
Company and its domestic subsidiaries (the "Debtor Subsidiaries") was confirmed
on August 25, 2004 by order of the United States Bankruptcy Court for the
Southern District of New York in Case 04-11991 (BRL), and became effective on
October 20, 2004;

                  WHEREAS, pursuant to the Plan, the Company issued its common
stock, par value $0.01 ("Common Stock"), in partial exchange for certain claims
against the Company and the Debtor Subsidiaries;

                  WHEREAS, pursuant to the Plan, the Company issued its 10%
Secured Senior Subordinated Notes, which notes are guaranteed by the Debtor
Subsidiaries (such notes, together with the related guarantees, the "Notes"), in
each case, in partial exchange for certain claims against the Company and the
Debtor Subsidiaries;

                  WHEREAS, on October 20, 2004, the Company and the Holders
entered into the Registration Rights Agreement (the "Original Agreement"),
pursuant to which the Company agreed to undertake certain obligations with
respect to the registration of the Common Stock and the Notes under the
Securities Act (as defined below); and

                  WHEREAS, the Company and the Holders desire to make certain
amendments to the Original Agreement to, among other things, remove the
Company's obligation to register the Notes under the Shelf Registration
Statement (as defined below).

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
affirmed, the parties hereto, intending to be legally bound, hereby agree as
follows:

                             ARTICLE 1. DEFINITIONS

         All capitalized terms used but not defined in this Agreement have the
respective meanings assigned to such terms in the Plan. As used in this
Agreement, the following capitalized terms (in their singular and plural forms,
as applicable) have the following meanings:

         "Affiliate", with respect to the Company or any other registrant under
a Registration Statement, has the meaning assigned to such term in Rule
144(a)(1) of the Securities Act and,





                                       1
<PAGE>

with respect to any Holder, means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, such Holder.

         "Agreement" has the meaning assigned to such term in the introductory
paragraph to this Agreement.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City, New
York are authorized or obligated by law or executive order to close.

          "Commission" means the United States Securities and Exchange
Commission and any successor United States federal agency or governmental
authority having similar powers.

         "Common Stock" has the meaning assigned to such term in the recitals to
this Agreement and includes any other securities issued or issuable as a result
of, or in connection with, any stock dividend, stock split or reverse stock
split, reclassification, merger, consolidation or other transaction and event in
respect of such shares of Common Stock.

         "Company" has the meaning assigned to such term in the introductory
paragraph to this Agreement.

         "Company Registration" has the meaning assigned to such term in Section
4.1.

         "Confirmation Date" means the Effective Date (as such term is defined
in the Plan) of the Plan as confirmed.

         "Converted Registration" has the meaning assigned to such term in
Section 3.1.

         "Damages" has the meaning assigned to such term in Section 7.1.

         "Debtor Subsidiaries" has the meaning assigned to such term in the
recitals to this Agreement.

         "Demand Period" has the meaning assigned to such term in Section 3.1.

         "Demand Registration" has the meaning assigned to such term in Section
3.1.

         "Demand Request" has the meaning assigned to such term in Section 3.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations of the Commission
thereunder.

         "Holder Shelf Offering" has the meaning assigned to such term in
Section 2.2.

         "Holder" means each person or entity signatory hereto or a Permitted
Assignee.

         "Inspectors" has the meaning assigned to such term in Section 6.1(p).

         "Joining Holder" has the meaning assigned to such term in Section 3.2.




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<PAGE>

         "Material Adverse Effect" has the meaning assigned to such term in
Section 3.4.

         "Material Disclosure Event" means, as of any date of determination, any
pending or imminent event relating to the Company, which, in the determination
of the Board of Directors of the Company upon advice of counsel (i) requires
disclosure of material, non-public information relating to such event in any
Registration Statement so that such Registration Statement would not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(ii) requires disclosure of material, non-public information relating to such
event in any Prospectus so that such Prospectus would not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading and (iii)
if publicly disclosed at the time of such event, would have a material adverse
effect on the business, financial condition or prospects of the Company and the
Board of Directors of the Company, in each case, believes that it has a bona
fide business reason for preserving confidentiality.

         "NASD Rules" means the Rules of the Association set forth in the NASD
Manual.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Notes" has the meaning assigned to such term in the recitals to this
Agreement.

         "Notice and Questionnaire" means a duly executed, written notice
delivered to the Company containing the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to this Agreement.

         "Permitted Assignee" means any Affiliate or equity holder of any Holder
who acquires Registrable Securities from such Holder. For purposes of the
foregoing, any Affiliate of Hicks, Muse, Tate & First Incorporated that received
Registrable Securities in connection with a distribution of such securities by
International Wire Holding Company shall be a Permitted Assignee hereunder.

         "Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.

         "Plan" has the meaning assigned to such term in the recitals to this
Agreement.

         "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act to the extent such prospectus is deemed to be part of the
Registration Statement when it became effective), as amended or supplemented by
any amendment or prospectus supplement, including post-effective amendments, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.

         "Records" has the meaning assigned to such term in Section 6.1(p).



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<PAGE>

         The terms "register" "registered" and "registration" means a
registration effected by preparing and filing with the Commission a registration
statement on an appropriate form in compliance with the Securities Act, and the
declaration or order of the Commission of the effectiveness of such registration
statement under the Securities Act.

         "Registrable Common Stock" means any of the shares of Common Stock
issued to the Holders pursuant to the Plan and any Common Stock beneficially
owned by the Holders.

         "Registrable Notes" means any of the Notes issued to the Holders
pursuant to the Plan and any Notes beneficially owned by the Holders.

         "Registrable Securities" means any of the Registrable Common Stock
and/or Registrable Notes; provided, however, that such securities shall cease to
constitute "Registrable Securities", "Registrable Common Stock" or "Registrable
Notes", as the case may be, for purposes of this Agreement as of the close of
business on the day following the earliest to occur of: (i) the date of sale of
such securities under a Registration Statement declared effective by the
Commission in accordance with the intended plan and method of distribution set
forth in the final Prospectus forming a part of such Registration Statement
other than pursuant to a sale or transfer to another Holder or a Permitted
Assignee pursuant to Section 11.2, (ii) the date on which such securities are no
longer outstanding, (iii) the date as of which such securities have been
distributed in accordance with the provisions of Rule 144 (or any similar
provision then in force) under the Securities Act other than pursuant to a sale
or transfer to another Holder or a Permitted Assignee pursuant to Section 11.2
and (iv) as to each Holder, the date on which such Holder would lawfully be able
to transfer all of its remaining Common Stock and Notes to the public free from
any restrictions imposed by Rule 144 (or any similar provision then in force)
under the Securities Act and without the requirement of the filing of a
Registration Statement covering such transfer.

         "Registration Expenses" shall have the meaning assigned to such term in
Article 8.

         "Registration Statement" means any Registration Statement by the
Company that covers any of the Registrable Securities 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 materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "Requesting Holder" has the meaning assigned to such term in Section
3.1.

         "Required Filing Date" has the meaning assigned to such term in Section
3.1.

         "Required Period" means (i) with respect to the Shelf Registration
Statement, a period of four (4) years from the date the Commission declares the
Shelf Registration Statement effective or such shorter period that will
terminate when there are no longer any Registrable Securities outstanding, and
(ii) with respect to all other Registration Statements, until the earlier of the
date on which all the Registrable Securities covered by such Registration
Statement have been sold pursuant to such Registration Statement or one hundred
eighty (180) days from the effective date of the Registration Statement.

         "Road Show" has the meaning assigned to such term in Section 6.1(o).




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<PAGE>

         "Securities Act" means the United States Securities Act of 1933, as
amended, or any successor statute, and the rules and regulations of the
Commission thereunder.

         "Seller Affiliates" has the meaning assigned to such term in Section
7.1.

         "Shelf Registration Statement" means the shelf Registration Statement
filed by the Company pursuant to Rule 415 of the Securities Act and pursuant to
the Plan relating to the Registrable Common Stock of Holders that have provided
the Company a Notice and Questionnaire as required by Section 2.1 hereof.

         "Suspension Notice" has the meaning assigned to such term in Section
5.2.

         "Suspension Period" has the meaning assigned to such term in Section
5.2.

                          ARTICLE 2. SHELF REGISTRATION

         SECTION 2.1 Filing of Shelf Registration. The Company shall use its
commercially reasonable efforts to cause the Shelf Registration Statement to be
filed and declared effective by the Commission as promptly as practicable after
the date HEREOF on an appropriate form under the Securities Act relating to the
offer and sale of the Registrable Common Stock by the Holders thereof from time
to time in accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act; provided, however,
that no Holder will be named in the Prospectus included in such Shelf
Registration Statement unless such Holder has provided the Company a Notice and
Questionnaire prior to the date of the filing of the Shelf Registration
Statement with the Commission. Once the Shelf Registration Statement is declared
effective by the Commission, the Company will use its commercially reasonable
efforts to (i) cause the Shelf Registration Statement to remain effective, and
supplemented and amended throughout the Required Period and (ii) file
post-effective amendments on Form S-3 to each Shelf Registration Statement, as
soon as the Company is eligible to use Form S-3 for secondary offerings.

         SECTION 2.2 Shelf Registration Procedures.

                  (a) During the Required Period, any Holder shall be entitled
to sell all or any part of the Registrable Common Stock registered on behalf of
such Holder pursuant to the Shelf Registration Statement ("Holder Shelf
Offering"); provided, however, that with respect to any transferee that becomes
a Holder pursuant to Section 11.2, such Holder shall deliver a Notice and
Questionnaire to the Company at least ten (10) Business Days prior to any
intended distribution of Registrable Common Stock under a Shelf Registration
Statement. The Company shall (i) as promptly as is practicable after the date a
Notice and Questionnaire is received by the Company, but in any event within ten
(10) Business Days after such date, if required by applicable law, file with the
Commission a post-effective amendment to the applicable Shelf Registration
Statement or prepare and, if required by applicable law, file a supplement to
the related Prospectus or a supplement or amendment to any document incorporated
therein by reference or file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling securityholder in
such Shelf Registration Statement and the related Prospectus in such a manner as
to permit such Holder to deliver such Prospectus to purchasers of the
Registrable Common Stock in accordance with applicable law and, if the Company
shall file a post-effective




                                       5
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amendment to the Shelf Registration Statement, use commercially reasonable
efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as is practicable and (ii) notify such Holder as
promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to this Article 2; provided, however,
that if such Notice and Questionnaire is delivered during a Suspension Period,
the Company shall so inform the Holder delivering such Notice and Questionnaire
and shall take the actions set forth in clauses (i) and (ii) above upon
expiration of the Suspension Period as though such Holder's Notice and
Questionnaire had been delivered on the expiration date of such Suspension
Period.

                  (b) Any Holder may, by written notice to the Company, request
that the Company take any reasonable steps necessary to assist and cooperate
with such Holder to facilitate a Holder Shelf Offering, subject to the
provisions hereof. Such request will specify the number of shares of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof.

                         ARTICLE 3. DEMAND REGISTRATION

         SECTION 3.1 Request for Registration. (A) With respect to the
Registrable Notes, beginning on the date hereof, and (B) with respect to
Registrable Common Stock, beginning two (2) years following the Confirmation
Date and, in each case, prior to seven (7) years after the date hereof (the
"Demand Period"), any Holder or Holders (each a "Requesting Holder") may deliver
to the Company a written request (a "Demand Request") that the Company effect
the registration under the Securities Act of that number and/or aggregate
principal amount, as the case may be of Registrable Securities requested and
owned, beneficially or of record, by the Requesting Holder(s) (a "Demand
Registration"); provided, however, the Registrable Securities to be included in
such Demand Registration comprise on such date (i) 10% or more of the
outstanding Common Stock in the case of Registrable Common Stock and (ii) 10% or
more in aggregate principal amount of the outstanding Notes in the case of
Registrable Notes; provided, further, that the Company may, at its option, elect
to convert any Demand Registration to a registration for its own account (a
"Converted Registration"). The Company will in no event be required to effect
more than (i) two (2) Demand Registrations for the Holders in total in any
12-month period nor (ii) an aggregate of four (4) Demand Registrations for the
Holders in total; provided, however, that no Converted Registration shall be
deemed to be a Demand Registration and the number of Demand Registrations
available shall not be reduced by any such Converted Registration. Upon receipt
of a Demand Request, and subject to the provisions of this Article 3, the
Company will cause to be included in a Registration Statement on an appropriate
form under the Securities Act, filed with the Commission within (i) ninety (90)
days after receiving a Demand Request, in the case of Registrable Common Stock
and (ii) one hundred twenty (120) days after receiving a Demand Request, in the
case of Registrable Notes (in each case, a "Required Filing Date"), such
Registrable Securities as may be requested by such Requesting Holder(s) in their
respective Demand Request(s) together with any other Registrable Securities as
requested by Joining Holders joining in such Demand Request pursuant to Section
3.2. The Company shall use its commercially reasonable efforts to cause any such
Registration Statement to be declared effective by the Commission as promptly as
practicable after such filing.



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         SECTION 3.2 Notice of Demand Registrations. If, at any time, the
Company proposes to register Registrable Securities for the account of any
Requesting Holder pursuant to Section 3.1, the Company shall give written notice
of such proposed filing to all of the Holders that have identified themselves as
such to the Company as soon as practicable (but in no event later than the tenth
(10th) Business Day after receipt by the Company of such Demand Request). Upon
the written request of any non-Requesting Holder received by the Company no
later than the tenth (10th) Business Day after receipt by such Holder of the
notice sent by the Company (each such Holder a "Joining Holder"), to register,
on the same terms and conditions as the securities otherwise being sold pursuant
to such Demand Registration, any of its applicable Registrable Securities,
subject to Section 3.4 hereof, the Company will cause such Registrable
Securities to be included in the securities to be covered by the Registration
Statement proposed to be filed by the Company in respect of such Demand
Registration on the same terms and conditions as any similar securities included
therein, all to the extent required to permit the sale or other disposition by
each Holder of the Registrable Securities so registered.

         SECTION 3.3 Effective Registration. A registration of any Registrable
Securities will not count as a Demand Registration until the Registration
Statement relating to it has become effective pursuant to the Securities Act
(except with respect to any Requesting Holder that withdraws, at its sole
option, all of its Registrable Securities for such registration and the Company
has performed its obligations hereunder in all material respects, in which case
such demand will count as a Demand Registration on behalf of that Requesting
Holder unless the Requesting Holder pays all reasonable expenses actually
incurred by the Company in connection with such withdrawn registration);
provided, however, that if, after it has become effective, an offering of
Registrable Securities pursuant to a Registration Statement is terminated by any
stop order, injunction, or other order of the Commission or other governmental
agency or court, such registration pursuant thereto will be deemed not to have
been effected and will not count as a Demand Registration; provided, further,
that if the conditions to closing specified in any underwriting agreement or any
other agreement entered into in connection with such registration are not
satisfied, other than by reason of some act or omission by such Holder, such
registration pursuant thereto will be deemed not to have been in effect and will
not count as a Demand Registration.

         SECTION 3.4 Priority on Demand Registrations. Notwithstanding any term
of this Article 3 to the contrary, but only to the extent the Demand
Registration only contemplates underwritten offerings, no securities to be sold
for the account of any Person (including the Company) other than Requesting
Holders or Joining Holders shall be included in a Demand Registration unless the
lead underwriter or underwriters shall advise the Requesting Holders in writing
that the inclusion of such securities will not materially and adversely affect
the price per security to be offered in, or success of, the offering (a
"Material Adverse Effect"), subject to the Company's right to convert any Demand
Registration to a Converted Registration. Furthermore, in the event that the
lead underwriter or underwriters of such an underwritten offering shall advise
the Requesting Holders in writing that even after exclusion of all securities of
the other Persons pursuant to the immediately preceding sentence, the amount of
Registrable Securities proposed to be included in such Demand Registration by
Requesting Holders and Joining Holders is sufficiently large to cause a Material
Adverse Effect, the number of shares of Registrable Common Stock or the
aggregate principal amount of Registrable Notes, as the case may be, to be
included in such Demand Registration shall be allocated among all participating
Holders pro rata based on the ratio the number of shares of Registrable Common
Stock or





                                       7
<PAGE>

aggregate principal amount of Registrable Notes, as the case may be, each such
Holder requests to be included bears to the total number of shares of
Registrable Common Stock or aggregate principal amount of Registrable Notes, as
the case may be, of all Holders that have been requested to be included in such
registration; provided, however, that if, as a result of such pro-ration, any
Holder shall not be entitled to include in a registration all Registrable
Securities of the class that such Holder has requested to be included, such
Holder may elect to withdraw its request to include such Registrable Securities
in such registration or may reduce the number or principal amount, as the case
may be, requested to be included; provided, further, that (x) such request must
be made in writing prior to the earlier of the execution of the underwriting
agreement or the execution of the custody agreement with respect to such
registration and (y) such withdrawal or reduction shall be irrevocable.

                       ARTICLE 4. PIGGYBACK REGISTRATIONS

         SECTION 4.1 Holder Piggyback Registration. If at any time during the
Demand Period, the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of any securities for the Company's
own account (except pursuant to registrations on Form S-4 or any successor form
or on Form S-8 or any successor form relating solely to securities issued
pursuant to any benefit plan) (a "Company Registration"), the Company shall give
written notice of such proposed filing to the Holders that have identified
themselves as such to the Company as soon as practicable (but in no event less
than fifteen (15) days before the anticipated filing date). Such notice shall
specify the number or aggregate principal amount, as the case may be, of
securities proposed to be registered thereby, the proposed date of filing of
such Registration Statement with the Commission, the proposed means of
distribution of such securities and the proposed lead underwriters or
underwriters (if any). Upon the written request of any Holder, received by the
Company no later than the tenth (10th) Business Day after receipt by such Holder
of the notice sent by the Company, to register, on the same terms and conditions
as the securities otherwise being sold pursuant to such registration, any of its
Registrable Securities (which request shall state the intended method of
disposition thereof if the securities otherwise being sold are being sold by
more than one method of disposition), the Company will use its commercially
reasonable efforts to cause the Registrable Securities as to which registration
shall have been so requested to be included in the securities to be covered by
the Registration Statement proposed to be filed by the Company on the same terms
and conditions as any similar securities included therein, all to the extent
required to permit the sale or other disposition by such Holder of such
Registrable Securities so registered; provided, however, that, notwithstanding
the foregoing, the Company may at any time in its reasonable discretion, without
the consent of any Holder, delay or abandon the proposed offering in which any
Holder had requested to participate or cease the filing (or obtaining or
maintaining the effectiveness) of or withdraw the related Registration Statement
or other governmental approvals, registrations or qualifications; provided,
further, however, that the Company shall only be obligated to include
Registrable Notes in such Company Registration if such Company Registration
includes an offering of the Notes for its own account. A registration of
Registrable Securities pursuant to this Section 4.1 shall not be a Demand
Registration.

         SECTION 4.2 Priority on Piggyback Registrations. If the offering
related to the Company Registration is to be an underwritten offering and the
lead underwriter or underwriters advise the Company that the inclusion of a
Holder's Registrable Securities would cause a





                                       8
<PAGE>

Material Adverse Effect, then (i) the number or principal amount, as applicable,
of such Holders' Registrable Securities to be included in the Registration
Statement shall be reduced to an amount which, in the judgment of the lead
underwriter or underwriters, would eliminate such Material Adverse Effect or
(ii) if no such reduction would, in the judgment of the lead underwriter or
underwriters, eliminate such Material Adverse Effect, then the Company shall
have the right to exclude all such Registrable Securities from such Registration
Statement. Any partial reduction in the number or aggregate principal amount, as
the case may be, of Registrable Securities to be included in the Registration
Statement pursuant to clause (i) of the immediately preceding sentence shall be
effected pro rata based on the ratio which (A) the number of Registrable
Securities of such Holder requested to be included in the Company Registration
bears to (B) the total number or aggregate principal amount, as the case may be,
of Registrable Securities requested to be included in such Registration
Statement by all Holders who have requested that their securities be included in
such Registration Statement.

         SECTION 4.3 Converted Registration. Notwithstanding the provisions of
Section 4.2 hereof, in the event of a Converted Registration, the Company and
the Holders shall jointly have first priority and the Registrable Securities to
be offered for the account of the Company and the Holders pursuant to such
Converted Registration shall be pro rated between the Company and the Holders
based on (i) the number of Registrable Securities all such Holders request be
included in the Converted Registration (with pro-ration amongst Holders based on
the number of Registrable Securities each such Holder proposed to offer pursuant
to the Converted Registration) and (ii) the number of shares proposed to be
offered by the Company in the Converted Registration.

                  ARTICLE 5. STANDSTILL AND SUSPENSION PERIODS

         SECTION 5.1 Company Standstill Period. Without the prior written
consent of the lead underwriter or underwriters in a Holder Shelf Offering
during the Required Period or in a Demand Registration, the Company agrees not
to effect any sale or distribution of any securities the same as or similar to
the Registrable Securities, or any securities convertible into or exchangeable
or exercisable for any of the Company's securities that are the same as or
similar to the Registrable Securities (except pursuant to registrations on Form
S-4 or any successor form or on Form S-8 or any successor form relating solely
to securities offered pursuant to any benefit plan), during the fourteen (14)
Business Days prior to the effectiveness under the Securities Act of any
underwritten registration of such securities and until the earlier of (i) the
date on which the offering to which such registration relates is completed and
(ii) ninety (90) days after such effective date or such longer period as may be
reasonably required by the managing underwriter or underwriters of such
underwritten registration (except as part of such registration).

         SECTION 5.2 Suspension Period The Company may, by notice in writing to
each Holder, suspend the Demand Registration rights of the Holder and/or require
the Holders to suspend use of any resale Prospectus included in a Shelf
Registration Statement for any period determined in good faith by the Board of
Directors of the Company if there shall occur and be continuing a Material
Disclosure Event (such period, a "Suspension Period"). Notwithstanding the
foregoing, no Suspension Period shall exceed ninety (90) days in any one
instance or be invoked by the Company more than twice in any 12-month period;
provided, however, that each day during any Suspension Period shall only be
counted once in determining the aggregate





                                       9
<PAGE>

number of days in such Suspension Period notwithstanding the occurrence of
multiple concurrent deferrals; provided, further, that no suspension period may
commence if it is less than ninety (90) days after the prior suspension period.
Each Holder agrees that, upon receipt of notice from the Company of the
occurrence of a Material Disclosure Event (a "Suspension Notice"), such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to the
Shelf Registration Statement until the earlier of (i) the expiration of the
Suspension Period and (ii) such Holder's receipt of a notice from the Company to
the effect that such suspension has terminated. If so directed by the Company,
such Holder will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such Holder's possession, of the most
recent Prospectus covering such Registrable Securities at the time of receipt of
such Suspension Notice. In the event of a Suspension Notice, during the
Suspension Period the Company shall use commercially reasonable efforts, and
promptly after such time as the related Material Disclosure Event no longer
exists or has been publicly disclosed the Company shall take such commercially
reasonable actions as are necessary or desirable, to give effect to any Holders'
rights under this Agreement that may be, or have been, affected by such notice,
including the Holders' Demand Registration rights and rights with respect to the
Shelf Registration Statement.

         SECTION 5.3 Holder Standstill Period. Without the prior written consent
of the Company or the lead underwriter or underwriters prior to the closing, or
the prior written consent of the lead underwriter or underwriters of the
offering thereafter, no Holder shall effect any disposition of Registrable
Securities under the Shelf Registration Statement or any public sale or
distribution pursuant to Rule 144 during the fourteen (14) Business Days prior
to the effectiveness under the Securities Act of any underwritten registration
of securities of the Company that are the same as or similar to the Registrable
Securities, or of any securities convertible into or exchangeable or exercisable
for the Company securities that are the same as or similar to the Registrable
Securities and until the earlier of (i) the date on which the offering to which
such registration relates is completed and (ii) ninety (90) days after such
effective date or such longer period as may be reasonably required by the
managing underwriter or underwriters of such underwritten registration (except
as part of such registration); provided, such Holders are timely notified in
writing of such underwritten registration by the Company, the selling Holders or
the managing underwriter or underwriters.

                       ARTICLE 6. REGISTRATION PROCEDURES

         SECTION 6.1 Company Obligations. Whenever the Company is required
pursuant to this Agreement to register Registrable Securities, it will:

                  (a) cause the related Registration Statements to include a
Prospectus intended to permit each Holder to resell, at such Holder's election,
all or part of the Registrable Securities held by such Holder without
restriction;

                  (b) promptly and timely prepare and file with the Commission
such amendments and post-effective amendments to any such Registration
Statements as may be necessary to keep each such Registration Statement
continuously effective (subject to any Suspension Periods) during the applicable
Required Period;




                                       10
<PAGE>

                  (c) promptly and timely cause each Prospectus to be
supplemented by any required Prospectus supplement;

                  (d) give the Holders who own Registrable Securities to be
registered under such Registration Statement, the lead underwriter, and their
respective counsel and accountants, the timely opportunity to participate in the
preparation of such Registration Statement, each Prospectus included therein or
filed with the Commission and each amendment or supplement to the foregoing
items;

                  (e) if requested by the lead underwriter or reasonably
requested by any Holder who owns Registrable Securities to be registered,
promptly incorporate in, and make all required filings of, a Prospectus
supplement or post-effective amendment and such information as the lead
underwriter or any such Holder reasonably requests to be included therein,
including, without limitation, with respect to the Registrable Securities being
sold by such Holder, the purchase price being paid therefore by the underwriters
and with respect to any other terms of the underwritten offering of the
Registrable Securities to be sold in such offering, and promptly make all
required filings of such Prospectus supplement or post-effective amendment;

                  (f) cause (i) any such Registration Statement and any
amendment or supplement thereto, as of the effective date of such Registration
Statement, amendment or supplement, (x) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission promulgated thereunder and (y) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(ii) the related Prospectus, (x) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of
the Commission promulgated thereunder and (y) not to contain any 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 the light of the
circumstances under which they were made, not misleading;

                  (g) furnish to the Holders such number of conformed copies of
such Registration Statement and of each such amendment thereto (in each case
including all exhibits thereto), such number of copies of the Prospectus
included in such Registration Statement (including each preliminary and final
Prospectus and each supplement thereto), and such number of the documents, if
any, incorporated by reference in such Registration Statement or Prospectus, as
each Holder reasonably may request;

                  (h) use its commercially reasonable efforts (i) to register or
qualify the Registrable Securities covered by such Registration Statement under
such securities or "blue sky" laws of the states of the United States as each
Holder reasonably shall request, to keep such registration or qualification in
effect for so long as such Registration Statement remains in effect, and to do
any and all other acts and things that may be necessary or advisable to enable
the Holders to consummate the disposition in such jurisdictions of the
Registrable Securities covered by such Registration Statement, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction in which it is not
obligated to be so qualified, or to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in any such
jurisdiction and (ii) to obtain all other




                                       11
<PAGE>

approvals, consents, exemptions or authorization from securities regulatory
authorities or government agencies as may be necessary to enable such Holders to
consummate the disposition of the Registrable Securities;

                  (i) (A) immediately notify the Holders, at any time when a
Prospectus or Prospectus supplement relating thereto is required to be delivered
under the Securities Act, upon discovery that, or upon the occurrence of any
event as a result of which, the Registration Statement or the Prospectus
included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state 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, which untrue statement
or omission requires amendment of the Registration Statement or supplementing of
the Prospectus, and when any such amendment or supplement to the Registration
Statement or Prospectus has become effective, and (B) prepare and furnish to the
Holders a reasonable number of copies of a supplement to such Prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus shall not include 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 the light of the circumstances
under which they were made, not misleading; provided, however, that with respect
to Registrable Securities registered pursuant to such Registration Statement,
each Holder agrees that it will not sell any Registrable Securities pursuant to
such Registration Statement during the time after the furnishing of the
Company's notice that the Company is preparing and filing with the Commission a
supplement to or an amendment of such Prospectus or Registration Statement;
provided, further, that the Company shall use its commercially reasonable
efforts to prepare and make effective such supplement or amendment;

                  (j) comply in all material respects with all applicable rules
and regulations of the Commission, and make available to holders of its
securities, as soon as reasonably practicable, but in any event not later than
thirty (30) days after the end of the 12-month period beginning with the
Company's first fiscal quarter commencing after (i) the effective date (as
defined in Rule 158(c) under the Securities Act) of such Registration Statement
and (ii) the effective date of each post-effective amendment to such
Registration Statement, an earnings statement of the Company and its
subsidiaries which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including Rule 158);

                  (k) provide and cause to be maintained a transfer agent and
registrar for the Registrable Securities covered by such Registration Statement
from and after a date not later than the effective date of such Registration
Statement; it being hereby agreed that the Holders shall furnish to the Company
such information regarding the Holders and the plan and method of distribution
of Registrable Securities intended by the Holders as the Company may from time
to time reasonably request in writing and as shall be required by law or by the
Commission in connection therewith;

                  (l) provide CUSIP numbers for each of the Common Stock and the
Notes;

                  (m) notify the Holders and the lead underwriter or
underwriters, if any, promptly, and (if requested by any such Person) confirm
such notice in writing, (i) when a Prospectus,





                                       12
<PAGE>

Prospectus supplement or post-effective amendment related to such Registration
Statement has been filed, and, with respect to such Registration Statement or
any post-effective amendment thereto, when the same has become effective, (ii)
of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to such Registration Statement or
related Prospectus, (iii) of the issuance by the Commission or any other federal
or state governmental authority of any stop order suspending the effectiveness
of such Registration Statement or the initiation of any proceedings for that
purpose and (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;

                  (n) use commercially reasonable efforts to prevent the
issuance of any order suspending the effectiveness of such Registration
Statement, or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any
jurisdiction, and in the event of the issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order suspending the
qualification (or exemption from qualification) of any Registrable Securities
included in such Registration Statement for sale in any jurisdiction, use
commercially reasonable efforts to obtain the withdrawal of such order, at the
earliest possible moment;

                  (o) enter into customary agreements (including underwriting
agreements in customary form, which shall include "lock-up" obligations as may
be requested by the lead underwriter or underwriters, not to exceed one hundred
eighty (180) days in duration, but excluding shares that may be issued pursuant
to benefit plans or in connection with mergers or acquisitions) and take such
other actions (including using its reasonable efforts to make road show
presentations (it being agreed that such presentations by officers of the
Company in excess of an aggregate of fourteen (14) days in duration during any
12-month period for all Demand Registrations and the Shelf Registration
Statement under this Agreement shall be unreasonable) and otherwise engaging in
such reasonable marketing support in connection with any underwritten offering
(a "Road Show")) as are reasonably requested by any selling Holder in order to
expedite or facilitate the sale or disposition of any Registrable Securities and
in such connection, whether or not an underwriting agreement is entered into and
whether or not the Registrable Securities are to be sold in an underwritten
offering, make such representations and warranties to the holders of such
Registrable Securities and the underwriter or underwriters, if any, in form and
substance and scope as are customarily made in connection with such offerings of
equity securities.

                  (p) make available for inspection by each Holder, any
underwriter participating in any disposition pursuant to such registration, and
any attorney, accountant or other agent retained by such Holder or any such
underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the officers, directors and employees of,
and independent accountants and counsel to, the Company to supply all
information reasonably requested by any such Inspector in connection with such
registration, provided, however, that (i) in connection with any such
inspection, any such Inspectors shall cooperate to the extent reasonably
practicable to minimize any disruption to the operation by the Company of its
businesses, (ii) Records and





                                       13
<PAGE>

information obtained hereunder shall be used by such Inspectors only to exercise
their due diligence responsibility and (iii) Records or information furnished or
made available hereunder shall be kept confidential and shall not be disclosed
by such Holder, underwriter or Inspectors unless (A) the disclosure of such
Records or information is necessary so that (1) any Prospectus would 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 the light
of the circumstances under which they were made, not misleading and (2) any
Registration Statement would not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (B) the release of such Records or
information is ordered pursuant to a subpoena or other order from a court or
governmental authority of competent jurisdiction or a third party or (C) such
Records or information otherwise become available to the public other than
through disclosure by such Holder, underwriter or Inspector in breach hereof or
by any Person in breach of any other confidentiality arrangement.

Each Holder agrees that it will use its commercially reasonable efforts, prior
to making any disclosure allowed by this Section 6.1(p)(iii)(A) or (B), to
inform the Company that such disclosure is necessary to avoid or correct a
misstatement or omission in the Registration Statement or ordered pursuant to a
subpoena or other order from a court or governmental authority of competent
jurisdiction or otherwise required by law. Such Holder further agrees that it
will, upon learning that disclosure of such Records or information is sought by
a court or governmental authority or otherwise required by law, give notice to
the Company and allow the Company, at the expense of the Company, to undertake
appropriate action to prevent disclosure of the Records or information deemed
confidential.

                  (q) furnish to each Holder and to each underwriter, if any, a
signed counterpart, addressed to such Holder or such underwriter, if any, of (i)
an opinion or opinions of counsel to the Company (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the appointed
representative of or counsel to the Holders of at least 50% in number and/or
principal amount, as the case may be, of the Registrable Securities being
registered) covering the matters customarily covered in opinions requested in
such offerings of equity or debt securities and such other matters as may be
reasonably requested by such representative or counsel and (ii) a "comfort"
letter or "comfort" letters from such Company's independent public accountants
who have certified the Company's financial statements included in such
Registration Statement (which letter or letters (in form, scope and substance)
shall be reasonably satisfactory to the appointed representative of, or counsel
to, the Holders of at least fifty percent (50%) in number and/or principal
amount, as the case may be, of Registrable Securities being registered) in
customary form and covering such matters of the type customarily covered by
"comfort" letters in relation to such offerings and such other matters as such
Holders or the lead underwriter or underwriters reasonably request;

                  (r) file all such information, documents and other reports
required to be filed by Sections 13 or 15(d) of the Exchange Act and applicable
to a U.S. company subject to such sections, within such time limits and periods
provided therefor notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Sections 13 or 15(d) of the Exchange
Act;




                                       14
<PAGE>

                  (s) keep a single representative of the selling Holders of
each class of Registrable Securities (appointed by the Holders of a majority of
the respective classes of Registrable Securities in the registration) advised as
to the initiation and progress of any registration hereunder;

                  (t) cooperate with each selling Holder of Registrable
Securities and each underwriter participating in the disposition of such
Registrable Securities and underwriters' counsel in connection with any filings
required to be made with the National Association of Securities Dealers, Inc.;
and

                  (u) use its commercially reasonable efforts to take all other
action necessary to effect the registration of the Registrable Securities
contemplated hereby.

         SECTION 6.2 Listing Obligations. The Company agrees that it will:

                  (a) use its commercially reasonable efforts to secure and
maintain a listing of the Common Stock on the New York Stock Exchange or
quotation on the NASDAQ Stock Market as promptly as practicable following
effectiveness of the Plan; and

                  (b) use its commercially reasonable efforts to facilitate the
quotation of the Common Stock on the OTC Bulletin Board as soon as practicable
following effectiveness of the Plan.

                           ARTICLE 7. INDEMNIFICATION

         SECTION 7.1 Indemnification by the Company. The Company agrees to
indemnify and reimburse, to the fullest extent permitted by law, each seller of
Registrable Securities, and each of its employees, advisors, agents,
representatives, partners, members, officers, and directors and each Person who
controls such seller (within the meaning of the Securities Act or the Exchange
Act) and the employees, advisors, agents, representatives, partners, members,
officers, and directors thereof (collectively, the "Seller Affiliates") against
any and all losses, claims, damages, liabilities, and expenses, joint or several
(including, without limitation, all costs of appearing as a witness in any
action, suit or proceeding and attorneys' fees and disbursements except as
limited by Section 7.3 hereof) and any investigation, legal or other expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claim asserted) (collectively, "Damages")
to which such Person may become subject under the Securities Act, the Exchange
Act or other federal or state securities laws or regulation, at common law or
otherwise, insofar as such Damages are based upon, arising out of or resulting
from (i) any untrue or alleged untrue statement of a material fact contained in
any Registration Statement, Prospectus, or preliminary Prospectus relating to
the offer and sale of Registrable Securities or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities or blue sky laws in
connection with the Registration Statement, Prospectus or preliminary Prospectus
or any amendment or supplement thereto, except insofar as the same are (A) made
in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of such seller or any Seller Affiliate





                                       15
<PAGE>

specifically for inclusion in the Registration Statement, (B) made in any
preliminary Prospectus if the seller failed to deliver a copy of the Prospectus
with or prior to the delivery of written confirmation of the sale by the seller
to the party asserting the claim underlying such Damages and such Prospectus
would have corrected such untrue statement or omission, or (C) made in any
Prospectus if such untrue statement or omission was corrected in an amendment or
supplement to such Prospectus delivered to the seller prior to the sale of
Registrable Securities and the seller failed to deliver such amendment or
supplement prior to or concurrently with the sale of Registrable Securities to
the party asserting the claim underlying such Damages. The Company shall also
indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution customarily indemnified
by issuers in underwritten public offerings, their officers, directors, agents
and employees and each Person who controls such Persons (within the meaning of
the Securities Act or the Exchange Act), to the same extent as provided above
with respect to the indemnification of the seller hereunder. The reimbursements
required by this Section 7.1 will be made promptly by periodic payments during
the course of the investigation or defense, as and when bills are received or
expenses incurred.

         SECTION 7.2 Indemnification by the Holders. In connection with any
Registration Statement in which a seller of Registrable Securities is
participating, each such selling Holder will furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in
connection with any such Registration Statement or Prospectus and, to the
fullest extent permitted by law, each such seller will indemnify and reimburse
the Company and its directors and officers and each Person who controls the
Company (within the meaning of the Securities Act or the Exchange Act) against
any and all Damages, based upon, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, Prospectus, or any preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any information or affidavit so furnished in writing
by such seller or any of its Seller Affiliates specifically for inclusion in the
Registration Statement; provided, that the obligation to indemnify will be
several, not joint and several, among such sellers of Registrable Securities,
and the liability of each such seller of Registrable Securities will be in
proportion to, and provided further that such liability will be limited to, the
net amount received by such seller from the sale of Registrable Securities
pursuant to such Registration Statement; provided, however, that such seller of
Registrable Securities shall not be liable in any such case to the extent that
prior to the filing of any such Registration Statement or Prospectus or
amendment thereof or supplement thereto, such seller has furnished in writing to
the Company information expressly for use in such Registration Statement or
Prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company. Each seller
shall indemnify the underwriters under terms customary to such underwritten
offerings as reasonably requested by such underwriters. The Company and each
seller shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as customarily furnished
by such Persons in similar circumstances.




                                       16
<PAGE>

         SECTION 7.3 Notice of Claims, Etc. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give such notice shall not limit the rights of
such Person except to the extent that the indemnifying party is materially
prejudiced thereby) and (ii) unless such indemnified party has been advised by
counsel that a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided, however, that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (A) the indemnifying party
has agreed to pay such fees or expenses, (B) the indemnifying party shall have
failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such person, (C) the named parties to any such action or
proceeding (including any impleaded parties) include both such indemnified party
and the indemnifying party, and such indemnified party shall have been advised
by counsel in writing that there is a conflict of interest on the part of
counsel employed by the indemnifying party to represent such indemnified party
or (D) the indemnified party's counsel shall have advised the indemnified party
that there are defenses available to the indemnified party that are different
from or in addition to those available to the indemnifying party and that the
indemnifying party is not able to assert on behalf of or in the name of the
indemnified party (in which case of either (C) or (D), if such indemnified party
notifies the indemnifying party in writing that it elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such action or proceeding on behalf
of such indemnified party but shall have the right to participate through its
own counsel). If such defense is not assumed by the indemnifying party as
permitted hereunder, the indemnifying party will not be subject to any liability
for any settlement made by the indemnified party without its consent (but such
consent will not be unreasonably withheld). If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim without the prior
written consent of the indemnified party (such consent not to be unreasonably
withheld), unless the settlement involves only the payment of money by the
indemnifying party, provides for a full and unconditional release of the
indemnified party and does not include a statement as to, or any admission of,
fault, culpability or a failure to act by, or on behalf of, the indemnified
party. An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless any indemnified party shall have been advised
by counsel in writing that a conflict of interest exists between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and disbursements of such additional counsel or counsels.

         SECTION 7.4 Contribution. Each party hereto agrees that, if for any
reason the indemnification provisions contemplated by Section 7.1 or 7.2 hereof
are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities, or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, liabilities, or expenses (or actions in respect thereof)
(i) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses





                                       17
<PAGE>

or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect the relative
benefits of the indemnified party and indemnifying party from the offering of
the securities covered by such Registration Statement as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or indemnified party, and the parties, relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 7.4 were determined by pro
rata allocation (even if the Holders or any underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 7.4. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or, except as provided in Section 7.3 hereof, defending any such
action or claim. Notwithstanding the provisions of this Section 7.4, no Holder
shall be required to contribute an amount greater than the dollar amount by
which the net proceeds received by such Holder with respect to the sale of any
Registrable Securities exceeds the amount of damages which such Holder has
otherwise been required to pay by reason of such statement or 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 in this Section 7.4 to contribute shall be several in proportion to
the amount of Registrable Securities registered by them and not joint.

         If sufficient indemnification is available under this Article 7, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 7.1 and 7.2 hereof without regard to the relative fault of
said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 7.4.

         SECTION 7.5 Survival. The indemnification and contribution provided for
under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director, or controlling Person of such indemnified party and will survive the
transfer of securities.

                               ARTICLE 8. EXPENSES

          The Company agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
(a) all Commission and any NASD registration and filing fees and expenses, (b)
all fees and expenses in connection with the registration or qualification of
the Registrable Securities for offering and sale under the state securities and
"blue sky" laws and determination of their eligibility for investment under the
laws of such United States jurisdictions as the Holders or underwriters, if any,
of such Registrable Securities may designate, including reasonable fees and
disbursements, if any, of counsel for the selling holders or underwriters in
connection with such registrations or qualifications and determination,






                                       18
<PAGE>

(c) all expenses relating to the preparation, printing, distribution and
reproduction of the Registration Statement required to be filed hereunder, each
Prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Registrable Securities for delivery and the expenses of printing or producing
any underwriting agreement(s), agreement(s) among underwriters and "blue sky" or
legal investment memoranda, any selling agreements and all other documents in
connection with the offering, sale or delivery of Registrable Securities to be
disposed of (including certificates representing the Registrable Securities),
(d) the Company's messenger, telephone and delivery expenses, (e) fees and
expenses of any trustee under any indenture, any transfer agent and registrar
with respect to the Registrable Securities and any escrow agent, custodian,
administrative agent or security agent, (f) internal expenses (including,
without limitation, all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the
Company's (including the expenses of any opinions or "comfort" letters required
by or incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" required by the NASD Rules
in connection with any underwriting arrangements, (i) reasonable fees,
disbursements and expenses of one firm of counsel for the Holders of Registrable
Securities retained in connection with such registration (which shall be
selected by the Holders of a majority in aggregate principal amount or number,
as the case may be, of the outstanding Registrable Securities being registered,
subject to the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed), (j) fees, expenses and disbursements of any
other Persons, including special experts, retained by the Company's in
connection with such registration, (k) all fees and expenses incurred in
connection with the qualification of the shares of Common Stock for quotation on
The NASDAQ Stock Market, or the listing of such shares on any securities
exchange, and (l) all expenses in connection with its performance of its
obligations under Section 6.1 (collectively, the "Registration Expenses"). To
the extent that any Registration Expenses are incurred, assumed or paid by any
Holder of Registrable Securities or any underwriter thereof, the Company's shall
reimburse such Person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the Holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

                      ARTICLE 9. CURRENT PUBLIC INFORMATION

          The Company shall timely file all reports required to be filed by it
under the Securities Act and the Exchange Act and shall at all times comply with
the requirements of Rule 144(c) under the Securities Act, as such Rule may be
amended from time to time (or any similar rule or regulation hereafter adopted
by the Commission), regarding the availability of current public information to
the extent required to enable any Holder to sell Registrable Securities without
registration under the Securities Act pursuant to the resale provisions of Rule
144 of the Securities Act (or any similar rule or regulation), and pursuant to
Form S-3 or any similar short form Registration Statement.




                                       19
<PAGE>

                      ARTICLE 10. SELECTION OF UNDERWRITERS

         SECTION 10.1 Underwritten Offering. The offering of Registrable
Securities pursuant to a Demand Registration shall be in the form of a "firm
commitment" underwritten offering. The Holders holding fifty percent (50%) in
number and/or principal amount, as the case may be, of the Registrable
Securities being registered in a Demand Registration shall select a nationally
recognized investment banking firm or firms to manage the underwritten offering;
provided, that such selection shall be subject to the consent of the Company,
which consent shall not be unreasonably withheld; provided, further, that in the
event of a Converted Registration pursuant to Section 3.1, the Company shall
have the right, in its sole discretion, to select a nationally recognized
investment banking firm or firms to manage any such underwritten offering.

         SECTION 10.2 Participation in Underwritten Offering. No Person may
participate in any registration pursuant to Section 3.1 or otherwise under this
Agreement unless such Person (x) agrees to sell such Person's Registrable
Securities that are the subject of the Demand Request on the basis provided in
any reasonable, market standard underwriting arrangements and (y) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements; provided, however, that no such Person shall be
required to make any representations or warranties in connection with any such
registration other than representations and warranties as to (i) such Person's
ownership of his, her or its Registrable Securities that are the subject of the
Demand Request to be transferred free and clear of all liens, claims, and
encumbrances, (ii) such Person's power and authority to effect such transfer,
and (iii) such matters pertaining to compliance with securities laws as may be
reasonably requested; provided, further, however, that the obligation of such
Person to indemnify pursuant to any such underwriting arrangements shall be
several, not joint and several, among such Persons selling Registrable
Securities, and the liability of each such Person shall be in proportion
thereto, and shall be limited to, the net amount received by such Person from
the sale of his or its Registrable Securities pursuant to such registration.

                            ARTICLE 11. MISCELLANEOUS

         SECTION 11.1 Notice Generally. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Agreement shall specify the Section of this
Agreement pursuant to which it is given or being made and shall be deemed
sufficiently given or made if in writing and signed by the party making the
same, and either delivered in person with receipt acknowledged or sent by
registered or certified mail, return receipt requested, postage prepaid, or by
telecopy and confirmed by telecopy answerback, addressed, if to any Holder, at
the address of such Holder as set forth on the signature pages hereto; and if to
the Company at:

                           International Wire Group, Inc.
                           101 South Hanley Road
                           St. Louis, Missouri 63105
                           Attention:  Chief Executive Officer
                           Telecopy Number: (314) 719-1040




                                       20
<PAGE>

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three (3) Business Days after the same shall have been deposited
in the United States mail (by registered or certified mail, return receipt
requested, postage prepaid), whichever is earlier.

         SECTION 11.2 Successors and Assigns. The rights and benefits of Holders
under this Agreement may not be assigned by any Holder except as set forth
below. Each Holder may, without the prior written consent of the Company, assign
its rights and benefits under this Agreement to another Holder or a Permitted
Assignee who agrees to be bound by the terms hereof, whereupon such Permitted
Assignee shall be deemed to be a Holder for all purposes of this Agreement. The
rights of each Holder under this Agreement may also be assigned, in whole or in
part, to any third party transferee or assignee solely with respect to a
Holder's Registrable Common Stock; provided, however, that nothing contained
herein shall prevent a Holder from assigning rights and benefits relating to its
Registrable Notes to another Holder or a Permitted Transferee; provided,
further, however, that the Company is given written notice by such Holder prior
to said transfer, stating the name and address of such transferee or assignee
and identifying the securities with respect to which such registration rights
are being transferred or assigned, accompanied by the agreement of such
transferee or assignee to be bound as a Holder under the terms hereof, and the
Company gives prior written consent to such transfer, which consent shall not be
unreasonably withheld or delayed. This Agreement shall be binding on all
successors to the Company and the Holders.

         SECTION 11.3 Withdrawal. Any Holder may withdraw from this Agreement
upon providing written notice to the Company and each of the other Holders and
such withdrawing Holder shall have no further rights hereunder, nor shall such
Holder have any obligations hereunder other than any obligation arising from any
event or state of facts occurring prior to the receipt of such written
notification by the Company and the other Holders.

         SECTION 11.4 Amendments and Waivers. This Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a 66
2/3% of the number of shares of Common Stock that are Registrable Securities at
the time outstanding; provided, however, that no amendments may be made to (i)
the first sentence of Section 3.1 in respect of the percentage of Registrable
Securities required to be included in a Demand Registration, (ii) Section 7.1 or
Section 11.12, or (iii) this Section 11.4, without the prior written consent of
all Holders of Registrable Securities. Each Holder of any Registrable Securities
at the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 11.4, whether or not any notice, writing or
marking indicating such amendment or wavier appears on such Registrable
Securities or is delivered to such Holder.

         SECTION 11.5 Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any





                                       21
<PAGE>

provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

         SECTION 11.6 Headings. The headings used in this Agreement are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.

         SECTION 11.7 Governing Law. This Agreement shall be governed
exclusively by, construed and enforced in accordance with, the laws of the State
of New York, without regard to the provisions thereof relating to conflict of
laws.

         SECTION 11.8 Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         SECTION 11.9 Entire Agreement. This Agreement embodies the entire
agreement and understanding among the Company and the Holders in respect of the
subject matter contained herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to the subject matter of
this Agreement.

         SECTION 11.10 Specific Performance. The parties hereto acknowledge and
agree that the Holders would not have adequate remedies at law and would be
irreparably harmed if any of the provisions of this Agreement were not performed
by the Company in accordance with the specific terms hereof or were otherwise
breached, and that, in such case, it would be impossible to measure in money the
damages to such Holders. It is accordingly agreed that the Holders shall be
entitled to injunctive relief or the enforcement of other equitable remedies,
without bond or other security, to compel performance and to prevent breaches of
this Agreement and specifically to enforce the terms and provisions hereof, in
addition to any other remedy to which they may be entitled, at law or in equity.

         SECTION 11.11 Further Assurances. The Company and the Holders shall
each execute such documents and perform such further acts as may be reasonably
required or desirable to carry out or to perform the provisions of this
Agreement.

         SECTION 11.12 Indemnification. The Company agrees to indemnify and
reimburse, to the fullest extent permitted by law, each Holder party to this
Agreement and each of its employees, advisors, agents, representatives,
partners, members, officers, and directors and each Person who controls such
Holder (within the meaning of the Securities Act or the Exchange Act) and the
employees, advisors, agents, representatives, partners, members, officers, and
directors thereof against any and all Damages arising out of or related to any
claims (other than any claims by a Holder or any of its Affiliates) which arise
out of or relate to the amendment of the Original Agreement. Each of the parties
hereto agrees that this indemnification obligation shall be subject to the
procedures set forth in Section 7.3 and shall survive in accordance with Section
7.5.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




                                       22
<PAGE>


         IN, WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Registration Rights Agreement to be duly executed and delivered as of
the date first above written.



                                           INTERNATIONAL WIRE GROUP, INC.


                                                 By: /s/ JOSEPH M. FIAMINGO
                                                    ----------------------------
                                                         Joseph M. Fiamingo
                                                         Chief Executive Officer





     [SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

<PAGE>


                                  GSCP (NJ), INC.


                                      By: /s/ ROBERT HAMWEE
                                         ---------------------------------------
                                      Name: Robert Hamwee
                                           -------------------------------------
                                      Title: Managing Director GSC Partners
                                            ------------------------------------



     [SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                               SPECIAL VALUE ABSOLUTE RETURN
                               FUND, LLC

                               BY:  SVAR/MM, LLC, its Managing Member

                               BY: Tennenbaum Capital Partners, LLC, its
                                   Managing Member

                               By: TENNENBAUM & CO., LLC, its Managing Member

                                        By: /s/ MARK K. HOLDSWORTH
                                           -------------------------------------
                                        Name: Mark K. Holdsworth
                                             -----------------------------------
                                        Title: Managing Partner
                                              ----------------------------------



                               Special Value Opportunities
                               Fund, LLC



                                        By: /s/ MARK K. HOLDSWORTH
                                           -------------------------------------
                                        Name: Mark K. Holdsworth
                                             -----------------------------------
                                        Title:  Authorized Signatory


     [SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

<PAGE>


                               INTERNATIONAL WIRE HOLDING COMPANY



                               By: /s/ DAN WEBER
                                  ----------------------------------------------
                               Name: Dan Weber
                                    --------------------------------------------
                               Title: Asst. Secretary
                                     -------------------------------------------




     [SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                     ANNEX A

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial owner of (i) common stock, par value $.01
per share (the "Common Stock"), and/or (ii) 10% Secured Senior Subordinated
Notes (the "Notes", and together with the Common Stock, the "Registrable
Securities"), of International Wire Group, Inc. (the "Company") understands that
the Company intends to file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Shelf Registration
Statement") for the registration and sale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities in
accordance with the terms of the Registration Rights Agreement, dated as of
October 20, 2004 (the "Registration Rights Agreement") among the Company and the
Holders named therein. All capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Registration Rights Agreement.

         Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner. Beneficial owners must complete and deliver this Notice and
Questionnaire prior to the effectiveness of the Shelf Registration Statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related prospectus.
Accordingly, Holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Shelf Registration Statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement.




                                      A-1
<PAGE>


         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

1.       (a) Full legal name of Selling Securityholder:



         (b) Full legal name of registered Holder (if not the same as (a) above)
         through which Registrable Securities listed in (3) below are held (if
         the same write "same"):



         (c) Full legal name of Depository Trust Company participant (if
         applicable and if not the same as (b) above) through which Registrable
         Securities listed in (3) below are held (if the same write "same"):



2.       Address for notices to Selling Securityholder:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         Telephone (including area code):
                                         ---------------------------------------

         Fax (including area code):
                                   ---------------------------------------------

         Contact Person:
                        --------------------------------------------------------

3.       Beneficial ownership of Registrable Securities:

         (a) Number of Registrable Securities beneficially owned:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         (b) CUSIP No(s). of such Registrable Securities beneficially owned:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

4.       Beneficial ownership of the Company securities owned by the Selling
         Securityholder:

         Except as set forth below in this Item (4), the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Registrable Securities listed above in Item (3).

         (a) Type, number and/or amount of other Company securities beneficially
         owned by the Selling Securityholder:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         (b) CUSIP No(s). of such other Company securities beneficially owned:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------




                                      A-2
<PAGE>

5.       Relationship with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (5% or
         more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

6.       Plan of distribution:

         Except as set forth below, the undersigned (including its donees or
         pledgees) intends to distribute the Registrable Securities listed above
         in Item (3) pursuant to the Shelf Registration Statement only as
         follows (if at all): such Registrable Securities may be sold from time
         to time directly by the undersigned or alternatively, through
         underwriters, broker-dealers or agents. If the Registrable Securities
         are sold through underwriters or broker-dealers, the Selling
         Securityholder will be responsible for underwriting discounts or
         commissions or agent's commissions. Such Registrable Securities may be
         sold in one or more transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time of
         sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve block transactions) (i) on any national
         securities exchange or quotation service on which the Registrable
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market or (iv) through
         the writing of options. In connection with sales of the Registrable
         Securities or otherwise, the undersigned may enter into hedging
         transactions with broker-dealers, which may in turn engage in short
         sales of the Registrable Securities and deliver Registrable Securities
         to close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules thereunder relating
to stock manipulation, particularly Regulation M thereunder (or any successor
rules or regulations), in connection with any offering of Registrable Securities
pursuant to the Shelf Registration Statement. The undersigned agrees that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

         The Selling Securityholder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
as set forth therein.

         Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
certain liabilities.

         In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.




                                      A-3
<PAGE>


         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:

                                        Beneficial Owner:


                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:












      PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

                         International Wire Group, Inc.
                        101 South Hanley Road, Suite 1050
                            St. Louis, Missouri 63105
                       Attention: Chief Executive Officer




                                      A-4