Exhibit 4.10

                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of May 29, 2007


                                  by and among


                              CLAIRE'S STORES, INC.


                   THE GUARANTORS LISTED ON SCHEDULE I HERETO


                                       and


                            BEAR, STEARNS & CO. INC.


                       CREDIT SUISSE SECURITIES (USA) LLC


                              LEHMAN BROTHERS INC.


                              ABN AMRO INCORPORATED


                           MIZUHO SECURITIES USA INC.


                            NATEXIS BLEICHROEDER INC.

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      This Registration  Rights Agreement (this "Agreement") is made and entered
into  as of  May  29,  2007  by and  among  Claire's  Stores,  Inc.,  a  Florida
corporation  (the "Company" or  "Claire's"),  each of the  guarantors  listed on
Schedule I hereto (the "Guarantors") and Bear, Stearns & Co. Inc., Credit Suisse
Securities  (USA) LLC,  Lehman  Brothers  Inc.,  ABN AMRO  Incorporated,  Mizuho
Securities USA Inc. and Natexis  Bleichroeder Inc.  (collectively,  the "Initial
Purchasers").  The Initial Purchasers have, jointly and not severally, agreed to
purchase the Company's 9.25% Senior Notes due 2015 (the "Senior Cash Pay Notes")
and 9.625%/10.375%  Senior Toggle Notes due 2015 (the "Senior Toggle Notes" and,
together  with the Senior Cash Pay Notes,  the "Senior  Notes")  pursuant to the
Purchase Agreement (as defined below).

      This Agreement is made pursuant to the Purchase  Agreement,  dated May 22,
2007, by and among Bauble Acquisition Sub, Inc., a Florida  corporation,  Bauble
Holdings Corp., a Delaware corporation,  and the Initial Purchasers,  as amended
by the Joinder and  Assumption  Agreement,  dated May 29, 2007, by and among the
Company and the Guarantors  (together,  the "Purchase  Agreement").  In order to
induce the Initial  Purchasers to purchase the Senior Notes, the Company and the
Guarantors  have  agreed to provide  the  registration  rights set forth in this
Agreement.  The execution  and delivery of this  Agreement is a condition to the
obligations  of the Initial  Purchasers  set forth in Section 10 of the Purchase
Agreement.  Capitalized  terms used herein and not otherwise  defined shall have
the meaning assigned to them in the indentures,  each to be dated as of the date
hereof,  (both,  an  "Indenture"),  by the Company and The Bank of New York,  as
Trustee, relating to the Senior Notes and the Exchange Notes (as defined below).

      The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

      Affiliate:  An  Affiliate of any  specified  Person means any other Person
directly or indirectly  controlling or controlled by or under direct or indirect
common  control with such  specified  Person.  For purposes of this  definition,
"control"  (including,  with  correlative  meanings,  the  terms  "controlling,"
"controlled  by" and "under common control  with"),  as used with respect to any
Person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction  of the  management  or  policies of such  Person,  whether
through the ownership of voting securities, by agreement or otherwise.

      Broker-Dealer: Any broker or dealer registered under the Exchange Act.

      Business  Day: A day other than a  Saturday,  Sunday or other day on which
banking  institutions  are  authorized  or  required by law to close in New York
City.

      Closing Date: The date hereof.

      Commission: The United States Securities and Exchange Commission.


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<PAGE>

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

      Consummation Deadline: As defined in Section 3(b) hereof.

      Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

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

      Exchange  Notes:  The Senior Cash Pay  Exchange  Notes  together  with the
Senior Toggle Exchange Notes.

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

      Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.

      Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

      Exempt Resales:  The transactions in which the Initial  Purchasers propose
to sell the Senior Notes to certain  "qualified  institutional  buyers," as such
term is defined in Rule 144A under the Securities Act and pursuant to Regulation
S under the Securities Act.

      Filing Deadline: As defined in Section 4(a) hereof.

      Holders: As defined in Section 2 hereof.

      Issue Date: The date on which the Senior Notes are originally issued.

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

      Prospectus:  The prospectus  included in a  Registration  Statement at the
time  such  Registration   Statement  is  declared  effective,   as  amended  or
supplemented by any prospectus


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<PAGE>

supplement  and  by  all  other  amendments  thereto,  including  post-effective
amendments, and all material incorporated by reference into such Prospectus.

      Recommencement Date: As defined in Section 6(d) hereof.

      Registration Actions: As defined in Section 4(c) hereof.

      Registration Default: As defined in Section 5 hereof.

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

      Regulation S: Regulation S promulgated under the Securities Act.

      Rule 144: Rule 144 promulgated under the Securities Act.

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

      Senior Cash Pay Exchange Notes:  The Company's 9.25% Senior Notes due 2015
and the related guarantees to be issued pursuant to the applicable Indenture (i)
in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

      Senior Toggle Exchange Notes: The Company's  9.625%/10.375%  Senior Toggle
Notes  due  2015  and  the  related  guarantees  to be  issued  pursuant  to the
applicable  Indenture  (i) in the  Exchange  Offer  or (ii) as  contemplated  by
Section 4 hereof.

      Shelf Registration Statement: As defined in Section 4 hereof.

      Shelf Registration Statement Effectiveness Deadline: As defined in Section
4(a) hereof.

      Suspension Notice: As defined in Section 4(c) hereof.

      Suspension Period: As defined in Section 4(d) hereof.

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

      Transfer Restricted  Securities:  Each (A) Senior Note, until the earliest
to occur of (i) the date on which such Senior Note is  exchanged in the Exchange
Offer for an  Exchange  Note which is entitled to be resold to the public by the
Holder thereof without  complying with the prospectus  delivery  requirements of
the Securities Act, (ii) the date on which such Senior Note has been disposed of
in accordance with a Shelf  Registration  Statement (and the purchasers  thereof
have been issued  Exchange Notes) or (iii) the date on which such Senior Note is


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distributed to the public  pursuant to Rule 144 under the Securities Act and (B)
Exchange Note held by a Broker Dealer until the date on which such Exchange Note
is  disposed  of by a  Broker-Dealer  pursuant  to the  "Plan  of  Distribution"
contemplated  by  the  Exchange  Offer  Registration  Statement  (including  the
delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

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

SECTION 3. REGISTERED EXCHANGE OFFER

      (a) Unless the Exchange  Offer shall not be permitted by applicable law or
Commission  policy (after the procedures set forth in Section 6(a)(i) below have
been  complied  with),  the  Company  and the  Guarantors  shall  (i) use  their
commercially  reasonable  efforts  to  cause  the  Exchange  Offer  Registration
Statement  to be filed  with the  Commission  as soon as  practicable  after the
Closing Date, (ii) use  commercially  reasonable  efforts to cause such Exchange
Offer  Registration  Statement to be declared  effective by the Commission on or
prior to 365 days after the Issue Date (such 365th day being the  "Effectiveness
Deadline"),  (iii)  in  connection  with the  foregoing,  use  their  respective
commercially reasonable best efforts to (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
the Exchange Offer Registration Statement to be declared effective, (B) file, if
applicable,  a  post-effective  amendment to such  Exchange  Offer  Registration
Statement  pursuant  to Rule  430A  under the  Securities  Act and (C) cause all
necessary filings, if any, in connection with the registration and qualification
of the Exchange  Notes to be made under the Blue Sky laws of such  jurisdictions
as are necessary to permit Consummation of the Exchange Offer; provided, however
that neither the Company nor the Guarantors shall be required to take any action
that would  subject  them to general  service  of  process  or  taxation  in any
jurisdiction  where they are not  already so  subject,  and (iv) as  promptly as
practicable  following the  effectiveness  of such Exchange  Offer  Registration
Statement,  commence and Consummate the Exchange Offer. The Exchange Offer shall
be on the appropriate  form permitting (i) registration of the Exchange Notes to
be  offered  in  exchange  for the Senior  Notes  that are  Transfer  Restricted
Securities  and (ii) resales of Exchange Notes by  Broker-Dealers  that tendered
into the Exchange  Offer Senior Notes that such  Broker-Dealer  acquired for its
own account as a result of market making activities or other trading  activities
(other  than  Senior  Notes  acquired  directly  from the  Company or any of its
Affiliates) as contemplated by Section 3(c) below.

      (b) Unless the Exchange  Offer shall not be permitted by applicable law or
Commission  policy,  the Company and the Guarantors  shall use their  respective
commercially  reasonable  efforts  to  cause  the  Exchange  Offer  Registration
Statement to be effective  continuously,  and shall keep the Exchange Offer open
for a period of not less  than the  minimum  period  required  under  applicable
federal and state  securities laws to Consummate the Exchange  Offer;  provided,
however,  that in no event shall such period be less than 20 Business  Days. The
Company and the  Guarantors  shall cause the  Exchange  Offer to comply with all
applicable  federal and state  securities  laws.  No  securities  other than the
Exchange  Notes and the  Company's  10.50%  Senior  Subordinated  Notes due 2017
issued on the date hereof shall be


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<PAGE>

included  in the  Exchange  Offer  Registration  Statement.  The Company and the
Guarantors shall use commercially reasonable efforts to cause the Exchange Offer
to be  Consummated  on the earliest  practicable  date after the Exchange  Offer
Registration  Statement  has  become  effective,  but in no event  later than 30
Business Days thereafter,  or longer, if required by the federal securities laws
(the last day of such period being the "Consummation Deadline").

      (c) The Company and the Guarantors  shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and  indicate  therein  that any  Broker-Dealer  who holds Senior Notes that are
Transfer  Restricted  Securities  that were  acquired  for the  account  of such
Broker-Dealer  as  a  result  of  market  making  activities  or  other  trading
activities  (other than Senior  Notes that are  Transfer  Restricted  Securities
acquired  directly  from the  Company  or any  Affiliate  of the  Company),  may
exchange such Transfer  Restricted  Securities  pursuant to the Exchange  Offer.
Such "Plan of  Distribution"  section  shall also contain all other  information
with  respect  to such  sales by such  Broker-Dealers  that the  Commission  may
require  in order to permit  such  sales  pursuant  thereto,  but such  "Plan of
Distribution"  shall not name any such  Broker-Dealer  or disclose the amount of
such Transfer Restricted  Securities held by any such  Broker-Dealer,  except to
the extent  required by the Commission as a result of a change in policy,  rules
or  regulations  after the date of this  Agreement.  See the Shearman & Sterling
no-action letter (available July 2, 1993).

      Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Securities Act and must, therefore,  deliver a prospectus meeting
the  requirements  of the Securities Act in connection  with its initial sale of
any Exchange Notes received by such  Broker-Dealer  in the Exchange  Offer,  the
Company and the Guarantors  shall permit the use of the Prospectus  contained in
the Exchange Offer Registration  Statement by such Broker-Dealer to satisfy such
prospectus  delivery  requirement.  To the extent  necessary  to ensure that the
prospectus  contained in the Exchange Offer Registration  Statement is available
for sales of Exchange  Notes by  Broker-Dealers,  the Company and the Guarantors
agree  to use  their  respective  commercially  reasonable  efforts  to keep the
Exchange Offer Registration Statement continuously  effective,  supplemented and
amended as  required by and subject to the  provisions  of Section  6(a) and (c)
hereof and in conformity with the requirements of this Agreement, the Securities
Act and the policies,  rules and regulations of the Commission as announced from
time to time,  for a period of 180 days from the  Consummation  Deadline or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration  Statement have been sold pursuant thereto. The Company and
the  Guarantors  shall provide  sufficient  copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request at any time during such
period.

SECTION 4. SHELF REGISTRATION

      (a) Shelf Registration.  If (i) the Company and the Guarantors are not (A)
required to file the Exchange Offer  Registration  Statement or (B) permitted to
Consummate  the Exchange  Offer  because the Exchange  Offer is not permitted by
applicable  law or Commission  policy or (ii) any Holder of Transfer  Restricted
Securities notifies the Company within 20 days following the consummation of the
Exchange Offer that (A) such Holder was  prohibited by law or Commission  policy
from  participating  in the Exchange  Offer;  (B) such Holder may not resell the
Exchange  Notes  acquired  by it in the  Exchange  Offer to the  public  without
delivering a


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prospectus  and the  Prospectus  contained  in the Exchange  Offer  Registration
Statement is not  appropriate  or available for such resales by such Holder;  or
(C) such Holder is a Broker-Dealer and holds Senior Notes acquired directly from
the Company or any of its Affiliates,  then the Company and the Guarantors shall
use their respective commercially reasonable efforts to file with the Commission
a Shelf Registration Statement (as defined below) to cover resales of the Senior
Notes by Holders of the Senior Notes who satisfy certain conditions  relating to
the  provision  of  information  in  connection  with  the  Shelf   Registration
Statement. If obligated to file a Shelf Registration Statement,  the Company and
the Guarantors shall use their respective commercially reasonable efforts to:

      (x) file,  on or prior to 180 days  after the  earlier  of (i) the date on
which the Company  determines  that the Exchange  Offer  Registration  Statement
cannot be filed as a result of  clause  (a)(i)  above and (ii) the date on which
the Company  receives the notice specified in clause (a)(ii) above (such earlier
date, the "Filing  Deadline"),  a shelf registration  statement pursuant to Rule
415 under the  Securities  Act (which may be an amendment to the Exchange  Offer
Registration  Statement (the "Shelf Registration  Statement")),  relating to all
Transfer  Restricted  Securities of Holders that have  provided the  information
required pursuant to Section 4(b) hereof; and

      (y) cause such Shelf  Registration  Statement to be declared  effective by
the Commission on or prior to 185 days after the Filing Deadline (such 185th day
the "Effectiveness Deadline").

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

      To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer  Restricted  Securities  by the Holders  thereof
entitled to the benefit of this Section 4(a) and the other  securities  required
to be registered  therein pursuant to Section  6(b)(ii) hereof,  the Company and
the Guarantors shall use their  respective  commercially  reasonable  efforts to
keep any Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented and amended as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the  requirements of this
Agreement,  the  Securities Act and the policies,  rules and  regulations of the
Commission  as announced  from time to time,  for a period of at least two years
(as extended  pursuant to Section 6(c)(i) hereof) following the Closing Date, or
such shorter period as will terminate  when all Transfer  Restricted  Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

      (b) Provision by Holders of Certain  Information  in  Connection  with the
Shelf Registration  Statement.  No Holder of Transfer Restricted  Securities may
include any of its  Transfer  Restricted  Securities  in any Shelf  Registration
Statement  pursuant to this Agreement unless and until (i) such Holder furnishes
to the Company in writing,  within 20 days after receipt of a request  therefor,
the information  specified in Item 507 or Item 508 of Regulation S-K promulgated
by  the  Commission,  as  applicable,  for  use in  connection  with  any  Shelf
Registration


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Statement or Prospectus or preliminary  prospectus included therein, and (ii) in
the case of an  underwritten  offering,  such Holder  completes and executes all
questionnaires, powers of attorney, underwriting agreements, lock-up letters and
other documents reasonably requested by the Company in connection with the terms
of such underwritten  offering.  Furthermore,  no Holder of Transfer  Restricted
Securities  may include any of its Transfer  Restricted  Securities in any Shelf
Registration  Statement  pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing,  within five Business Days after receipt of
a request therefor,  such Holder's  comments to the disclosure  relating to such
Holder in the Shelf Registration  Statement..  No Holder of Transfer  Restricted
Securities shall be entitled to additional interest pursuant to Section 5 hereof
unless such Holder  shall have  provided  all such  information  in the required
times.  Each selling Holder agrees to promptly  furnish  additional  information
required to be disclosed in order to make the information  previously  furnished
to the Company by such Holder not materially misleading.

      (c)  Suspension.  Notwithstanding  anything to the contrary and subject to
the limitation set forth in the next succeeding paragraph, at any time after the
effectiveness of the Shelf Registration Statement, the Company shall be entitled
to  suspend  its  obligation  to file any  amendment  to the Shelf  Registration
Statement,  furnish any supplement or amendment to a Prospectus  included in the
Shelf Registration Statement,  make any other filing with the Commission,  cause
the Shelf  Registration  Statement or other filing with the Commission to remain
effective or take any similar action (collectively, "Registration Actions") upon
(A) the issuance by the Commission of a stop order suspending the  effectiveness
of the Shelf  Registration  Statement  or the  initiation  of  proceedings  with
respect to the Shelf  Registration  Statement  under Section 8(d) or 8(e) of the
Securities  Act, (B) the occurrence of any event or the existence of any fact as
a result of which the Shelf  Registration  Statement  would or shall contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements  therein,  in the light
of the  circumstances  under  which they were made,  not  misleading  or (C) the
occurrence or existence of any corporate  development that, in the discretion of
the Company, makes it appropriate to postpone or suspend the availability of the
Shelf Registration Statement and the related Prospectus.  Upon the occurrence of
any of the  conditions  described in clause (A),  (B) or (C) above,  the Company
shall give prompt notice (a "Suspension  Notice")  thereof to the Holders.  Upon
the termination of such condition,  the Company shall give prompt notice thereof
to the Holders and shall  promptly  proceed with all  Registration  Actions that
were suspended pursuant to this paragraph.


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<PAGE>

      (d) The  Company may only  suspend  Registration  Actions  pursuant to the
preceding paragraph for one or more periods (each, a "Suspension Period") not to
exceed,  in the aggregate,  (x) 45 days in any three month period or (y) 90 days
in any two-year  period,  during which no  additional  interest (as described in
Section 5) shall be payable.  Each Suspension Period shall be deemed to begin on
the date of the relevant  Suspension Notice is given to the Holders and shall be
deemed to end on the earlier to occur of (1) the date on which the Company gives
the Holders a notice that the Suspension  Period has terminated and (2) the date
on which the number of days during which a Suspension  Period has been in effect
exceeds, in the aggregate,  (x) 45 days in any three month period or (y) 90 days
in any two-year period. SECTION 5. ADDITIONAL INTEREST

      Subject to the Company's  rights set forth in Sections 4(c), 4(d) and 6(d)
hereof,  if (i) any  Registration  Statement  required by this Agreement has not
been  declared  effective  by the  Commission  on or  prior  to  the  applicable
Effectiveness  Deadline,  (ii) the Exchange Offer has not been Consummated on or
prior to the  Consummation  Deadline or (iii) any Shelf  Registration  Statement
required by this Agreement is filed and declared  effective but shall thereafter
cease to be  effective  or fail to be usable for its  intended  purpose,  except
during any Suspension Period, without being succeeded within 10 Business Days by
a post-effective  amendment to such Shelf Registration Statement that cures such
failure and that is filed and itself declared  effective within such 10 Business
Day  period  (each such  event  referred  to in clauses  (i)  through  (iii),  a
"Registration Default"),  then the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby  additional  interest  in an  amount  equal  to 0.25%  per  annum of the
principal amount of Transfer  Restricted  Securities held by such Holder for the
first 90-day period  immediately  following the occurrence of such  Registration
Default.  The amount of the additional  interest shall increase by an additional
0.25% per annum of the principal amount of Transfer  Restricted  Securities with
respect to each subsequent  90-day period until all  Registration  Defaults have
been cured, up to a maximum amount of additional  interest for all  Registration
Defaults  of 1% per  annum  of  the  principal  amount  of  Transfer  Restricted
Securities;  provided that the Company and the  Guarantors  shall in no event be
required to pay additional  interest for more than one  Registration  Default at
any  given  time  and,  in the  case of a Shelf  Registration  Statement,  it is
expressly understood that additional interest would be payable only with respect
to Transfer  Restricted  Securities  so requested to be  registered  pursuant to
Section 4(a)(ii) of this Agreement. Notwithstanding anything to the contrary set
forth  herein,  (1) upon filing of the  Exchange  Offer  Registration  Statement
(and/or, if applicable,  the Shelf Registration  Statement),  in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer  Registration  Statement
(and/or, if applicable,  the Shelf Registration Statement),  in the case of (ii)
above, (3) upon  Consummation of the Exchange Offer, in the case of (iii) above,
or (4)  upon  the  filing  of a  post-effective  amendment  to the  Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared  effective  or made  usable in the case of (iv) above,  the
additional interest payable with respect to the Transfer  Restricted  Securities
as a result of such clause (i), (ii), (iii) or (iv), as applicable,  shall cease
on the  date of such  cure and the  interest  rate on such  Transfer  Restricted
Securities  will  revert  to the  interest  rate  on  such  Transfer  Restricted
Securities prior to the applicable Registration Default.


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<PAGE>

      All accrued  additional  interest  shall be paid to the  Holders  entitled
thereto,  in the manner  provided for the payment of interest in the Indentures,
on each Interest Payment Date (as defined in the applicable Indenture),  as more
fully set forth in the Indentures and the Senior Notes. Notwithstanding the fact
that any  securities for which  additional  interest is due cease to be Transfer
Restricted Securities,  all obligations of the Company and the Guarantors to pay
additional  interest with respect to securities shall survive until such time as
such  obligations  with respect to such securities  shall have been satisfied in
full.  Notwithstanding  anything  contained  herein or in the  Indentures to the
contrary,  the payment of additional interest shall be the only remedy available
to  holders  of  Senior  Notes  for  any  Registration   Default.   Furthermore,
notwithstanding  the fact that any securities for which  additional  interest is
due cease to be Transfer Restricted  Securities,  all obligations of the Company
and the Guarantors to pay additional  interest with respect to securities  shall
survive  until such time as such  obligations  with  respect to such  securities
shall have been satisfied in full.

      The amount of additional  interest payable shall not increase because more
than one  Registration  Default has occurred and is continuing,  and a Holder of
Senior  Notes or Exchange  Notes who is not  entitled to the benefits of a Shelf
Registration Statement shall not be entitled to additional interest with respect
to a Registration Default that pertains to such Shelf Registration Statement.

SECTION 6. REGISTRATION PROCEDURES

      (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer,  the Company  and the  Guarantors  shall (x) comply  with all  applicable
provisions of Section 6(c) below, (y) use their respective reasonable efforts to
effect  such   exchange   and  to  permit  the  resale  of  Exchange   Notes  by
Broker-Dealers  that  tendered  in the  Exchange  Offer  Senior  Notes that such
Broker-Dealer  acquired  for its own  account as a result of its  market  making
activities  or other  trading  activities  (other  than  Senior  Notes  acquired
directly  from the Company or any of its  Affiliates)  being sold in  accordance
with the  intended  method or methods of  distribution  thereof set forth in the
Registration Statement, and (z) comply with all of the following provisions:

            (i) As a condition to its  participation in the Exchange Offer, each
      Holder of Transfer Restricted Securities  (including,  without limitation,
      any Holder who is a Broker Dealer) shall furnish,  upon the request of the
      Company,  prior to the  Consummation  of the  Exchange  Offer,  a  written
      representation  to the Company and the Guarantors  (which may be contained
      in  the  letter  of  transmittal   contemplated   by  the  Exchange  Offer
      Registration  Statement)  to the effect that (A) it is not an Affiliate of
      the  Company,  (B) it is not engaged in, and does not intend to engage in,
      and has no arrangement or understanding with any Person to participate in,
      a  distribution  of the Exchange  Notes to be issued in the Exchange Offer
      and (C) it is  acquiring  the  Exchange  Notes in its  ordinary  course of
      business.  As a condition to its  participation in the Exchange Offer each
      Holder using the Exchange Offer to  participate  in a distribution  of the
      Exchange  Notes shall  acknowledge  and agree that,  if the resales are of
      Exchange  Notes  obtained  by such  Holder in  exchange  for Senior  Notes
      acquired directly from the Company or an Affiliate  thereof,  it (1) could
      not, under  Commission  policy as in effect on the date of this Agreement,
      rely on the position of the  Commission  enunciated in Morgan  Stanley and
      Co., Inc. (available June 5, 1991) and Exxon Capital Holdings  Corporation
      (available May 13, 1988), as interpreted


                                       9
<PAGE>

      in the Commission's  letter to Shearman & Sterling dated July 2, 1993, and
      similar no-action  letters,  and (2) must comply with the registration and
      prospectus delivery  requirements of the Securities Act in connection with
      a  secondary   resale   transaction  and  that  such  a  secondary  resale
      transaction  must  be  covered  by  an  effective  registration  statement
      containing the selling security holder information required by Item 507 or
      508, as applicable, of Regulation S-K.

            (ii)  Prior to  effectiveness  of the  Exchange  Offer  Registration
      Statement,  the Company and the  Guarantors  shall provide a  supplemental
      letter to the  Commission  (A) stating that the Company and the Guarantors
      are  registering  the  Exchange  Offer in reliance on the  position of the
      Commission enunciated in Exxon Capital Holdings Corporation (available May
      13,  1988),  Morgan  Stanley  and Co.,  Inc.  (available  June 5, 1991) as
      interpreted in the  Commission's  letter to Shearman & Sterling dated July
      2, 1993 and (B)  including a  representation  that neither the Company nor
      any of the  Guarantors has entered into any  arrangement or  understanding
      with any Person to  distribute  the  Exchange  Notes to be received in the
      Exchange  Offer and that, to the Company's and the  Guarantors'  knowledge
      and belief,  each Holder  participating in the Exchange Offer is acquiring
      the  Exchange  Notes  in  its  ordinary  course  of  business  and  has no
      arrangement  or  understanding  with  any  Person  to  participate  in the
      distribution of the Exchange Notes received in the Exchange Offer.

      (b)  Shelf   Registration   Statement.   In  connection   with  the  Shelf
Registration Statement, the Company and the Guarantors shall:


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


            (ii) issue,  upon the request of any Holder or  purchaser  of Senior
      Notes covered by any Shelf  Registration  Statement  contemplated  by this
      Agreement; provided that such Holder provides all documentation reasonably
      requested by the Company in connection with such issuance,  Exchange Notes
      having an  aggregate  principal  amount equal to the  aggregate  principal
      amount of Senior Notes sold pursuant to the Shelf  Registration  Statement
      and  surrendered  to the  Company  for  cancellation;  the  Company  shall
      register  Exchange  Notes on the  Shelf  Registration  Statement  for this
      purpose and issue the Exchange  Notes to the  purchaser(s)  of  securities
      subject  to  the  Shelf  Registration  Statement  in  the  names  as  such
      purchaser(s) shall designate.

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


                                       10
<PAGE>

            (i) use their  respective  commercially  reasonable  efforts to keep
      such  Registration   Statement  continuously  effective  and  provide  all
      requisite financial  statements for the period specified in Section 3 or 4
      of this  Agreement,  as applicable.  Upon the occurrence of any event that
      would cause any such  Registration  Statement or the Prospectus  contained
      therein (A) to contain an untrue  statement  of  material  fact or omit to
      state any material fact required to be stated therein or necessary to make
      the statements  therein,  in light of the  circumstances  under which they
      were made, not misleading or (B) not to be effective and usable for resale
      of  Transfer  Restricted  Securities  during the period  required  by this
      Agreement,  the  Company  and the  Guarantors  shall file as  promptly  as
      practicable an appropriate amendment to such Registration Statement curing
      such defect,  and, if Commission review is required,  use their respective
      commercially  reasonable  efforts to cause such  amendment  to be declared
      effective as soon as practicable.

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

            (iii) advise each Holder  promptly and, if requested by such Holder,
      confirm such advice in writing,  (A) when the Prospectus or any Prospectus
      supplement or  post-effective  amendment has been filed, and, with respect
      to any applicable  Registration Statement or any post-effective  amendment
      thereto,  when the same has become  effective,  (B) of any  request by the
      Commission for amendments to the  Registration  Statement or amendments or
      supplements  to the  Prospectus  or for  additional  information  relating
      thereto,  (C) of  the  issuance  by  the  Commission  of  any  stop  order
      suspending  the  effectiveness  of the  Registration  Statement  under the
      Securities Act or of the suspension by any state securities  commission of
      the  qualification of the Transfer  Restricted  Securities for offering or
      sale in any  jurisdiction,  or the initiation of any proceeding for any of
      the preceding purposes,  (D) of the existence of any fact or the happening
      of any event  that  makes any  statement  of a  material  fact made in the
      Registration  Statement,  the  Prospectus,  any  amendment  or  supplement
      thereto or any document  incorporated by reference therein untrue, or that
      requires  the making of any  additions  to or changes in the  Registration
      Statement in order to make the statements therein not misleading,  or that
      requires the making of any  additions to or changes in the  Prospectus  in
      order to make the statements  therein,  in the light of the  circumstances
      under which they were made, not  misleading  (provided,  however,  that no
      advice by the Company shall be required pursuant to this clause (D) in the
      event that the Company either  promptly  files a Prospectus  supplement to
      update the  Prospectus  or a Form 8-K or other  appropriate  Exchange  Act
      report that is incorporated by reference into such Registration Statement,
      which, in either


                                       11
<PAGE>

      case,  contains the  requisite  information  with respect to such event or
      facts that results in such Registration Statement no longer containing any
      untrue  statement  of material  fact or omitting to state a material  fact
      necessary to make the statements contained therein not misleading).  If at
      any  time  the  Commission  shall  issue  any stop  order  suspending  the
      effectiveness  of the  Registration  Statement,  or any  state  securities
      commission or other  regulatory  authority shall issue an order suspending
      the  qualification  or  exemption  from   qualification  of  the  Transfer
      Restricted Securities under state securities or Blue Sky laws, the Company
      and the  Guarantors  shall use their  respective  commercially  reasonable
      efforts to obtain the  withdrawal or lifting of such order at the earliest
      possible time;

            (iv) subject to Section 6(c)(i),  if any fact or event  contemplated
      by Section  6(c)(iii)(D)  above  shall exist or have  occurred,  prepare a
      supplement or  post-effective  amendment to the Registration  Statement or
      related  Prospectus or any document  incorporated  therein by reference or
      file any other required  document so that, as thereafter  delivered to the
      purchasers of Transfer  Restricted  Securities,  the  Prospectus  will not
      contain  an  untrue  statement  of a  material  fact or omit to state  any
      material fact  necessary to make the statements  therein,  in the light of
      the circumstances under which they were made, not misleading;

            (v) in the case of a Shelf Registration  Statement,  furnish to each
      Holder named in any such  Registration  Statement in connection  with such
      exchange or sale, if any, before filing with the Commission, copies of any
      Registration   Statement  or  any  Prospectus   included  therein  or  any
      amendments or supplements to any such Registration Statement or Prospectus
      (including  all  documents  incorporated  by  reference  after the initial
      filing of such Registration Statement), which documents will be subject to
      the review and comment of such Holders in  connection  with such sale,  if
      any, for a period of at least five Business Days, and the Company will not
      file any such  Registration  Statement or  Prospectus  or any amendment or
      supplement to any such Registration Statement or Prospectus (including all
      such  documents  incorporated  by  reference)  to which such Holders shall
      reasonably  object within five Business Days after the receipt thereof.  A
      Holder shall be deemed to have reasonably  objected to such filing if such
      Registration   Statement,   amendment,   Prospectus  or   supplement,   as
      applicable,  as proposed to be filed,  contains an untrue  statement  of a
      material  fact or omit to state any  material  fact  required to be stated
      therein or necessary to make the  statements  therein,  not  misleading or
      fails to comply with the applicable  requirements  of the Securities  Act.
      Notwithstanding  the foregoing,  the Company shall not be required to take
      any actions  under this Section  6(c)(v)  that are not, in the  reasonable
      opinion of counsel for the Company, in compliance with applicable law;

            (vi) in the case of a Shelf Registration  Statement,  promptly prior
      to the filing of any document that is to be incorporated by reference into
      a Shelf  Registration  Statement  or  Prospectus,  provide  a copy of such
      document to each Holder  that made a request in writing  described  in (v)
      above in connection with such exchange or sale, if any, make the Company's
      and the  Guarantors'  representatives  available  for  discussion  of such
      document  and  other   customary   due  diligence   matters,   subject  to
      negotiation,   execution   and  delivery  of   customary   confidentiality
      agreements,  and include such  information  in such document  prior to the
      filing thereof as such Holders may reasonably request;


                                       12
<PAGE>

            (vii) make available,  at reasonable  times,  for inspection by each
      Holder named in any applicable  Registration Statement and any attorney or
      accountant  retained by such  Holder,  all  financial  and other  records,
      pertinent corporate documents of the Company and the Guarantors reasonably
      requested  by such  Person  and cause the  Company's  and the  Guarantors'
      officers,  directors  and employees to supply all  information  reasonably
      requested by any such Holder,  attorney or accountant  in connection  with
      such  Registration  Statement  or  any  post-effective  amendment  thereto
      subsequent to the filing thereof and prior to its effectiveness; provided,
      however, that any information that is designated in writing by the Company
      or the  Guarantors  as  confidential  at the  time  of  delivery  of  such
      information shall be kept confidential by the Holders or any such attorney
      or accountant,  unless such  disclosure is made in connection with a court
      proceeding or required by law;

            (viii) in the case of a Shelf Registration  Statement,  if requested
      by any Holders named in such  Registration  Statement in  connection  with
      such  exchange  or  sale,  promptly  include  in  any  Shelf  Registration
      Statement or Prospectus,  pursuant to a supplement,  document incorporated
      by reference or post-effective amendment if necessary, such information as
      such Holders may reasonably  request to have included therein,  including,
      without limitation,  information relating to the "Plan of Distribution" of
      the  Transfer  Restricted  Securities,  information  with  respect  to the
      principal  amount  of  Transfer  Restricted  Securities  being  sold,  the
      purchase  price being paid therefor and any other terms of the offering of
      the Transfer Restricted  Securities to be sold in such offering;  and make
      all required filings of such Prospectus supplement,  document incorporated
      by reference or post-effective  amendment as soon as practicable after the
      Company is  notified  of the  matters to be  included  in such  Prospectus
      supplement or post-effective amendment;

            (ix)  in  the  case  of a  Shelf  Registration  Statement,  use  its
      commercially   reasonable   efforts  to  cause  the  Transfer   Restricted
      Securities  covered  by the  Registration  Statement  to be rated with the
      appropriate rating agencies,  if so requested by the Holders of a majority
      in aggregate  principal amount of Transfer  Restricted  Securities covered
      thereby;

            (x) in the case of a Shelf  Registration  Statement,  upon  request,
      furnish  to each  Holder  named  in any  such  Registration  Statement  in
      connection with such exchange or sale,  without charge,  at least one copy
      of the Shelf Registration  Statement,  as first filed with the Commission,
      and of each  amendment  thereto,  without all  documents  incorporated  by
      reference therein and all exhibits thereto, unless requested;

            (xi) in the case of a Shelf  Registration  Statement,  upon request,
      deliver  to each  Holder  named  in such  Registration  Statement  without
      charge,  as many  copies of the  Prospectus  (including  each  preliminary
      prospectus) and any amendment or


                                       13
<PAGE>

      supplement thereto as such Persons  reasonably may request;  provided that
      if no  Registration  Statement is effective or no  Prospectus is usable in
      accordance  with the provisions of Section 6(b) hereof,  the Issuers shall
      deliver to each Holder named in any such  Registration  Statement a notice
      to that effect;  the Company and the Guarantors  hereby consent to the use
      (in accordance with law) of the Prospectus and any amendment or supplement
      thereto by each  selling  Holder in  connection  with the offering and the
      sale of the Transfer  Restricted  Securities  covered by the Prospectus or
      any amendment or supplement thereto;

            (xii)  in the  case  of a Shelf  Registration  Statement,  upon  the
      reasonable  request of any Holder  named in such  Registration  Statement,
      enter into such agreements (including  underwriting  agreements containing
      customary terms) and make such  representations  and warranties  customary
      for  offerings of such type as may be  reasonably  requested  and take all
      such  other  actions  in  connection  therewith  in order to  expedite  or
      facilitate the disposition of the Transfer Restricted  Securities pursuant
      to such Shelf Registration Statement as may be reasonably requested by any
      Holder  in  connection  with any sale or  resale  pursuant  to such  Shelf
      Registration Statement. In such connection, the Company and the Guarantors
      shall:

                  (A) upon the  reasonable  request of any Holder  named in such
            Registration  Statement,  use its commercially reasonable efforts to
            cause  to  be  furnished,   upon  the  effectiveness  of  the  Shelf
            Registration Statement:

                        (1) a certificate  in customary  form,  dated such date,
                  signed on  behalf of the  Company  and each  Guarantor  by two
                  officers of each of the Company and the Guarantors;

                        (2) an opinion,  in  customary  form,  dated the date of
                  effectiveness of the Shelf  Registration  Statement of counsel
                  for the Company and the Guarantors; and

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

                  (B) deliver such other  documents and  certificates  as may be
            reasonably  requested  by the  selling  Holders  named  in any  such
            Registration  Statement and as are customarily  delivered in similar
            offerings to evidence  compliance with the matters covered in clause
            (A) above and with any  customary  conditions  contained  in the any
            agreement entered into by the Company and the Guarantors pursuant to
            this clause (xi);

            (xiii)  prior  to  any  public   offering  of  Transfer   Restricted
      Securities,  use  their  respective  commercially  reasonable  efforts  to
      cooperate with the selling  Holders named in the  applicable  Registration
      Statement  and their  counsel  in  connection  with the  registration  and
      qualification  of the  Transfer  Restricted  Securities  under  the  state
      securities or Blue Sky laws of such  jurisdictions  as the selling Holders
      may reasonably  request and do any and all other acts or things  necessary
      or  advisable  to enable  the  disposition  in such  jurisdictions  of the
      Transfer  Restricted  Securities  covered by the  applicable  Registration
      Statement, but in no event for longer than 365 days from the


                                       14
<PAGE>

      effective date of the  Registration  Statement;  provided,  however,  that
      neither  the Company  nor any  Guarantor  shall be required to register or
      qualify as a foreign  corporation  where it is not now so  qualified or to
      take any action  that would  subject it to the service of process in suits
      or to taxation in any jurisdiction where it is not now so subject;

            (xiv) in connection with any sale of Transfer Restricted  Securities
      that will result in such  securities no longer being  Transfer  Restricted
      Securities, reasonably cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates  representing Transfer Restricted
      Securities  to be sold and not bearing  any  restrictive  legends;  and to
      register such Transfer  Restricted  Securities in such  denominations  and
      such names as the selling  Holders may request at least five Business Days
      prior to such sale of Transfer Restricted Securities;

            (xv) use their respective  commercially  reasonable efforts to cause
      the  disposition  of the  Transfer  Restricted  Securities  covered by the
      Registration  Statement  to be  registered  with or approved by such other
      governmental  agencies or  authorities  as may be  necessary to enable the
      seller or sellers  thereof to consummate the  disposition of such Transfer
      Restricted  Securities,  but in no event for longer than 365 days from the
      effective  date of the  Registration  Statement,  subject  to the  proviso
      contained in clause (xii) above;

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

            (xvii)  otherwise  use  their  respective   commercially  reasonable
      efforts  to  comply  with all  applicable  rules  and  regulations  of the
      Commission,  and with regard to any Shelf Registration Statement for which
      an underwriter has been engaged, use their commercially reasonable efforts
      to  make  generally   available  to  its  security  holders,  as  soon  as
      practicable, a consolidated earnings statement meeting the requirements of
      Rule 158 under the Securities  Act (which need not be audited)  covering a
      12 month period  beginning  after the effective  date of the  Registration
      Statement  (as such term is defined in paragraph (c) of Rule 158 under the
      Securities Act); and

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

      (d)  Restrictions  on Holders.  Each  Holder  agrees by  acquisition  of a
Transfer  Restricted  Security that, upon receipt of a Suspension  Notice,  such
Holder will forthwith discontinue  disposition of Transfer Restricted Securities
pursuant to the applicable Registration


                                       15
<PAGE>

Statement  until (i) such  Holder has  received  copies of the  supplemented  or
amended Prospectus  contemplated by Section 6(c)(iv) hereof, or (ii) such Holder
is  advised  in writing by the  Company  that the use of the  Prospectus  may be
resumed,  and has received copies of any additional or supplemental filings that
are   incorporated   by  reference  in  the   Prospectus   (in  each  case,  the
"Recommencement  Date"). Each Holder receiving a Suspension Notice hereby agrees
that it will either (i)  destroy any  Prospectuses,  other than  permanent  file
copies, then in such Holder's possession which have been replaced by the Company
with more  recently  dated  Prospectuses  or (ii) deliver to the Company (at the
Company's  expense) all copies,  other than permanent file copies,  then in such
Holder's   possession  of  the  Prospectus  covering  such  Transfer  Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof,  as applicable,  shall be extended by a number of days
equal  to the  number  of days in the  period  from  and  including  the date of
delivery of the Suspension Notice to the Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

      (a) All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement (other than any underwriting  discounts and
commissions) will be borne by the Company,  regardless of whether a Registration
Statement becomes effective,  including without limitation: (i) all registration
and filing fees and  expenses;  (ii) all fees and  expenses of  compliance  with
federal  securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing certificates for the Exchange Notes to be issued in
the  Exchange  Offer and  printing  of  Prospectuses),  messenger  and  delivery
services and telephone;  (iv) all fees and  disbursements of outside counsel for
the Company and the  Guarantors  and (v) fees and  disbursements  of independent
certified  public  accountants of the Company and the Guarantors  (including the
expenses of any special  audit and  comfort  letters  required by or incident to
such performance).

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

      (b) In  connection  with  any  Registration  Statement  required  by  this
Agreement  (including,  without  limitation,  the  Exchange  Offer  Registration
Statement  and  the  Shelf  Registration  Statement)  regardless  of  whether  a
Registration  Statement becomes  effective,  the Company and the Guarantors will
reimburse  the  Initial  Purchasers  and  the  Holders  of  Transfer  Restricted
Securities  who are  tendering  Senior Notes into in the  Exchange  Offer and/or
selling or  reselling  Senior Notes or Exchange  Notes  pursuant to the "Plan of
Distribution"  contained in the  Exchange  Offer  Registration  Statement or the
Shelf  Registration  Statement,  as  applicable,  for the  reasonable and actual
documented fees and disbursements of not more than one counsel, which firm shall
be chosen by the  Holders  of a majority  in  principal  amount of the  Transfer
Restricted  Securities  for whose benefit such  Registration  Statement is being
prepared;  provided that the Company's and Guarantors'  reimbursement obligation
with respect to such fees and disbursements shall not exceed $25,000.


                                       16
<PAGE>

SECTION 8. INDEMNIFICATION

      (a) The Company  and the  Guarantors  agree,  jointly  and  severally,  to
indemnify  and hold  harmless  each  Holder,  its  directors,  officers and each
Person,  if any, who controls  such Holder  (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act),  from and against any and
all losses,  claims,  damages,  liabilities,  judgments and expenses  (including
without  limitation,  any reasonable legal or other expenses reasonably incurred
in connection with  investigating or defending any matter,  including any action
that  could  give  rise to any such  losses,  claims,  damages,  liabilities  or
judgments)  to which they or any of them may become  subject  under the Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities,
judgments  and  expenses are caused by any untrue  statement  or alleged  untrue
statement  of  a  material  fact  contained  in  any   Registration   Statement,
preliminary  prospectus or Prospectus  (or any amendment or supplement  thereto)
provided by the Company to any Holder or any  prospective  purchaser of Exchange
Notes or registered  Senior Notes, or caused by any omission or alleged omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,   except  insofar  as  such  losses,  claims,   damages,
liabilities  or  judgments  are caused by an untrue  statement  or  omission  or
alleged untrue statement or omission that is based upon information  relating to
any of the Holders furnished in writing to the Company by any of the Holders.

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

      (c) In case any action shall be commenced  involving any Person in respect
of  which  indemnity  may be  sought  pursuant  to  Section  8(a) or  8(b)  (the
"Indemnified  Party"),  the  Indemnified  Party shall promptly notify the Person
against whom such indemnity may be sought (the "Indemnifying Person") in writing
and the Indemnifying Person shall assume and control the defense of such action,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Party and the  payment of all fees and  expenses  of such  counsel,  as incurred
(except  that in the case of any  action in respect  of which  indemnity  may be
sought  pursuant to both  Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such  action  pursuant to this  Section  8(c),  but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel,  except as provided below,  shall be at the expense of
the  Holder).  Any  Indemnified  Party  shall have the right to employ  separate
counsel


                                       17
<PAGE>

in any such  action and  participate  in the defense  thereof,  but the fees and
expenses of such counsel shall be at the expense of the Indemnified Party unless
(i) the  employment of such counsel shall have been  specifically  authorized in
writing by the  Indemnifying  Person,  (ii) the  Indemnifying  Person shall have
failed to assume  the  defense  of such  action  or  employ  counsel  reasonably
satisfactory  to the  Indemnified  Party or (iii) the named  parties to any such
action (including any impleaded  parties) include both the Indemnified Party and
the Indemnifying  Person,  and the Indemnified  Party shall have been advised by
such counsel that there may be one or more legal defenses  available to it which
are different from or additional to those available to the  Indemnifying  Person
(in which case the  Indemnifying  Person  shall not have the right to assume the
defense of such action on behalf of the  Indemnified  Party).  In any such case,
the Indemnifying Person shall not, in connection with any one action or separate
but substantially  similar or related actions in the same  jurisdiction  arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate  firm of attorneys  (in addition to any local
counsel) for all  indemnified  parties and all such fees and  expenses  shall be
reimbursed as they are  incurred.  Such firm shall be designated in writing by a
majority  of the  Holders,  in the case of the parties  indemnified  pursuant to
Section  8(a),  and by the  Company  and  Guarantors,  in the  case  of  parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written  consent or (ii) effected  without its written consent
if (A) such  settlement  is entered into more than 60 days after  receipt by the
indemnifying party of a request from the indemnified party for reimbursement for
the fees and  expenses of counsel (in any case where such fees and  expenses are
at the expense of the indemnifying  party), (B) the indemnifying party shall not
have  reimbursed  the  indemnified  party in  accordance  with such  request  or
disputed in good faith the indemnified party's entitlement to such reimbursement
prior to the date of such settlement,  and (C) such indemnified party shall have
given the  indemnifying  party at least 30 days prior notice of its intention to
settle.  No indemnifying  party shall,  without the prior written consent of the
indemnified  party,  effect any  settlement or compromise  of, or consent to the
entry of judgment with respect to, any pending or  threatened  action in respect
of which the  Indemnified  Party is or could have been a party and  indemnity or
contribution  may be or could  have been  sought  hereunder  by the  Indemnified
Party,   unless  such  settlement,   compromise  or  judgment  (i)  includes  an
unconditional release of the Indemnified Party from all liability on claims that
are the subject  matter of such action and (ii) does not include a statement  as
to or an admission of fault, culpability or a failure to act, by or on behalf of
the Indemnified Party.

      (d) To the extent that the indemnification  provided for in this Section 8
is  unavailable  to an  Indemnified  Party in  respect  of any  losses,  claims,
damages,  liabilities or judgments  referred to therein,  then each Indemnifying
Person, in lieu of indemnifying such Indemnified  Party, shall contribute to the
amount  paid or payable by such  Indemnified  Party as a result of such  losses,
claims,  damages,  liabilities  or  judgments  (i)  in  such  proportion  as  is
appropriate  to reflect the  relative  benefits  received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer  Restricted  Securities or (ii) if the allocation provided by clause
8(d)(i)  above is not  permitted by  applicable  law, in such  proportion  as is
appropriate  to reflect  not only the  relative  benefits  referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors,  on
the one hand,  and of the Holder,  on the other  hand,  in  connection  with the
statements  or  omissions  which  resulted  in  such  losses,  claims,  damages,
liabilities   or   judgments,   as  well  as  any   other   relevant   equitable
considerations.


                                       18
<PAGE>

The relative  fault of the Company and the  Guarantors,  on the one hand, and of
the Holder,  on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or such  Guarantors,  on the one hand, or by the Holder,
on the other  hand,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The  amount  paid or  payable  by a party as a  result  of the  losses,  claims,
damages, liabilities and judgments referred to above shall be deemed to include,
subject to the  limitations  set forth in the second  paragraph  of Section 8(a)
above, any outside legal counsel or other fees or expenses  reasonably  incurred
by such party in connection with investigating or defending any action or claim.

      The  Company,  the  Guarantors  and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation  (even if the Holders 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 the immediately preceding paragraph. The
amount  paid or  payable  by an  Indemnified  Party as a result  of the  losses,
claims,  damages,  liabilities  or  judgments  referred  to in  the  immediately
preceding  paragraph shall be deemed to include,  subject to the limitations set
forth above, any outside legal counsel or other expenses  reasonably incurred by
such Indemnified Party in connection with investigating or defending any matter,
including any action that could have given rise to such losses, claims, damages,
liabilities or judgments.  Notwithstanding  the provisions of this Section 8, no
Holder,  its  directors,  its officers or any Person,  if any, who controls such
Holder shall be required to contribute,  in the aggregate,  any amount in excess
of the amount by which the total  received by such  Holder  with  respect to the
sale of Transfer  Restricted  Securities  pursuant to a  Registration  Statement
exceeds  (i) the  amount  paid by  such  Holder  for  such  Transfer  Restricted
Securities  and (ii) the amount of any damages  which such Holder has  otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  The  Holders'  obligations  to  contribute  pursuant to this
Section 8(d) are several in proportion  to the  respective  principal  amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

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


                                       19
<PAGE>

SECTION 10. SELECTION OF UNDERWRITERS

      The  Holders  of  Transfer  Restricted  Securities  covered  by the  Shelf
Registration  Statement  who desire to do so may sell such  Transfer  Restricted
Securities in an underwritten  offering. In any such underwritten  offering, the
investment  banker(s)  and managing  underwriter(s)  that will  administer  such
offering  will be selected by the Holders of a majority in  aggregate  principal
amount  of  the  Transfer  Restricted  Securities  included  in  such  offering;
provided,  however,  that such investment banker(s) and managing  underwriter(s)
must be reasonably satisfactory to the Company.

SECTION 11. MISCELLANEOUS

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

      (b) No  Inconsistent  Agreements.  Neither the  Company nor any  Guarantor
will,  on or after the date of this  Agreement,  enter into any  agreement  with
respect to its securities  that is  inconsistent  with the rights granted to the
Holders in this Agreement or otherwise  conflicts  with the  provisions  hereof.
Neither the Company nor any Guarantor has previously  entered into any agreement
granting any  registration  rights with respect to its  securities to any Person
that would require such securities to be included in any Registration  Statement
filed hereunder.  The rights granted to the Holders  hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's and the  Guarantors'  securities  under any agreement in effect on
the date hereof.

      (c)  Amendments  and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the  provisions  hereof may not be given  unless the  Company has  obtained  the
written consent of Holders of a majority of the outstanding  principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held by
the  Company or its  Affiliates).  Notwithstanding  the  foregoing,  a waiver or
consent to departure from the provisions hereof that relates  exclusively to the
rights of  Holders  whose  Transfer  Restricted  Securities  are being  tendered
pursuant to the Exchange Offer,  and that does not affect directly or indirectly
the rights of other Holders whose Transfer  Restricted  Securities are not being
tendered  pursuant  to such  Exchange  Offer,  may be given by the  Holders of a
majority of the outstanding  principal amount of Transfer Restricted  Securities
subject to such Exchange Offer.

      (d)  Third  Party   Beneficiary.   The   Holders   shall  be  third  party
beneficiaries  to the  agreements  made  hereunder  between  the Company and the
Guarantors,  on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements  directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.


                                       20
<PAGE>

      By acquiring Transfer  Restricted  Securities,  a Holder will be deemed to
have agreed to indemnify and hold harmless the Company, the Guarantors and their
respective directors and officers, and each Person, if any, who controls (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) to the same extent as the indemnity from the Company and the Guarantors set
forth in Section 8(a) hereof, but only with reference to information relating to
such Holder and  provided in writing by such Holder for  inclusion  in any Shelf
Registration  Statement.  In no  event  shall  any  such  Holder  be  liable  or
responsible  for any amount in excess of the amount by which  such  Holder  with
respect  to its  sale of  Transfer  Restricted  Securities  pursuant  to a Shelf
Registration  Statement  exceeds  (i) the  amount  paid by such  Holder for such
Transfer  Restricted  Securities  and (ii) the amount of any  damages  that such
Holder,  its  directors,  officers  or any Person who  controls  such Holder has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission or alleged omission.

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

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

            (ii) if to the Company or the Guarantors:


                                    Claire's Stores, Inc.
                                    3 S.W. 129th Avenue
                                    Pembroke Pines, FL 33027
                                    Attention:  Ira D. Kaplan


                                    With a copy to:


                                    Morgan, Lewis & Bockius LLP
                                    101 Park Avenue
                                    New York, NY 10178
                                    Attention:  Robert G. Robison


                                       21
<PAGE>

            (iii) if to the Initial Purchasers:


                                    Bear, Stearns & Co. Inc.
                                    Credit Suisse Securities (USA) LLC
                                    Lehman Brothers Inc.
                                            c/o Bear Stearns & Co. Inc.
                                            383 Madison Avenue
                                            New York, NY 10179
                                    Attention:


                                    with a copy to:


                                    Skadden, Arps, Slate, Meagher & Flom LLP
                                    300 South Grand Avenue, Suite 3400
                                    Los Angeles, CA 90071
                                    Attention: Casey T. Fleck

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

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

      (f) Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without  limitation and without the need for an express  assignment,  subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted  Securities in violation of
the  terms  hereof  or of  the  Purchase  Agreement  or the  Indentures.  If any
transferee of any Holder shall  acquire  Transfer  Restricted  Securities in any
manner,  whether by  operation of law or  otherwise,  such  Transfer  Restricted
Securities  shall be held subject to all of the terms of this Agreement,  and by
taking and holding  such  Transfer  Restricted  Securities  such Person shall be
conclusively  deemed  to have  agreed to be bound by and to  perform  all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this  Agreement and, if applicable,  the Purchase  Agreement,  and such
Person shall be entitled to receive the benefits hereof.

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

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


                                       22
<PAGE>

      (i) Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO THE
CONFLICT OF LAW RULES THEREOF. TIME IS OF THE ESSENCE IN THIS AGREEMENT.

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

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


                            [Signature Pages Follow]


                                       23
<PAGE>

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

                               CLAIRE'S STORES, INC.


                               By: /s/ Ira D. Kaplan
                                   ---------------------------------------------
                                   Name: Ira D. Kaplan
                                   Title: Senior Vice President and Chief
                                   Financial Officer


                               AFTERTHOUGHTS MERCHANDISING CORP.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary


                               BMS DISTRIBUTING CORP.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary


                               CBI DISTRIBUTING CORP.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary


                               CLAIRE'S BOUTIQUES, INC.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary


                               CLAIRE'S CANADA CORP.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary

   [Signature Page to Senior Subordinated Note Registration Rights Agreement]

<PAGE>

                               CLAIRE'S PUERTO RICO CORP.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary


                               SASSY DOO!, INC.


                               By: /s/ Rebecca Orand
                                   ---------------------------------------------
                                   Name: Rebecca Orand
                                   Title: Vice President and Secretary

   [Signature Page to Senior Subordinated Note Registration Rights Agreement]

<PAGE>

                                                   Accepted and agreed  to as of
                                                   the date first above written:


BEAR, STEARNS & CO. INC.


By: /s/ Steven Sterling
-----------------------------------------
Name: Steven Sterling
Title: Senior Managing Director

CREDIT SUISSE SECURITIES (USA) LLC


By: /s/ Michael McCartney
-----------------------------------------
Name: Michael McCartney
Title: Director

LEHMAN BROTHERS INC.


By: /s/ Peter J. Toal
-----------------------------------------
Name: Peter J. Toal
Title: Managing Director


ABN AMRO INCORPORATED


By: /s/ David Kanter
-----------------------------------------
Name: David Kanter
Title: Managing Director

MIZUHO SECURITIES USA INC.


By: /s/ J.M. Shepard
-----------------------------------------
Name: J.M. Shepard
Title: Executive Director

NATEXIS BLEICHROEDER INC.


By: /s/ Gregg Schoenberg
-----------------------------------------
Name: Gregg Schoenberg
Title: Head of U.S. Capital Markets

<PAGE>

                                   SCHEDULE I

                                   GUARANTORS

-----------------------------------------------------------------------
                                               Jurisdiction of
                  Entity                         Organization
-----------------------------------------------------------------------
  Afterthoughts Merchandising Corp.                Delaware
-----------------------------------------------------------------------
  BMS Distributing Corp.                           Delaware
-----------------------------------------------------------------------
  CBI Distributing Corp.                           Delaware
-----------------------------------------------------------------------
  Claire's Boutiques, Inc.                         Colorado
-----------------------------------------------------------------------
  Claire's Canada Corp.                            Delaware
-----------------------------------------------------------------------
  Claire's Puerto Rico Corp.                       Delaware
-----------------------------------------------------------------------
  Sassy Doo!, Inc.                                 Delaware
-----------------------------------------------------------------------