[EXECUTION COPY]


                          REGISTRATION AND SHAREHOLDER
                                RIGHTS AGREEMENT

     This  Registration and Shareholder  Rights Agreement (this  "Agreement") is
made as of the 31st day of December,  1998, by Audio Book Club,  Inc., a Florida
corporation   ("Buyer"),   The  Columbia  House  Company,  a  New  York  general
partnership "Seller"), WCI Record Club Inc. ("WCI") and Sony Music Entertainment
Inc. ("Sony").

     WHEREAS,  Buyer and Seller have entered into an Asset  Purchase  Agreement,
dated as of the 30th day of December, 1998 (the "Asset Purchase Agreement");

     WHEREAS,  pursuant to the Asset Purchase Agreement,  Buyer is delivering to
Seller,  or certain of its  Affiliates  (as defined  below),  (i) 325,000 of its
unregistered  shares (the "Closing  Shares") of common stock,  no par value (the
"ABC Common Stock"), and (ii) a warrant to purchase 100,000 shares of ABC Common
Stock  (the  "Warrant  Shares,"  and,  together  with the  Closing  Shares,  the
"Shares"),  as set  forth in Annex A  hereto,  in  partial  satisfaction  of the
Purchase Price, as defined therein; and

     WHEREAS,  it  is a  condition  to  the  consummation  of  the  transactions
contemplated  by the Asset  Purchase  Agreement  that Buyer  grant to Seller the
registration rights and other rights set forth herein with respect to the Shares
and that the  transfer  of the  Shares  be  subject  to the  understandings  and
limitations set forth herein.

     Capitalized  terms used  herein  and not  defined  shall have the  meanings
assigned to such terms in the Asset Purchase Agreement.

     NOW, THEREFORE, the parties hereto do hereby agree as follows:

     1. Certain Definitions.  Unless otherwise defined herein, capitalized terms
used herein and in the recitals above shall have the following meanings:

     "Affiliate"   means,   with  respect  to  any  Person,   any  other  Person
controlling,  controlled  by, or under direct or indirect  common  control with,
such  Person.  For the  purposes of this  definition  "control,"  when used with
respect  to any  specified  Person,  shall mean the power to direct or cause the
direction of the management and policies of such Person, directly or indirectly,
whether through ownership of voting securities or partnership or other ownership
interests,   by  contract  or  otherwise;   and  the  terms   "controlling"  and
"controlled" shall have the meanings correlative to the foregoing.


<PAGE>


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

     "Commission"  means the  Securities and Exchange  Commission,  or any other
Federal agency at the time administering the Securities Act.

     "Effectiveness Period" means the period commencing with the date hereof and
ending on the date that all Shares have been disposed of by the Stockholders (as
defined below).

     "Exchange  Act" means the Securities  Exchange Act of 1934, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.

     "Market Price," with respect to any date, means the closing price per share
of ABC Common Stock for the trading day  immediately  preceding  such date.  The
closing  price for each such day shall be the last sale price regular way or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked prices regular way, in either case on the principal securities exchange on
which the shares of ABC Common Stock are  listedolding  a majority of the Shares
(the  "Majority  Stockholders"),  or, if such agreement  cannot be reached,  the
Board of  Directors of Buyer,  together  with the  Majority  Stockholders  shall
select an Independent Financial Expert who shall determine the fair market value
of such shares. In the event that Buyer and the Majority Stockholders are unable
to agree on the Independent  Financial Expert within fifteen (15) days after the
request  by  the  Majority   Stockholders,   each  of  Buyer  and  the  Majority
Stockholders  shall select an Independent  Financial  Expert and these two shall
select a third  Independent  Financial  Expert,  and the  determination  of fair
market  value by such  third  Independent  Financial  Expert  shall be final and
binding.  The fees and  expenses  of any of the  Independent  Financial  Experts
retained  pursuant to this section shall be paid by Buyer on the first  occasion
on which such Independent  Financial Experts are retained and then,  thereafter,
the fees and expenses of any of the Independent Financial Experts shall be split
equally among Buyer and the Stockholders.

     "Permitted  Transfer" means a transfer of Registrable Shares by Seller, WCI
or Sony to any  Affiliate  agreeing to become a party  hereto and to be bound by
the terms hereof.

     "Registration Expenses" means the expenses described in subsection 7.4.


                                        2

<PAGE>


     "Registrable Shares" means (i) any Shares held by Seller, WCI or Sony or an
Affiliate  thereof  from time to time as to which  registration  pursuant to the
Securities  Act is required  for public  sale  without  limitation  on volume or
otherwise, (ii) any other equity securities of Buyer issued in respect of any of
the  Shares  (because  of  stock  splits,  stock  dividends,  reclassifications,
recapitalizations, or similar events) and (iii) any and all equity securities of
Buyer or any  successor  into which  such  shares  may be  converted;  provided,
however, that shares of ABC Common Stock that are Registrable Shares shall cease
to be Registrable Shares (w) when a Registration Statement filed pursuant to the
Securities  Act  covering  such  shares of ABC  Common  Stock has been  declared
effective and they have been disposed of pursuant to such effective Registration
Statement,  (x) upon any sale pursuant to Section 4(l) of the  Securities Act or
Rule 144 or Rule 144A  under the  Securities  Act,  (y) at such time as they are
eligible  for sale  pursuant  to Rule  144  under  the  Securities  Act  without
limitation as to the amount of securities to be sold or (z) when such shares are
available for sale in the opinion of counsel to Buyer reasonably satisfactory to
Seller, WCI and/or Sony in a single transaction exempt from the registration and
prospectus  delivery  requirements  of the  Securities  Act so that all transfer
restrictions and restrictive  legends with respect thereto are or may be removed
upon the consummation of such sale.

     "Registration  Statement" means a registration  statement filed pursuant to
the  Securities  Act (as defined  herein) by the Buyer with the Commission for a
public  offering  and sale of  securities  of Buyer  (other than a  registration
statement on Form S-8 or Form S-4, or their successors,  or any other form for a
limited purpose, or any registration statement covering only securities proposed
to be issued in exchange for securities or assets of another corporation).

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
similar Federal statute,  and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.

     "Stockholders" means Seller, WCI or Sony, or any Affiliate thereof, and any
persons  or  entities  to whom the  rights  granted  hereunder  are  transferred
pursuant to a Permitted  Transfer or otherwise in  accordance  with the terms of
this Agreement, provided that, in the case of a transfer (other than a Permitted
Transfer),  the  transferee  acquires  no less than 50% of the  total  number of
Shares.

     2. Restrictions on Transfer.

     2.1. Sale or Transfer of Shares; Legend.

     (a) The Registrable  Shares shall not be sold or transferred other than (i)
pursuant to a Permitted  Transfer,  (ii) in  accordance  with the  procedure set
forth in Section 3 hereof, provided that, in the case of a transfer other


                                        3

<PAGE>

than to Buyer,  Buyer first shall have been  furnished  with an opinion of legal
counsel,  reasonably  satisfactory  to Buyer,  to the  effect  that such sale or
transfer is exempt from the  registration  requirements  of the Securities  Act;
provided that (a) if requested by a Stockholder,  Buyer shall use its reasonable
best  efforts to cause (at  Stockholders'  expense)  its counsel to furnish such
opinion and (b) in case of a registered  public offering,  no such opinion shall
be required, or (iii) as provided in Section 6 hereof.

     (b) Each  certificate  representing  the  Registrable  Shares  shall bear a
legend consistent with the provisions of paragraph (a) of this Section 2.1.

     2.2.  Rights.  The  registration and other rights granted herein to Seller,
WCI or Sony are not transferable and may not be assigned by Seller, WCI or Sony,
except that Seller,  WCI or Sony may assign the rights  granted  herein upon any
Permitted  Transfer so long as, in any such case,  the  transferee  agrees to be
bound by the terms of this Agreement.

     3. First Offer Right.

     3.1. Prior to making any transfer,  sale or other disposition of any Shares
(other than pursuant to: (i) a public offering;  (ii) a Permitted  Transfer;  or
(iii)  Rule 144 under the  Securities  Act),  the  Stockholder  shall  deliver a
written  notice of the proposed  disposition  ("Offer  Notice") to Buyer,  which
shall  state (i) the  number  of Shares  proposed  to be  transferred,  (ii) the
proposed  purchase  price and (iii) all other  material  terms and conditions of
such transfer.  During the period commencing on the date that the Buyer receives
the Offer  Notice  and  expiring  at the end of  business  on the  tenth  (10th)
Business Day following  such date (the  "Election  Period"),  Buyer may elect to
purchase  all, but not less than all, of the Shares  subject to the Offer Notice
(the  "Offered  Shares") for cash at the  purchase  price set forth in the Offer
Notice (the "Offer  Price"),  by  delivering  written  notice of exercise to the
Stockholder (the "Buyer Notice") and Seller, WCI or Sony, as appropriate,  shall
sell to Buyer the Offered  Shares at such price if Buyer  elects to exercise its
rights under this Section 3.1.

     3.2. The closing of the Buyer's rights to purchase the Offered Shares shall
be held at the New Jersey  offices of Buyer,  or if no such offices  exists,  at
some  other  location  mutually  agreed  upon by the Buyer and the  holders of a
majority of the Offered  Shares,  at 11:00 a.m.,  local time,  no later than the
fifth (5th) Business Day after  delivering the Buyer Notice to Stockholder  (the
"Offered Shares Closing").  At the Offered Shares Closing, the Stockholder shall
deliver  certificates  representing  the Shares,  duly endorsed for transfer and
accompanied by all requisite  transfer  taxes,  if any, and such Shares shall be
free and clear of any liens and the  Stockholder  shall so represent and warrant
on  behalf  of  itself,  and  further  represent  and  warrant  that each of the
Stockholders  is the sole beneficial and record owner of the Shares owned by it.
At the Offered Shares Closing, Buyer shall deliver to each


                                       4
<PAGE>

Stockholder, by wire transfer in immediately available funds, payment for all of
the Offered Shares or shall make other arrangements for payment  satisfactory to
the  Stockholder.  At the  Offered  Shares  Closing,  all of the  parties to the
transaction shall execute such additional  documents as are otherwise  necessary
or appropriate.

     3.3. If Buyer does not elect to  purchase  the  Offered  Shares  during the
Election Period,  the Stockholder may, within ninety (90) days after the date of
the Offer  Notice,  transfer such Offered  Shares in  accordance  with the Offer
Notice,  subject to the other  restrictions  on transfer  set forth  herein.  If
Stockholder  does not complete the disposition  within such period,  the Offered
Shares again become subject to the provisions of Section 3.1.

     4. Shelf Registration Rights.

     4.1. Shelf Registrations.

     (a)  Buyer  shall  prepare  and  file  with  the  Commission,  as  soon  as
practicable  but in any event no later than  forty-five  (45) days following the
date hereof (the "Filing Date"), a Registration  Statement for an offering to be
made on a continuous  basis  pursuant to Rule 415 of the  Securities Act (or any
successor  rule or similar  provision  then in effect) (a "Shelf  Registration")
registering the resale from time to time by the  Stockholders  thereof of all of
the  Registrable  Shares (the "Initial Shelf  Registration").  The Initial Shelf
Registration  shall  be on  Form  S-3 or  another  appropriate  form  permitting
registration of such Registrable  Shares for resale by the  Stockholders.  Buyer
shall  use its best  efforts  to cause  the  Initial  Shelf  Registration  to be
declared  effective  under the Securities Act as soon as practicable  (and shall
promptly notify in writing the Stockholders once the Initial Shelf  Registration
has  been  declared  effective)  and to  keep  the  Initial  Shelf  Registration
continuously  effective  under the  Securities Act until the earlier of the: (i)
expiration  of the  Effectiveness  Period;  (ii)  second  anniversary  (plus any
Blackout Period, as defined below) from the date the Initial Shelf  Registration
covering all of the  Registrable  Shares has been declared  effective  under the
Securities  Act;  (iii) date all of the  Registrable  Shares part of the Initial
Shelf  Registration are sold; or (iv) date a Subsequent  Shelf  Registration (as
defined  below)  covering  all of  the  Registrable  Shares  has  been  declared
effective  under the Securities  Act. Any holder of Registrable  Shares shall be
permitted  to withdraw  all or any part of the  Registrable  Shares from a Shelf
Registration  Statement  at any time prior to the  effective  date of such Shelf
Registration Statement.

     (b) A  registration  under  this  section  will not be  deemed to have been
effected  as a  Shelf  Registration  Statement  unless  the  Shelf  Registration
Statement with respect thereto has been declared effective by the Commission and
Buyer has complied in all material  respects  with this  Agreement  with respect
thereto;  provided,  however,  that if the Initial  Shelf  Registration  (or any
Subsequent Shelf Registration) is interfered with by any stop order,  injunction
or 

                                       5
<PAGE>

other order or requirement of the Commission or any other governmental agency or
court,  Buyer shall use its best efforts to obtain the prompt  withdrawal of any
order suspending the effectiveness thereof (including, without limitation, amend
the Shelf Registration in a manner reasonably  expected to obtain the withdrawal
of the order  suspending  the  effectiveness  thereof),  and such Initial  Shelf
Registration (or any Subsequent Shelf  Registration)  will be deemed not to have
been  effective  during the period of such  interference  until the  offering of
Registrable Shares pursuant to such Shelf Registration  Statement (or Subsequent
Shelf Registration Statement) may legally resume (the "Blackout Period").

     (c)  Notwithstanding  the  foregoing  paragraph,  if  prior  to the  second
anniversary  (plus  any  Blackout  Period)  from  the  date  the  Initial  Shelf
Registration  covering all of the Registrable Shares has been declared effective
under the  Securities Act Buyer has failed to obtain the withdrawal of the order
suspending the effectiveness  within 60 days of such cessation of effectiveness,
Buyer  shall  file  an  additional  Shelf  Registration   covering  all  of  the
Registrable  Shares (a "Subsequent Shelf  Registration").  If a Subsequent Shelf
Registration is filed,  Buyer shall use its best efforts to cause the Subsequent
Shelf  Registration to be declared  effective as soon as practicable  after such
filing and to keep such Registration  Statement continuously effective until the
earlier  of  the:  (i)  expiration  of the  Effectiveness  Period;  (ii)  second
anniversary  from the date the Initial  Shelf  Registration  covering all of the
Registrable  Shares has been declared  effective  under the Securities Act (plus
any  Blackout  Period);  (iii) date all of the  Registrable  Shares  part of the
Subsequent Shelf  Registration  are sold; or (iv) date another  Subsequent Shelf
Registration  covering all of the Registrable Shares has been declared effective
under the Securities Act. If the  registration  required under this Section 4 is
deemed not to have been  effected  then Buyer shall  continue to be obligated to
effect a registration statement pursuant to this Section 4.

     (d) Buyer shall supplement and amend any Shelf Registration Statement filed
pursuant  to  this  section  if:  (i)  required  by the  rules,  regulations  or
instructions  applicable to the  registration  form used by Buyer for such Shelf
Registration; (ii) required by the Securities Act; or (iii) reasonably requested
by the holders of a majority  of the  Registrable  Shares  included in the Shelf
Registration Statement concerned.

     (e) As far in  advance  as  practical  (but not  later  than five (5) days)
before filing a Shelf  Registration  Statement  covering any of the  Registrable
Shares or any  supplement  or  amendment  thereto,  Buyer  will  furnish  to the
Stockholders  (and their counsel)  copies of reasonably  complete  drafts of all
such documents  proposed to be filed (including  exhibits),  and any Stockholder
shall have the reasonable  opportunity to object to any  information  pertaining
solely  to such  holder  that is  contained  therein  and  Buyer  will  make the
corrections reasonably requested by such holder with respect to such information
prior to filing any such Shelf  Registration  Statement  or  amendment  thereto;
provided  that if Buyer  receives no 


                                       6
<PAGE>

response  on the third day after  furnishing  Stockholders  (and their  counsel)
copies of reasonably  complete drafts of all such documents proposed to be filed
(including exhibits), Stockholders (and their counsel) will be deemed to have no
comments on the documents concerned.

     (f) Each holder of Registrable  Shares wishing to sell  Registrable  Shares
pursuant to a Shelf  Registration and related  Prospectus  agrees to deliver and
execute such  questionnaires and otherwise provide such information,  reasonably
requested  by Buyer in  writing  (at  least  ten (10)  days  prior to the  Shelf
Registration  Statement  concerned  being  filed)  to  prepare,  file  and  gain
effectiveness  of the Shelf  Registration,  at least  five (5) days prior to the
Shelf Registration Statement concerned being filed.

     (g) In  connection  with this Section 4, neither of the Major  Stockholders
(as defined below),  individually or in the aggregate,  shall sell any shares of
ABC Common Stock on any national  securities exchange in excess of the number of
shares  permitted  to be sold by a single  holder of  restricted  stock of Buyer
pursuant to Rule 144(e)(1) of the Securities Act until the Stockholders are able
to dispose of the Registrable  Shares included in the Initial Shelf Registration
(i.e.,  the Initial Shelf  Registration  has been declared  effective  under the
Securities  Act and the  Stockholders  have been  notified  in  writing  of such
effectiveness  and have been provided with the number of copies of  prospectuses
and prospectus  supplements  that the  Stockholders  have  reasonably  requested
related to such Shelf Registration).

     (h) In  connection  with this Section 4, Buyer shall not sell any shares of
ABC Common Stock on any national  securities exchange until the Stockholders are
able  to  dispose  of the  Registrable  Shares  included  in the  Initial  Shelf
Registration  (i.e., the Initial Shelf  Registration has been declared effective
under the Securities Act and the  Stockholders  have been notified in writing of
such  effectiveness  and  have  been  provided  with the  number  of  copies  of
prospectuses and prospectus  supplements  that the Stockholders  have reasonably
requested);  provided,  however, if a registration  statement filed by Buyer has
been  declared  effective  under the  Securities  Act (the  "Buyer  Registration
Statement")  prior to the  date  (i) the  Initial  Shelf  Registration  has been
declared  effective under the Securities Act and (ii) the Stockholders have been
notified in writing of such effectiveness and have been provided with the number
of copies of prospectuses and prospectus  supplements that the Stockholders have
reasonably  requested  related  to such  Shelf  Registration,  Buyer  agrees  to
repurchase  from the  Stockholders an aggregate of 32,500 of the Closing Shares,
at a purchase  price equal to the price the shares of ABC Common  Stock are sold
to the public on the closing date of any such  transaction  from the proceeds of
the sale of ABC  Common  Stock  by  Buyer  pursuant  to the  Buyer  Registration
Statement.  Buyer shall not file a registration statement prior to the filing of
the Initial Shelf Registration other than a registration statement on Form S-8.


                                       7
<PAGE>

     5. Put Rights of the Parties.

     (a) For a  fifteen  (15)  Business  Day  period  beginning  on the six year
anniversary  of the Closing Date (the "Put  Exercise  Period"),  Buyer agrees to
repurchase  from any one or more of the  Stockholders an aggregate of 325,000 of
the Closing  Shares (less the number  Closing  Shares which are  repurchased  by
Buyer  pursuant to Section 4(h) herein,  if any), at a purchase price of $15 per
share (the  "Stockholder Put Right"),  provided that any Stockholder  exercising
such right  delivers  written  notice (the "Put Notice")  anytime within the Put
Exercise  Period  to Buyer  stating  that such  Stockholder  is  exercising  the
Stockholder Put Right.

     (b) The put  rights set forth in  Section  5(a)  above with  respect to the
325,000  Closing  Shares shall lapse and become null and void upon the following
conditions.  If,  for any  period  of ten (10)  consecutive  trading  days  (not
including  days  during  which the  "lock-up"  referred  to in Section 7.8 is in
effect)  (the  "Measurement  Period"),  at any  time  as long  as  either  (i) a
Registration  Statement  (including a Shelf  Registration)  that would allow the
sale of the  Closing  Shares by the  Stockholders  has been  filed  and  remains
effective during the Measurement  Period or (ii) Buyer has offered in writing to
register the sale of the Closing Shares by the Stockholders  pursuant to Section
7.2 hereof,  such offer has been declined in writing by the Stockholders and the
Registration  Statement  with  respect to such offer has been filed and  remains
effective during the Measurement  Period, the ABC Common Stock is trading on the
principal securities exchange on which it is listed or admitted for trading at a
Market  Price at or above $15 per share,  then the  Stockholder  Put Right shall
lapse,  and the number of Closing Shares with respect to which each  Stockholder
may exercise the  Stockholder  Put Right shall be reduced pro rata, with respect
to that  aggregate  number of Closing  Shares set forth in the right hand column
below,  opposite  the  highest  level  of  average  daily  trading  volume  (the
"Threshold")  exceeded during the Measurement Period, set forth in the left hand
column below,  but only to the extent that the actual daily trading volume on at
least three (3) trading days during the Measurement Period equals or exceeds the
Threshold.  Notwithstanding  the foregoing,  if the number of Shares covered (or
offered to be covered) by any Registration  Statement  referred to above is less
than the number of Closing  Shares,  then the  Stockholder Put Right shall lapse
with respect to no more than such lesser number of Closing Shares.

     (c) In addition,  to the extent any Closing  Shares  remain  subject to the
Stockholder Put Right  subsequent to any lapsing as determined  above,  then for
each day during the ten (10) consecutive  trading days following the Measurement
Period (not  including  any days during  which the  "lock-up"  is in effect or a
Registration  Statement  covering the Closing Shares is not effective)  that the
ABC Common Stock is trading on the principal  securities exchange on which it is
listed or admitted  for trading at a Market  Price at or above $15 per share and
the actual daily  trading  volume for ABC Common Stock exceeds any Threshold set
forth in the left hand column below, then the Stockholder Put Right shall lapse,
and the number of 


                                       8
<PAGE>

Closing  Shares  with  respect  to  which  the  Stockholders  may  exercise  the
Stockholder  Put Right  shall be further  reduced,  by an  additional  number of
Closing  Shares  equal to seven and one half  percent  (7 1/2%) of the number of
Closing  Shares  set forth in the right hand  column  opposite  such  Threshold.
Notwithstanding the foregoing, if the number of Shares covered (or offered to be
covered) by any Registration  Statement  referred to in clause (d) above is less
than the Threshold,  then the  Stockholder Put Right shall lapse with respect to
no more than such lesser number of Closing Shares.

================================================================================
Average Daily Trading Volume                              Number of Puts Lapsing
--------------------------------------------------------------------------------
           40,000                                                  47,500
--------------------------------------------------------------------------------
           65,000                                                  95,000
--------------------------------------------------------------------------------
           90,000                                                 142,500
--------------------------------------------------------------------------------
          120,000                                                 190,000
--------------------------------------------------------------------------------
          150,000                                                 237,500
--------------------------------------------------------------------------------
          175,000                                                 285,000
--------------------------------------------------------------------------------
          200,000                                                 325,000
================================================================================

     (d) The closing of the Stockholder Put Right exercised by the  Stockholders
pursuant to this Section 5 shall be held at the New Jersey offices of Buyer,  or
if no such offices  exists,  at some other location  mutually agreed upon by the
Buyer and a majority  of the  Stockholders  holding a  majority  of shares as to
which the Put Right has been exercised, at 11:00 a.m., local time, no later than
ten (10) Business Days after  delivery by the  Stockholders  of the relevant Put
Notice to Buyer (the "Closing").  At the Closing, each Stockholder  exercising a
Stockholder Put Right shall deliver certificates representing the Closing Shares
covered by the relevant Put Notice,  duly endorsed for transfer and  accompanied
by all requisite  transfer  taxes, if any, and such Closing Shares shall be free
and clear of any liens and each  Stockholder  shall so represent  and warrant on
behalf  of  itself,   and  further  represent  and  warrant  that  each  of  the
Stockholders is the sole beneficial and record owner of the Closing Shares owned
by it. At the Closing,  all of the parties to the transaction shall execute such
additional documents as are otherwise necessary or appropriate.

     (e) At the Closing,  Buyer shall deliver to each  Stockholder  exercising a
Stockholder Put Right, by wire transfer in immediately  available funds, payment
for all of the Closing Shares covered by such  Stockholder's Put Notice or shall
make other  arrangements  for  payment  satisfactory  to such  Stockholder.  Any
failure by Buyer to make any  payment in  respect of the  Stockholder  Put Right
when due shall be a breach of this  Agreement and,  without  limitation of other
rights or remedies  available to the  Stockholders  at law or in equity,  to the
extent Buyer was prohibited from making such payment pursuant to FLA. STAT. ANN.
ch.  607.06401  

                                       9
<PAGE>

(or any successor rule or similar provision then in effect), subject to Sections
5(f) and (g) below,  Buyer shall make such  payment(s) on the first date(s) that
it is lawfully permitted to do so, together with interest thereon at the rate of
10% per annum, compounded quarterly.

     (f)  Buyer  represents  and  warrants  that it has  not  entered  into  any
agreement or arrangement pursuant to which Buyer is restricted in its ability to
make any payment in respect of the Stockholder Put Right other than as set forth
in the: (i) Credit  Agreement  dated as of December  31, 1998 among  Buyer,  the
banks,  financial institutions and other institutional lenders named therein (as
initial  lenders) and Fleet National Bank, as Initial  Issuing Bank,  Swing Line
Bank and Administrative Agent (the "Credit  Agreement");  and (ii) $15.0 million
principal amount 9.0% Convertible Senior  Subordinated  Promissory Note of Buyer
due December 31, 2004 (the "Convertible Note").

     (g) Buyer  covenants  and agrees that, at all times between the date hereof
(the  "Execution  Date")  until the  earlier  of the (i)  expiration  of the Put
Exercise  Period;  (ii) the lapsing of all of the  Stockholders  Put Rights;  or
(iii) when the Stockholders  have disposed of all of the Registrable  Shares, it
shall not enter into any agreement or  arrangement  pursuant to which Buyer will
be restricted  in its ability to make any payment in respect of the  Stockholder
Put  Right  other  than as set  forth  in (i) the  Credit  Agreement,  (ii)  any
extension,  refinancing or replacement of, or amendment or modification  to, the
Credit Agreement,  (iii) the Convertible Note, (iv) any indebtedness incurred to
repay the  Convertible  Note or (v)  indebtedness,  incurred in connection  with
future  acquisitions,  provided,  that in the case of  clause  (v)  above,  such
indebtedness  shall only restrict Buyer's ability to make payments in respect of
the  Stockholder  Put  Right  if  Buyer  is  in  default  of  such  indebtedness
immediately prior to such payment or if such payment would cause a default under
such indebtedness.

     (h) The Put Notice shall be delivered to Buyer in  accordance  with Section
7.6 herein.

     6. Additional Rights of the Parties.

     (a) (A) If, at any time prior to the earlier of the (i)  expiration  of the
Put Exercise Period;  (ii) the lapsing of all of the Stockholders Put Rights; or
(iii)  expiration  of the  Effectiveness  Period,  either  Norton  Herrick or N.
Herrick Irrevocable ABC Trust (the "Major Stockholders"), acting individually or
in concert  ("Selling  Major  Stockholders"),  shall desire to sell or otherwise
transfer in a bona fide private sale 50% or more of the ABC Common Stock legally
and/or beneficially owned by the Major Stockholders  (provided that the transfer
of the  Convertible  Note  and  the  warrants  issued  pursuant  to the  Warrant
Agreement  dated as of December 31, 1998 between Buyer and Norton  Herrick to an
unrelated  third  party  bona  fide  purchaser  of the  Convertible  Note or the
refinancing or replacement  thereof 


                                       10
<PAGE>

shall be excluded  from the provision of this Section 6 in all  respects),  then
the Selling Major  Stockholders  shall refrain from effecting  such  transaction
unless,  prior to the consummation  thereof,  the  Stockholders  shall have been
afforded  the  opportunity  to  join  in  such  sale  on a pro  rata  basis,  as
hereinafter provided in Section 6(a)(B).

     (B) Prior to  consummation  of any bona fide  private sale of shares of ABC
Common Stock described in this Section 6(a)(B),  the Selling Major  Stockholders
shall deliver a written notice (the "Sale Notice") to each of the  Stockholders,
specifying in reasonable detail the number of shares proposed to be transferred,
the identity of the potential  transferee(s) and the terms and conditions of the
transfer;  provided,  however,  that  this  Section  shall  not apply to (i) any
transfer by any Major  Stockholder  of any shares to any of the employees of the
Buyer  or  any  of  its   subsidiaries,   other  than  in  connection  with  any
extraordinary  transaction  (e.g.,  a  management  buy-out of  Buyer),  (ii) any
transfer of securities made by any Major Stockholder to members of his immediate
family,  (iii)  any  transfer  by  any  Major  Stockholder  to any  other  Major
Stockholder,  or to any of their  affiliates,  (iv) any  transfer  by any  Major
Stockholder  pursuant  to a  pledge  agreement  with a bank or  other  financial
institution or (v) any transfer made by any Major  Stockholder upon his death to
his estate.  The Stockholders may elect to participate in the proposed  transfer
by delivering written notice to the Selling Major Stockholder(s) within five (5)
days after receipt of the Sale Notice. If any Stockholder  elects to participate
in such  transfer  pursuant  to the  terms  hereof,  such  Stockholder  shall be
entitled  to sell in the  proposed  transfer,  at the same price and on the same
terms,  a number of Closing  Shares equal to the product of (x) a fraction,  the
numerator of which is the number of Closing Shares owned by such Stockholder and
the  denominator  of which is the total  number of  shares of ABC  Common  Stock
beneficially owned by the Selling Major  Stockholder(s) on a fully diluted basis
and all of the  other  Stockholders  electing  to  participate  in the  transfer
multiplied  by, (y) the total number of shares of Common Stock to be transferred
by the Selling Major Stockholder(s) in the proposed transfer.

     (b) If Buyer effects, or is a party to, any consolidation,  merger or sale,
transfer  or other  disposition  of all or  substantially  all of the  property,
assets or business of Buyer at any time between the Closing Date and the earlier
of the (i) expiration of the Put Exercise Period; (ii) the lapsing of all of the
Stockholders  Put  Rights;  or  (iii)  expiration  of the  Effectiveness  Period
(collectively,  a "Merger  Event")  (other than any Merger Event:  (A) involving
only Buyer and one or more of its  Affiliates so long as the  Stockholders  get:
(1)  consideration  of the same type and  amount  per  share as the  controlling
shareholders of Buyer,  including,  without limitation,  the Major Stockholders;
and (2) rights are not  adversely  affected by any such event;  or (B)  effected
with the consent of Fleet National Bank, as administrative  agent,  following an
Event of  Default  and  foreclosure  by Fleet  National  Bank,  under the Credit
Agreement),  the Stockholders shall have the right to receive the greater of the
(i) consideration per share received by the stockholders of Buyer or (ii) $15.00
per share.  As  promptly  as  possible,  but,  in any  event,  at least five (5)
Business 

                                       11
<PAGE>

Days  after the  occurrence  of a Merger  Event,  Buyer  shall  deliver  to each
Stockholder written notice of such event in accordance with Section 7.6 herein.

     (c) From the date hereof until the earlier of the (i) expiration of the Put
Exercise  Period;  (ii) the lapsing of all of the  Stockholders  Put Rights;  or
(iii) expiration of the Effectiveness Period, Buyer shall not repurchase, in one
or more private  transaction(s),  shares of ABC Common Stock  outstanding on the
Execution Date, except that Buyer may repurchase (i) up to 200,000 shares of ABC
Common Stock and (ii) those shares of ABC Common Stock that Buyer has  committed
to  repurchase  prior to the date  hereof,  as set forth on Schedule  4.7 to the
Asset Purchase Agreement.

     (d) From the Execution  Date until the earlier of the (i) expiration of the
Put Exercise Period;  (ii) the lapsing of all of the Stockholders Put Rights; or
(iii) expiration of the Effectiveness Period, neither the Major Stockholders nor
Buyer shall  purchase any shares of ABC Common Stock on any national  securities
exchange,  unless such Major  Stockholder(s) or Buyer, as the case may be, shall
first offer to repurchase an equal number of Shares from the Stockholders at the
Market Price on such offer date.

     7. Registration Rights.

     7.1. Required Registrations.

     (a) In the event that the Initial Shelf  Registration has not been declared
effective  by the 180th day after the date hereof or has ceased to be  effective
for a period of 20  consecutive  days, or any time after the second  anniversary
(plus  any  Blackout   Period)  of  the   effectiveness  of  the  Initial  Shelf
Registration (or any Subsequent Shelf Registration),  the Stockholder(s) holding
in the aggregate at least the greater of (i) 51% of the then Registrable  Shares
or (ii)  100,000  Registrable  Shares  shall  have the  right to make a  written
request that Buyer effect the  registration of the number of Registrable  Shares
that such Stockholder(s) (the "Requesting Party"); provided, however, that, only
one (1) request for registration may be made under this subsection  7.1(a).  The
Buyer will thereupon file a Registration  Statement with respect to, and use its
best efforts to cause to be declared  effective,  at the earliest possible date,
the registration under the Securities Act,  including,  without  limitation,  by
means of a Shelf Registration if so requested in such request (but only if Buyer
is then eligible to use such a Shelf  Registration),  of the Registrable  Shares
which Buyer has been so requested to register by the Requesting Party.

     (b) A  registration  requested  pursuant  to this  Section 7.1 shall not be
deemed to have been effected (i) unless a  Registration  Statement  with respect
thereto has become  effective  and  remained  effective in  compliance  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable Shares covered by such Registration  Statement until the date twelve


                                       12
<PAGE>

(12) months from the effective date of such Registration  Statement;  or (ii) if
after it has become effective,  such registration is interfered with by any stop
order,  injunction  or other order or  requirement  of the  Commission  or other
governmental  agency or court,  prior to the end of the twelve (12) month period
specified  in clause (i) above,  for any reason not  attributable  solely to the
Requesting Party and has not thereafter become effective.

     (c) In the event such  registration  is  underwritten  (which  underwriting
Buyer shall have no obligation to provide  except as set forth in Section 7.1(d)
below),  the right of other  Stockholders to participate shall be conditioned on
such  Stockholders'   participation  in  such  underwriting.   If  the  managing
underwriter,  if any, of any underwritten offering shall advise Buyer (and Buyer
shall so advise  each  Stockholder  of such  advice  in  writing)  that,  in its
opinion,  the number of securities requested to be included in such registration
exceeds the number which can be sold in such  offering,  then Buyer will include
in such  registration,  to the extent of the number of Registrable  Shares which
Buyer is so advised  can be sold in (or during the time of) such  offering  at a
price acceptable to each Stockholder, the number of Registrable Shares requested
by each Stockholder to be included in such registration  that, in the opinion of
such managing  underwriter,  can be sold,  such amount to be allocated among all
such  holders  of  Registrable  Shares  pro rata on the basis of the  respective
number of  Registrable  Shares each such holder has  requested to be included in
such  registration,  provided that if the number of Registrable Shares that such
managing  underwriter  advises can be sold in such offering is less than all the
Registrable  Shares  that the  Requesting  Party  requested  be  included,  such
Requesting  Party may  withdraw  its written  request  made  pursuant to Section
7.1(a)  and  such  written   request  will  not  be  considered  a  request  for
registration for the purposes of Section 7.1(a).

     (d) If Buyer grants any other  person or entity the right to require  Buyer
to effect a registration  statement registering the distribution by such persons
or entities of securities of Buyer by means of an  underwriting,  or has granted
any other person or entity such rights,  Buyer must  promptly  advise  Seller in
writing.  Any time after receipt of such notice, the Requesting Party initiating
the registration pursuant to this Section 7.1 (in accordance with Section 7.1(a)
above) may require  Buyer to effect a  registration  statement  registering  the
distribution  of  the  Registrable  Shares  by  means  of  an  underwriting  (an
"Underwritten  Demand") by delivering to Buyer written notice (the "Underwritten
Demand  Notice").  Upon receipt of any such  Underwritten  Demand Notice,  Buyer
shall  promptly  give  written  notice  of  such  proposed  registration  to all
Stockholders.  Such Stockholders  shall have the right, by giving written notice
to Buyer within ten (10) Business Days after the Buyer  provides its notice,  to
elect to have included in such registration such of their Registrable  Shares as
such  Stockholders  may request in such notice of election and Buyer  shall,  as
expeditiously  as possible,  use its best efforts to effect the  registration of
such Registrable  Shares.  In connection with any underwritten  offering,  Buyer
shall  have the right to select the  managing  underwriter  with  respect to the
offering;  


                                       13
<PAGE>

provided that such managing  underwriter  shall be a nationally  recognized firm
reasonably  acceptable  to both  Buyer  and the  holders  of a  majority  of the
Registrable Shares requested to be sold in such underwritten offering.

     (e) If at the time of any request to register  Registrable  Shares pursuant
to Sections 7.1(a) or (d) hereof,  Buyer is engaged or has fixed plans to engage
within  seventy-five (75) days of the time of the request in a registered public
offering as to which the Stockholders may include Registrable Shares pursuant to
Section 7.2 hereof,  or is engaged in any other  material  activity that, in the
good faith  determination  of Buyer's  Board of  Directors,  would be  adversely
affected by the requested  registration  to the  detriment of Buyer,  then Buyer
shall give written  notice (the "Delay  Notice") of such  determination  to each
Requesting  Party.  Such delay or  discontinuance  shall be for the period Buyer
determines on the basis  provided above in good faith is necessary or desirable,
but in no event  greater  than  150 days  from  delivery  by Buyer of the  Delay
Notice,  provided  that Buyer shall have the right to only one Delay Notice each
year  and no more  than 180  days of  delay  or  discontinuance  in any two year
period.  Buyer shall notify in writing the Requesting Party of the expiration of
the period of delay or  discontinuance.  Following such delay or discontinuance,
Buyer shall  promptly  cause the  Registrable  Shares to be  registered  unless,
within twenty (20) Business Days of receipt of notice from Buyer, the Requesting
Party withdraws its written  request made pursuant to Section  7.1(a),  in which
case, such written request will not be considered a request for registration for
the purposes of Section 7.1(a).

     7.2. Incidental Registration.

     (a) At any time  following the Closing Date,  when Buyer proposes to file a
Registration Statement (other than pursuant to Section 7.1 hereof), it will give
written  notice  to  all  Stockholders  and,  upon  the  written  request  of  a
Stockholder  or  Stockholders  given within ten (10)  Business  Days after Buyer
provides  such  notice  (which  request  shall  specify the  Registrable  Shares
intended to be disposed of by such holder),  Buyer shall, subject to subsections
7.2(b) and 7.2(c) hereof,  use its best efforts to cause all Registrable  Shares
that Buyer has been requested by such Stockholder or Stockholders to register to
be registered under the Securities Act; provided, however, if, at any time after
giving such written notice of its intention to register any securities and prior
to the effective date of the  Registration  Statement  filed in connection  with
such  registration,  Buyer shall  determine  for any reason not to register such
securities,   Buyer  may,  at  its  election,   give  written   notice  of  such
determination to each holder of Registrable Shares who shall have made a request
for  registration as hereinabove  provided and thereupon Buyer shall be relieved
of its  obligation to register any  Registrable  Shares in connection  with this
Section  7.2 (but not from its  obligation  to pay any  expenses  in  connection
therewith).

     (b) In connection with any offering under this Section 7.2 hereof involving
an underwriting,  Buyer shall not be required to include


                                       14
<PAGE>

any  Registrable  Shares in such offering  unless the holders thereof accept the
terms of the  underwriting  as agreed upon  between  Buyer and the  underwriters
selected  by it and  execute an  underwriting  agreement  reflecting  such terms
(provided that such terms must be consistent with this Agreement).

     (c) If a registration pursuant to this Section 7.2 involves an underwritten
offering and the managing  underwriter  advises the issuer that, in its opinion,
the number of securities  proposed to be included in such registration should be
limited  due  to  market  conditions,   then,  after  having  included  in  such
registration   any  shares  being   registered  in   satisfaction   of  "demand"
registration rights of any person, Buyer shall include in such registration,  to
the extent of the number of Registrable  Shares which Buyer is so advised by the
managing underwriter in its professional judgment can be sold without materially
adversely  impacting  the terms of the  underwriting  in (or during the time of)
such  offering  at a  price  acceptable  to  each  Stockholder,  the  number  of
Registrable  Shares  requested  by  each  Stockholder  to be  included  in  such
registration  that,  in the opinion of such managing  underwriter,  can be sold,
such amount to be  allocated  among all such holders of  Registrable  Shares pro
rata on the basis of the  respective  number  of  Registrable  Shares  each such
holder has  requested  to be included in such  registration.  If any third party
notifies  Buyer of its intent to  exercise a "demand"  registration  right which
would  have the  effect  of  reducing  the  number of  Registrable  Shares to be
registered  pursuant to the preceding  sentence,  then, promptly upon receipt of
such notice, Buyer shall notify the Stockholders requesting registration of such
demand  and,  if all of the other  conditions  set forth in Section 7.1 are met,
such  Stockholders  may thereupon elect to exercise their "demand"  registration
rights pursuant to Section 7.1 hereof in lieu of their "piggyback"  registration
rights  pursuant  to this  Section  7.2.  No third  party  shall be granted  any
registration rights superior to the rights granted under this Agreement.

     7.3.  Registration  Procedures.  If and  whenever  Buyer is required by the
provisions of this  Agreement to use its efforts to effect the  registration  of
any of the  Registrable  Shares under the  Securities  Act  (including,  without
limitation,  pursuant to Section 4 herein),  Buyer  shall,  except as  otherwise
specifically set forth in Section 4 herein:

     (a) prepare and, in case of any registration  effected  pursuant to Section
7.1 hereof,  subject to Section 7.1(e) hereof,  within ninety (90) calendar days
after which the request for  registration  may be given to Buyer,  file with the
Commission a Registration  Statement with respect to such Registrable Shares and
use its best efforts to cause such  Registration  Statement to become and remain
effective  (the  "Registration  Statement");  provided that as far in advance as
practical before filing such  Registration  Statement or any amendment  thereto,
Buyer will furnish to the Stockholders that (whether pursuant to Sections 4, 7.1
or 7.2) have  Registrable  Shares  included  in such  registration  ("Requesting
Stockholders")  copies  of  reasonably  complete  drafts  of all such  documents
proposed to be filed (including exhibits),  and any Requesting Stockholder shall
have the  reasonable  opportunity  (but 


                                       15
<PAGE>

not less than five (5) Business  Days) to object to any  information  pertaining
solely  to such  holder  that is  contained  therein  and  Buyer  will  make the
corrections reasonably requested by such holder with respect to such information
prior to filing any such Registration Statement or amendment;

     (b) as  expeditiously  as possible prepare and file with the Commission any
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration Statement and the prospectus included in the Registration Statement
as may be necessary to keep the Registration Statement effective, in the case of
a firm  commitment  underwritten  public  offering,  until each  underwriter has
completed the distribution of all securities purchased by it and, in the case of
any other  offering,  until the  earlier of the sale of all  Registrable  Shares
covered thereby or twelve (12) months after the effective date thereof;

     (c) as  expeditiously  as possible  furnish to each Requesting  Stockholder
such numbers of copies of the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as the Requesting  Stockholder may reasonably request in order to facilitate the
public  sale  or  other  disposition  of the  Registrable  Shares  owned  by the
Requesting Stockholders;

     (d) as expeditiously as possible use its commercially reasonable efforts to
register or qualify the Registrable Shares covered by the Registration Statement
under  the  securities  or  Blue  Sky  laws  of such  states  as the  Requesting
Stockholders shall reasonably request,  and do any and all other acts and things
that may be  necessary or desirable  to enable the  Requesting  Stockholders  to
consummate  the  public  sale  or  other  disposition  in  such  states  of  the
Registrable Shares owned by the Requesting Stockholders; provided, however, that
Buyer shall not be required in connection  with this paragraph (d) to qualify as
a foreign corporation or execute or file a general consent to service of process
in any jurisdiction;

     (e) otherwise use its best efforts to cause  Registrable  Shares covered by
such  Registration  Statement to be registered  with, or approved by, such other
governmental  agencies  or  authorities  as  may  be  necessary  to  enable  the
Requesting  Stockholders  to  consummate  the  disposition  of such  Registrable
Shares,  so long as the requirement of such approval  relates to the business of
Buyer;

     (f)  notify  each  seller of such  Shares,  at any time  when a  prospectus
relating  thereto is required to be delivered  under the Securities  Act, of the
happening  of any  event as a result of which the  prospectus  included  in such
registration  statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading,  and prepare a
supplement or amendment to such  prospectus so that, as thereafter  delivered to
the purchasers of such Registrable  Shares, such prospectus shall not contain an
untrue  


                                       16
<PAGE>

statement  of a material  fact or omit to state any fact  necessary  to make the
statements therein not misleading;

     (g) during normal business hours and on reasonable advance notice and, make
available for inspection by any seller of Shares (who executes a confidentiality
agreement  substantially  to the  effect  set  forth  in  Annex B  hereto),  any
underwriter  participating  in any  disposition  pursuant  to such  registration
statement (who executes a confidentiality  agreement substantially to the effect
set  forth  in Annex B  hereto)  and any  attorney,  accountant  or other  agent
retained by any such seller or underwriter (each a "Person"), such financial and
other records,  documents and properties of Buyer,  and cause Buyer's  officers,
directors,  employees  and  independent  accountants  to supply all  information
reasonably requested by any such seller,  underwriter,  attorney,  accountant or
agent in connection with such registration  statement  (provided that any Person
who receives such financial and other records, documents and properties of Buyer
agrees  to use  reasonable  precautions  to  keep  confidential  all  non-public
information  identified by Buyer as being  confidential  at the time the same is
delivered to such Person pursuant to this section);

     (h) permit any holder of Shares which holder,  in its reasonable  judgment,
might be deemed  to be an  underwriter  or a  controlling  person  of Buyer,  to
participate in the preparation of such registration or comparable  statement and
to require the  insertion  therein of  material,  furnished to Buyer in writing,
which in the  reasonable  judgment  of such  holder  and its  counsel  should be
included;

     (i)  in the  event  of  the  issuance  of any  stop  order  suspending  the
effectiveness  of a  registration  statement,  or of  any  order  suspending  or
preventing the use of any related  prospectus or suspending the qualification of
any  common  stock  included  in such  registration  statement  for  sale in any
jurisdiction, Buyer shall use its reasonable best efforts promptly to obtain the
withdrawal of such order;

     (j) provide a transfer agent and registrar for all such Registrable  Shares
not later than the effective date of such registration statement;

     (k)  comply  in  all  material  respects  with  all  applicable  rules  and
regulations of the Commission in connection with the Registration Statement;

     (l) in the  case  of  any  underwritten  offering,  promptly  enter  into a
customary  Underwriting  Agreement  reasonably  acceptable  to the  Underwriter,
including, if applicable, the terms set forth in Section 7.1(d) hereof; and

     (m)  promptly  notify the General  Counsel and Chief  Financial  Officer of
Seller at the addresses set forth in Section 7.6 hereof (which 


                                       17
<PAGE>

notification  will  be  deemed  to be  notice  to  all  Stockholders),  and  the
underwriter or underwriters, if any:

     (A) when such  Registration  Statement or any prospectus used in connection
therewith,  or any amendment or supplement thereto,  (i) has been filed and (ii)
has become effective;

     (B) of any written  comments from the Commission with respect to any filing
referred  to in clause  (A),  to the  extent  that  such  written  comments  are
substantive,  and of any written  request by the  Commission  for  amendments or
supplements to such Registration Statement or prospectus;

     (C)  of  the  written  notification  to  Buyer  by  the  Commission  of its
initiation of any proceeding  with respect to the issuance by the Commission of,
or of the  issuance  by  the  Commission  of,  any  stop  order  suspending  the
effectiveness of such Registration Statement; and

     (D) of the  receipt  by  Buyer  of any  notification  with  respect  to the
suspension of the  qualification  of any  Registrable  Shares for sale under the
applicable securities or blue sky laws of any jurisdiction.

     If Buyer has delivered  preliminary or final prospectuses to the Requesting
Stockholders  and after having done so, the prospectus is amended to comply with
the provisions of the Securities Act or is amended or  supplemented  pursuant to
Section  7.3(b),  Buyer shall promptly notify the Requesting  Stockholders,  the
Requesting  Stockholders  shall  immediately  cease making offers of Registrable
Shares and, if requested, return all prospectuses to Buyer. Buyer shall promptly
provide the Requesting  Stockholders  with revised  prospectuses,  to the extent
required by Section 7.3(b), and, following receipt of the revised  prospectuses,
the  Requesting  Stockholders  shall  be free to  resume  making  offers  of the
Registrable Shares.

     7.4.  Allocation of Expenses.  Buyer will pay all Registration  Expenses of
all  registrations  under  this  Agreement;   provided,   however,   that  if  a
registration  under  Section  7.1  hereof is  withdrawn  at the  request  of the
Requesting   Stockholders   (other  than  as  a  result  of  materially  adverse
information concerning the business or financial condition of Buyer that is made
known  to the  Stockholders  after  the  date on  which  such  registration  was
requested)  and  if  the  Requesting   Stockholders   elect  not  to  have  such
registration  counted as a registration  requested under Section 7.1 hereof, the
Requesting Stockholders shall pay the Registration Expenses of such registration
pro rata in accordance with the number of their  Registrable  Shares included in
such  registration.  For purposes of this  Section  7.4, the term  "Registration
Expenses" shall mean all expenses  incurred by Buyer in complying with Section 6
hereof,  including,  without  limitation,  all  registration  and  filing  fees,
printing expenses, fees and expenses of counsel for Buyer, reasonable state Blue
Sky fees and  expenses,  and the  expense of any  special  audit  incident to or
required by any such  


                                       18
<PAGE>

registration,  and the fees and  disbursements  of  Buyer's  independent  public
accountants, including the expenses of any "cold comfort" letters required by or
incident  to  such  performance  and  compliance,  provided  that  "Registration
Expenses"  shall not include  underwriting  discounts  and selling  commissions,
non-accountable  or accountable  expense  allowances,  other  brokerage fees and
transfer taxes relating to the Registrable  Shares. The Requesting  Stockholders
shall pay any underwriting discounts and selling commissions, non-accountable or
accountable expense allowances, other brokerage fees and transfer taxes relating
to the  Registrable  Shares,  and any fees and  expenses  of any  counsel to the
Stockholders or any Stockholder.

     7.5. Indemnification and Contribution.  In the event of any registration of
any of the  Registrable  Shares  under  the  Securities  Act  pursuant  to  this
Agreement,  Buyer will  indemnify  and hold  harmless the  Stockholders  selling
Registrable  Shares,  each underwriter of such Registrable  Shares,  and each of
their  respective  directors  and officers,  and each other person,  if any, who
controls such  Stockholder or  underwriter  within the meaning of the Securities
Act or the Exchange Act against any losses,  claims,  damages,  or  liabilities,
joint or several, to which such Stockholder,  underwriter,  director, officer or
controlling  person may become  subject under the  Securities  Act, the Exchange
Act,  state  securities or Blue Sky laws, or otherwise,  insofar as such losses,
claims,  damages, or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact  contained in any  Registration  Statement  (or any amendment or supplement
thereto)  under  which  such  Registrable   Shares  were  registered  under  the
Securities Act, any preliminary prospectus, or final prospectus contained in the
Registration  Statement,  or any amendment or  supplement  to such  Registration
Statement  or  prospectus,  or arise out of or are based  upon the  omission  or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make  the  statements  therein  not  misleading;  and  Buyer  will
reimburse such Stockholder,  underwriter,  and each such controlling  person for
its  reasonable  costs and expenses  (including  reasonable  attorneys  fees and
expenses) in connection with  investigating  or defending any such loss,  claim,
damage,  liability, or action; provided,  however, that Buyer will not be liable
in any such case to the extent that any such loss,  claim,  damage, or liability
(i) arises out of, or is based upon, any material  untrue  statement or omission
made  in  such  Registration  Statement,   preliminary   prospectus,   or  final
prospectus,  or any such  amendment  or  supplement  in  reliance  upon,  and in
conformity with,  information  furnished to Buyer in writing, by or on behalf of
any such Stockholder,  underwriter,  or controlling person, specifically for use
in the  preparation  thereof or (ii) is based  solely  upon,  failure to give or
deliver a prospectus at, or prior to, written confirmation of sale.

     In the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement,  each Stockholder selling Registrable
Shares  will  indemnify  and hold  harmless  Buyer,  each of its  directors  and
officers and each  underwriter  (if any) and each  person,  if any, who controls
Buyer or any such  underwriter  within the meaning of the  Securities Act or the
Exchange Act,


                                       19
<PAGE>

(collectively,  "Buyer  Indemnitees")  against any losses,  claims,  damages, or
liabilities,  to which Buyer,  such  directors  and  officers,  underwriter,  or
controlling  person may become subject under the Securities  Act,  Exchange Act,
state securities or Blue Sky laws, or otherwise, insofar as such losses, claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based upon any untrue  statement or alleged untrue  statement of a material fact
contained in any Registration Statement under which such Registrable Shares were
registered  under  the  Securities  Act,  any  preliminary  prospectus  or final
prospectus  contained  in  the  Registration  Statement,  or  any  amendment  or
supplement to the Registration  Statement, or arise out of or are based upon any
omission  or alleged  omission  to state a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  if the
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information relating to such Stockholder  furnished in writing to Buyer by or on
behalf  of  such  Stockholder  specifically  for  use  in  connection  with  the
preparation  of  such  Registration   Statement,   prospectus,   amendment,   or
supplement.

     Each  party  entitled  to  indemnification  under  this  Section  7.5  (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld);  and provided,  further, that the failure of any Indemnified Party to
give notice as provided herein,  which failure is not prejudicial to the defense
of such claim or  litigation,  shall not relieve the  Indemnifying  Party of its
obligations  under this Section 7.5. The  Indemnified  Party may  participate in
such defense at such party's expense;  provided,  however, that the Indemnifying
Party  shall  pay the fees and  expenses  of no more  than  one  counsel  to the
Indemnified  Party approved by the Indemnifying  Party if representation of such
Indemnified  Party by the counsel  retained by the  Indemnifying  Party would be
inappropriate  due to  actual  or  potential  differing  interests  between  the
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  No  Indemnifying  Party,  in the  defense  of  any  such  claim  or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any  settlement  that does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect of such claim or
litigations,  and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation  without the prior  consent of the  Indemnifying
Party,  which  consent shall be deemed to be given if not denied within five (5)
days of the Indemnified Party's submission of a request for such consent.

     In order to provide for just and equitable  contribution  in  circumstances
under which the indemnity  contemplated  by Section 7.5 hereof is for any reason
not  available,  the parties  required to indemnify by the terms  thereof  shall
contribute to the 


                                       20
<PAGE>

aggregate  losses,  liabilities,  claims,  damages  and  expenses  of the nature
contemplated by such indemnity  agreement  (collectively,  "Losses") incurred by
Buyer,  any seller of  Registrable  Shares and one or more of the  underwriters,
except to the extent that  contribution  is not permitted under Section 11(f) of
the  Securities  Act. In determining  the amounts which the  respective  parties
shall  contribute,   there  shall  be  considered  the  relative  fault  of  the
Indemnifying  Party on the one hand and the Indemnified  Party on the other hand
in connection  with  statements or omissions  which resulted in such Losses,  as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things,  the parties' relative knowledge
and access to information  concerning the matter with respect to which the claim
was asserted,  the  opportunity to correct and prevent any statement or omission
and any other  equitable  considerations  appropriate  under the  circumstances.
Buyer and each Person selling securities agree with each other that no seller of
Registrable  Shares shall be required to contribute  any amount in excess of the
amount such seller would have been  required to pay to an  Indemnified  Party if
the  indemnity  under  Section  7.5 hereof were  available.  Buyer and each such
seller agree with each other and the underwriters of the Registrable  Shares, if
requested by such underwriters,  that it would not be equitable if the amount of
such  contribution  were  determined by pro rata or per capita  allocation.  For
purposes of this Section 7.5, each Person,  if any, who controls an  underwriter
within  the  meaning  of the  Securities  Act  shall  have  the same  rights  to
contribution  as such  underwriter,  and each director and each officer of Buyer
who signed the  Registration  Statement,  and each Person,  if any, who controls
Buyer or a  seller  of  Registrable  Shares,  shall  have  the  same  rights  to
contribution  as Buyer or a seller of  Registrable  Shares,  as the case may be.
Notwithstanding  anything  herein  the  contrary,  the  rights  and  obligations
contained in this Section 7.5 shall survive any termination of this Agreement.

     7.6.  Indemnification with Respect to Underwritten  Offering.  In the event
that  Registrable  Shares are sold  pursuant to a  Registration  Statement in an
underwritten  offering,  Buyer  agrees to enter into an  underwriting  agreement
containing customary representations and warranties with respect to the business
and  operations of an issuer of the  securities  being  registered and customary
covenants  and  agreements  to be performed by such  issuer,  including  without
limitation  customary provisions with respect to indemnification by Buyer of the
underwriters of such offering.

     7.7.  Information by Holder.  Each holder of Registrable Shares included in
any registration  shall furnish to Buyer such information  regarding such holder
and the distribution  proposed by such holder as Buyer may reasonably request in
writing  and  as  shall  be  required  in  connection  with  any   registration,
qualification  or  compliance  referred to in this Section 6. Buyer shall not be
obligated to register any  Registrable  Shares pursuant to this Section 6 unless
Buyer has first received the foregoing information with respect to the holder or
holders thereof.


                                       21
<PAGE>

     7.8.  "Lock-Up"  Agreement.  Each  holder  of  Registrable  Shares  holding
beneficial  ownership of in excess of 2% of the outstanding shares of ABC Common
Stock  (calculated  under Rule 13d-3 of the Exchange Act) agrees,  to the extent
reasonably  requested  in  writing  by Buyer in the event of a  non-underwritten
"rights"  offering  to all  existing  stockholders  or to the extent  reasonably
requested in writing by an underwriter in the event of an underwritten  offering
as to which the  holder of such  Registrable  Shares had the right to cause such
Registrable Shares to be included, to execute a customary "lock-up" agreement to
defer  the  sale or  distribution  of all  Registrable  Shares  (other  than (i)
Registrable  Shares included in any such offering and (ii) Shares proposed to be
sold in a non-public  sale, so long as the prospective  purchaser of such Shares
agrees in writing with the Buyer to be bound by the terms of this Agreement) for
a period of time (not to exceed ninety (90) days)  following the effective  date
of a  registration  statement  of Buyer filed under the  Securities  Act,  which
agreement,  in each such  case,  shall  also  bind the  executive  officers  and
directors of Buyer and the Major  Stockholders  and other  stockholders  holding
more than two percent (2%) of the  then-outstanding  capital stock of Buyer,  on
terms and conditions substantially similar to those which shall apply to holders
of Registrable Shares.

     8. Miscellaneous.

     8.1.  Violative  Agreement.  Buyer  represents and warrants that it has not
entered  into,  and  covenants  that it shall  not  hereafter  enter  into,  any
agreement  or  arrangement  with  respect to its  securities  which  violates or
adversely  effects the rights  granted to the holders of  Registrable  Shares in
this Agreement.

     8.2. Remedies.  The parties hereto agree that if any party seeks to resolve
any dispute  arising under this Agreement  pursuant to a legal  proceeding,  the
prevailing party to such proceeding  shall be entitled  promptly to receive from
the other party, the fees and expenses (including  reasonable attorneys fees and
expenses)  incurred on the  prevailing  party's  behalf in connection  with such
proceedings.

     8.3.  Owners  or  Affiliates  of  Seller.   Buyer   acknowledges  that  the
obligations and liabilities of Seller arising out of this Agreement or any other
transaction contemplated hereby, whether arising before, on or after the Closing
Date and whether known or unknown, actual, fixed, contingent or otherwise, shall
not be binding upon,  enforceable  against or extend to the owners or Affiliates
of Seller (other than owners or Affiliates  who are  Stockholders)  and that its
sole  recourse is to the assets of Seller and not to the assets of the owners or
Affiliates of Seller (other than owners or Affiliates who are Stockholders).

     8.4. Amendments and Waivers.  Any term of 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),


                                       22
<PAGE>

only  with the  written  consent  of the Buyer  and the  Majority  Stockholders;
provided,  however, if the rights of any holder of Shares is adversely affected,
Buyer must obtain the written  consent of such holder.  Any  amendment or waiver
effected in accordance  with this paragraph shall be binding upon each holder of
any Shares then outstanding, each future holder of all such Shares, and Buyer.

     8.5. Obligations of Stockholders.  By exercising any rights hereunder, each
Stockholder shall be deemed to assume all obligations of a Stockholder hereunder
as though  such  Stockholder  were a  signatory  hereto.  Buyer may  require any
Stockholder to execute an instrument whereby such Stockholder  expressly assumes
all obligations of such  Stockholder  hereunder as a condition  precedent to any
obligation of Buyer to such Stockholder hereunder.

     8.6. Entire Agreement;  Modification.  This Agreement sets forth the entire
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supersedes all existing agreements among them concerning such subject matter and
may be modified only by a written instrument duly executed by each party hereto.

     8.7.  Notices.  Any notice  given  pursuant to this  Agreement to any party
hereto  shall be deemed to have been duly given  when  mailed by  registered  or
certified mail, return receipt requested,  or by overnight courier, or when hand
delivered as follows:

                    If to Seller, WCI, Sony or Stockholders:

                           The Columbia House Company
                           1221 Avenue of the Americas
                           New York, New York 10020-1090

                           Attention: General Counsel

                                      -and-

                           The Columbia House Company
                           1221 Avenue of the Americas
                           New York, New York 10020-1090

                           Attention:  Chief Financial Officer


                                       23
<PAGE>

                                    with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, New York 10019-6064

                           Attention:  James H. Schwab, Esq.

                                    If to Buyer:

                           Audio Book Club, Inc.
                           20 Community Place
                           P.O. Box 2346
                           Morristown, New Jersey 07962-2346

                           Attention:  Michael Herrick, Co-CEO

                                      -and-

                           Audio Book Club, Inc.
                           2295 Corporate Blvd, N.W. Suite 222
                           P.O. Box 5010
                           Boca Raton, Florida 33431-0810

                           Attention:  Norton Herrick, Co-CEO

                                    with a copy to:

                           Werbel & Carnelutti
                           711 Fifth Avenue
                           New York, New York 10022

                           Attention:  Guy N. Molinari, Esq.

                                      -and-

                           Tenzer Greenblatt LLP
                           405 Lexington Avenue
                           New York, New York 10174

                           Attention:  Robert J. Mittman, Esq.

or at such other address as either such party shall from time to time  designate
by written notice, in the manner provided herein, to the other party hereto. All


                                       24
<PAGE>

references to days in this Agreement  shall be deemed to refer to calendar days,
unless otherwise specified.

     8.8. Waiver. Any waiver must be in writing,  and any waiver by any party of
a breach of any provision of this Agreement shall not operate as or be construed
to be a waiver of any other  breach of that  provision  or of any  breach of any
other provision of this Agreement.  The failure of a party to insist upon strict
adherence  to any term of this  Agreement on one or more  occasions  will not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

     8.9. Separability.  If any provision of this Agreement is invalid,  illegal
or unenforceable, such provision shall be ineffective to the extent, but only to
the  extent  of,  such  invalidity,  illegality  or  unenforceability,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement, unless such a construction would be unreasonable.

     8.10.  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     8.11.  Governing Law. This Agreement shall be governed by, and construed in
accordance  with, the internal laws of the State of New York.  Each party hereto
agrees  that it shall  bring any  action or  proceeding  in respect of any claim
arising out of or related to this Agreement or the transactions  contained in or
contemplated by this  Agreement,  whether in tort or contract or otherwise or at
law or in  equity,  exclusively  in the  United  States  District  Court for the
Southern  District of New York (the "Chosen Court") and (i) irrevocably  submits
to the exclusive  jurisdiction of the Chosen Court, (ii) waives any objection to
laying  venue in any such  action or  proceeding  in the Chosen  Court and (iii)
waives any objection that the Chosen Court is an inconvenient  forum or does not
have jurisdiction over any party hereto.

     8.12.  Binding  Effect.  This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their permitted successors and assigns.


                            [SIGNATURE PAGE FOLLOWS]


                                       25
<PAGE>

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year first above written.


                             THE COLUMBIA HOUSE COMPANY


                             By: /s/ Richard C. Wolter
                                -------------------------------
                                Name:   Richard C. Wolter
                                Title:  Chairman and Chief Executive Officer



                             WCI RECORD CLUB INC.


                             By: /s/ Fred Wistow
                                -------------------------------
                                Name:   Fred Wistow
                                Title:  Vice President and Secretary



                             SONY MUSIC ENTERTAINMENT INC.


                             By: /s/ Thomas Connolly
                                -------------------------------
                                Name:   Thomas Connolly
                                Title:  Senior Vice President and Comptroller


                             AUDIO BOOK CLUB, INC.


                             By: /s/ Norton Herrick
                                -------------------------------
                                Name:   Norton Herrick
                                Title:  Chairman and Chief Executive Officer



                                       26
<PAGE>


                                                                         ANNEX A



                          SHARES DISTRIBUTION SCHEDULE



                                             Closing Shares      Warrant Shares
                                             --------------      --------------

The Columbia House Company..........             225,000                0

WCI Record Club Inc.................             50,000              50,000

Sony Music Entertainment Inc........             50,000              50,000



                                       ii
<PAGE>


                                                                         ANNEX B


                                December __, 1998



                            CONFIDENTIALITY AGREEMENT


[Prospective Holder of Registrable Shares]


         Re:  Registration and Shareholder Rights Agreement dated as of
              December __, 1998 among Audio Book Club, Inc., Fleet National Bank
              and International Nederladen (US) Capital Corporation

Dear Sirs:

     As a party to the  above-referenced  Registration  and  Shareholder  Rights
Agreement  (the  "Agreement"),  we have agreed with Audio Book Club,  Inc.  (the
"Company")  pursuant  to  Section  7.3(g)  of the  Agreement  to use  reasonable
precautions to keep  confidential,  except as otherwise  provided  therein,  all
non-public  information  identified by the Company as being  confidential at the
time the same is delivered to us pursuant to the Agreement.

     As provided in said Section  7.3(g)  thereof,  we are  permitted to provide
you,  as  a  prospective  holder  of  Registrable  Shares  (as  defined  in  the
Agreement), with certain of such non-public information subject to the execution
and  delivery by you,  prior to  receiving  such  non-public  information,  of a
Confidentiality  Agreement  in this  form.  Such  information  will  not be made
available to you until your  execution and return to us of this  Confidentiality
Agreement.

     Accordingly,  in  consideration  of the foregoing,  you agree (on behalf of
yourself  and  each of  your  affiliates,  directors,  officers,  employees  and
representatives)  that (a) such  information  will not be used by you  except in
connection  with the  proposed  purchase  mentioned  above and (b) you shall use
reasonable  precautions,  in  accordance  with  your  customary  procedures  for
handling  confidential  information  and  in  accordance  with  safe  and  sound
practices, to keep such information  confidential,  provided that nothing herein
shall limit the disclosure of any such information (i) to the extent required by
statute,  rule,  regulation  or  judicial  process,  (ii) to your  counsel or to
counsel for any of the holders of  Registrable  Shares,  and (iii) to regulatory
personnel,  auditors  or  accountants;  provided  that in no event  shall you be
obligated   to  return  any   materials   furnished  to  you  pursuant  to  this
Confidentiality Agreement.



                                       iii
<PAGE>

     Would you please  indicate your  agreement to the foregoing by signing,  at
the place provided below, the enclosed copy of this Confidentiality Agreement.

                                        Very truly yours,

                                        [Stockholder]


                                        By:
                                           ------------------------------



The foregoing is agreed to 
as of the date of this letter.

[Insert Name of Prospective
Holder of Registrable Shares]


By:
   -----------------------------




                                       iv