EXHIBIT 10(s)


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                        EMPLOYEE STOCKHOLDER AGREEMENT


                         dated as of August 19, 1999,


                                     among


                          BLOUNT INTERNATIONAL, INC.,


                       LEHMAN BROTHERS MERCHANT BANKING
                              PARTNERS II, L.P.,


                                      and


                    THE EMPLOYEE STOCKHOLDERS NAMED HEREIN




=============================================================================


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                               TABLE OF CONTENTS

                                   ARTICLE I

DEFINITIONS.................................................................1


                                  ARTICLE II

                       GENERAL; RESTRICTIONS ON TRANSFER

SECTION 2.01.  General......................................................7
SECTION 2.02.  General Transfer Restrictions................................7
SECTION 2.03.  Legend.......................................................8
SECTION 2.04.  Additional Restrictions on Transfer..........................8
SECTION 2.05.  Registration of Option Shares................................8


                                  ARTICLE III

                    TAG-ALONG RIGHTS, AND DRAG-ALONG RIGHTS

SECTION 3.01.  Tag-Along Rights.............................................8
SECTION 3.02.  Drag-Along Rights...........................................10
SECTION 3.03.  Cooperation.................................................10


                                  ARTICLE IV

                              CALL AND PUT RIGHTS

SECTION 4.01.  Call and Puts Rights  ......................................11


                                   ARTICLE V

                              REGISTRATION RIGHTS

SECTION 5.01.  Registration................................................12
SECTION 5.02.  Demand Registration Rights. ................................13
SECTION 5.03.  Registration Expenses.......................................15
SECTION 5.04.  Restrictions on Public Sale by Sellers and the Company......15
SECTION 5.05.  Registration Procedures.....................................15
SECTION 5.06.  Obligations of Sellers......................................18
SECTION 5.07.  Indemnification.............................................19
SECTION 5.08.  Rule 144 Reporting..........................................22


                                       i

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                                  ARTICLE VI

                                 MISCELLANEOUS

SECTION 6.01.  Notices....................................................22
SECTION 6.02.  Applicable Law.............................................22
SECTION 6.03.  Entire Agreement; No Third-Party Beneficiaries.............23
SECTION 6.04.  Descriptive Headings.......................................23
SECTION 6.05.  Severability...............................................23
SECTION 6.06.  Agreement To Be Bound......................................23
SECTION 6.07.  Additional Holders.........................................23
SECTION 6.08.  Additional Employee Stockholders...........................23
SECTION 6.09.  Other Agreements...........................................23
SECTION 6.10.  Successors, Assigns, Transferees...........................23
SECTION 6.11.  Amendments; Waivers........................................23
SECTION 6.12.  Counterparts...............................................24
SECTION 6.13.  Specific Performance.......................................24
SECTION 6.14.  Attorneys' Fees............................................24
SECTION 6.15.  Recapitalization, Exchanges, etc., Affecting Common Stock..24


Exhibit A -- Form of Option Agreement
Exhibit B -- Equity Rollover Amounts


                                      ii

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                         EMPLOYEE STOCKHOLDER AGREEMENT dated as of August 19,
                    1999 (this "Agreement"), among BLOUNT INTERNATIONAL, INC.,
                    a Delaware corporation (the "Company"), Lehman Brothers
                    Merchant Banking Partners II, L.P., a Delaware limited
                    partnership, on behalf of itself and its affiliated
                    co-investors (collectively, "Lehman Brothers Merchant
                    Banking Partners"), and each employee of the Company whose
                    names and addresses are set forth on the signature page
                    hereof or who otherwise become parties to this Agreement
                    (each, an "Employee Stockholder").


          WHEREAS pursuant to an Agreement and Plan of Merger and
Recapitalization (as amended from time to time, the "Merger Agreement") dated
April 18, 1999, between Red Dog Acquisition, Corp., a Delaware corporation,
and the Company (a) each share of issued and outstanding common stock of the
Company (with certain exceptions set forth in the Merger Agreement) shall be
converted into the right to receive, at the election of the stockholders of
the Company and subject to proration, either (i) an amount in cash equal to
$30.00 or (ii) two shares of common stock of the Company;

          WHEREAS upon completion of the merger contemplated by the Merger
Agreement (the "Merger"), Lehman Brothers Merchant Banking Partners will own a
substantial majority of the Company.

          WHEREAS the Employee Stockholders have agreed to invest in the
Company after the Merger, on the terms and subject to the conditions set forth
in this Agreement;

          WHEREAS it is in the best interests of Lehman Brothers Merchant
Banking Partners, the Company and the Employee Stockholder to set forth
certain additional provisions governing certain aspects of their
relationships.

          NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

          As used in this Agreement, the following terms shall have the
meanings ascribed to them below:

          "Affiliate" of any Person means another Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or
is under common control with such first Person.

          "Associate" of a Person means any Person who is an officer of, or
employed by, such first Person or such first Person's Affiliates.

          "Board" means the Board of Directors of the Company.

          "Call Event" shall have the meaning set forth in Section 4.01(d).

          "Call Notice" shall have the meaning set forth in Section 4.01(e).


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                                                                             2


          "Cause", in respect of any Employee Stockholder, shall have the
meaning set forth in such Employee Stockholder's Employment Agreement, or if
such Agreement does not define such term, "Cause" means the involuntary
termination of an Employee Stockholder by the Company for any of the following
reasons: (a) as result of an act or acts by the Employee Stockholder which
have been found in an applicable court of law to constitute a felony (other
than traffic-related offenses); (b) as result of an act or acts by the
Employee Stockholder which are in the good faith judgment of the Board to be
in violation of law or of policies of the Company and which result in
demonstrably material injury to the Company; (c) as result of an act or acts
of proven dishonesty by the Employee Stockholder resulting or intended to
result directly or indirectly in significant gain or personal enrichment to
the Employee Stockholder at the expense of the Company or public stockholders
of the Company; or (d) upon the willful and continued failure by the Employee
Stockholder substantially to perform his duties with the Company (other than
any such failure resulting from incapacity due to mental or physical illness
not constituting a Disability), after a demand in writing for substantial
performance is delivered by the Board, which demand specifically identifies
the manner in which the Board believes that the Employee Stockholder has not
substantially performed his duties. With respect to clauses (b), (c) or (d)
above, the Employee Stockholder shall not be deemed to have been involuntarily
terminated for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the Board
(after reasonable notice to the Employee Stockholder and an opportunity for
him, together with his counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Employee Stockholder was guilty of
conduct set forth above in clauses (b), (c) or (d) and specifying the
particulars thereof in detail. For purposes of this Agreement, no act or
failure to act by the Employee Stockholder shall be deemed to be "willful"
unless done or omitted to be done by the Employee Stockholder not in good
faith and without reasonable belief that the Employee Stockholder's action or
omission was in the best interests of the Company.

          "Change in Control", in respect of any Employee Stockholder, shall
have the meaning set forth in such Employee Stockholder's Employment
Agreement, or if such Agreement does not define such term, "Change in Control"
means (i) (a) the acquisition, directly or indirectly, by any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
any member of the Lehman Group, of securities of the Company representing an
aggregate of more than 50% of the combined voting power of the Company's then
outstanding securities (excluding the acquisitions by persons who acquire such
amount through inheritance); (b) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, cease
for any reason to constitute at least a majority thereof, unless the election
of each new director was approved in advance by a vote of at least a majority
of the directors then still in office who were directors at the beginning of
the period; (c) consummation of (i) a merger, consolidation or other business
combination of the Company with any other "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) or affiliate thereof, other than
a merger, consolidation or business combination which would result in the
outstanding common stock of the Company immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into
common stock of the surviving entity or a parent or affiliate thereof) more
than 50% of the outstanding common stock of the Company, or such surviving
entity or partners or affiliate thereof, outstanding immediately after such
merger, consolidation or business combination, or (ii) a plan of complete
liquidation of Company or an agreement for the sale or disposition by Company
of all or substantially all of Company's assets; (d) an Initial Public
Offering; or (e) a sale of more than 50% of the assets of the Company;
provided that none of the events described in clauses (b) through (e) shall be
deemed a Change in Control if, immediately following such event, the Lehman
Group owns 50% or more of the combined voting power of the Company's then
outstanding securities.


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                                                                             3


          "Closing Date" shall have the meaning set forth in the Merger
Agreement.

          "Common Stock" means the Common Stock, par value $.01 per share, of
the Company and any other capital stock or securities into which such Common
Stock is reclassified or changed, including by reason of merger,
consolidation, reorganization or recapitalization or that are otherwise
distributed with respect to Common Stock.

          "Company" shall have the meaning set forth in the preamble to this
Agreement. It is understood that references to the "Company" herein that apply
to time periods after the Effective Date, shall be to Blount International,
Inc. as the surviving corporation in the Merger.

          "Disability" means the inability as a result of physical or mental
incapacity of an Employee Stockholder to substantially perform his duties for
the Company on a full-time basis for a period of six consecutive months.

          "Disability Cause Event" shall have the meaning set forth in Section
4.01(c).

          "Drag-Along Disposition Transaction" shall have the meaning set
forth in Section 3.02(a).

          "Drag-Along Notice" shall have the meaning set forth in Section
3.02(a).

          "Drag-Along Purchasers" shall have the meaning set forth in Section
3.02(a).

          "Drag-Along Rights" shall have the meaning set forth in Section
3.02(a).

          "Drag-Along Shares" shall have the meaning set forth in Section
3.02(b).

          "Drag-Along Stockholders" shall have the meaning set forth in
Section 3.02(a).

          "Drag-Along Transferors" shall have the meaning set forth in Section
3.02(a).

          "Effective Time" shall mean the Effective Time of the Merger as set
forth in the Merger Agreement.

          "Employee Demand Registration Right" shall have the meaning set
forth in Section 5.02(a).

          "Employee Demand Right Effective Date" shall have the meaning set
forth in Section 5.02(a).

          "Employee Demand Right Notice" shall have the meaning set forth in
Section 5.02(a).

          "Employee Stockholder" shall have the meaning set forth in the
recitals to this Agreement.

          "Employment Agreement" means, with respect to any Employee
Stockholder, the written agreement between the Company and such Employee
Stockholder providing for the terms of such Employee Stockholder's employment
with the Company.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.


<PAGE>


                                                                             4


          "Fair Market Value" means, in respect of each share of Common Stock,
(i) to the extent the call or put under Article IV herein, as the case may be,
occurs concurrently with or within 30 days of an Initial Public Offering, the
offering price to the public per share of common stock of such Initial Public
Offering; (ii) to the extent the call or put under Article IV herein, as the
case may be, occurs concurrently with or within 30 days of a Change in
Control, the value of the Company's total equity, as determined based upon the
price per share paid in connection with such Change in Control, divided by the
total number of shares of Common Stock then outstanding; (iii) to the extent
clauses (i) and (ii) above do not apply and a regular trading market for the
Company's common stock exists following an Initial Public Offering, the
average closing price of such common stock for 10 consecutive trading days
ending on the trading day immediately prior to such call or put; and (iv) at
all other times, the fair market value of the Company's total equity, as
determined by the Board in good faith divided by the total number of shares of
Common Stock then outstanding; provided, however, that if the Employee
Stockholder disputes the Board's determination, within 10 days of the Employee
Stockholder's receipt of notice of the Board's determination, the Employee
Stockholder and the Board shall jointly select a qualified independent
financial advisor to make such determination, which determination shall be
final and binding upon the parties, provided, further, that the fees and costs
of such financial advisor in connection with its determination shall be borne
equally by the Company and the Employee Stockholder unless such financial
advisor's fair market value determination is at least 10% greater than the
Board's determination, in which case, such fees and costs shall be borne
entirely by the Company

          "For Cause Call Event" shall have the meaning set forth in Section
4.01(b).

          "Good Reason", in respect of any Employee Stockholder, shall have
the meaning set forth in such Employee Stockholder's Employment Agreement. If
such Employment Agreement does not define "Good Reason", the provisions of
this Agreement that utilize such term shall not be applicable to such Employee
Stockholder.

          "Holders" means the Employee Stockholders and all Permitted
Transferees thereof who shall become a party to this Agreement pursuant to
Section 6.06, and any combination of them.

          "Incidental Registration Statement" shall have the meaning set forth
in Section 5.01(a).

          "Initial Public Offering" means the sale after the Effective Time
pursuant to one or more effective registration statements under the Securities
Act (other than in connection with employee benefit or similar plans or
acquisitions of companies or businesses by, or business combinations involving
the Company or any of its subsidiaries) of shares of Common Stock which
results in an active trading market of 25% or more of the outstanding shares
of the Common Stock. There shall be deemed to be an "active trading market" if
the Common Stock is listed or quoted on a national exchange or NASDAQ on the
applicable determination date.

          "Lehman Brothers Merchant Banking Partners" shall have the meaning
set forth in the recitals to this Agreement.

          "Lehman Demand Registration Right" shall have the meaning set forth
in Section 5.02(b).

          "Lehman Demand Right Notice" shall have the meaning set forth in
Section 5.02(b).


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                                                                             5


          "Lehman Group" shall mean Lehman Brothers Merchant Banking Partners
and (a) any Affiliate of Lehman Brothers Merchant Banking Partners, (b) any
Associates of Lehman Brothers Merchant Banking Partners, (c) the heirs,
executors, administrators, testamentary trustees, legatees or beneficiaries of
any member of the Lehman Group and (d) a trust, the beneficiaries of which, or
a corporation or partnership, the stockholders or general or limited partners
of which, include only Lehman Brothers Merchant Banking Partners, Affiliates
and Associates of Lehman Brothers Merchant Banking Partners, their spouses,
their lineal descendants and any other members of their families, if, in the
cases of clauses (b) through (d) above, such Person agrees in writing to be
bound by the terms of this Agreement as a member of the Lehman Group.

          "Merger" shall have the meaning set forth in the recitals to this
Agreement.

          "Merger Agreement" shall have the meaning set forth in the recitals
to this Agreement.

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

          "NASDAQ" means the NASDAQ stock market.

          "New Options" shall have the meaning set forth in the Option
Agreement.

          "Non-Cause Call Event" shall have the meaning set forth in Section
4.01(a).

          "NYSE" means New York Stock Exchange, Inc.

          "Option Agreement" means the 1999 Employee Stock Option Plan
substantially in the form contained in Exhibit A attached hereto.

          "Option Shares" means the shares of Common Stock issued upon
exercise of any New Options granted to the Employee Stockholders.

          "Other Registration Rights Agreements" shall have the meaning set
forth in Section 5.01(a).

          "Permitted Transferees" means:

               (i) in the case of the Employee Stockholders, (A) each Employee
          Stockholder's heirs, executors, administrators, testamentary
          trustees, legatees, beneficiaries or charitable remaindermen, (B) a
          trust the beneficiaries of which include only an Employee
          Stockholder, the spouse, the lineal descendants or any other member
          of the family of such Employee Stockholder approved by the Board or
          (C) any Person if Lehman Brothers Merchant Banking Partners has
          given its prior written consent to the applicable transfer; and

               (ii) in the case of any member of the Lehman Group, any other
          Person who is a member of the Lehman Group.

          "Person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.

          "Purchased Shares" means shares of Common Stock representing the
Rollover Stock.


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                                                                             6


          "Put Event" shall have the meaning set forth in Section 4.02(c).

          "Registrable Securities" means the Common Stock held by a Holder;
provided that in the event that the Holder is participating in an offering
pursuant to Section 5.01(a), "Registrable Securities" shall mean the Common
Stock held by the Holder multiplied by a fraction, the numerator of which is
the number of shares of Common Stock offered by Lehman Brothers Merchant
Banking Partners for sale in connection with the relevant registered offering
described in Section 5.01(a) and the denominator of which is the total number
of shares of Common Stock owned by Lehman Brothers Merchant Banking Partners
as of the date of such offering. As to any particular Registrable Securities,
once issued, such securities shall cease to be Registrable Securities when (i)
such securities have been registered under the Securities Act, the
registration statement with respect to the sale of such securities has become
effective under the Securities Act and such securities have been disposed of
pursuant to such effective registration statement, (ii) such securities have
been distributed pursuant to Rule 144 or Rule 144A (or any similar provision
then in force) under the Securities Act, (iii) such securities have been
otherwise transferred, if new certificates or other evidences of ownership for
them not bearing a legend restricting further transfer and not subject to any
stop-transfer order or other restrictions on transfer have been delivered by
the Company and subsequent disposition of such securities does not require
registration or qualification of such securities under the Securities Act or
any state securities laws then applicable, (iv) following the Initial Public
Offering, such securities may be sold without restriction under Rule 144(k)
(or any similar provision then in force) under the Securities Act, or (v) such
securities shall cease to be outstanding.

          "Registration Expenses" shall mean all expenses incident to the
Company's performance of or compliance with Article V, including all
registration and filing fees and expenses (including SEC, stock exchange and
NASD fees), fees and expenses of compliance with state securities or "blue
sky" laws (including reasonable fees and disbursements of counsel for the
underwriters in connection with "blue sky" qualifications of the Registrable
Securities), printing expenses, messenger and delivery expenses, the fees and
expenses incurred in connection with the listing, if any, of the securities to
be registered on each securities exchange or national market system on which
the Common Stock is then listed, fees and disbursements of one counsel for the
Company, one counsel for Lehman Brothers Merchant Banking Partners and one
counsel selected by holders of a majority of shares to be sold in connection
with the relevant registration of Common Stock held by the Employee
Stockholders taken together, and of the independent certified public
accountants of the Company (including the expenses of any annual audit,
special audit and "cold comfort" letters required by or incident to such
performance and compliance), the fees and disbursements of underwriters
customarily paid by issuers or sellers of securities (including, if
applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained in accordance with the rules
and regulations of the NASD), the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration, and fees
and expenses of other Persons retained by the Company (but not including any
underwriting discounts or commissions or transfer taxes, if any, attributable
to the sale of securities by holders of such securities).

          "Retirement" with respect to any Employee Stockholder, shall have
the meaning set forth in such Employee Stockholder's Employment Agreement. To
the extent no such Employment Agreement is in effect or such Employment
Agreement does not define "Retirement", "Retirement" means normal retirement
under the terms of any tax-qualified retirement plan of the Company or if no
such plan is in existence or does not define "Retirement", "Retirement" means
termination of employment (other than an involuntary termination for Cause) at
anytime on or after attainment of the age of 65, in each case which retirement
occurs no earlier than three years after the Effective Time. Except as
provided in the applicable


<PAGE>


                                                                             7


Employment Agreement, any purported retirement prior to the third anniversary
of the Effective Time shall be treated the same as a voluntary termination.

          "Rollover Stock" shall have the meaning set forth in Section 2.01.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and all rules and regulations promulgated thereunder.

          "Seller" shall mean any Person selling securities of the Company
pursuant to an Incidental Registration.

          "Tag-Along Acceptance Notice" shall have the meaning set forth in
Section 3.01(a).

          "Tag-Along Notice" shall have the meaning set forth in Section
3.01(a).

          "Tag-Along Offerees" shall have the meaning set forth in Section
3.01(a).

          "Third Party" shall have the meaning set forth in Section 3.01(a).

          "Transfer" shall have the meaning set forth in Section 2.02.

          "Transferors" shall have the meaning ascribed to such term in
Section 3.01(a).

          "Underwriter" shall have the meaning set forth in Section 5.08(a).

          "Underwritten Offering" shall have the meaning set forth in Section
5.01(b).


                                  ARTICLE II

                       GENERAL; RESTRICTIONS ON TRANSFER

          SECTION 2.01. General. (a) As contemplated by their respective
Employment Agreements or otherwise, each Employee Stockholder agrees at the
Effective Time to purchase the amount of shares of Common Stock set forth on
Exhibit B hereto (the "Rollover Stock"). The terms of this Agreement shall
apply to all Common Stock owned by an Employee Stockholder on the Effective
Time and to all Common Stock the Employee Stockholder subsequently acquires,
other than acquisitions through purchase of Common Stock on the NYSE or on a
national stock exchange or market on which the Common Stock is traded or
quoted, including NASDAQ. This Agreement shall only be effective upon the
Effective Time.

          (b) Each Employee Stockholder hereby represents that the shares of
Rollover Stock were acquired for investment purposes and not with a view to
the sale or distribution thereof. Each Employee Stockholder acknowledges and
understands that such shares of Rollover Stock have not been registered under
the Securities Act, by reason of their issuance in a transaction exempt from
the registration requirements of the Securities Act pursuant to Section 4(2)
thereof and that such shares of Rollover Stock must be held indefinitely
unless a subsequent disposition thereof is either (i) registered under the
Securities Act or (ii) exempt from registration thereunder. Each Employee
Stockholder further understands and acknowledges that the certificates
representing the Rollover Stock will contain legends to the effect of the
foregoing.


<PAGE>


                                                                             8


          SECTION 2.02. General Transfer Restrictions. Prior to the fifth
anniversary of the Effective Time, each Employee Stockholder agrees to not,
directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (collectively, "Transfer") any shares of Common Stock, or
solicit any offers to purchase or otherwise acquire or take a pledge of any
shares of Common Stock, unless such Transfer is expressly permitted by, and
complies with the provisions of, this Agreement and either (i) such Transfer
is made pursuant to an effective registration statement under the Securities
Act and has been registered under all applicable state securities or "blue
sky" laws; (ii) the Employee Stockholder shall have furnished the Company with
an opinion of counsel, which opinion of counsel shall be reasonably
satisfactory to the Company, to the effect that no such registration is
required because of the availability of an exemption from registration under
the Securities Act and all applicable state securities or "blue sky" laws; or
(iii) such Transfer is by the Employee Stockholder to a Permitted Transferee
in accordance with Section 6.06.

          SECTION 2.03. Legend. Each certificate representing shares of Common
Stock held by the Employee Stockholder shall bear a legend substantially in
the following form:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
          TERMS OF, AND IN PARTICULAR MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
          PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER,
          SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
          COMPLIES WITH THE PROVISIONS OF, AN EMPLOYEE STOCKHOLDER AGREEMENT
          AMONG EMPLOYEE STOCKHOLDER, LEHMAN BROTHERS MERCHANT BANKING
          PARTNERS II L.P. AND BLOUNT INTERNATIONAL, INC. (THE "AGREEMENT") (A
          COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BLOUNT INTERNATIONAL,
          INC. (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") AND WHICH WILL BE
          MAILED TO A STOCKHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER
          RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH
          STOCKHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS
          CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE
          AFORESAID AGREEMENT.

          SECTION 2.04. Additional Restrictions on Transfer. Notwithstanding
anything in this Agreement to the contrary, prior to the fifth anniversary of
the Effective Time, no Holder may Transfer any shares of Common Stock to any
Person other than (a) to a Permitted Transferee, (b) pursuant to Sections
3.01, 3.02, Article IV or Article V or (c) in connection with a
Change-in-Control so long as such transfers are on a pro rata basis with
transfers made by the Lehman Group in connection with such Change-in-Control.

          SECTION 2.05. Registration of Option Shares. The Company will
register all Option Shares on Form S-8 under the Securities Act within a
reasonable time after the date hereof in order to ensure that the Option
Shares are so registered prior to the vesting of the Options and will maintain
such registration in effect during the term of the Options.


                                  ARTICLE III

                    TAG-ALONG RIGHTS, AND DRAG-ALONG RIGHTS

          SECTION 3.01. Tag-Along Rights. (a) No member of the Lehman Group
shall sell or otherwise dispose of shares of Common Stock to any Person or
Persons (other than a


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                                                                             9


Permitted Transferee of the Lehman Group) (the "Third Parties"), unless the
terms and conditions of such sale or other disposition to such Third Parties
shall include an offer to each Holder who at such time owns any shares of
Common Stock subject to this Agreement (the "Tag-Along Offerees") to include,
at the option of each Tag-Along Offeree, in the sale or other disposition to
the Third Parties such number of shares of Common Stock owned by such
Tag-Along Offeree determined in accordance with this Section 3.01. The members
of the Lehman Group proposing to effect such sale or other disposition (the
"Transferors") shall send a written notice (the "Tag- Along Notice") to each
Tag-Along Offeree setting forth the maximum number of shares of Common Stock
the Third Party is willing to purchase or otherwise acquire, along with the
price and the other terms and conditions of the Third Party offer. At any time
within 30 days after the date the Tag-Along Notice is received by each
Tag-Along Offeree, such Tag-Along Offeree may exercise its option to sell a
number of shares of Common Stock owned by such Tag-Along Offeree determined in
accordance with the provisions of this Section 3.01 by furnishing written
notice of such acceptance (the "Tag-Along Acceptance Notice") to the
Transferors (which Tag- Along Acceptance Notice shall set forth the maximum
number of shares of Common Stock that such Tag-Along Offeree wishes to sell or
otherwise dispose of to the Third Party) and delivering to the Transferors the
certificate or certificates representing the maximum number of shares of
Common Stock to be sold or otherwise disposed of pursuant to such offer by
such Tag-Along Offeree, together with a limited power-of-attorney authorizing
the Transferors to sell or otherwise dispose of such shares of Common Stock to
the Third Parties as part of such proposed sale or other disposition, all in a
form reasonably satisfactory to the Transferor and the Third Parties.
Notwithstanding anything to the contrary, Section 3.01 shall not apply to any
sale of shares of Common Stock by Lehman Brothers Merchant Banking Partners or
its Affiliates pursuant to a syndication of its equity interest in the Company
during the six-month period commencing from and after the Effective Time,
provided that the aggregate amount of such sales do not exceed $100 million.

          (b) If the proposed sale or other disposition to the Third Parties
by the Transferors is consummated, each Tag-Along Offeree shall have the right
to sell to the Third Party as part of such proposed sale or other disposition
a number of shares of Common Stock up to the product (rounded up to the
nearest whole number) of (i) the quotient determined by dividing (A) the
aggregate number of shares of Common Stock owned by such Tag-Along Offeree by
(B) the aggregate number of shares owned by the Lehman Group, the Holders and
all other Persons who have "tag-along" rights of a similar nature under this
Agreement and (ii) the total number of shares of Common Stock proposed to be
acquired by the Third Party; provided that, in order to be entitled to
exercise its right to sell shares of Common Stock to the Third Party pursuant
to this Section 3.01, each Tag-Along Offeree (x) shall agree to the same
covenants as Transferors agree to in connection with the proposed sale and (y)
shall make such representations and warranties concerning title to the shares
of Common Stock to be sold in connection with the proposed sale as Transferors
make, all in a form reasonably satisfactory to the Transferor and the Third
Party.

          (c) Each of the Transferors and the Third Party shall have the
right, in its sole discretion, at all times prior to consummation of the
proposed sale or other disposition giving rise to the tag-along right granted
by this Section 3.01, to abandon or otherwise terminate such sale or other
disposition, whereupon all rights of the Tag-Along Offerees under this Section
3.01 in respect of such sale or other disposition shall become null and void,
and neither the Transferors nor the Third Party shall have any liability or
obligation to any Tag-Along Offeree with respect thereto by virtue of such
abandonment or termination.

          (d) The purchase from the Tag-Along Offerees pursuant to this
Section 3.01 shall be on the same terms and conditions, including the per
share price and the date of sale or other disposition, as are applicable to
the Transferors, which shall be not less favorable than as stated in the
Tag-Along Notice provided to the Tag-Along Offerees by the Transferors.


<PAGE>


                                                                            10


          (e) If within 30 days after the date of the Tag-Along Notice is
received by the Tag-Along Offerees, any Tag-Along Offeree has not delivered a
Tag-Along Acceptance Notice, such Tag-Along Offeree shall be deemed to have
waived any and all of such Tag-Along Offeree's rights with respect to the sale
or other disposition of Common Stock described in the Tag-Along Notice.

          (f) The provisions of this Section 3.01 shall not be applicable to
any bona fide public offering of Common Stock made pursuant to a registration
statement under the Securities Act.

          SECTION 3.02. Drag-Along Rights. (a) If any member or members of the
Lehman Group at any time propose to sell or otherwise dispose of shares of
Common Stock to any Person or Persons other than any Permitted Transferee of
the Lehman Group (including through a private placement or similar
transaction), who shall have offered to (or who, in accordance with the terms
of a prospectus or other offering document, will) acquire any shares of Common
Stock held by the Lehman Group (such transferee Person or Persons are
hereinafter referred to collectively as the "Drag-Along Purchasers"), the
Drag-Along Transferors (as defined below) shall have the right (the
"Drag-Along Right"), exercisable in accordance with Section 3.02(b), to
require each Holder (collectively, the "Drag-Along Stockholders") to sell or
dispose to the Drag-Along Purchasers such number of shares of Common Stock
owned by each such Drag-Along Stockholder determined in accordance with this
Section 3.02 (a "Drag-Along Disposition Transaction"). The members of the
Lehman Group who wish to exercise the Drag- Along Right (the "Drag-Along
Transferors") shall send a written notice (a "Drag-Along Notice") to each
Drag-Along Stockholder not less than 30 days prior to the date upon which such
sale is scheduled to close. Each Drag-Along Notice shall (i) specify in
reasonable detail all the terms and conditions upon which such sale or
disposition is to occur, and (ii) make reference to this Section 3.02 and
state that each Drag-Along Stockholder is obligated to sell or dispose of its
Drag-Along Shares pursuant to such sale.

          (b) In connection with any Drag-Along Disposition Transaction, each
Drag-Along Stockholder shall be required to sell or dispose of the number of
shares of Common Stock (the "Drag-Along Shares") requested in the Drag-Along
Notice which shall in no event exceed the product (rounded up to the nearest
whole number) of (i) the quotient obtained by dividing (A) the number of
shares of Common Stock to be sold or disposed of in such Drag-Along
Disposition Transaction by (B) the aggregate number of shares of Common Stock
owned by the Lehman Group, the Holders and such Drag-Along Stockholder and
(ii) the number of shares of Common Stock held by such Drag-Along Stockholder.
Each Drag-Along Stockholder, unless such Drag- Along Stockholder agrees
otherwise, shall receive as consideration upon such sale or disposition for
its shares of Common Stock the same type of consideration and the same amount
of consideration per share and on the same terms and conditions as are
applicable to the shares of Common Stock to be sold by the Drag-Along
Transferors; provided, however, that such Drag- Along Stockholder shall not be
required to make any representations, warranties or covenants other than a
representation and warranty as to title to such Drag-Along Stockholder's
Common Stock and shall not be required to give any indemnification other than
for the breach of such representation and warranty and in an amount not to
exceed the proceeds to such Drag-Along Stockholder from such sale or
disposition.

          (c) If the proposed sale or disposition is not consummated within
120 days of its scheduled closing date, the Drag-Along Right of the Drag-Along
Transferors pursuant to Section 3.02 with respect to the sale or disposition
which was the subject of such Drag-Along Notice shall on such 120th day
terminate.


<PAGE>


                                                                            11


          SECTION 3.03. Cooperation. Subject to the terms of an Employee
Stockholders' Employment Agreement with the Company and the requirements of
applicable law and regulation each Employee Stockholder hereby agrees that in
addition to performing his or her ordinary obligations as an employee of the
Company, he or she will fully support, and take all actions and provide all
reasonable assistance and cooperation deemed necessary by Lehman Brothers
Merchant Banking Partners in connection with, any strategic or other material
transaction supported by Lehman Brothers Merchant Banking Partners which
involves the Company and any Person, and will not take any action which could
reasonably be expected to be, or which Lehman Brother Merchant Banking
Partners determines in good faith is, adverse to the negotiation or
consummation of such transaction in any material respect.


                                  ARTICLE IV

                              CALL AND PUT RIGHTS

          SECTION 4.01. Call and Put Rights. (a) If an Employee Stockholder's
active employment with the Company (and/or, if applicable, any of its
subsidiaries) is terminated (x) by the Company for any reason other than for
Cause, (y) by the Employee Stockholder for Good Reason or (z) terminated as a
result of the Employee Stockholder's Retirement from employment with the
Company (in any such case, a "Non-Cause Call Event"), then the Company shall
have the right to purchase all, but not less than all, of the shares of Common
Stock then held by the Employee Stockholder or any Permitted Transferee
thereof at Fair Market Value. Notwithstanding the foregoing, if the Employee
Stockholder elects, he may override any such calls and retain all or any
portion of the shares of Common Stock subject to such call by giving the
Company written notice of such override within 30 days of his receipt of the
Call Notice.

          (b) If an Employee Stockholder's active employment with the Company
(and/or, if applicable, any of its subsidiaries) is terminated by the Company
for Cause or is terminated by an Employee Stockholder without Good Reason (a
"For Cause Call Event)", then the Company shall have the right to (i) purchase
all, but not less than all, of the shares of Common Stock then held by the
Employee Stockholder or any Permitted Transferee at Fair Market Value, or if
lesser in the case of Option Shares, the purchase price paid by the Employee
Stockholder therefor and (ii) terminate all, but not less than all, of the
outstanding Options then held by the Employee Stockholder.

          (c) If an Employee Stockholder's active employment with the Company
(and/or, if applicable, any of its subsidiaries) is terminated by the Company
due to his death or Disability, (a "Put Event") the Employee Stockholder (or
his legal representative or the legal representative of his estate, if
applicable) may put all New Options, Option Shares and Purchased Shares to the
Company, and the Company may call such New Options, Option Shares and
Purchased Shares subject to such call, in each case at Fair Market Value (in
the case of New Options, net of the exercise price thereof ) (a "Disability
Call Event"); provided, however, that if the Employee Stockholder elects, he
may override any such call and retain all or any portion of his New Options,
Option Shares and Purchased Shares by providing the Company with a written
notice of such override within 30 days of his receipt of the Call Notice.

          (d) If the Company shall sell the business division in which the
Employee Stockholder is principally employed, the Company may call the
Employee Stockholder's New Options, Option Shares and Purchased Shares at Fair
Market Value (in the case of New Options, net of the exercise price thereof);
(collectively with any Non-Cause Call Event, any For-Cause Call Event or any
Disability Call Event, a "Call Event") provided, however, that if the Employee
Stockholder elects, he may override such call by the Company and retain all or
any portion of his


<PAGE>


                                                                            12


New Options, Option Shares and Purchased Shares subject to such call by
providing the Company with a written notice of such override within 30 days of
his receipt of the Call Notice.

          (e) The Company shall have a period of 75 days from the date of a
Call Event in which to give notice in writing to the applicable Holder of the
exercise of any such call right ("Call Notice"). If the Employee Stockholder
(or the Employee Stockholder's legal representative or the legal
representative of his estate, as applicable) is entitled to put any or all of
his New Options, Option Shares or Purchased Shares, notice of such intent must
be given by the Executive no later than 90 days after the Company gives notice
that it will not exercise its call.

          (f) The completion of the purchases pursuant to any Call Event or
Put Event shall take place at the principal office of the Company on the 30th
business day after the giving of notice of the exercise of the applicable call
or put right. The applicable price under this Article IV and any payment with
respect thereto shall be paid by delivery to the Employee Stockholder or any
Permitted Transferee, as the case may be, of a certified bank check or checks
in the appropriate amount payable to the order of the Employee Stockholder or
any Permitted Transferee, as the case may be, against delivery of certificates
or other instruments representing the Stock so purchased and appropriate
documents canceling the Options so terminated, appropriately endorsed or
executed by the Employee Stockholder or any Permitted Transferee or his, her
or its authorized representative.

          (g) The parties acknowledge that certain Employment Agreements
contain provisions regarding "put" and "call" rights and this Article IV
supersedes such provisions.

          (h) The provisions of this Article IV shall terminate upon an
Initial Public Offering.


                                   ARTICLE V

                              REGISTRATION RIGHTS

          SECTION 5.01. Registration. (a) If at any time the Company proposes
to register under the Securities Act any shares of Common Stock for sale for
its own account other than (i) any registration relating to any employee
benefit or similar plan, any dividend reinvestment plan, or any acquisition by
or business combination involving the Company or any of its subsidiaries or
(ii) pursuant to a registration statement filed in connection with an exchange
offer, or if Lehman Brothers Merchant Banking Partners, has requested that the
Company file a registration statement to effect registration of shares of
Common Stock owned by it pursuant to the terms of a written registration
rights agreement, including Section 5.02(b) of this Agreement, the Company
shall give written notice to each Holder at least 20 days prior to the initial
filing of such registration statement with the SEC pertaining thereto (an
"Incidental Registration Statement") informing such Holder of its intent to
file such Incidental Registration Statement and of such Holder's rights, if
any, under this Section 5.01 to request the registration of the Registrable
Securities held by such Holder. Upon the written request of any such Holder
made within 10 days after any such notice is given (which request shall
specify the Registrable Securities intended to be disposed of by such Holder
and the intended method of distribution thereof), the Company shall use
reasonable efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Holders, to the extent required to permit the disposition of the
Registrable Securities so requested to be registered, including, if necessary,
by filing with the SEC a post-effective amendment or a supplement to the
Incidental Registration Statement or the related prospectus or any document
incorporated therein by reference or by filing any other required document or
otherwise


<PAGE>


                                                                            13


supplementing or amending the Incidental Registration Statement, if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Incidental Registration Statement or by the
Securities Act or by any other rules and regulations thereunder.

          (b) If a registration pursuant to this Section 5.01 involves an
underwritten offering of the securities being registered (an "Underwritten
Offering"), which securities are to be distributed on a firm commitment basis
by or through one or more underwriters of recognized standing under
underwriting terms appropriate for such transaction, and the underwriter or
the managing underwriter, as the case may be, of such Underwritten Offering
shall inform the Company and the Holders requesting such registration of
Registrable Securities, on or before the date five days prior to the date then
scheduled for such offering, that, in its opinion, the amount of securities
requested to be included in such registration exceeds the amount which can be
sold in (or during the time of) such offering without adversely affecting the
distribution of the securities being offered, then the Company will include in
such registration only the amount of Registrable Securities and other
securities that the Company is so advised can be sold in (or during the time
of) such offering within such price range; provided, however, that the Company
shall be required to include in such required registration: first, all the
securities proposed to be sold pursuant to an Incidental Registration
Statement initiated by the Company to effect a primary offering of securities,
second, the securities requested to be included in a registration that the
Company is required to include pursuant to the terms of any other registration
rights agreements (other than securities requested to be included by the
Lehman Group or the Holders) and third, the amount of Registrable Securities
and other securities requested to be included by the Lehman Group and by the
Holders in such registration that the Company is so advised can be sold in (or
during the time of) such offering, allocated pro rata among the Lehman Group
and the Holders requesting such registration on the basis of the number of
Registrable Securities and other securities requested to be included by the
Lehman Group and the Holders.

          (c) No Holder may participate in any Incidental Registration
Statement hereunder unless such Holder (i) agrees to sell its Registrable
Securities on the basis provided in any arrangements approved by the Company
and (ii) completes and executes all reasonable and customary questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such arrangements.

          SECTION 5.02. Demand Registration Rights. (a) Beginning upon the
later of (i) the occurrence of an Initial Public Offering or (ii) or the fifth
anniversary of the Effective Time (the "Employee Demand Right Effective
Date"), the Holders may request the Company to file a registration statement
to effect the registration of all or a portion of the Common Stock held by
such Holders (the "Employee Demand Registration Right"). The Employee Demand
Registration Right shall be exercised by delivery of a written notice to the
Company by the holders of a majority of the Common Stock held by the Holders
(the "Employee Demand Right Notice"), a copy of which must be provided to the
Company at least 15 days prior to delivery to the Company. Notwithstanding
anything contained in this Section 5.02 to the contrary, (A) the Company shall
be obligated to effect no more than two registrations in the aggregate
pursuant to this Section 5.02(a), (B) the Company shall not be obligated to
effect a subsequent registration pursuant to this Section 5.02(a) within 12
months of the effective date of any prior such registration, (C) the Company
shall not be obligated to effect any registration pursuant to this Section
5.02(a) if less than 10% of the Common Stock held in the aggregate by the
Holders at the time of such registration will be offered for sale pursuant
thereto and (D) the provisions of this Section 5.02(a) shall expire and be of
no further force and effect on the third anniversary of the Employee Demand
Right Effective Date.


<PAGE>


                                                                            14


          (b) Upon delivery of a Employee Demand Right Notice, the Company
shall, not later than the 60th calendar day after the receipt of such a
request, cause to be filed a Registration Statement providing for the
registration under the Securities Act of the Registrable Securities which the
Company has been so requested to register, to the extent necessary to permit
the disposition of such Registrable Securities in accordance with the intended
methods of distribution thereof specified in such request. The Company shall
use its reasonable best efforts to have such Registration Statement declared
effective by the SEC as soon as practicable thereafter (but in no event later
than the 150th calendar day after the receipt of such a request) and to keep
such Registration Statement continuously effective for a period of time
necessary following the date on which such Registration Statement is declared
effective for the underwriters or the Holders, as the case may be, to sell all
the Registrable Securities issued under such Registration Statement, or such
shorter period that will terminate when all of the Registrable Securities
covered by such Registration Statement have been sold pursuant thereto
(including, if necessary, by filing with the SEC a post-effective amendment or
a supplement to the Registration Statement or the related prospectus or any
document incorporated therein by reference or by filing any other required
document or otherwise supplementing or amending the Registration Statement, if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Registration Statement or by
the Securities Act, any state securities or blue sky laws, or any other rules
and regulations thereunder).

          (c) A Registration Statement pursuant to this Section 5.02 shall be
deemed not to have become effective (and the related registration shall be
deemed not to have been effected) unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of any Registrable Securities pursuant to such Incidental
Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or
court (other than any such stop order or injunction issued as a result of the
inclusion in such Incidental Registration Statement of any information
supplied to the Company for inclusion therein by a selling stockholder) such
Incidental Registration Statement will be deemed not to have become effective.

          (d) If a registration pursuant to this Section 5.02 involves an
Underwritten Offering, which securities are to be distributed on a firm
commitment basis by or through one or more underwriters of recognized standing
under underwriting terms appropriate for such transaction, and the underwriter
or the managing underwriter, as the case may be, of such Underwritten Offering
shall inform the Company and the individuals requesting such registration, on
or before the date five days prior to the date then scheduled for such
offering, that, in its opinion, the amount of securities requested to be
included in such registration exceeds the amount which can be sold in (or
during the time of) such offering without adversely affecting the distribution
of the securities being offered, then the Company will include in such
registration only the amount of registrable securities and other securities
that the Company is so advised can be sold in (or during the time of) such
offering within such price range; provided, however, that the Company shall be
required to include in such required registration the amount of securities
proposed to be registered by the Holders, allocated pro rata among the
Holders, on the basis of the number of securities requested to be included by
the Holders.

          (e) The Company will not be obligated to effect the Demand
Registration within six months after an Initial Public Offering by the Company
for which registration pursuant to Section 5.01 was fully available. If at the
time of any request to register Registrable Securities pursuant to Section
5.02, the Company is engaged, or has plans (which have been or are reasonably
expected to be approved by the Board of Directors within 60 days) to engage
within 90 days of the time of the request in a registered public offering as
to which the Holders may include such Registrable Securities pursuant to
Section 5.01 hereof, or is engaged in any activity which, in the good faith
determination of the Board of Directors, would be adversely affected by


<PAGE>


                                                                            15


the requested registration to the material detriment of the Company, then the
Company may at its option direct that such request be delayed for a period not
in excess of 180 days from the effective date of such offering, or in the case
of such other material activity, the lesser of (i) 180 days from the date of
such request for registration or (ii) such time when the registration would
not adversely affect such activity of the Company, such right to delay a
request to be exercised by the Company not more than once within any
twelve-month period.

          (f) No Holder may participate in any registration statement
hereunder unless such Holder (i) agrees to sell its Registrable Securities on
the basis provided in any arrangements approved by the Company and (ii)
completes and executes all reasonable and customary questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such arrangements.

          (f) At any time after the Lehman Group owns less than 50% of the
shares of Common Stock, each of its members shall have the same demand
registration rights that the Holders have pursuant to this Section 5.02 and
this Article V.

          SECTION 5.03. Registration Expenses. The Company shall pay all
Registration Expenses in connection with each registration pursuant to Section
5.01 or Section 5.02. Each Seller shall pay all discounts and commissions
payable to underwriters, selling brokers, managers or other similar Persons
related or allocable to the sale or disposition of such Seller's registrable
securities pursuant to any Incidental Registration Statement.

          SECTION 5.04. Restrictions on Public Sale by Sellers and the
Company. If requested by the underwriter or managing underwriter, as
applicable, in any Underwritten Offering (by the Company or any other Person)
of Common Stock or of any securities convertible into or exchangeable for
Common Stock, or of warrants or other securities entitling the holder thereof
to purchase Common Stock, each party hereto shall agree not to effect any
public sale or distribution of Common Stock during the 14-day period prior to,
and during the 90- day period beginning on, the date of sale of securities in
connection with such Underwritten Offering (except pursuant to such
registration statement).

          SECTION 5.05. Registration Procedures. In connection with the
obligations of the Company pursuant to Section 5.01 and Section 5.02, the
Company shall use its reasonable best efforts to effect or cause to be
effected the registration under the Securities Act of the securities entitled
to be included in such registration in order to permit the sale of such
securities, and the Company shall:

          (a) (i) prepare and file a Registration Statement with the SEC which
Registration Statement (x) shall be on a form for which the Company qualifies
selected by the Person first requesting registration and (y) shall comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed
therewith, (ii) use its reasonable best efforts to prevent the happening of
any event that would cause a Registration Statement to contain a material
misstatement or omission or to be not effective and usable for resale of the
securities registered pursuant thereto (during the period that such
Registration Statement is required to be effective and usable); provided,
however, that the foregoing shall not apply to actions taken by the Company in
good faith and for valid business reasons (including any acquisition or
divestiture of assets or the consummation of any business combination or any
agreement to do so) so long as the Company as promptly as reasonably possible
thereafter complies with the requirements of Section 5.05(i), if applicable,
and (iii) cause each Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of such Registration
Statement, amendment or supplement (x) to comply in all material respects with
any requirements of the Securities Act and


<PAGE>


                                                                            16


the rules and regulations of the SEC and (y) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

          (b) furnish to each Seller holding securities covered by a
Registration Statement and to each underwriter of an Underwritten Offering of
the securities covered by a Registration Statement, if any, without charge, as
many copies of each prospectus forming part of such Registration Statement,
including each preliminary prospectus, and any amendment or supplement thereto
and such other documents as such Seller or underwriter may reasonably request
in order to facilitate the public sale or other disposition of such
Registrable Securities; and the Company hereby consents to the use of such
prospectus, including each such preliminary prospectus, by each such holder
and underwriter, if any, in connection with the offering and sale of such
securities;

          (c) (i) use its reasonable best efforts to register or qualify the
securities covered by a Registration Statement, no later than the time such
Registration Statement is declared effective by the SEC, under all applicable
state securities or "blue sky" laws of such jurisdictions as each underwriter,
if any, or any Seller shall reasonably request; and (ii) do any and all other
acts and things which may be reasonably necessary or advisable to enable each
such underwriter, if any, and Seller to consummate the disposition in each
such jurisdiction of the securities covered by such Registration Statement;
provided, however, that the Company shall not be required to register or
qualify any securities in any jurisdiction if registration or qualification in
such jurisdiction would subject the Company to unreasonable expense or, in the
case of an Underwritten Offering, would unreasonably delay the commencement of
such Underwritten Offering; and provided, further, that the Company shall not
be obligated to qualify as a foreign corporation or as a dealer in securities
in any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject or to consent to be subject to general service of process
(other than service of process in connection with such registration or
qualification or any sale of Registrable Securities in connection therewith)
in any such jurisdiction;

          (d) notify each Seller promptly, and, if requested by such Seller,
confirm such notice in writing, (i) when a Registration Statement has become
effective and when any post- effective amendments and supplements thereto
become effective, (ii) of the issuance by the SEC or any state securities
authority of any stop order, injunction or other order or requirement
suspending the effectiveness of a Registration Statement or the initiation of
any proceeding for that purpose, (iii) if, between the effective date of a
Registration Statement and the closing of any sale of securities covered
thereby pursuant to any agreement to which the Company is a party, the
representations and warranties of the Company contained in such agreement
cease to be true and correct in all material respects or if the Company
receives any notification with respect to the suspension of the qualification
of such securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, and (iv) of the happening of any event during the
period a Registration Statement is required to be effective as a result of
which such Registration Statement or the related prospectus contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstance under which they were made, not misleading;

          (e) furnish counsel for each underwriter, if any, and for the
Sellers copies of any request by the SEC or any state securities authority for
amendments or supplements to a Registration Statement and prospectus or for
additional information;

          (f) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible time;


<PAGE>


                                                                            17


          (g) upon request, furnish to the underwriter or managing
underwriter, as applicable, of an Underwritten Offering of Registrable
Securities, if any, without charge, at least one signed copy of each
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits; and furnish to each Seller, without charge, at
least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);

          (h) cooperate with each Seller and the underwriter or managing
underwriter, as applicable, of an Underwritten Offering of securities, if any,
to facilitate the timely preparation and delivery of certificates representing
securities to be sold and not bearing any restrictive legends; and enable such
securities to be in such denominations (consistent with the provisions of the
governing documents thereof) and registered in such names as each Seller or
the underwriter or managing underwriter, as applicable, of an Underwritten
Offering of securities, if any, may reasonably request at least three business
days prior to any sale of securities;

          (i) upon the occurrence of any event contemplated by Section
5.05(d)(iv), during the period in which a Registration Statement is required
to be kept in effect, use reasonable best efforts to prepare a supplement or
post-effective amendment to a Registration Statement or the related
prospectus, or any document incorporated therein as thereafter delivered to
the purchasers of the securities covered by such Registration Statement, so
that such prospectus will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading;

          (j) enter into customary agreements (including, in the case of an
Underwritten Offering, underwriting agreements in customary form, and
including provisions with respect to indemnification and contribution in
customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and, in the case of a Registration
Statement relating to a secondary offering filed at the request of a Seller,
take all other customary and appropriate actions in order to expedite or
facilitate the disposition of the securities covered by a Registration
Statement as shall be requested by the Seller, and in connection therewith:

               (i) make such representations and warranties to the Sellers and
          the underwriters, if any, in form, substance and scope as are
          customarily made by issuers to underwriters in similar underwritten
          offerings;

               (ii) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the managing underwriters, if
          any, and the Sellers) addressed to each Seller and the underwriters,
          if any, covering the matters customarily covered in opinions
          requested in sales of securities or underwritten offerings and such
          other matters as may be reasonably requested by such Sellers and
          underwriters;

               (iii) obtain "cold comfort" letters and updates thereof from
          the Company's independent certified public accountants addressed to
          each Seller and the underwriters, if any, which letters shall be
          customary in form and shall cover matters of the type customarily
          covered in "cold comfort" letters to underwriters in connection with
          primary underwritten offerings;

               (iv) enter into a securities sales agreement, which shall be
          customary in form, substance and scope and shall contain customary
          representations, warranties and covenants;


<PAGE>


                                                                            18


               (v) if an underwriting agreement is entered into, cause the
          same to set forth indemnification provisions and procedures
          substantially equivalent to the indemnification provisions and
          procedures set forth in Section 5.07; and

               (vi) deliver such customary documents and certificates as may
          be reasonably requested by the Sellers or by the managing
          underwriters, if any;

          (k) make available for inspection by representatives of the Sellers
and any underwriters participating in any disposition pursuant to a
Registration Statement and any counsel or accountant retained by such Sellers
or underwriters all relevant financial and other records, pertinent corporate
documents and properties of the Company and cause the respective officers,
directors and employees of the Company to supply all information reasonably
requested by any such representative, underwriter, counsel or accountant in
connection with a Registration Statement;

          (l) (i) within a reasonable time prior to the filing of any
Registration Statement, any related prospectus, any amendment to a
Registration Statement or amendment or supplement to a prospectus, provide
copies of such document to the Sellers and to counsel to such Sellers and to
the underwriter or underwriters of an Underwritten Offering of securities, if
any; and, consider in good faith such reasonable changes in any such document
prior to or after the filing thereof as counsel to the Sellers or the
underwriter or underwriters may request and make available such of the
representatives of the Company as shall be reasonably requested by the Sellers
or any underwriter for discussion of such document; and

               (ii) within a reasonable time prior to the filing of any
          document which is to be incorporated by reference into a
          Registration Statement or a related prospectus, provide copies of
          such document to counsel for the Sellers and the underwriter or
          underwriters of an Underwritten Offering of securities; consider in
          good faith such reasonable changes in such document prior to or
          after the filing thereof as counsel for such Sellers or such
          underwriter shall request; and make available such of the
          representatives of the Company as shall be reasonably requested by
          such counsel for discussion of such document;

          (m) use its reasonable best efforts to cause all securities covered
by a Registration Statement to be listed on any securities exchange on which
the common stock of the Company is then listed if so requested by any
applicable Seller;

          (n) provide a CUSIP number for all securities covered by a
Registration Statement, no later than the effective date of such Registration
Statement;

          (o) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at
least 12 months which shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder; and

          (p) cooperate and assist in any filing required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter" that is
required to be retained in accordance with the rules and regulations of the
NASD).

          SECTION 5.06. Obligations of Sellers. (a) Each Seller shall, as a
condition to the registration obligations with respect to such Seller provided
herein, furnish to the Company such information regarding such Seller, the
ownership of securities by such Seller and the


<PAGE>


                                                                            19


proposed distribution by such Seller of such securities as the Company may
from time to time reasonably request in writing.

          (b) Upon receipt of any notice of the Company of the happening of
any event of the kind described in Section 5.05(d)(iv), such Seller shall
forthwith discontinue disposition of securities pursuant to the affected
Registration Statement until such Seller's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 5.05(i), and, if so
directed by the Company, such Seller shall deliver to the Company (at the
expense of the Company) all copies in its possession, other than permanent
file copies then in such Seller's possession, of the prospectus covering such
securities which was current at the time of receipt of such notice. If any
offering requested by the Holders pursuant to Section 5.02(a) is terminated is
a result of the happening of any event at the kind described in Section
5.05(d)(iv), such offering shall not count against the number of registrations
available to the Holders pursuant to Section 5.02(a).

          SECTION 5.07. Indemnification. (a) The Company shall indemnify and
hold harmless each Person who participates as an underwriter (any such Person
being an "Underwriter"), each Seller and their respective partners, directors,
officers and employees and each Person, if any, who controls any Seller or
Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act as follows:

               (i) against any and all losses, liabilities, claims, damages,
          judgments and reasonable expenses whatsoever, as incurred, arising
          out of any untrue statement or alleged untrue statement of a
          material fact contained in any Registration Statement (or any
          amendment thereto) pursuant to which securities were registered
          under the Securities Act, including all documents incorporated
          therein by reference, or the omission or alleged omission therefrom
          of a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading or arising out of any untrue
          statement or alleged untrue statement of a material fact contained
          in any prospectus (or any amendment or supplement thereto) including
          all documents incorporated therein by reference, or the omission or
          alleged omission therefrom of a material fact necessary in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading;

               (ii) against any and all losses, liabilities, claims, damages,
          judgments and reasonable expenses whatsoever, as incurred, to the
          extent of the aggregate amount paid in settlement of any litigation,
          investigation or proceeding by any governmental agency or body,
          commenced or threatened, or of any other claim whatsoever based upon
          any such untrue statement or omission, or any such alleged untrue
          statement or omission, if such settlement is effected with the
          written consent of the Company; and

               (iii) against any and all reasonable expense whatsoever, as
          incurred (including, subject to Section 5.07(c), fees and
          disbursements of counsel) incurred in investigating, preparing or
          defending against any litigation, investigation or proceeding by any
          governmental agency or body, commenced or threatened, in each case
          whether or not such Person is a party, or any claim whatsoever based
          upon any such untrue statement or omission, or any such alleged
          untrue statement or omission, to the extent that any such expense is
          not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement does not apply to any Seller
or Underwriter with respect to any loss, liability, claim, damage, judgment or
expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission (A) made in reliance upon and in
conformity with written information furnished to the Company by such Seller or
Underwriter expressly for use in a Registration Statement (or any amendment
thereto) or any


<PAGE>


                                                                            20


related prospectus (or any amendment or supplement thereto) or (B) if such
untrue statement or omission or alleged untrue statement or omission was
corrected in an amended or supplemented Registration Statement or prospectus
and the Company had furnished copies thereof to the Underwriter or Seller from
which the Person asserting such loss, liability, claim, damage, judgment or
expense purchased the securities that are the subject thereof prior to the
date of sale by such Underwriter or Seller to such Person.

          (b) Indemnification by Sellers, Underwriters, Etc. Each Seller shall
severally indemnify and hold harmless the Company, each Underwriter and the
other Sellers, and each of their respective partners, directors, officers and
employees (including each officer of the Company who signed the Registration
Statement) and each Person, if any, who controls the Company, any Underwriter
or any other Seller within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any and all losses, liabilities,
claims, damages, judgments and expenses described in the indemnity contained
in Section 5.07(a) (provided that any settlement of the type described therein
is effected with the written consent of such Seller) as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in a Registration Statement (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Seller expressly for use in such Registration Statement
(or any amendment thereto) or such prospectus (or any amendment or supplement
thereto); provided, however, that an indemnifying Seller shall not be required
to provide indemnification in any amount in excess of the amount by which (x)
the total price at which the securities sold by such indemnifying Seller and
its affiliated indemnifying Sellers and distributed to the public were offered
to the public exceeds (y) the amount of any damages which such indemnifying
Seller has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Company shall be
entitled, to the extent customary, to receive indemnification and contribution
from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, to the same extent
as provided above with respect to information so furnished in writing by such
Persons specifically for inclusion in any prospectus or Registration
Statement.

          (c) Conduct of Indemnification Proceedings. Each indemnified party
or parties shall give reasonably prompt notice to each indemnifying party or
parties of any action or proceeding commenced against it in respect of which
indemnity may be sought hereunder, but failure so to notify an indemnifying
party or parties shall not relieve it or them from any liability which it or
they may have under this indemnity agreement, except to the extent that the
indemnifying party is materially prejudiced by such failure to give notice. If
the indemnifying party or parties so elects within a reasonable time after
receipt of such notice, the indemnifying party or parties may assume the
defense of such action or proceeding at such indemnifying party's or parties'
expense with counsel chosen by the indemnifying party or parties and approved
by the indemnified party defendant in such action or proceeding, which
approval shall not be unreasonably withheld; provided, however, that, if such
indemnified party or parties reasonably determine that a conflict of interest
exists and that therefore it is advisable for such indemnified party or
parties to be represented by separate counsel or that, upon advice of counsel,
there may be legal defenses available to it or them which are different from
or in addition to those available to the indemnifying party, then the
indemnifying party or parties shall not be entitled to assume such defense and
the indemnified party or parties shall be entitled to separate counsel
(limited in each jurisdiction to one counsel for all Underwriters and another
counsel for all other indemnified parties under this Agreement) at the
indemnifying party's or parties' expense. If any indemnifying party or parties
are not so entitled to assume the defense of such action or does not assume
such defense, after having received the notice referred to in the first
sentence of this paragraph, the indemnifying party or parties will pay the
reasonable fees and expenses of counsel for the indemnified party or parties
(limited in each jurisdiction to one counsel for all


<PAGE>


                                                                            21


Underwriters and another counsel for all other indemnified parties under this
Agreement). In such event, however, no indemnifying party or parties will be
liable for any settlement effected without the written consent of such
indemnifying party or parties (which consent shall not be unreasonably
withheld or delayed); provided, however, that if at any time an indemnified
party or parties shall have requested an indemnifying party or parties to
reimburse the indemnified party or parties for fees and expenses of counsel as
contemplated by this paragraph, the indemnifying party or parties shall be
liable for any settlement of any proceeding effected without the written
consent of such indemnifying party or parties if (x) such settlement is
entered into more than 15 business days after receipt by such indemnifying
party or parties of the aforesaid request accompanied by supporting documents
reasonably satisfactory to the indemnifying party or parties and (y) such
indemnifying party or parties shall not have reimbursed the indemnified party
or parties in accordance with such request prior to the date of such
settlement. If an indemnifying party is entitled to assume, and assumes, the
defense of such action or proceeding in accordance with this paragraph, such
indemnifying party or parties shall not, except as otherwise provided in this
subsection (c), be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such action or
proceeding.

          (d) Contribution. (i) In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 6.07 is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms in
respect of any losses, liabilities, claims, damages, judgments and expenses
suffered by an indemnified party referred to therein, each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, liabilities, claims, damages, judgments and expenses in such
proportion as is appropriate to reflect the relative fault of the Company on
the one hand and of the liable Sellers or Underwriters (including, in each
case, that of their respective officers, directors, employees and agents) on
the other in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages, judgments or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand and of the liable Sellers or Underwriters (including, in each
case, that of their respective officers, directors, employees and agents) on
the other 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, on the one hand, or by or on behalf of the Sellers or
Underwriters, on the other, 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,
liabilities, claims, damages, judgments and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 5.07(c),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

               (ii) The Company and each Seller agree that it would not be
          just and equitable if contribution pursuant to this Section 5.07(d)
          were determined by pro rata allocation or by any other method of
          allocation which does not take account of the equitable
          considerations referred to in sub-paragraph (i) above.
          Notwithstanding anything in this Section 5.07(d) to the contrary, in
          the case of distributions to the public, an indemnifying Seller
          shall not be required to contribute any amount in excess of the
          amount by which (A) the total price at which the securities sold by
          such indemnifying Seller and its affiliated indemnifying Sellers and
          distributed to the public were offered to the public exceeds (B) the
          amount of any damages which such indemnifying Seller 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.


<PAGE>


                                                                            22


               (iii) For purposes of this Section, each Person, if any, who
          controls a Seller or an Underwriter within the meaning of Section 15
          of the Securities Act or Section 20 of the Exchange Act shall have
          the same rights to contribution as such Seller or Underwriter; and
          each director of the Company, each officer of the Company who signed
          the Registration Statement, and each Person, if any, who controls
          the Company within the meaning of Section 15 of the Securities Act
          or Section 20 of the Exchange Act, shall have the same rights to
          contribution as the Company.

          (e) Non-Exclusivity. The obligation of the parties under this
Section 6.07 will be in addition to any liability which any party may
otherwise have to any other party.

          SECTION 5.08. Rule 144. To enable the Holders that are Affiliates of
the Company to transfer Common Stock in accordance with this Agreement, the
Company will use all commercially reasonable efforts to permit such Holders to
rely on Rule 144 of the Securities Act in connection with such transfers.


                                  ARTICLE VI

                                 MISCELLANEOUS

          SECTION 6.01. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (with confirmation) or sent by overnight or same-day
courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

          If to the Company, to it at the following address:

                  Blount International, Inc.
                  4520 Executive Park Drive
                  Montgomery, AL 36116-1602
                  Attention:  Richard H. Irving, III
                  Facsimile:  (334) 270-8130;

          If to Lehman Brothers Merchant Banking Partners:

                  Lehman Brothers Merchant
                    Banking Partners II L.P.
                  3 World Financial Center
                  New York, New York 10285
                  Attention:  Mr. Steven Berkenfeld
                  Facsimile:   (212) 526-2198.

          If to an Employee Stockholder, to the last known address in the
Company's files, or, in the case of any Holder or other Person who becomes a
party to, or subject to, this Agreement, to the address set forth in the
written agreement executed pursuant to Section 6.06, or to such other address
as the party to whom notice is to be given may provide in a written notice to
the Company, a copy of which written notice shall be on file with the
Secretary. Notice shall be effective when delivered to the applicable address
set forth above.

          SECTION 6.02. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE


<PAGE>


                                                                            23


STATE OF DELAWARE, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW OF
SUCH STATE.

          SECTION 6.03. Entire Agreement; No Third-Party Beneficiaries. This
Agreement, together with the documents referred to herein or delivered
pursuant hereto, (a) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and of the documents referred to herein
or delivered pursuant hereto, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

          SECTION 6.04. Descriptive Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein.

          SECTION 6.05. Severability. The invalidity or unenforceability of
any provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this
Agreement, or any provision hereof, in any other jurisdiction, it being
intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.

          SECTION 6.06. Agreement To Be Bound. Notwithstanding anything to the
contrary contained in this Agreement, no shares of Common Stock held by the
Employee Stockholders may be Transferred to any Permitted Transferee, unless
such Permitted Transferee, prior to such Transfer, agrees in writing to be
bound by the terms of this Agreement to the same extent and in the same manner
as the transferor of such shares, a copy of which writing shall be maintained
on file with the Secretary of the Company and shall include the address of
such Permitted Transferee to which notices hereunder shall be sent.

          SECTION 6.07. Additional Holders. Each Permitted Transferee of
Lehman Brothers Merchant Banking Partners and any other member of the Lehman
Group who becomes a holder of Common Stock after the date hereof in a Transfer
which complies with Section 6.06 shall be deemed a party to this Agreement and
be bound by its terms and be able to enforce its rights as a member of the
Lehman Group hereunder.

          SECTION 6.08. Additional Employee Stockholders. No employee of the
Company or its subsidiaries shall become a party to this Agreement until the
Company, Lehman Brothers Merchant Banking Partners and the applicable employee
have executed the applicable signature page for such employee.

          SECTION 6.09. Other Agreements. Nothing contained in this Agreement
shall be deemed to be a waiver of, or release from, any obligations any party
hereto may have under, or any restrictions on the Transfer of Common Stock or
other securities of the Company imposed by, any other agreement, if any.

          SECTION 6.10. Successors, Assigns, Transferees. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns. Neither
this Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof may be Transferred by any party hereto without
the prior written consent of the other parties hereto except as expressly
provided in this Agreement. Any purported Transfer of rights under this
Agreement in violation of this Section 6.10 shall be void and of no effect.


<PAGE>


                                                                            24


          SECTION 6.11. Amendments; Waivers. This Agreement may not be
amended, modified or supplemented and no waivers of or consents to departures
from the provisions hereof may be given unless consented to in writing by the
parties hereto; provided, that for purposes of this Section 6.11, the consent
of Holders who beneficially own 50% or more of the amount of Common Stock
owned in the aggregate by all Holders shall be conclusively deemed to be the
consent of each and every Holder.

          SECTION 6.12. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.

          SECTION 6.13. Specific Performance. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
Delaware state court or any Federal court located in the State of Delaware,
this being in addition to any other remedy to which they are entitled at law
or in equity. In addition, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of any Delaware state court or any Federal
court located in the State of Delaware in the event any dispute arises out of
this Agreement, (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such
court, (c) agrees that it will not bring any action relating to this Agreement
in any court other than any Delaware state court or any Federal court sitting
in the State of Delaware and (d) waives any right to trial by jury with
respect to any action related to or arising out of this Agreement. The parties
hereby irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement in any
Delaware state court or any Federal court located in the State of Delaware,
and hereby further irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

          SECTION 6.14. Attorneys' Fees. In any action or proceeding brought
to enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to any other available remedy.

          SECTION 6.15. Recapitalization, Exchanges, etc., Affecting Common
Stock. The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to Common Stock, to any and all shares of capital
stock of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for or in substitution of the Common Stock, by reason
of any stock dividend, stock split, stock issuance, reverse stock split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise. Upon the


<PAGE>


                                                                            25


occurrence of any of such events, amounts an numbers hereunder, including
numbers of shares of Common Stock, shall be appropriately adjusted.


          IN WITNESS WHEREOF and intending to be bound hereby, each of the
parties set forth below have executed this Agreement as of the date set forth
below.




                              BLOUNT INTERNATIONAL, INC.

                              by
                                 --------------------------------
                                 Name:
                                 Title:


                              LEHMAN BROTHERS MERCHANT BANKING
                              PARTNERS


                              by
                                 --------------------------------
                                 Name:
                                 Title:


<PAGE>


                                                                            26



Name of Employee Stockholder:         [NAME]  John M. Panettiere
                                              -------------------------------



Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------



Name of Employee Stockholder:         [NAME]  Harold E. Layman
                                              -------------------------------


Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------



Name of Employee Stockholder:         [NAME]  James S. Osterman
                                              -------------------------------


Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------



Name of Employee Stockholder:         [NAME]  Gerald W. Bersett
                                              -------------------------------



Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------



Name of Employee Stockholder:         [NAME]  Donald B. Zorn
                                              -------------------------------



Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------


<PAGE>


                                                                            27


Name of Employee Stockholder:         [NAME]  Richard H. Irving
                                              -------------------------------



Address of Employee Stockholder:      [ADDRESS]
                                                -----------------------------


Signature of Employee Stockholder:    [SIGNATURE]
                                                  ---------------------------