EXHIBIT 4.2
                                                        EXECUTION
                                                             COPY















           Exchange and Registration Rights Agreement


                   Dated as of August 19, 1999

                          by and among

                          Blount, Inc.,

       The Guarantors listed on the Signature Pages Hereto

                               and

                      Lehman Brothers Inc.









           EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

     This   Exchange  and  Registration  Rights  Agreement  (this
"Agreement") is made and entered into as of August  19,  1999  by
and  among  Blount, Inc., a Delaware corporation (the  "Company")
and  Blount International, Inc., a Delaware Corporation  ("Blount
International"),  BI  Holdings  Corp.,  a  Delaware  corporation,
Benjamin  F. Shaw Company, a Delaware corporation, BI, L.L.C.,  a
Delaware  limited liability company, Blount Development Corp.,  a
Delaware   corporation,  Omark  Properties,   Inc.,   an   Oregon
corporation,  4520  Corp.,  Inc., a  Delaware  corporation,  Gear
Products, Inc., an Oklahoma corporation, Dixon Industries,  Inc.,
a  Kansas  corporation,  Frederick Manufacturing  Corporation,  a
Delaware  corporation,  Federal Cartridge  Company,  a  Minnesota
corporation, Simmons Outdoor Corporation, a Delaware corporation,
Mocenplaza  Development  Corp., a Delaware  corporation  and  CTR
Manufacturing,  Inc., a North Carolina corporation (collectively,
the   "Existing  Guarantors"),  and  Lehman  Brothers  Inc.  (the
"Initial Purchaser").

     This  Agreement is made pursuant to the Purchase  Agreement,
dated  August 16, 1999 (the "Purchase Agreement"), by  and  among
the  Company, the Existing Guarantors and the Initial  Purchaser,
which  provides  for  the  sale by the  Company  to  the  Initial
Purchaser  of  $325,000,000 aggregate  principal  amount  of  the
Company's  13% Senior Subordinated Notes due 2009 (the  "Notes").
The  Notes  are, and the Exchange Notes (as defined herein)  will
be,  guaranteed on a senior subordinated basis by the  Guarantors
(as defined herein).  In order to induce the Initial Purchaser to
purchase the Notes, the Company and the Existing Guarantors  have
agreed  to  provide  the registration rights set  forth  in  this
Agreement.   The  execution and delivery of this Agreement  is  a
condition  to the obligations of the Initial Purchaser set  forth
in Section 3 of the Purchase Agreement.

     The parties hereby agree as follows:

SECTION 1.     DEFINITIONS

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

     Additional Guarantor: Any subsidiary of Blount International
or  the  Company  that executes a Guarantee under  the  Indenture
after the date of this Agreement.

     Advice:  As defined in Section 6 hereof.

     Blackout Period:  As defined in Section 5(a) hereof.

     Blue Sky Application:  As defined in Section  8(a) hereof.

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

     Broker-Dealer Transfer Restricted Securities: Exchange Notes
(including  the  Guarantees) that are acquired  by  a  Restricted
Broker-Dealer  for its own account as a result  of  market-making
activities or other trading activities.

     Closing Date:  The date of this Agreement.

     Commission:  The Securities and Exchange Commission.

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

     Damages  Payment  Date:  With respect  to  the  Notes,  each
Interest Payment Date.

     Effectiveness Target Date:  As defined in Section 5 hereof.

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

     Exchange Notes:  The Company's 13% Senior Subordinated Notes
due  2009  to be issued pursuant to the Indenture in the Exchange
Offer, together with the related Guarantees.

     Exchange  Offer:  The registration by the Company under  the
Securities  Act of the Exchange Notes pursuant to a  Registration
Statement pursuant to which the Company offers the Holders of all
outstanding  Transfer Restricted Securities  the  opportunity  to
exchange all such outstanding Transfer Restricted Securities held
by  such  Holders  for  Exchange Notes in an aggregate  principal
amount  equal  to the aggregate principal amount of the  Transfer
Restricted Securities validly tendered in such exchange offer  by
such Holders.

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

     Exempt  Resales:   The  transactions in  which  the  Initial
Purchaser  proposes  to sell the Notes to (i) certain  "qualified
institutional buyers," as such term is defined in Rule 144A under
the Securities Act, and (ii) outside the United States to Persons
other  than  U.S.  Persons in offshore transactions  meeting  the
requirements  of  Rule 904 of Regulation S under  the  Securities
Act.

     Guarantee:   The Guarantee by a Guarantor of  the  Company's
obligations  under  the  Notes,  the  Exchange  Notes   and   the
Indenture.

     Guarantors:   The  Additional Guarantors  and  the  Existing
Guarantors.

     Holders:  As defined in Sections 2(b) and 2(c) hereof.

     Indemnified Holder:  As defined in Section 8(a) hereof.

     Indenture:   The  Indenture, dated as of  the  date  hereof,
among  the  Company, the Existing Guarantors  and  United  States
Trust  Company of New York, as trustee (the "Trustee"),  pursuant
to  which  the Notes and the Exchange Notes are to be issued,  as
such  Indenture may be amended or supplemented from time to  time
in accordance with the terms thereof.

     Initial Purchaser:  As defined in the preamble hereto.

     Interest Payment Date:  As defined in the Indenture and  the
Notes.

     Market-Maker Prospectus:  As defined in Section 4(c) hereof.


     NASD:  National Association of Securities Dealers, Inc.

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

     Prospectus:   The  prospectus  included  in  a  Registration
Statement   including,   without   limitation,   a   Market-Maker
Prospectus,   as  amended  or  supplemented  by  any   prospectus
supplement  and by all other amendments thereto, including  post-
effective  amendments, and all material incorporated by reference
into such Prospectus.

     Record  Holder:   With respect to any Damages  Payment  Date
relating  to Notes, each Person who is a Holder of Notes  on  the
record  date with respect to the Interest Payment Date  on  which
such Damages Payment Date shall occur.

     Registration Default:  As defined in Section 5 hereof.

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

     Restricted  Broker-Dealer:  Any  Broker-Dealer  that  is  an
affiliate  of  the  Company  that  holds  Broker-Dealer  Transfer
Restricted Securities.

     Securities Act:  The Securities Act of 1933, as amended.

     Shelf Filing Deadline:  As defined in Section 4 hereof.

     Shelf  Registration  Statement:  As  defined  in  Section  4
hereof.

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

     Transfer  Restricted Securities:  Each Note  (including  the
Guarantees), until the earliest to occur of (a) the date on which
such Note is exchanged by a person other than a Broker-Dealer  in
the  Exchange Offer in exchange for an Exchange Note that can  be
resold to the public by the Holder thereof without complying with
the  prospectus delivery requirements of the Securities Act,  (b)
the date on which such Note has been effectively registered under
the  Securities Act and disposed of in accordance  with  a  Shelf
Registration  Statement and (c) the date on which  such  Note  is
sold by the Holder pursuant to Rule 144 under the Securities Act,
may  be  sold  by  the Holder pursuant to Rule 144(k)  under  the
Securities  Act  or is sold by a Broker-Dealer  pursuant  to  the
"Plan   of  Distribution"  contemplated  by  the  Exchange  Offer
Registration  Statement  (including delivery  of  the  Prospectus
contained therein).

     Underwritten  Registration  or  Underwritten  Offering:    A
registration in which securities of the Company are  sold  to  an
underwriter for reoffering to the public.

SECTION 2.     SECURITIES SUBJECT TO THIS AGREEMENT

     (a)    Transfer   Restricted  Securities  and  Broker-Dealer
Transfer Restricted Securities.  The securities entitled  to  the
benefits of this Agreement are the Transfer Restricted Securities
and Broker-Dealer Transfer Restricted Securities.

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

     (c)     Holders   of   Broker-Dealer   Transfer   Restricted
Securities. A Restricted Broker-Dealer is deemed to be  a  holder
of   Broker-Dealer  Transfer  Restricted  Securities   (each,   a
"Holder")  whenever  such Restricted Broker-Dealer  owns  Broker-
Dealer Transfer Restricted Securities.

SECTION 3.     REGISTERED EXCHANGE OFFER

     (a)   Unless  the  Exchange Offer shall not  be  permissible
under  applicable law or Commission policy (after the  procedures
set  forth  in Section 6(a) below have been complied  with),  the
Company  and the Guarantors shall (i) cause to be filed with  the
Commission as soon as practicable after the Closing Date, but  in
no  event  later  than  120  days  after  the  Closing  Date,   a
Registration Statement under the Securities Act relating  to  the
Exchange Notes and the Exchange Offer, (ii) their best efforts to
cause  such  Registration Statement to become  effective  at  the
earliest possible time, but in no event later than 180 days after
the  Closing  Date, (iii) in connection with the foregoing,  file
(A)  all  pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement
to   become   effective,  (B)  if  applicable,  a  post-effective
amendment  to such Registration Statement pursuant to  Rule  430A
under  the Securities Act and (C) cause all necessary filings  in
connection  with  the  registration  and  qualification  of   the
Exchange  Notes  to  be  made under the Blue  Sky  laws  of  such
jurisdictions  as  are necessary to permit  Consummation  of  the
Exchange  Offer,  and  (iv)  upon  the  effectiveness   of   such
Registration  Statement,  commence  the  Exchange   Offer.    The
Exchange  Offer  shall  be  on  the appropriate  form  permitting
registration of the Exchange Notes to be offered in exchange  for
the Transfer Restricted Securities and to permit resales of Notes
and  Exchange  Notes  held by Broker-Dealers as  contemplated  by
Section 3(c) below.

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

     (c)   The  Company and the Guarantors shall  indicate  in  a
"Plan of Distribution" section of the Prospectus contained in the
Exchange Offer Registration Statement that any Broker-Dealer  who
holds Notes that are Transfer Restricted Securities and that were
acquired  for  its  own  account as  a  result  of  market-making
activities  or  other  trading activities  (other  than  Transfer
Restricted  Securities acquired directly from the  Company),  may
exchange such Notes pursuant to the Exchange Offer; however, such
Broker-Dealer  may  be deemed to be an "underwriter"  within  the
meaning  of  the  Securities Act and must, therefore,  deliver  a
Prospectus  meeting  the requirements of the  Securities  Act  in
connection  with  any resales of the Exchange Notes  received  by
such  Broker-Dealer  in  the  Exchange  Offer,  which  Prospectus
delivery  requirement may be satisfied by the  delivery  by  such
Broker-Dealer  of the Prospectus contained in the Exchange  Offer
Registration  Statement.   Such "Plan  of  Distribution"  section
shall  also  contain all other information with respect  to  such
resales  by  Broker-Dealers that the Commission  may  require  in
order to permit such resales pursuant thereto, but such "Plan  of
Distribution" shall not name any such Broker-Dealer  or  disclose
the  amount of Notes held by any such Broker-Dealer except to the
extent required by the Commission.

     The  Company and the Guarantors shall use their best efforts
to  keep  the  Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions
of  Section 6(d) below to the extent necessary to ensure that  it
is  available for resales of Notes and Exchange Notes acquired by
Broker-Dealers  for  their own accounts as a  result  of  market-
making activities or other trading activities, and to ensure that
it   conforms  with  the  requirements  of  this  Agreement,  the
Securities  Act  and the policies, rules and regulations  of  the
Commission  as announced from time to time, for a period  of  180
days  from  the  date  on which the Exchange  Offer  Registration
Statement is declared effective.

     The  Company  and  the Guarantors shall  provide  sufficient
copies of the latest version of such Prospectus to Broker-Dealers
promptly  upon request at any time during such 180 day period  in
order to facilitate such resales.

SECTION 4.     SHELF REGISTRATION; MARKET-MAKER PROSPECTUS

     (a)   Shelf  Registration.   If  (i)  the  Company  and  the
Guarantors   are   not  required  to  file  an   Exchange   Offer
Registration  Statement  or  to  Consummate  the  Exchange  Offer
because the Exchange Offer is not permitted by applicable law  or
Commission policy (after the procedures set forth in Section 6(a)
below  have been complied with) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company prior to the  20th
day  following the Consummation of the Exchange Offer  that  such
Holder  (A) is prohibited by applicable law or Commission  policy
from  participating in the Exchange Offer, or (B) may not  resell
the  Exchange Notes acquired by it in the Exchange Offer  to  the
public  without  delivering a prospectus and that the  Prospectus
contained  in  the Exchange Offer Registration Statement  is  not
appropriate or available for such resales by such Holder, or  (C)
is  a  Broker-Dealer and holds Notes acquired directly  from  the
Company  or  one  of  its affiliates, then the  Company  and  the
Guarantors shall

          (x) cause to be filed a Registration Statement pursuant
     to  Rule  415  under the Securities Act,  which  may  be  an
     amendment  to the Exchange Offer Registration Statement  (in
     either  event,  the  "Shelf Registration Statement")  on  or
     prior to the earliest to occur of (1) the 30th day after the
     date on which the Company determines that it is not required
     to  file  the  Exchange  Offer  Registration  Statement,  or
     permitted to Consummate the Exchange Offer and (2) the  30th
     day after the date on which the Company receives notice from
     a  Holder  of Transfer Restricted Securities as contemplated
     by  clause  (ii) of paragraph (a) above (such earliest  date
     being the "Shelf Filing Deadline"), which Shelf Registration
     Statement   shall  provide  for  resales  of  all   Transfer
     Restricted  Securities  the  Holders  of  which  shall  have
     provided  the information required pursuant to Section  4(b)
     hereof; and

          (y)   use  their  best  efforts  to  cause  such  Shelf
     Registration  Statement  to  be declared  effective  by  the
     Commission on or before the 150th day after the Shelf Filing
     Deadline.

The  Company and the Guarantors shall use their best  efforts  to
keep  such  Shelf Registration Statement continuously  effective,
supplemented  and  amended  as  required  by  the  provisions  of
Sections  6(b) and (d) hereof to the extent necessary  to  ensure
that  it  is  available for resales of Notes by  the  Holders  of
Transfer  Restricted Securities entitled to the benefit  of  this
Section   4(a),  and  to  ensure  that  it  conforms   with   the
requirements  of  this  Agreement, the  Securities  Act  and  the
policies,  rules and regulations of the Commission  as  announced
from  time  to time, for a period of at least two years following
the  Closing Date or such shorter period that will terminate when
all  Notes covered by the Shelf Registration Statement have  been
sold  pursuant  to  the Shelf Registration  Statement  or  become
eligible for resale pursuant to Rule 144 without volume or  other
restrictions.

     (b)    Provision  by  Holders  of  Certain  Information   in
Connection with the Shelf Registration Statement.  No  Holder  of
Transfer  Restricted Securities may include any of  its  Transfer
Restricted   Securities  in  any  Shelf  Registration   Statement
pursuant to this Agreement unless and until such Holder furnishes
to  the Company in writing, within 10 business days after receipt
of  a  request  therefor, such information  as  the  Company  may
reasonably  request  for  use  in  connection  with   any   Shelf
Registration  Statement  or Prospectus or preliminary  Prospectus
included  therein.   No Holder of Transfer Restricted  Securities
shall  be  entitled to Additional Interest pursuant to Section  5
hereof  unless  and until such Holder shall have  used  its  best
efforts  to  provide  all such reasonably requested  information.
Each Holder as to which any Shelf Registration Statement is being
effected   agrees  to  furnish  promptly  to  the   Company   all
information  required  to  be disclosed  in  order  to  make  the
information  previously furnished to the Company by  such  Holder
not materially misleading.

     (c)    Market-Maker  Prospectus.   The   Company   and   the
Guarantors acknowledge that any Restricted Broker-Dealer  holding
Broker-Dealer Transfer Restricted Securities may not resell  such
Broker-Dealer Transfer Restricted Securities without delivering a
Prospectus.   Consequently, on the date that the  Exchange  Offer
Registration Statement is filed with the Commission, the  Company
and the Guarantors shall file a Registration Statement (which may
be  the  Exchange  Offer  Registration  Statement  or  the  Shelf
Registration Statement if permitted by the rules and  regulations
of the Commission) and shall use their best efforts to cause such
Registration Statement to be declared effective by the Commission
on  or  prior  to  the Consummation of the Exchange  Offer.   The
Company  and the Guarantors shall use their best efforts to  keep
such  Registration Statement continuously effective, supplemented
and  amended as required by the provisions of Sections  6(c)  and
(d) hereof to the extent necessary to ensure that it is available
for  resales  of Broker-Dealer Transfer Restricted Securities  by
Restricted  Broker-Dealers, and to ensure that it  conforms  with
the  requirements of this Agreement, the Securities Act  and  the
policies,  rules and regulations of the Commission  as  announced
from  time  to  time,  until such time as all Restricted  Broker-
Dealers  determine  in their judgment that  they  are  no  longer
required  to  deliver a Prospectus in connection  with  sales  of
Broker-Dealer  Transfer  Restricted Securities.   The  Prospectus
included  in such Registration Statement is referred to  in  this
Agreement as a "Market-Maker Prospectus."

SECTION 5.     ADDITIONAL INTEREST

     (a)  If  (i) any of the Registration Statements required  by
this  Agreement is not filed with the Commission on or  prior  to
the  date  specified for such filing in Sections 3(a),  4(a)  and
4(c),  as  applicable,  (ii)  any of such  required  Registration
Statements  has not been declared effective by the Commission  on
or prior to the date specified for such effectiveness in Sections
3(a),  4(a)  and 4(c), as applicable, (the "Effectiveness  Target
Date"), (iii) the Exchange Offer has not been Consummated  within
30  business days after the Effectiveness Target Date, or  longer
if  required  by  applicable Federal and state  securities  laws,
with respect to the Exchange Offer Registration Statement or (iv)
any  Registration Statement required by this Agreement  is  filed
and declared effective but shall thereafter cease to be effective
or  fail  to be usable for in connection with resales of Transfer
Restricted  Securities without being succeeded immediately  by  a
post-effective  amendment  to  such Registration  Statement  that
cures  such  failure  and  that  is itself  immediately  declared
effective  (except as permitted in paragraph (b); such period  of
time  during  which  any  such  Registration  Statement  is   not
effective  or  any  such Registration Statement  or  the  related
Prospectus  is  not  usable  being referred  to  as  a  "Blackout
Period")  (each  such  event referred to in clauses  (i)  through
(iv),  a  "Registration Default"), the Company and the Guarantors
jointly   and   severally  agree  to  pay   additional   interest
("Additional  Interest") to each Holder  of  Transfer  Restricted
Securities adversely affected by such Registration Default   with
respect  to  the  first 90-day period immediately  following  the
occurrence  of such Registration Default, in an amount  equal  to
$.05  per week per $1,000 principal amount of Transfer Restricted
Securities  held by such Holder for each week or portion  thereof
that   the   Registration  Default  continues.   The  amount   of
Additional Interest shall increase by an additional $.05 per week
per  $1,000 in principal amount of Transfer Restricted Securities
with   respect  to  each  subsequent  90-day  period  until   all
Registration Defaults have been cured, up to a maximum amount  of
Additional Interest of $.50 per week per $1,000 principal  amount
of   Transfer  Restricted  Securities.   All  accrued  Additional
Interest shall be paid to Record Holders by the Company  and  the
Guarantors by wire transfer of immediately available funds or  by
Federal funds check on each Damages Payment Date, as provided  in
the  Indenture.  Following the cure of all Registration  Defaults
relating  to  any particular Transfer Restricted Securities,  the
accrual  of  Additional Interest with respect  to  such  Transfer
Restricted Securities will cease.

     (b)   A Registration Default referred to in Section 5(a)(iv)
shall  be  deemed  not  to have occurred  and  be  continuing  in
relation to a Registration Statement or the related Prospectus if
(i)  the Blackout Period has occurred solely as a result  of  (x)
the   filing   of  a  post-effective  amendment  to  such   Shelf
Registration  Statement to incorporate annual  audited  financial
information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective
to  permit  Holders  to  use the related Prospectus  or  (y)  the
occurrence  of other material events with respect to the  Company
that  would  need to be described in such Registration  Statement
or the related Prospectus and (ii) in the case of clause (y), the
Company  is  proceeding promptly and in good faith  to  amend  or
supplement  (including  by  way of  filing  documents  under  the
Exchange  Act  which  are  incorporated  by  reference  into  the
Registration  Statement)  such Registration   Statement  and  the
related  Prospectus  to describe such events; provided,  however,
that  in any case if such Blackout Period occurs for a continuous
period  in  excess  of 30 days, a Registration Default  shall  be
deemed  to have occurred on the 31st day of such Blackout  Period
and  Additional Interest shall be payable in accordance with  the
above  paragraph  from the day such Registration  Default  occurs
until such Registration Default is cured or until the Company  is
no  longer  required  pursuant to this  Agreement  to  keep  such
Registration  Statement effective or such Registration  Statement
or  the  related  Prospectus usable; provided, further,  however,
that  in no event shall the total of all Blackout Periods  exceed
60 days in the aggregate of any 12 month period.

     All  payment  obligations of the Company and the  Guarantors
set  forth  in this Section that are outstanding with respect  to
any Transfer Restricted Security at the time such security ceases
to  be  a  Transfer Restricted Security shall survive until  such
time  as  all  such  payment obligations  with  respect  to  such
Security shall have been satisfied in full.

SECTION 6.     REGISTRATION PROCEDURES

     (a)   Exchange Offer Registration Statement.  In  connection
with  the  Exchange Offer, the Company and the  Guarantors  shall
comply  with  all of the provisions of Section 6(d) below,  shall
use their best efforts to effect such exchange to permit the sale
of  Transfer Restricted Securities being sold in accordance  with
the intended method or methods of distribution thereof, and shall
comply with all of the following provisions:

          (i)   If  in the reasonable opinion of counsel  to  the
     Company and the Guarantors there is a question as to whether
     the  Exchange  Offer  is permitted by  applicable  law,  the
     Company  and the Guarantors hereby agree to seek a no-action
     letter  or  other  favorable decision  from  the  Commission
     allowing  the  Company and the Guarantors to  Consummate  an
     Exchange  Offer  for  such  Notes.  The  Company   and   the
     Guarantors  hereby agree to pursue the issuance  of  such  a
     decision  to  the Commission staff level but  shall  not  be
     required to take commercially unreasonable action to  effect
     a   change  of  Commission  policy.  The  Company  and   the
     Guarantors  hereby  agree however,  to  (A)  participate  in
     telephonic  conferences with the Commission, (B) deliver  to
     the  Commission staff an analysis prepared by counsel to the
     Company and the Guarantors setting forth the legal bases, if
     any,  upon  which such counsel has concluded  that  such  an
     Exchange Offer should be permitted and (C) diligently pursue
     a resolution (which need not be favorable) by the Commission
     staff of such submission.

          (ii)  As  a  condition  to  its  participation  in  the
     Exchange Offer pursuant to the terms of this Agreement, each
     Holder of Transfer Restricted Securities shall furnish, upon
     the  request  of  the  Company, prior  to  the  Consummation
     thereof,  a  written representation to the Company  and  the
     Guarantors  (which  may  be  contained  in  the  letter   of
     transmittal  contemplated by the Exchange Offer Registration
     Statement) to the effect that (A) it is not an affiliate  of
     the  Company, (B) it is not engaged in, and does not  intend
     to  engage in, and has no arrangement or understanding  with
     any Person to participate in, a distribution of the Exchange
     Notes  to  be  issued in the Exchange Offer and  (C)  it  is
     acquiring  the  Exchange  Notes in its  ordinary  course  of
     business.   In  addition,  all  such  Holders  of   Transfer
     Restricted  Securities  shall  otherwise  cooperate  in  the
     Company's and the Guarantors' preparations for the  Exchange
     Offer.  Each Holder hereby acknowledges and agrees that  any
     Broker-Dealer  and any such Holder using the Exchange  Offer
     to  participate  in a distribution of the securities  to  be
     acquired   in  the  Exchange  Offer  (1)  could  not   under
     Commission policy as in effect on the date of this Agreement
     rely  on the position of the Commission enunciated in Morgan
     Stanley  and  Co., Inc. (available June 5, 1991)  and  Exxon
     Capital  Holdings Corporation (available May 13,  1988),  as
     interpreted  in  the  Commission's  letter  to  Shearman   &
     Sterling  dated July 2, 1993, and similar no-action letters,
     and  (2)  must  comply with the registration and  prospectus
     delivery  requirements of the Securities Act  in  connection
     with  a  secondary  resale  transaction  and  that  such   a
     secondary  resale  transaction  should  be  covered  by   an
     effective  Registration  Statement  containing  the  selling
     security holder information required by Item 507 or 508,  as
     applicable, of Regulation S-K if the resales are of Exchange
     Notes obtained by such Holder in exchange for Notes acquired
     by such Holder directly from the Company.

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

     (b)   Shelf Registration Statement.  In connection with  the
Shelf  Registration  Statement, the Company  and  the  Guarantors
shall  comply with all the provisions of Section 6(d)  below  and
shall  use  their  best  efforts to effect such  registration  to
permit the sale of the Transfer Restricted Securities being  sold
in accordance with the intended method or methods of distribution
thereof, and pursuant thereto the Company and the Guarantors will
as expeditiously as possible prepare and file with the Commission
a  Registration  Statement relating to the  registration  on  any
appropriate  form under the Securities Act, which form  shall  be
available  for the sale of the Transfer Restricted Securities  in
accordance  with  the intended method or methods of  distribution
thereof.

     (c)    Market-Maker  Prospectus.  In  connection  with   any
Registration  Statement filed pursuant to Section  4(c)  of  this
Agreement, the Company and the Guarantors will comply with all of
the  provisions  of  Section 6(d) below (other than  sub-sections
(xiii),  (xvi),  (xviii)  and  (xxi))  until  such  time  as  all
Restricted Broker-Dealers determine in their judgment  that  they
are  no  longer required to deliver Market-Maker Prospectuses  in
connection   with  sales  of  Broker-Dealer  Transfer  Restricted
Securities. The Company and the Guarantors shall use  their  best
efforts  to  deliver Market-Maker Prospectuses to all  Restricted
Broker-Dealers   immediately  upon  the  effectiveness   of   the
Registration  Statement  and from time to  time  thereafter  upon
request,  in  such  quantities as such  Restricted  Broker-Dealer
shall require.

     (d)    General   Provisions.    In   connection   with   any
Registration  Statement  and  any  Prospectus  required  by  this
Agreement  to  permit  the sale or resale of Transfer  Restricted
Securities   (including,  without  limitation,  any  Registration
Statement  and the related Prospectus required to permit  resales
of  Notes and Exchange Notes by Broker-Dealers) and Broker-Dealer
Transfer  Restricted Securities, the Company and  the  Guarantors
shall:

          (i)   use  their best efforts to keep such Registration
     Statement  continuously effective and provide all  requisite
     financial   statements  (including,  if  required   by   the
     Securities  Act  or  any  regulation  thereunder,  financial
     statements  of any Guarantors) for the period  specified  in
     Section  3 or 4 of this Agreement, as applicable;  upon  the
     occurrence   of  any  event  that  would  cause   any   such
     Registration  Statement or the Prospectus contained  therein
     (A)  to  contain a material misstatement or omission or  (B)
     not  to  be  effective  and usable for  resale  of  Transfer
     Restricted  Securities or Broker-Dealer Transfer  Restricted
     Securities during the period required by this Agreement, the
     Company   and   the  Guarantors  shall  file   promptly   an
     appropriate amendment to such Registration Statement, in the
     case  of  clause  (A), correcting any such  misstatement  or
     omission, and, in the case of either clause (A) or (B),  use
     their  best  efforts to cause such amendment to be  declared
     effective  and such Registration Statement and  the  related
     Prospectus to become usable for their intended purpose(s) as
     soon   as   practicable  thereafter.   Notwithstanding   the
     foregoing,  at any time after Consummation of  the  Exchange
     Offer,  the Company and the Guarantors may allow  the  Shelf
     Registration  Statement or Market-Maker Prospectus  and  the
     related  Registration Statement to cease to become effective
     and  usable  if  (x) the board of directors of  the  Company
     determines in good faith that it is in the best interests of
     the  Company  not  to  disclose the existence  of  or  facts
     surrounding  any  proposed  or  pending  material  corporate
     transaction involving the Company or the Guarantors, and the
     Company notifies the Holders within two business days  after
     the  board of directors makes such determination, or (y) the
     Prospectus contained in the Shelf Registration Statement  or
     the Market-Maker Prospectus, as the case may be, contains an
     untrue  statement  of a material fact or omits  to  state  a
     material fact necessary in order to make the statements made
     therein, in the light of the circumstances under which  they
     were made, not misleading; provided that the two-year period
     referred  to in Section 4(a) hereof during which  the  Shelf
     Registration  Statement  is required  to  be  effective  and
     usable shall be extended by the number of days during  which
     such  Registration  Statement was not  effective  or  usable
     pursuant to the foregoing provisions;

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

          (iii)      advise  the  underwriter(s),  if  any,   and
     selling  Holders  of  Transfer  Restricted  Securities  and,
     following the Consummation of the Exchange Offer, Holders of
     Broker-Dealer Transfer Restricted Securities, promptly  and,
     if  requested  by such Persons, to confirm  such  advice  in
     writing,   (A)   when  the  Prospectus  or  any   Prospectus
     supplement or post-effective amendment has been filed,  and,
     with  respect  to any Registration Statement  or  any  post-
     effective  amendment  thereto,  when  the  same  has  become
     effective,  (B)  of  any  request  by  the  Commission   for
     amendments  to  the Registration Statement or amendments  or
     supplements  to the Prospectus or for additional information
     relating  thereto, (C) of the issuance by the Commission  of
     any   stop  order  suspending  the  effectiveness   of   the
     Registration Statement under the Securities Act  or  of  the
     suspension  by  any  state  securities  commission  of   the
     qualification  of  the  Transfer  Restricted  Securities  or
     Broker-Dealer Transfer Restricted Securities, as applicable,
     for  offering or sale in any jurisdiction, or the initiation
     of any proceeding for any of the preceding purposes, and (D)
     of  the existence of any fact or the happening of any  event
     that  requires the making of any additions to or changes  in
     the  Registration Statement or the Prospectus in order  that
     the Registration Statement and the Prospectus do not contain
     an  untrue statement of a material fact or omit to  state  a
     material fact necessary to make the statements made therein,
     in  the  light  of the circumstances under which  they  were
     made,  not misleading.  If at any time the Commission  shall
     issue  any  stop order suspending the effectiveness  of  the
     Registration  Statement, or any state securities  commission
     or   other   regulatory  authority  shall  issue  an   order
     suspending the qualification or exemption from qualification
     of  the  Transfer  Restricted  Securities  or  Broker-Dealer
     Transfer  Restricted Securities, as applicable, under  state
     securities  or Blue Sky laws, the Company and the Guarantors
     shall  use  their best efforts to obtain the  withdrawal  or
     lifting of such order at the earliest possible time;

          (iv)  if requested in writing, furnish to each  of  the
     selling Holders of Transfer Restricted Securities or Holders
     of  Broker-Dealer Transfer Restricted Securities and each of
     the   underwriter(s),  if  any,  before  filing   with   the
     Commission,  copies  of any Registration  Statement  or  any
     Prospectus included therein or any amendments or supplements
     to  any such Registration Statement or Prospectus (including
     all  documents incorporated by reference after  the  initial
     filing of such Registration Statement), which documents will
     be subject to the review of such Holders and underwriter(s),
     if any, for a period of at least five business days, and the
     Company   and  the  Guarantors  will  not  file   any   such
     Registration  Statement or Prospectus or  any  amendment  or
     supplement  to any such Registration Statement or Prospectus
     (including all such documents incorporated by reference)  if
     a  selling  Holder of Transfer Restricted  Securities  or  a
     Holder  of Broker-Dealer Transfer Restricted Securities,  as
     applicable,  covered by such Registration Statement  or  the
     underwriter(s), if any, shall not have had an opportunity to
     participate in the preparation thereof;

          (v)   promptly prior to the filing of any document that
     is  to  be  incorporated by reference  into  a  Registration
     Statement or Prospectus, provide copies of such document  to
     the selling Holders or the Holders of Broker-Dealer Transfer
     Restricted   Securities,   as   applicable,   and   to   the
     underwriter(s),   if  any,  make  the  Company's   and   the
     Guarantors' representatives available for discussion of such
     document  and  other  customary due diligence  matters,  and
     include  such  information in such  document  prior  to  the
     filing  thereof  as such selling Holders or the  Holders  of
     Broker-Dealer Transfer Restricted Securities, as applicable,
     or underwriter(s), if any, reasonably may request;

          (vi)  make available for inspection at reasonable times
     at  the Company's principal place of business by the Holders
     of   Transfer   Restricted   Securities,   any   underwriter
     participating   in   any  disposition   pursuant   to   such
     Registration  Statement,  and  any  attorney  or  accountant
     retained   by   such  selling  Holders   or   any   of   the
     underwriter(s)  who  shall certify to the  Company  and  the
     Guarantors  that  they  have  a current  intention  to  sell
     Transfer  Restricted  Securities or  Broker-Dealer  Transfer
     Restricted  Securities  pursuant  to  a  Shelf  Registration
     Statement  or  Market-Maker Prospectus, and,  following  the
     Consummation of the Exchange Offer, the Holders  of  Broker-
     Dealer   Transfer  Restricted  Securities,   such   relevant
     financial  and other records, pertinent corporate  documents
     and  properties  of  the  Company  and  the  Guarantors   as
     reasonably  requested  and  cause  the  Company's  and   the
     Guarantors' officers, directors and employees to respond  to
     such  inquiries  as  shall be reasonably necessary,  in  the
     reasonable judgment of counsel to such Holders, to conduct a
     reasonable  investigation;  provided,  however,   that   the
     foregoing  inspection  and information  gathering  shall  be
     coordinated  on  behalf of the Initial Purchaser  by  Lehman
     Brothers  Inc. and on behalf of the selling Holders  by  one
     counsel  designated  by and on behalf  of  such  Holders  as
     described  in  Section 7 hereof and, provided further,  that
     each  such party shall be required to maintain in confidence
     and  not  disclose  to any other Person any  information  or
     records  reasonably designated by the Company in writing  as
     being  confidential, until such time as (A) such information
     becomes a matter of public record (whether by virtue of  its
     inclusion  in such Registration Statement or otherwise),  or
     (B)  such  Person  shall be required  so  to  disclose  such
     information pursuant to the subpoena or order of  any  court
     or  other  governmental agency or body  having  jurisdiction
     over  the matter (subject to the requirements of such order,
     and  only  after  such Person shall have given  the  Company
     prompt  prior  written notice of such requirement),  or  (C)
     such  information  is  required to  be  set  forth  in  such
     Registration Statement or the Prospectus included therein or
     in  an  amendment  to  such  Registration  Statement  or  an
     amendment  or  supplement to such Prospectus in  order  that
     such   Registration  Statement,  Prospectus,  amendment   or
     supplement, as the case may be, does not contain  an  untrue
     statement  of  a  material fact or omit to state  therein  a
     material fact required to be stated therein or necessary  to
     make the statements made therein not misleading;

          (vii)      if  requested  by  any  selling  Holders  of
     Transfer  Restricted Securities or Holders of  Broker-Dealer
     Transfer  Restricted  Securities,  as  applicable,  or   the
     underwriter(s),   if  any,  promptly  incorporate   in   any
     Registration Statement or Prospectus, (including subject  to
     Section  4(b)  hereof, the Shelf Registration  Statement  or
     Prospectus);  pursuant  to  a supplement  or  post-effective
     amendment  if  necessary, such information as  such  selling
     Holders  and underwriter(s), if any, may reasonably  request
     to  have  included  therein, including, without  limitation,
     information  relating to the "Plan of Distribution"  of  the
     Transfer  Restricted  Securities or  Broker-Dealer  Transfer
     Restricted  Securities,  as  applicable,  information   with
     respect  to  the  principal amount  of  Transfer  Restricted
     Securities  or Broker-Dealer Transfer Restricted Securities,
     as  applicable,  being  sold  to  such  underwriter(s),  the
     purchase  price being paid therefor and any other  terms  of
     the offering of the Transfer Restricted Securities or Broker-
     Dealer Transfer Restricted Securities, as applicable, to  be
     sold in such offering; and make all required filings of such
     Prospectus supplement or post-effective amendment as soon as
     practicable after the Company is notified of the matters  to
     be  incorporated  in  such Prospectus  supplement  or  post-
     effective  amendment; provided, however,  that  the  Company
     shall  not be required to take any action pursuant  to  this
     Section 6(d)(vii) that would, in the opinion of counsel  for
     the   Company   reasonably  satisfactory  to   the   Initial
     Purchaser, violate applicable law;

          (viii)     furnish to each selling Holder  of  Transfer
     Restricted  Securities  or Holder of Broker-Dealer  Transfer
     Restricted  Securities,  as  applicable,  and  each  of  the
     underwriter(s), if any, without charge, at least one copy of
     the   Registration  Statement,  as  first  filed  with   the
     Commission,  and  of each amendment thereto,  including  all
     documents incorporated by reference therein and all exhibits
     (including exhibits incorporated therein by reference);

          (ix)   deliver  to  each  selling  Holder  of  Transfer
     Restricted  Securities  and each of the  underwriter(s),  if
     any,  and  each Holder of Broker-Dealer Transfer  Restricted
     Securities, without charge, as many copies of the Prospectus
     (including each preliminary prospectus) and any amendment or
     supplement  thereto as such Persons reasonably may  request;
     the Company and the Guarantors hereby consent to the use  of
     the  Prospectus and any amendment or supplement  thereto  by
     each  of the selling Holders and each of the underwriter(s),
     if any, and each Holder of Broker-Dealer Transfer Restricted
     Securities, in connection with the offering and the sale  of
     the   Transfer   Restricted  Securities  and   Broker-Dealer
     Transfer  Restricted Securities, as applicable,  covered  by
     the Prospectus or any amendment or supplement thereto;

          (x)    enter   into  such  agreements   (including   an
     underwriting  agreement), and make such representations  and
     warranties,  and take all such other actions  in  connection
     therewith in order to expedite or facilitate the disposition
     of  the  Transfer  Restricted Securities  and  Broker-Dealer
     Transfer  Restricted Securities, as applicable, pursuant  to
     any  Registration Statement contemplated by this  Agreement,
     all  to  such extent as may be reasonably requested  by  the
     Initial Purchaser or, in the case of registration for resale
     of  Transfer  Restricted Securities pursuant  to  the  Shelf
     Registration Statement, by any Holder or Holders of Transfer
     Restricted  Securities who hold at least  25%  in  aggregate
     principal  amount  of  such  class  of  Transfer  Restricted
     Securities  or,  in  the  case  of  Broker-Dealer   Transfer
     Restricted   Securities,  by  any  Holder  of  Broker-Dealer
     Transfer Restricted Securities; provided, that, the  Company
     and  the Guarantors shall not be required to enter into  any
     such  agreement more than once with respect to  all  of  the
     Transfer Restricted Securities and, in the case of  a  Shelf
     Registration  Statement,  may  delay  entering   into   such
     agreement   if  the  Board  of  Directors  of  the   Company
     determines in good faith that it is in the best interests of
     the Company and the Guarantors not to disclose the existence
     of  or  facts  surrounding any proposed or pending  material
     corporate   transaction  involving  the  Company   and   the
     Guarantors; and whether or not an underwriting agreement  is
     entered  into  and  whether or not the  registration  is  an
     Underwritten  Registration, the Company and  the  Guarantors
     shall:

            (A)   furnish  to the Initial Purchaser, the  Holders
       of  Transfer Restricted Securities who hold at  least  25%
       in  aggregate principal amount of such class  of  Transfer
       Restricted   Securities  (in   the   case   of   a   Shelf
       Registration  Statement),  each  Holder  of  Broker-Dealer
       Transfer  Restricted Securities and each  underwriter,  if
       any,  in such substance and scope as they may request  and
       as  are customarily made in connection with an offering of
       debt  securities pursuant to a Registration Statement  (i)
       upon  the  effective  date of any  Registration  Statement
       (and  if  such  Registration  Statement  contemplates   an
       Underwritten  Offering  of Transfer Restricted  Securities
       or   Broker-Dealer  Transfer  Restricted  Securities,   as
       applicable,  upon  the  date  of  the  closing  under  the
       underwriting agreement related thereto) and (ii) upon  the
       filing  of any amendment or supplement to any Registration
       Statement  or  any other document that is incorporated  in
       any  Registration  Statement  by  reference  and  includes
       financial data with respect to a fiscal quarter or year:

               (1)    a   certificate,   dated   the   date    of
          effectiveness of the applicable Registration  Statement
          signed  by (y) the respective chief executive  officer,
          the  respective President or any Vice President and (z)
          the  respective chief financial officer of the  Company
          and  each of the Guarantors confirming, as of the  date
          thereof,  the  matters set forth in  paragraph  (o)  of
          Section  7  of  the Purchase Agreement and  such  other
          matters as such parties may reasonably request;

               (2)   an  opinion, dated the date of effectiveness
          of  such  Registration Statement, of  counsel  for  the
          Company  covering the matters set forth  in  paragraphs
          (d)  and (e) of Section 7 of the Purchase Agreement and
          such  other  matters  as  such parties  may  reasonably
          request, and in any event including a statement to  the
          effect   that   such   counsel  has   participated   in
          conferences with officers and other representatives  of
          the  Company, representatives of the independent public
          accountants  for  the Company, the Initial  Purchaser's
          representatives and the Initial Purchaser's counsel  in
          connection  with  the preparation of such  Registration
          Statement  and  the  related Prospectus  although  such
          counsel  has  not independently verified the  accuracy,
          completeness  or  fairness of such statements  in  such
          Registration  Statement; and that such counsel  advises
          that,  on  the  basis of the foregoing, such  counsel's
          work  in  connection with this work, did  not  disclose
          information  that gave such counsel reason  to  believe
          that the applicable Registration Statement, at the time
          such   Registration  Statement  or  any  post-effective
          amendment thereto became effective, and, in the case of
          the  Exchange Offer Registration Statement, as  of  the
          date of Consummation, contained an untrue statement  of
          a  material  fact or omitted to state a  material  fact
          required to be stated therein or necessary to make  the
          statements   therein  not  misleading,  or   that   the
          Prospectus contained in such Registration Statement  as
          of  its date and, in the case of the opinion dated  the
          date  of Consummation of the Exchange Offer, as of  the
          date of Consummation, contained an untrue statement  of
          a  material  fact or omitted to state a  material  fact
          necessary in order to make the statements made therein,
          in the light of the circumstances under which they were
          made,  not misleading.  Such counsel may state  further
          that  such counsel assumes no responsibility  for,  and
          has   not   independently   verified,   the   accuracy,
          completeness  or fairness of the financial  statements,
          notes  and schedules and other financial data  included
          or   incorporated  by  reference  in  any  Registration
          Statement contemplated by this Agreement or the related
          Prospectus; and

               (3)   a customary comfort letter, dated as of  the
          date  of Consummation of the Exchange Offer or the date
          of  effectiveness of the Shelf Registration  Statement,
          as  the  case  may  be, from the Company's  independent
          accountants, in the customary form and covering matters
          of  the type customarily covered in comfort letters  by
          underwriters  in  connection with primary  underwritten
          offerings, and affirming the matters set forth  in  the
          comfort letters delivered pursuant to Section 7 of  the
          Purchase Agreement;

            (B)   set  forth in full or incorporated by reference
       in    the    underwriting   agreement,   if    any,    the
       indemnification  provisions and procedures  of  Section  8
       hereof  with  respect  to all parties  to  be  indemnified
       pursuant to said Section; and

            (C)   deliver  such other documents and  certificates
       as   may  be  reasonably  requested  by  such  parties  to
       evidence  compliance with clause (A) above  and  with  any
       customary   conditions  contained  in   the   underwriting
       agreement  or other agreement entered into by the  Company
       and the Guarantors pursuant to this clause (x), if any.

           If  at any time the representations and warranties  of
     the  Company or the Guarantors contemplated in clause (A)(1)
     above  cease  to  be true and correct, the  Company  or  the
     Guarantors  shall  so advise the Initial Purchaser  and  the
     underwriters, if any, and each selling Holder promptly  and,
     if  requested by such Persons, shall confirm such advice  in
     writing.

          (xi)   prior   to  any  public  offering  of   Transfer
     Restricted  Securities, or Broker-Dealer Transfer Restricted
     Securities,  as  applicable,  cooperate  with  the   selling
     Holders  of  Transfer Restricted Securities, the Holders  of
     Broker-Dealer    Transfer   Restricted    Securities,    the
     underwriter(s),  if  any, and their  respective  counsel  in
     connection  with the registration and qualification  of  the
     Transfer  Restricted  Securities or  Broker-Dealer  Transfer
     Restricted  Securities, as applicable, under the  securities
     or  Blue  Sky  laws  of such jurisdictions  as  the  selling
     Holders  of  Transfer Restricted Securities  or  Holders  of
     Broker-Dealer    Transfer    Restricted    Securities     or
     underwriter(s)  may reasonably request and do  any  and  all
     other  acts  or things necessary or advisable to enable  the
     disposition in such jurisdictions of the Transfer Restricted
     Securities  or Broker-Dealer Transfer Restricted Securities,
     as  applicable, covered by the Shelf Registration  Statement
     filed pursuant to Section 4 hereof; provided, however,  that
     the  Company  and the Guarantors shall not be  obligated  to
     qualify  as  a  foreign corporation in any  jurisdiction  in
     which it is not now so qualified or to take any action  that
     would  subject it to general consent to service of  process,
     other  than as to matters and transactions relating  to  the
     Registration Statement, in any jurisdiction where it is  not
     now so subject;

          (xii)      shall issue, upon the request of any  Holder
     of  Notes  covered  by  the  Shelf  Registration  Statement,
     Exchange  Notes, having an aggregate principal amount  equal
     to  the  aggregate principal amount of Notes surrendered  to
     the  Company  by such Holder in exchange therefor  or  being
     sold by such Holder; such Exchange Notes to be registered in
     the  name  of such Holder or in the name of the purchaser(s)
     of  such Exchange Notes, as the case may be; in return,  the
     Notes  held  by  such  Holder shall be  surrendered  to  the
     Company for cancellation;

          (xiii)      cooperate  with  the  selling  Holders   of
     Transfer  Restricted Securities and the  underwriter(s),  if
     any,  to  facilitate the timely preparation and delivery  of
     certificates representing Transfer Restricted Securities  to
     be  sold and not bearing any restrictive legends; and enable
     such   Transfer  Restricted  Securities  to   be   in   such
     denominations and registered in such names as the Holders or
     the  underwriter(s),  if  any,  may  request  at  least  two
     business  days  prior  to  any sale of  Transfer  Restricted
     Securities made by such underwriter(s);

          (xiv)      use their best efforts to cause the Transfer
     Restricted  Securities or Broker-Dealer Transfer  Restricted
     Securities,  as  applicable,  covered  by  the  Registration
     Statement  to be registered with or approved by  such  other
     governmental agencies or authorities as may be necessary  to
     enable  the seller or sellers thereof or the underwriter(s),
     if  any,  to  consummate the disposition  of  such  Transfer
     Restricted  Securities or Broker-Dealer Transfer  Restricted
     Securities, subject to the proviso contained in clause  (xi)
     above;

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

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

          (xvii)     cooperate and assist in any filings 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;

          (xviii)    otherwise use their best efforts  to  comply
     with all applicable rules and regulations of the Commission,
     and  make  generally available to its security  holders,  as
     soon  as  practicable,  a  consolidated  earnings  statement
     meeting  the  requirements of Rule 158 (which  need  not  be
     audited) for the twelve-month period (A) commencing  at  the
     end  of  any  fiscal  quarter in which  Transfer  Restricted
     Securities  are  sold to underwriters  in  a  firm  or  best
     efforts  Underwritten  Offering  or  (B)  if  not  sold   to
     underwriters in such an offering, beginning with  the  first
     month of the Company's first fiscal quarter commencing after
     the effective date of the Registration Statement;

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

          (xx)  provide promptly to any Holder upon such Holder's
     written  request  each document filed  with  the  Commission
     pursuant to the requirements of Section 13 and Section 15 of
     the Exchange Act; and

          (xxi)      cause  each  Additional Guarantor  upon  the
     creation  or  acquisition  by Blount  International  or  the
     Company   of  such  Additional  Guarantor,  to   execute   a
     counterpart to this Agreement in the form attached hereto as
     Annex  A  and to deliver such counterpart, together with  an
     opinion  of counsel as to the enforceability thereof against
     such  entity,  to the Initial Purchaser no later  than  five
     business days following the execution thereof.

     (e)   Each  Holder  agrees  by  acquisition  of  a  Transfer
Restricted   Security   or  Broker-Dealer   Transfer   Restricted
Securities, as applicable, that, upon receipt of any notice  from
the Company of the existence of any fact of the kind described in
Section   6(d)(iii)(D)   hereof,  such  Holder   will   forthwith
discontinue  disposition  of Transfer  Restricted  Securities  or
Broker-Dealer  Transfer  Restricted Securities  pursuant  to  the
applicable Registration Statement until such Holder's receipt  of
the copies of the supplemented or amended Prospectus contemplated
by  Section  6(d)(xv) hereof, or until it is advised  in  writing
(the "Advice") by the Company that the use of the Prospectus  may
be  resumed,  and  has  received  copies  of  any  additional  or
supplemental  filings that are incorporated by reference  in  the
Prospectus.   If  so directed by the Company,  each  Holder  will
deliver  to  the Company (at the Company's expense)  all  copies,
other   than   permanent  file  copies  then  in  such   Holder's
possession,  of the Prospectus covering such Transfer  Restricted
Securities  or  Broker-Dealer Transfer Restricted Securities,  as
applicable,  that  was current at the time  of  receipt  of  such
notice.  In the event the Company shall give any such notice, the
time  period  regarding the effectiveness  of  such  Registration
Statement  set  forth  in Section 3 or 4 hereof,  as  applicable,
shall  be  extended by the number of days during the period  from
and  including the date of the giving of such notice pursuant  to
Section  6(d)(iii)(D) hereof to and including the date when  each
selling Holder covered by such Registration Statement shall  have
received  the  copies of the supplemented or  amended  Prospectus
contemplated  by Section 6(d)(xv) hereof or shall  have  received
the Advice.

     (f)   The Company and the Guarantors may require each Holder
of  Transfer  Restricted  Securities  or  Broker-Dealer  Transfer
Restricted  Securities  as  to which any  registration  is  being
effected  to  furnish  to the Company such information  regarding
such Holder and such Holder's intended method of distribution  of
the  applicable  Transfer Restricted Securities or  Broker-Dealer
Transfer  Restricted Securities as the Company may from  time  to
time  reasonably request in writing, but only to the extent  that
such  information  is  required  in  order  to  comply  with  the
Securities Act.  Each such Holder agrees to notify the Company as
promptly  as  practicable  of (i) any  inaccuracy  or  change  in
information previously furnished by such Holder to the Company or
(ii) the occurrence of any event, in either case, as a result  of
which  any  Prospectus relating to such registration contains  or
would  contain  an untrue statement of a material fact  regarding
such  Holder or such Holder's intended method of distribution  of
the  applicable  Transfer Restricted Securities or  Broker-Dealer
Transfer  Restricted Securities or omits to  state  any  material
fact  regarding such Holder or such Holder's intended  method  of
distribution of the applicable Transfer Restricted Securities  or
Broker-Dealer  Transfer  Restricted  Securities  required  to  be
stated  therein or necessary to make the statements made therein,
in the light of the circumstances under which they were made, not
misleading  and promptly to furnish to the Company any additional
information  required  to  correct  and  update  any   previously
furnished  information or required so that such Prospectus  shall
not  contain, with respect to such Holder or the distribution  of
the  applicable  Transfer Restricted Securities or  Broker-Dealer
Transfer Restricted Securities, an untrue statement of a material
fact  or  omit  to state a material fact required  to  be  stated
therein   or  necessary  to  make  the  statements  therein   not
misleading.

SECTION 7.     REGISTRATION EXPENSES

     (a)    All  expenses  incident  to  the  Company's  and  the
Guarantors' performance of or compliance with this Agreement will
be  borne  by  the Company regardless of whether  a  Registration
Statement   becomes  effective,  including  without   limitation:
(i)  all Commission, securities exchange or NASD registration and
filing  fees and expenses (including filings made by any  Initial
Purchaser or Holder with the NASD (and, if applicable,  the  fees
and  expenses of any "qualified independent underwriter" and  its
counsel that may be required by the rules and regulations of  the
NASD));  (ii)  all fees and expenses of compliance  with  Federal
securities  and state Blue Sky or securities laws and  compliance
with  the  rules  of  the  NASD (including  reasonable  fees  and
disbursements of one counsel for Holders in connection with  Blue
Sky  and/or NASD qualification of the Exchange Notes); (iii)  all
expenses  of  printing (including printing certificates  for  the
Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services; (iv) all fees and
disbursements of counsel for the Company and the Guarantors;  (v)
all  fees  and  disbursements  of  independent  certified  public
accountants of the Company (including the expenses of any special
audit  and  comfort  letters required  by  or  incident  to  such
performance);  and (vi) the reasonable fees and disbursements  of
one  firm  of counsel designated by the Holders of a majority  in
principal amount of Transfer Restricted Securities covered by the
Registration Statement to act as counsel for the Holders of those
Transfer Restricted Securities in connection therewith.

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

     (b)  Each Holder of Transfer Restricted Securities or Broker-
Dealer  Transfer Restricted Securities, as applicable,  will  pay
all  underwriting discounts, if any, and commissions and transfer
taxes,  if  any,  relating to the disposition  of  such  Holder's
Transfer   Restricted   Securities  or   Broker-Dealer   Transfer
Restricted Securities, as applicable.

SECTION 8.     INDEMNIFICATION

     (a)   The  Company  and the Guarantors  shall,  jointly  and
severally,  indemnify and hold harmless each Holder  of  Transfer
Restricted   Securities  or  Broker-Dealer  Transfer   Restricted
Securities, its officers and employees and each Person,  if  any,
who  controls  any  such  Holders,  within  the  meaning  of  the
Securities  Act,  from  and against any loss,  claim,  damage  or
liability,  joint  or several, or any action in  respect  thereof
(including,  but  not  limited  to,  any  loss,  claim,   damage,
liability or action relating to purchases, sales and registration
of  Notes  and  Exchange Notes), to which that  Holder,  officer,
employee  or  controlling Person may become  subject,  under  the
Securities Act or otherwise, insofar as such loss, claim, damage,
liability  or  action arises out of, or is based  upon,  (i)  any
untrue  statement or alleged untrue statement of a material  fact
contained  (A)  in  any  Registration  Statement  or  preliminary
Prospectus  or  Prospectus  or  in any  amendment  or  supplement
thereto  or  (B)  in any blue sky application or  other  document
prepared  or executed by the Company or any Guarantor  (or  based
upon  any  written information furnished by the  Company  or  any
Guarantor) specifically for the purpose of qualifying any or  all
of  the  Notes  under the securities laws of any state  or  other
jurisdiction (any such application, document or information being
hereinafter  called  a  "Blue  Sky  Application");  or  (ii)  the
omission  or  alleged  omission  to  state  in  any  Registration
Statement  or  Prospectus,  or  in any  amendment  or  supplement
thereto,  or  in  any  Blue  Sky Application  any  material  fact
required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under  which  they  were
made,  not misleading; and shall reimburse each Holder  and  each
such officer, employee or controlling Person promptly upon demand
for  any  legal  or  other expenses reasonably incurred  by  that
Holder,  officer,  employee or controlling Person  in  connection
with  investigating or defending or preparing to  defend  against
any  such  loss,  claim,  damage, liability  or  action  as  such
expenses  are incurred; provided, however, that the  Company  and
the Guarantors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out
of,  or  is  based upon, any untrue statement or  alleged  untrue
statement   or  omission  or  alleged  omission   made   in   any
Registration Statement or Prospectus, or in any such amendment or
supplement, or in any Blue Sky Application, in reliance upon  and
in  conformity  with written information concerning  such  Holder
furnished  to  the  Company  by  or  on  behalf  of  any   Holder
specifically for inclusion therein; provided, further  that  with
respect  to  any such untrue statement or omission  made  in  any
preliminary Prospectus, the indemnity agreement contained in this
Section  8(a) shall not enure to the benefit of the  Holder  from
whom  the  Person asserting any such losses, claims,  damages  or
liabilities  purchased the Notes or Exchange Notes concerned  if,
to  the  extent that such sale was a sale by the Holder  and  any
such  loss, claim, damage or liability of such Holder is a result
of  the  fact  that  both (A) a copy of the  Prospectus  (or  the
Prospectus as then amended or supplemented) was not sent or given
to such Person at or prior to written confirmation of the sale of
such  Notes  or Exchange Notes to such Person and (B) the  untrue
statement or omission in the preliminary Prospectus was corrected
in   the  Prospectus  (or  the  Prospectus  as  then  amended  or
supplemented) unless such failure to deliver the Prospectus was a
result  of  noncompliance by the Company  with  Section  6(d)(ix)
hereof.  The foregoing indemnity agreement is in addition to  any
liability which the Company and the Guarantors may otherwise have
to  any  Holder or to any officer, employee or controlling Person
of that Holder.

     (b)  Each Holder, severally and not jointly, shall indemnify
and  hold  harmless  the Company, each of the  Guarantors,  their
respective directors, officers and employees, and each Person, if
any, who controls the Company or any of the Guarantors within the
meaning of the Securities Act, from and against any loss,  claim,
damage  or liability, joint or several, or any action in  respect
thereof,  to  which  the  Company, the  Guarantors  or  any  such
director, officer or controlling Person may become subject, under
the  Securities  Act or otherwise, insofar as such  loss,  claim,
damage, liability or action arises out of, or is based upon,  (i)
any  untrue  statement or alleged untrue statement of a  material
fact  contained  (A)  in any Registration Statement,  preliminary
Prospectus  or  Prospectus,  or in any  amendment  or  supplement
thereto,  or (B) in any Blue Sky Application or (ii) the omission
or  alleged  omission  to  state in any  Registration  Statement,
preliminary  Prospectus or Prospectus, or  in  any  amendment  or
supplement  thereto, or in any Blue Sky Application any  material
fact  required  to  be stated therein or necessary  to  make  the
statements therein not misleading, but in each case only  to  the
extent  that the untrue statement or alleged untrue statement  or
omission  or  alleged omission was made in reliance upon  and  in
conformity  with  written  information  concerning  such  Holders
furnished  to  the  Company  by  or  on  behalf  of  that  Holder
specifically  for  inclusion therein,  and  shall  reimburse  the
Company,  each of the Guarantors and each such director, officer,
employee  and controlling Person for any legal or other  expenses
reasonably incurred by the Company, such Guarantor or  each  such
director,  officer, employee or controlling Person in  connection
with  investigating or defending or preparing to  defend  against
any  such  loss,  claim,  damage, liability  or  action  as  such
expenses are incurred.  The foregoing indemnity agreement  is  in
addition to any liability which any Holder may otherwise have  to
the Company, any of the Guarantors or any such director, officer,
employee or controlling Person.

     (c)   Promptly after receipt by an indemnified  party  under
this Section 8 of notice of any claim or the commencement of  any
action,  the  indemnified party shall,  if  a  claim  in  respect
thereof  is to be made against the indemnifying party under  this
Section 8, notify the indemnifying party in writing of the  claim
or  the commencement of that action; provided, however, that  the
failure  to  notify the indemnifying party shall not  relieve  it
from  any liability which it may have under this Section 8 except
to  the  extent it has been materially prejudiced by such failure
and,   provided   further,  that  the  failure  to   notify   the
indemnifying party shall not relieve it from any liability  which
it  may  have to an indemnified party otherwise than  under  this
Section  8.  If any such claim or action shall be brought against
an  indemnified party, and it shall notify the indemnifying party
thereof,  the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other
similarly  notified  indemnifying party, to  assume  the  defense
thereof  with counsel reasonably satisfactory to the  indemnified
party.    After  notice  from  the  indemnifying  party  to   the
indemnified party of its election to assume the defense  of  such
claim  or  action, the indemnifying party shall not be liable  to
the indemnified party under this Section 8 for any legal or other
expenses  subsequently  incurred  by  the  indemnified  party  in
connection  with the defense thereof other than reasonable  costs
of  investigation; provided, however, any indemnified party shall
have the right to employ separate counsel in any such action  and
to  participate in the defense thereof but the fees and  expenses
of  such counsel shall be at the expense of the indemnified party
unless  (i)  the employment of such counsel has been specifically
authorized  by the indemnifying party in writing,  or  (ii)  such
indemnified  party shall have been advised by such  counsel  that
there may be one or more legal defenses available to it which are
different   from  or  additional  to  those  available   to   the
indemnifying party and in the reasonable judgment of such counsel
it  is  advisable  for such indemnified party to employ  separate
counsel or (iii) the indemnifying party has failed to assume  the
defense of such action and employ counsel reasonably satisfactory
to  the  indemnified  party, in which case, if  such  indemnified
party  notifies the indemnifying party in writing that it  elects
to  employ  separate counsel at the expense of  the  indemnifying
party,  the indemnifying party shall not, in connection with  any
one  such action or separate but substantially similar or related
actions  in the same jurisdiction arising out of the same general
allegations  or circumstances, be liable for the reasonable  fees
and  expenses  of  more than one separate firm of  attorneys  (in
addition  to  one  local  counsel)  at  any  time  for  all  such
indemnified parties, which firm shall be designated in writing by
(i)  Lehman  Brothers Inc. if the indemnified parties under  this
Section  8  consist of either Initial Purchaser or any  of  their
respective officers, employees or controlling Persons, or (ii) by
the  Company,  if the indemnified parties under  this  Section  8
consist  of  the Company, any of the Guarantors or any  of  their
respective directors, officers, employees or controlling Persons.
No indemnifying party shall (i) without the prior written consent
of   the   indemnified  parties  (which  consent  shall  not   be
unreasonably  withheld), settle or compromise or consent  to  the
entry  of  any judgment with respect to any pending or threatened
claim,   action,   suit  or  proceeding  in  respect   of   which
indemnification or contribution may be sought hereunder  (whether
or not the indemnified parties are actual or potential parties to
such  claim  or  action)  unless such settlement,  compromise  or
consent  includes  an unconditional release of  each  indemnified
party from all liability arising out of such claim, action,  suit
or  proceeding, or (ii) be liable for any settlement of any  such
action effected without its written consent (which consent  shall
not be unreasonably withheld), but if settled with the consent of
the  indemnifying party or if there be a final  judgment  of  the
plaintiff  in any such action, the indemnifying party  agrees  to
indemnify  and  hold  harmless any  indemnified  party  from  and
against  any  loss or liability by reason of such  settlement  or
judgment.

     (d)   If the indemnification provided for in this Section  8
shall  for any reason be unavailable to or insufficient  to  hold
harmless  an  indemnified party under Section  8(a)  or  8(b)  in
respect of any loss, claim, damage or liability, or any action in
respect  thereof,  referred to therein,  then  each  indemnifying
party  shall,  in  lieu of indemnifying such  indemnified  party,
contribute  to  the  amount paid or payable by  such  indemnified
party  as  a result of such loss, claim, damage or liability,  or
action  in  respect thereof, (i) in such proportion as  shall  be
appropriate  to  reflect the relative benefits  received  by  the
Company  and the Guarantors, on the one hand, and the Holders  on
the other, from the sale of the Transfer Restricted Securities or
Broker-Dealer  Transfer Restricted Securities, as applicable,  or
(ii)  if  the  allocation provided by clause  (i)  above  is  not
permitted by applicable law, in such proportion as is appropriate
to  reflect not only the relative benefits referred to in  clause
(i)  above  but  also the relative fault of the Company  and  the
Guarantors,  on  the one hand and the Holders on the  other  with
respect  to  the statements or omissions which resulted  in  such
loss,  claim, damage or liability, or action in respect  thereof,
as  well  as  any  other relevant equitable considerations.   The
relative  fault shall be determined by reference to  whether  the
untrue or alleged untrue statement of a material fact or omission
or   alleged  omission  to  state  a  material  fact  relates  to
information supplied by the Company or any of the Guarantors,  on
the  one  hand, or the Holders, on the other hand, the intent  of
the  parties  and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The  Company, the Guarantors and the Holders agree that it  would
not  be  just  and  equitable if contributions pursuant  to  this
Section  8(d) were to be determined by pro rata allocation  (even
if the Holders were treated as one entity for such purpose) or by
any  other method of allocation which does not take into  account
the equitable considerations referred to herein.  The amount paid
or  payable  by  an indemnified party as a result  of  the  loss,
claim,  damage  or  liability,  or  action  in  respect  thereof,
referred to above in this Section shall be deemed to include, for
purposes  of  this  Section 8(d), any  legal  or  other  expenses
reasonably incurred by such indemnified party in connection  with
investigating   or   defending  any   such   action   or   claim.
Notwithstanding  the provisions of this Section 8(d),  no  Holder
shall  be  required to contribute any amount  in  excess  of  the
amount  by  which the net proceeds received by it  in  connection
with  its  sale of Notes exceeds the amount of any damages  which
such  Holder has otherwise paid or become liable to pay by reason
of  the untrue or alleged untrue statement or omission or alleged
omission.   No  Person  guilty  of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of
such  fraudulent misrepresentation.  The Holders' obligations  to
contribute as provided in this Section 8(d) are several  and  not
joint.

SECTION 9.     RULE 144A

     The  Company  and  each Guarantor hereby  agrees  with  each
Holder  of  Transfer Restricted Securities, during any period  in
which the Company or such Guarantor is not subject to Section  13
or 15(d) of the Exchange Act within the two-year period following
the  Closing  Date,  and  each Holder of  Broker-Dealer  Transfer
Restricted Securities, for so long as any Broker-Dealer  Transfer
Restricted  Securities remain outstanding, to make  available  to
any  Holder or beneficial owner of Transfer Restricted Securities
or any Holder of Broker-Dealer Transfer Restricted Securities, in
connection with any sale thereof and any prospective purchaser of
such  Transfer  Restricted Securities or  Broker-Dealer  Transfer
Restricted  Securities from such Holder or beneficial owner,  the
information required by Rule 144A(d)(4) under the Securities  Act
in order to permit resales of such Transfer Restricted Securities
or  Broker-Dealer Transfer Restricted Securities pursuant to Rule
144A.

SECTION 10.    PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

     No  Holder  may participate in any Underwritten Registration
hereunder  unless  such Holder (a) agrees to sell  such  Holder's
Transfer   Restricted   Securities  or   Broker-Dealer   Transfer
Restricted  Securities, as applicable, on the basis  provided  in
any  underwriting  arrangements approved by the Persons  entitled
hereunder  to  approve such arrangements and  (b)  completes  and
executes  all  reasonable  questionnaires,  powers  of  attorney,
indemnities, underwriting agreements, lock-up letters  and  other
documents   required  under  the  terms  of   such   underwriting
arrangements.

SECTION 11.    SELECTION OF UNDERWRITERS

     The Holders of Transfer Restricted Securities covered by the
Shelf  Registration Statement who desire to do so may  sell  such
Transfer  Restricted  Securities in an Underwritten  Offering  at
such  Holders'  expense.  In any such Underwritten Offering,  the
investment  banker or investment bankers and manager or  managers
that will administer the offering will be selected by the Holders
of  a  majority  in aggregate principal amount  of  the  Transfer
Restricted  Securities included in such offering; provided,  that
such   investment  bankers  and  managers  must   be   reasonably
satisfactory to the Company.

SECTION 12.    MISCELLANEOUS

     (a)   Remedies.  The Company and the Guarantors  agree  that
monetary  damages (including Additional Interest ) would  not  be
adequate compensation for any loss incurred by reason of a breach
by  it  of  the provisions of this Agreement and hereby agree  to
waive  the defense in any action for specific performance that  a
remedy at law would be adequate.

     (b)   No  Inconsistent Agreements.  Neither the Company  nor
any Guarantor will, on or after the date of this Agreement, enter
into  any  agreement  with  respect to  its  securities  that  is
inconsistent  with  the rights granted to  the  Holders  in  this
Agreement  or  otherwise  conflicts with the  provisions  hereof.
Except as disclosed in the Final Offering Memorandum, neither the
Company  nor  any  Guarantor  has  previously  entered  into  any
agreement  granting any registration rights with respect  to  its
securities  to  any Person.  The rights granted  to  the  Holders
hereunder  do  not  in  any  way  conflict  with  and   are   not
inconsistent  with  the  rights granted to  the  holders  of  the
Company's  or  any Guarantor's securities under any agreement  in
effect on the date hereof.

     (c)   Adjustments Affecting the Notes. The Company  and  the
Guarantors  will  not take any action, or permit  any  change  to
occur,  with  respect  to  the Notes that  would  materially  and
adversely  affect  the ability of the Holders to  Consummate  any
Exchange Offer.

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

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

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

          (ii) if to the Company or the Guarantors:
               Blount, Inc.
               4520 Executive Park Drive
               Montgomery, Alabama 36116-1602
               Attention:  Richard H. Irving, III
               (Fax:  334-271-8177)
               and John M. Panettiere
               (Fax:  334-271-8177)

               with a copy to:

               Cravath, Swaine & Moore
               Worldwide Plaza
               825 Eighth Avenue
               New York, New York 10019
               Attention:  Kris F. Heinzelman
               (Fax:  212-474-3700)

     Any such notices and communications shall take effect at the
time  of receipt thereof.  The Company shall be entitled  to  act
and  rely upon any notice or communication given or made  by  the
Initial Purchaser.

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

     (f)  Successors and Assigns.  This Agreement shall inure  to
the benefit of and be binding upon the successors and assigns  of
each of the parties, including without limitation and without the
need  for an express assignment, subsequent Holders or Restricted
Broker-Dealers; provided, however, that this Agreement shall  not
inure  to the benefit of or be binding upon a successor or assign
of  a  Holder unless and to the extent such successor  or  assign
acquired Transfer Restricted Securities or Broker-Dealer Transfer
Restricted Securities from such Holder.

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

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

     (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

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

                    [Signature pages follow]


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

                              Very truly yours,

                              BLOUNT, INC.


                              By:________________________________
                                Name:
                                Title:


                              BLOUNT INTERNATIONAL, INC.


                              By:________________________________
                                Name:
                                Title:


                              BI HOLDINGS CORP.


                              By:________________________________
                                Name:
                                Title:


                              BENJAMIN F. SHAW COMPANY


                              By:________________________________
                                Name:
                                Title:


                              BI, L.L.C.

                                   By:  Blount, Inc. as Member
                                       of BI, L.L.C.

                                   By:___________________________
                                     Name:
                                     Title:

                                   By:  BI Holdings Corp. as
                                        Member of BI, L.L.C.

                                   By:___________________________
                                     Name:
                                     Title:


                              BLOUNT DEVELOPMENT CORP.


                              By:________________________________
                                Name:
                                Title:


                              OMARK PROPERTIES, INC.


                              By:________________________________
                                Name:
                                Title:


                              4520 CORP., INC.


                              By:________________________________
                                Name:
                                Title:


                              GEAR PRODUCTS, INC.


                              By:________________________________
                                Name:
                                Title:


                              DIXON INDUSTRIES, INC.


                              By:________________________________
                                Name:
                                Title:


                              FREDERICK MANUFACTURING CORPORATION


                              By:________________________________
                                Name:
                                Title:


                              FEDERAL CARTRIDGE COMPANY


                              By:________________________________
                                Name:
                                Title:


                              SIMMONS OUTDOOR CORPORATION


                              By:________________________________
                                Name:
                                Title:


                              MOCENPLAZA DEVELOPMENT CORP.


                              By:________________________________
                                Name:
                                Title:

                              CTR MANUFACTURING, INC.


                              By:________________________________
                                Name:
                                Title:


Accepted:

Lehman Brothers Inc.


By:________________________________
  Name:
  Title:




                                                          Annex A



          Counterpart To Registration Rights Agreement


     The   undersigned  hereby  absolutely,  unconditionally  and
irrevocably agrees (as a "Guarantor") to use its best efforts  to
include  its Guarantee in any Registration Statement required  to
be  filed  by  the  Company and the Guarantors  pursuant  to  the
Registration Rights Agreement, dated as of August 19,  1999  (the
"Registration  Rights Agreement") by and among  Blount,  Inc.,  a
Delaware  corporation, the guarantors named  therein  and  Lehman
Brothers Inc.; to use its best efforts to cause such Registration
Statement  to  become effective as specified in the  Registration
Rights  Agreement; and to otherwise be bound  by  the  terms  and
provisions of the Registration Rights Agreement.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this
Counterpart as of _________, [_____].

                              [NAME]



                              By:________________________________
                                 Name:
                                 Title:

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