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                                                                   EXHIBIT 10.45


                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of February 20, 1997, by and between GARGOYLES, INC., a Washington
corporation (the "Company"), and TRILLIUM INVESTORS II, L.L.C., a Washington
limited liability Company (the "Trillium Investors II").

                                    RECITALS

A. Trillium Investors II owns, as of the date of this Agreement, 2,065,031
shares of the Company's Common Stock (the "Shares"). Trillium Investors II is
majority-owned and managed by Trillium Corporation, a Washington corporation
("Trillium").

B. Erik Andersen, Trillium CEO, is serving as Chairman of the Board of the
Company, and Timothy C. Potts, Trillium Senior VP Finance, is also serving on
the Board of the Company. Neither Mr. Anderson, nor Mr. Potts, nor Trillium are
compensated for their services to the Company.

C. In consideration of the services rendered by Mr. Anderson and Mr. Potts to
the Company, and to induce Trillium Investors II to sell its Shares in a
registered offering rather than in small sales on the market pursuant to Rule
144 of the Securities Act, the Company wishes to grant registration rights to
Trillium Investors II.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1. CERTAIN DEFINITIONS

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

                  (a) "Commission" shall mean the United States Securities and
Exchange Commission or any other United States federal agency at the time
administering the Securities Act.

                  (b) "Form S-3" shall mean Form S-3 issued by the Commission or
any substantially similar form then in effect.
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                  (c) "Shareholder(s)" shall mean Trillium Investors II holding
outstanding Registrable Securities which have not been sold to the public,
and/or an assignee or transferee of registration rights from Trillium Investors
II as permitted by Section 8.

                  (d) "Hauff Agreement" shall mean that certain Registration
Rights Agreement entered into as of February 20, 1997, by and between the
Company and Douglas B. Hauff, President and CEO of the Company.

                  (e) "Hauff Shareholder(s)" shall mean Douglas B. Hauff and any
assignees or transferees pursuant to the Hauff Agreement.

                  (f) "Initiating Shareholder" shall have the meaning set forth
in subsection 2.1.

                  (g) "Register," "Registered" and "Registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (the "Registration Statement"), and the
declaration or ordering of the effectiveness of such Registration Statement.

                  (h) "Registrable Securities" shall mean the Shares held by the
Shareholder and any Common Stock of the Company issued or issuable in respect of
the Shares or other securities issued or issuable with respect to the Shares
upon any stock split, stock dividend, recapitalization or similar event, or any
Common Stock otherwise issued or issuable with respect to the Shares; provided,
however, that shares of Common Stock or other securities shall only be treated
as Registrable Securities if and so long as they have not been (A) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction, or (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(l) thereof so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale.

                  (i) "Registration Expenses" shall mean all expenses incurred
by the Company in complying with Section 2 or Section 3, including, without
limitation, all federal and state registration, qualification, and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, and the expense of any special audits incident to or required
by any such registration.

                  (j) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.


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                  (k) "Selling Expenses" shall mean all underwriting discounts
and selling commissions applicable to the sale of Registrable Securities
pursuant to this Agreement.

         SECTION 2. DEMAND REGISTRATION

                  2.1 REQUEST FOR REGISTRATION ON FORMS OTHER THAN FORM S-3

         Subject to the remainder of this Agreement, if the Company receives
from the Shareholder of Registrable Securities (the "Initiating Shareholder") a
written request that the Company effect a Registration with respect to all or a
part of the Registrable Securities on a form other than Form S-3 for an
underwritten offering of at least 20% of the then outstanding Registrable
Securities having a reasonably anticipated aggregate offering price to the
public equal to or greater than $5,000,000 (U.S.), the Company shall (i)
promptly give written notice of the proposed Registration to all Shareholders
and to all Hauff Shareholders and shall (ii) as soon as practicable, use its
diligent best efforts to effect the prompt Registration of the Registrable
Securities specified in such request, together with any Registrable Securities
(subject to the limitations of Section 2, hereof) of any Shareholder or Hauff
Shareholder joining in such request that are specified in a written request
given within 20 days after delivery of written notice from the Company. The
Company shall not be obligated to take any action to effect any such
registration pursuant to this subsection 2.1 (i) within six months after the
effective date of a Registration initiated by the Company, (ii) within six
months after the effective date of a Registration initiated by the Hauff
Shareholders pursuant to the Hauff Agreement in which Registration the
Shareholder was not excluded from participation pursuant to Section 2.4.4 of
this Agreement or the Hauff Agreement or (iii) after the Company has effected
two such Registrations pursuant to this subsection 2.1 and such Registrations
shall have been declared effective (the "First Demand Registration" and the
"Second Demand Registration", collectively, the "Demand Registrations").

                  2.2 REQUEST FOR REGISTRATION ON FORM S-3

         Subject to this Agreement, if the Company receives from the Shareholder
a written request that the Company effect any Registration on Form S-3, at a
time when the Company is eligible to register securities on Form S-3, for an
offering by the Shareholders of at least 20% of the then outstanding Registrable
Securities having a reasonably anticipated aggregate offering price to the
public equal to or greater than $5,000,000 (U.S.), the Company will promptly
give written notice of the proposed Registration to all the Shareholders and
Hauff Shareholders and will as soon as practicable use its diligent best efforts
to effect Registration of the Registrable Securities specified in such request
together with all or such portion of the Registrable Securities of any other
Shareholder joining in such request as are


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specified in a written request delivered to the Company within 20 days after
written notice from the Company of the proposed Registration. The Company shall
be obligated to effect registration under this subsection 2.2 once in any
12-month period, not to exceed four (4) requests for the term of this Agreement,

                  2.3 RIGHT OF DEFERRAL OF REGISTRATION; NO SALES DURING
                      BLACKOUT PERIODS

         The Company shall not be obligated to effect any registration,
qualification or compliance pursuant to section 2 hereof, if:

                  (i) the Company shall furnish to the Initiating Shareholder a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, it would be detrimental
to the Company for any Registration requested under subsection 2.1 or 2.3 of
this Agreement to occur at the time the request is received, the Company shall
have the right, exercisable in the aggregate of 180 days in any 12-month period,
to defer the filing of a Registration Statement with respect to such offering
for a period of not more than 180 days from delivery of the request of the
Initiating Shareholder;

                  (ii) the Company shall furnish to the Shareholder a
certificate signed by the President of the Company stating that the Company
intends within 90 days of the date of such certificate to file a registration
statement for the public offering of securities of the Company to the general
public, in which event the Shareholder shall be entitled to participate to the
fullest extend they desire pursuant to Section 3 hereof; or

                  (iii) the Company, within the 12-month period preceding the
date of such request, has effected a registration of securities in which the
Shareholders of Registrable Securities requesting registration were entitled to
participate to the fullest extent they desired pursuant to Section 3.

         In addition, no sales of Registrable Securities shall be made by any
Shareholder who is subject to the Company's insider trading policies during any
blackout periods proscribed by such policy.

                  2.4 UNDERWRITING IN DEMAND REGISTRATION

                           2.4.1 NOTICE OF UNDERWRITING

         If the Shareholder intends to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 2, and the
Company shall include such information in the written notice referred to in
section 2. The right of the Shareholder to Registration pursuant to this Section
2 shall be conditioned upon


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the Shareholder's agreement to participate in such underwriting and the
inclusion of the Shareholder's Registrable Securities in the underwriting.

                           2.4.2 SELECTION OF UNDERWRITER IN DEMAND REGISTRATION

         The Company shall (together with all holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
with the representative (the "Underwriter's Representative") of the underwriter
or underwriters selected for such underwriting jointly by a majority of the
Registrable Securities being registered by the Initiating Shareholder and the
Company.

                           2.4.3 INCLUSION OF OTHER SHAREHOLDERS IN DEMAND
                                 REGISTRATION

         If the officers or directors of the Company holding Common Stock other
than Registrable Securities request inclusion in such Registration, or if
holders of securities other than Registrable Securities request and are legally
entitled to inclusion in such Registration, the Initiating Shareholder shall
offer to such officers or directors and such holders of securities other than
Registrable Securities that such securities other than Registrable Securities be
included in the underwriting and may condition such offer on the acceptance by
such persons of the terms of this Section 2, Section 4 and Section 7.

                           2.4.4 INCLUSION OF THE COMPANY'S SECURITIES IN DEMAND
                                 REGISTRATION

         If the underwriter has not limited the number of Registrable Securities
or other securities to be underwritten, the Company may include securities for
its own account in such registration and underwriting if the underwriter so
agrees and if the number of Registrable Securities and other securities which
would otherwise have been included in such Registration and underwriting will
not thereby be limited.

                           2.4.5 MARKETING LIMITATION IN DEMAND REGISTRATION

         If the Underwriter's Representative advises the Initiating Shareholder
in writing that market factors require a limitation of the number of shares to
be underwritten, the Initiating Shareholder shall so advise all Shareholders and
Hauff Shareholders who have elected to participate in such Registration, and
holders of securities which, pursuant to subsection 2.4, would otherwise be
underwritten pursuant to this subsection 2.4, and the number of shares of such
securities that may be included in the Registration and underwriting shall be
allocated first to the Initiating Shareholder, and then among the Company and
all remaining holders thereof in proportion, as nearly as practicable, to the
respective amounts of securities held by such holders at the time of filing the
Registration Statement.



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Other holders with rights to participation in the Registration pursuant to this
Agreement or the Hauff Agreement shall have the right to participate in the
Registration hereunder only to the extent that such participation does not
preclude the Initiating Shareholder from registering in such Registration the
total number of Registrable Securities the Initiating Shareholder requests in
such notification.

                           2.4.6 RIGHT OF WITHDRAWAL IN DEMAND REGISTRATION

         If any Shareholder of Registrable Securities, or a holder of other
securities entitled (upon request) to be included in such Registration,
disapproves of the terms of the underwriting, such person may elect to withdraw
therefrom by written notice to the Company, the underwriter, and the Initiating
Shareholder delivered at least one day before the effective date of the
Registration Statement. The securities so withdrawn shall also be withdrawn from
the Registration Statement.

                  2.5 BLUE SKY IN DEMAND REGISTRATION

         In the event of any Registration pursuant to this Section 2, the
Company will exercise its best efforts to Register and qualify the securities
covered by the Registration Statement under such other securities or "blue sky"
laws of such jurisdictions as shall be requested by the Underwriter's
Representative and reasonably appropriate for the distribution of such
securities; provided, however, that (i) the Company shall not be required to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act, (ii) the
Company shall not be required to Register or qualify the securities covered by
the Registration Statement in any jurisdiction which requires, as a condition of
such Registration or qualification, escrow of securities of the Company held by
founders, officers, directors or employees of the Company, and (iii)
notwithstanding anything in this Agreement to the contrary, in the event any
jurisdiction in which the securities shall be qualified imposes a nonwaivable
requirement that expenses incurred in connection with the qualification of the
securities be borne by selling shareholders, such expenses shall be payable pro
rata by the selling shareholders.

         SECTION 3. PIGGYBACK REGISTRATION

                  3.1 NOTICE OF PIGGYBACK REGISTRATION AND INCLUSION OF
                      REGISTRABLE SECURITIES

         Subject this Agreement, if the Company decides to Register any of its
Common Stock (either for its own account or the account of a security holder or
holders exercising their respective demand registration rights) in connection
with a sale to the public for cash on a form that would be suitable for a
registration



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involving Registrable Securities, the Company will (i) promptly give the
Shareholders written notice thereof and (ii) include in such Registration (and
any related qualification under state securities or "blue sky" laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request delivered to the Company by any
Shareholder within 20 days after delivery of such written notice from the
Company. In addition, the Company shall have no obligation to register any
Registrable Securities on behalf of the Shareholder pursuant to this subsection
3.1 unless such securities have a reasonably anticipated aggregate offering
price to the public equal to or greater than $100,000 (U.S.).

                  3.2 UNDERWRITING IN PIGGYBACK REGISTRATION

                           3.2.1 NOTICE OF UNDERWRITING IN PIGGYBACK
                                 REGISTRATION

         If the Registration of which the Company gives notice is for a
Registered public offering involving an underwriting, the Company shall so
advise the Shareholder as a part of the written notice given pursuant to
subsection 3.1. In such event the right of any Shareholder to Registration shall
be conditioned upon such underwriting and the inclusion of such Shareholder's
Registrable Securities in such underwriting to the extent provided in this
Section 3. The Shareholder proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders distributing
their securities through such underwriting) enter into an underwriting agreement
with the Underwriter's Representative for such offering.

                           3.2.2 MARKETING LIMITATION IN PIGGYBACK REGISTRATION

         If the Underwriter's Representative advises the Company that market
factors require a limitation of the number of shares to be underwritten, the
Underwriter's Representative may (subject to the allocation priority set forth
in subsection 3.2.3) exclude those Registrable Securities from the Registration.

                           3.2.3 ALLOCATION OF SHARES IN PIGGYBACK REGISTRATION

         If the Underwriter's Representative limits the number of shares to be
included in a Registration pursuant to subsection 3.2.2, the number of shares
that may be included in the Registration and underwriting shall be allocated
first to the Company and then among all other holders thereof in proportion, as
nearly as practicable, to the respective amounts of securities (including
Registrable Securities) which such holders, absent any such limitation, would
otherwise be entitled to include in such Registration.




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                           3.2.4 WITHDRAWAL IN PIGGYBACK REGISTRATION

         If any Shareholder of Registrable Securities, or a holder of other
securities entitled (upon request) to be included in such Registration
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company and the underwriter
delivered at least one day prior to the effective date of the Registration
Statement. The Registrable Securities so withdrawn shall also be withdrawn from
the Registration Statement.

                  3.3 BLUE SKY IN PIGGYBACK REGISTRATION

         In the event of any Registration of Registrable Securities pursuant to
this Section 3, the Company will exercise its best efforts to register and
qualify the securities covered by the Registration Statement under such other
securities or "blue sky" laws of such jurisdictions as shall be requested by the
Underwriter's Representative and reasonably appropriate for the distribution of
such securities; provided, however, that (i) the Company shall not be required
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions and (ii) notwithstanding anything in this
Agreement to the contrary, in the event any jurisdiction in which the securities
shall be qualified imposes a nonwaivable requirement that expenses incurred in
connection with the qualification of the securities be borne by selling
shareholders, such expenses shall be payable pro rata by selling shareholders.

                  3.4 RIGHT TO TERMINATE COMPANY REGISTRATION

         The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 3 prior to the effectiveness of
such registration, whether or not any Shareholder has elected to include
securities to such registration. Notwithstanding the rights given to the
Shareholder under this Agreement, under no circumstances shall the Shareholder
or other holder participating in any Registration under this Section 3 have the
right to delay or enjoin any Company Registration.

         SECTION 4. EXPENSES OF REGISTRATION

         All Registration Expenses incurred in connection with all Registrations
pursuant to Section 2 shall be borne by the Shareholder and any other holder of
Registrable Securities Registered pro rata on the basis of the number of Shares
Registered. All Registration Expenses incurred pursuant to Section 3 shall be
borne by the Company and the Shareholder and any other holder of securities
Registered pro rata on the basis of the number of Shares Registered. All Selling
Expenses shall be borne by the Shareholder of the securities Registered and any
other holder of


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Registrable Securities Registered pro rata on the basis of the number of shares
Registered.

         SECTION 5. REGISTRATION PROCEDURES

         The Company will keep the Shareholder whose Registrable Securities are
included in any Registration pursuant to this Agreement advised as to the
initiation and completion of such Registration. Pursuant to the provisions of
Section 2 or 3, as applicable, the Company will: (i) use its best efforts to
keep such Registration effective for a period of 120 days or until the
Shareholder or Shareholders have completed the distribution described in the
Registration Statement relating thereto, whichever first occurs; and (ii)
furnish such number of prospectuses (including preliminary prospectuses) and
other documents as a Shareholder from time to time may reasonably request.

         SECTION 6. INFORMATION FURNISHED BY SHAREHOLDER

         It shall be a condition precedent to the Company's obligations under
this Agreement that the Shareholder of Registrable Securities included in any
Registration furnish to the Company such information regarding such Shareholder
and the distribution proposed by such Shareholder as the Company may reasonably
request.

         SECTION 7. INDEMNIFICATION

                  7.1 THE COMPANY'S INDEMNIFICATION OF SHAREHOLDERS

         To the extent permitted by law, the Company will indemnify the
Shareholder, each of its officers, directors and constituent partners, and each
person controlling such Shareholder, with respect to which qualification or
compliance of Registrable Securities has been effected pursuant to this
Agreement, and each underwriter, if any, and each person who controls any
underwriter against all claims, losses, damages, and liabilities (or actions in
respect thereof) to the extent such claims, losses, damages, or liabilities
arise out of or are based upon any untrue statement (or alleged untrue
statement) of a material fact contained in any such Registration Statement,
prospectus, offering circular or other document or upon any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required of the
Company in connection with any such Registration, qualification, or compliance.
The Company will reimburse the Shareholder, each of its officers, directors and
constituent partners, each such underwriter, and each person who controls any
such Shareholder or underwriter, for any legal and any other expenses reasonably



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incurred in connection with investigating or defending any such claim, loss,
damage, liability, or action; provided, however, that the indemnity contained in
this subsection 7.1 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability, or action if settlement is effected without the
consent of the Company (which consent shall not unreasonably be withheld) and
provided, further, that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by such Shareholder, underwriter, or controlling person
and stated to be for use in connection with the offering of securities of the
Company; provided, however, that the obligations of the Company hereunder shall
be limited to an amount equal to the proceeds of the Registrable Securities sold
in such Registration, qualification or compliance.

                  7.2 SHAREHOLDER'S INDEMNIFICATION OF THE COMPANY

         To the extent permitted by law, each Shareholder will, if Registrable
Securities held by such Shareholder are included in the securities as to which
such Registration, qualification or compliance is being effected pursuant to
this Agreement, indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such a Registration
Statement, each person who controls the Company or such underwriter within the
meaning of the Securities Act, against all claims, losses, damages, and
liabilities (or actions in respect thereof) to the extent such claims, losses,
damages or liabilities arise out of or are based upon any untrue statement (or
alleged untrue statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular, or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
a Shareholder of any rule or regulation promulgated under the Securities Act
applicable to such Shareholder and relating to action or inaction required of
the Shareholder in connection with any such Registration, qualification, or
compliance. The Shareholder will reimburse the Company, and each of its
directors, officers, partners, control persons, or underwriters for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, or action, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission (or alleged omission) is made in such Registration
Statement, prospectus, offering circular, or other document in reliance upon and
in conformity with written information furnished to the Company by such
Shareholder and stated to be specifically for use in connection with the
offering of securities of the Company; provided, however, that the obligations
of the Shareholder hereunder shall be limited to an amount equal to the proceeds
to the


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Shareholder of Registrable Securities sold in such Registration, qualification
or compliance.

                  7.3 INDEMNIFICATION PROCEDURE

         Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof
and generally summarize such action. The indemnifying party shall have the right
to participate in and to assume the defense of such claim; provided, however,
that the indemnifying party shall be entitled to select counsel for the defense
of such claim with the approval of any parties entitled to indemnification,
which approval shall not be unreasonably withheld. In the event that the
indemnifying party elects to assume the defense of any such suit and retain such
counsel and if the indemnified party reasonably determines that a conflict
exists between the indemnifying party and the indemnified party in such defense,
the indemnifying party shall pay the reasonable fees and expenses of one
additional counsel with respect to each such suit retained by the indemnified
party selected by the indemnified party (which selection shall be made by a
majority in interest of the indemnifying Shareholder in the case of the
Shareholder) and reasonably satisfactory to the indemnifying party. The failure
to notify an indemnifying party promptly of the commencement of any such action,
if prejudicial to the ability of the indemnifying party to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 7, but the omission so to notify the indemnifying party will
not relieve such party of any liability that such party may have to any
indemnified party otherwise than under this Section 7.

         SECTION 8. TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

         The rights to cause the Company to Register securities granted by the
Company under this Agreement may be assigned by a Shareholder to a transferee or
assignee of any Registrable Securities who shall acquire at least 500,000 of the
shares of Registrable Securities. Notwithstanding any other provision of this
Agreement, the rights of the Shareholder pursuant to the First Demand Right, to
cause the Company to Register Registrable Securities under this Agreement shall
terminate in all respects on December 31, 1998. The rights of the Shareholder
pursuant to the Second Demand Right and any other rights to cause the Company to
Register Registrable Securities under this Agreement shall continue indefinitely
until termination of this Agreement. This Agreement shall terminate when the
Shareholder no longer owns sufficient shares of Registrable Securities to make a
demand under Section 2 of this Agreement.


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         SECTION 9. SUCCESSORS AND ASSIGNS

         Subject to the limitations of Section 8 hereof, this Agreement shall
bind and inure to the benefit of the Company, the Shareholder and its respective
successors and assigns.

         SECTION 10. LOCK-UP AGREEMENT

         If requested by an underwriter of a Company Registration, the
Shareholder shall agree not to sell or otherwise transfer or dispose (other than
to assignees who agree to be similarly bound) of any Registrable Securities for
up to ten (10) days prior to the estimated effective date of a Registration
Statement of the Company or 180 days following the effective date of a
Registration Statement of the Company filed under the Securities Act; provided,
however, that all officers and directors of the Company and all other persons
holding registration rights under this Agreement, the Hauff Agreement, or
otherwise enter into similar agreements. To enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Registrable
Securities (and all other securities subject to registration rights) until the
end of such period.

         SECTION 11. ENTIRE AGREEMENT

         This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior arrangements and
understandings with respect thereto.

         SECTION 12. NOTICES

         All notices, requests, consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered or certified mail,
postage prepaid, addressed to such party at the address set forth below, or such
other address as may hereafter be designated in writing by the addressee to the
addressor listing all parties. Notice given in accordance with this Section 11
shall be effective upon receipt or when receipt is refused.

                  (a)  If to the Company:

                       Gargoyles, Inc.
                       5866 South 194th Street
                       Kent, WA  98032
                       Attention:  President

                  (b)  If to the Shareholder, at the address set forth on
                       Schedule A hereto.


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         SECTION 13. CHANGES

         The terms and provisions of this Agreement may not be modified or
amended, or any of the provisions hereof waived, temporarily or permanently,
except pursuant to the written consent of the Company and the shareholders of
66-2/3% of the Registrable Securities then outstanding.

         SECTION 14. COUNTERPARTS

         This Agreement may be executed in any number of counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement.

         SECTION 15. HEADINGS

         The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

         SECTION 16. GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of the state of Washington.




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         IN WITNESS WHEREOF, the undersigned have executed this Registration
Rights Agreement as of the date set forth above.

                  Company:  GARGOYLES, INC.



                            By: /s/ Douglas Hauff
                            Douglas Hauff, President & CEO



         Shareholder:       TRILLIUM INVESTORS II, L.L.C.

                            By: Trillium Corporation, a Washington
                                corporation, its Manager



                            By /s/ Steven Brinn
                            Its Member, Management Committee

                            Address: 4350 Cordata Parkway,
                                     Bellingham, WA 98226



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