EXHIBIT 10.34


               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


     AMENDED AND RESTATED  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") made
as of January 1, 1999 by and between  JANUS  AMERICAN  GROUP,  INC.,  a Delaware
corporation  ("the  "Corporation")  ("Seller")  and LOUIS S. BECK, an individual
(the "Shareholder").

                                    Recitals:

     A. As a result of the closing of the  transactions  contemplated by (i) the
Asset Purchase  Agreement dated April 23, 1997 (the "Asset Purchase  Agreement")
by and among the  Corporation,  Beck Yeaggy of Ohio,  Inc.,  Motel Associates of
Westerville,  Inc.,  Harry Yeaggy and the Shareholder and (ii) the Agreement and
Plan of Merger dated April 23, 1997 (the "1997 Merger  Agreement";  and together
with the Asset  Purchase  Agreement,  the "1997  Acquisition  Agreements"),  the
Shareholder became the holder of Registrable Securities (defined below).

     B. As a result of the closing of the transactions contemplated by the Asset
Purchase and Agreement and Plan of Merger dated as of January 1, 1999 (the "1999
Acquisition  Agreement"),  the Shareholder  will become the holder of additional
Registrable Securities.

     C. It is a condition precedent to the closing of the transactions under the
1999 Acquisition  Agreement that the Corporation and the Shareholder  enter into
this  Agreement,  which amends and restates the  Registration  Rights  Agreement
dated April 23, 1997.

     NOW,  THEREFORE,  the  parties  intending  to be  legally  bound,  agree as
     follows:

     1.   Definitions. For purposes of this Agreement, the following definitions
          shall apply:

     (i) The  terms  "register,"  "registered,"  and  "registration"  refer to a
registration  under Section 5 of the Federal  Securities Act of 1933, as amended
(the "Act") effected by preparing and filing a registration statement or similar
document  in  compliance  with the  Act,  and the  declaration  or  ordering  of
effectiveness of such registration  statement,  document or amendment thereto by
the United States Securities and Exchange Commission ("SEC");

     (ii) The term "Common  Stock" means the  Corporation's  common  stock,  par
value $.01 per share;

     (iii) The term  "Preferred  Stock"  means the  shares of the  Corporation's
Series B Preferred  Stock  issued  under the terms of the Merger  Agreement  and
issuable under the terms of the 1999 Acquisition Agreement;

     (iv)  The  term  "Shareholder   Common  Stock"  means  the  shares  of  the
Corporation's  Common  Stock  issued  under  the  terms of the 1997  Acquisition
Agreements; and

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     (v) The term  "Registrable  Securities"  means the Preferred  Stock and the
Shareholder Common Stock collectively;

     2. Demand Registration Request as to the Preferred Stock. (a) On a one time
basis,  at any time, the  Shareholder may deliver to the Corporation a notice to
the effect that the  Shareholder  desires to have all, but not less than all, of
the Preferred Stock registered under the Act (a "Preferred  Demand  Registration
Request").

     (b)  Provided  that  the  Corporation  has  received  a  Preferred   Demand
Registration  Request from holders representing 75% of the outstanding shares of
the Preferred  Stock,  the Corporation  shall  thereupon,  as  expeditiously  as
possible, effect the registration of the Preferred Stock under the Act to permit
the transfer by the  Shareholder of the Preferred  Stock in accordance  with the
intended  method of transfer  described  in the  Preferred  Demand  Registration
Request.  Notwithstanding  the  foregoing,  (i) the right of the  Shareholder to
require  registration  under this paragraph 2 shall not be exercisable less than
six (6) months following the date upon which a previous  registration  statement
issued in respect of an offering of  securities  for cash for the account of the
Corporation  shall have become  effective and (ii) unless the Shareholder  shall
notify the Corporation that the Preferred Stock to be sold can only be sold in a
manner not  permitted  by Rule 144 of the SEC  promulgated  under this Act,  the
Corporation  shall not be required to register any Preferred  Stock on behalf of
the  Shareholder  to the extent such  Preferred  Stock may then be sold  without
restrictive  legend in compliance  with Rule 144 and the  Corporation  takes all
steps as are  necessary or  appropriate  to permit the transfer of the Preferred
Stock under such rule.

     3.  Incidental  Registration  Rights  as to  the  Preferred  Stock.  If the
Corporation  proposes to register any of its stock or other securities under the
Act in  connection  with a public  offering  of such  securities  (other  than a
registration  on Form  S-4,  Form S-8 or other  limited  purpose  form)  and all
Preferred  Stock has not theretofore  been included in a registration  statement
under paragraph 2 which remains  effective,  the Corporation  agrees to give the
Shareholder  and all other holders of the Preferred  Stock prompt written notice
of such registration. Upon the written request of the Shareholder and holders of
the Preferred Stock  representing 75% of the outstanding shares in the aggregate
given  within  twenty (20) days after  receipt of such notice,  the  Corporation
agrees to use its best  efforts to cause to be  registered  under the Act all of
the Preferred  Stock.  However,  the Corporation  shall have no obligation under
this  paragraph  3 to  the  extent  that,  with  respect  to a  public  offering
registration,  any  underwriter  of  such  public  offering  determines,  in its
reasonable discretion, that the inclusion of the Preferred Stock in the offering
would adversely affect its consummation.

     4. Demand  Registration  Request as to the Common Stock.  (a) On a one time
basis, at any time following the Termination  Date under the Investor  Agreement
dated April 23, 1997 herewith  between the Corporation and the Shareholder  (the
"Investor  Agreement"),  the Shareholder may deliver to the Corporation a notice
to the effect that the  Shareholder  desires to have  shares of the  Shareholder
Common Stock registered under the Act (a "Common Demand Registration  Request"),
at the  expense  of the  Corporation,  as  provided  in  Section  9  below.  The





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Corporation   shall  thereupon,   as  expeditiously  as  possible,   effect  the
registration  of the shares of Shareholder  Common Stock under the Act to permit
the transfer by the  Shareholder of the  Shareholder  Common Stock in accordance
with the intended method of transfer described in the Common Demand Registration
Request.

     (b) To the extent that all of the  Shareholder's  Shareholder  Common Stock
has not  theretofore  been included in a registration  statement under paragraph
(a)  above  which  remains  effective,  on  a  one  time  basis,  following  the
Termination  Date under the Investor  Agreement,  the  Shareholder may deliver a
Common Demand Registration  Request,  and all of the fees, costs and expenses of
and incidental to such registration shall be at the Shareholder's expense.

     (c) Notwithstanding the foregoing  paragraphs (a) and (b), (i) the right of
the  Shareholder  to require  registration  under this  paragraph 4 shall not be
exercisable  less than six (6) months  following  the date upon which a previous
registration  statement  issued in respect of an offering of securities for cash
for the account of the Corporation  shall have become  effective and (ii) unless
the  Shareholder  shall notify the  Corporation  that the shares of  Shareholder
Common  Stock to be sold can only be sold in a manner not  permitted by Rule 144
of the SEC promulgated  under this Act, the Corporation shall not be required to
register any Shareholder Common Stock on behalf of the Shareholder to the extent
such  Shareholder  Common Stock may then be sold without  restrictive  legend in
compliance with Rule 144 and the Corporation takes all steps as are necessary or
appropriate  to permit the transfer of the  Shareholder  Common Stock under such
rule.

     5. Incidental  Registration  Rights as to the Shareholder  Common Stock. If
following the  Termination  Date under the Investor  Agreement  the  Corporation
proposes to register any of its Common Stock under the Act in connection  with a
public offering of such securities  (other than a registration on Form S-4, Form
S-8 or  other  limited  purpose  form),  the  Corporation  agrees  to  give  the
Shareholder prompt written notice of such registration. Upon the written request
of the  Shareholder  given within twenty (20) days after receipt of such notice,
the Corporation  agrees to use its best efforts to cause to be registered  under
the Act all of the Shareholder Common Stock which the Shareholder requests to be
included in the registration.  However, the Corporation shall have no obligation
under this  paragraph 4 to the extent that,  with  respect to a public  offering
registration,  any  underwriter  of  such  public  offering  determines,  in its
reasonable discretion,  that the inclusion of the Shareholder Common Stock, or a
portion  thereof,  in the  offering  would  adversely  affect its  consummation.
Moreover, the Corporation shall have no obligation under this paragraph 4 to the
extent that any of Daewoo Corporation,  Mitsubishi  Corporation,  The Prudential
Insurance Company of America or General Electric Capital Corporation,  or any of
their respective successors,  remains subject to restrictions on the disposition
of its or their Common Stock by way of agreement  with the  Corporation or under
the  terms  of the  Corporation's  Restated  Certificate  of  Incorporation,  as
amended.

     6.  Certain  Covenants of the  Corporation.  Whenever  required  under this
Agreement  to  effect  the  registration  of  any  Registrable  Securities,  the
Corporation agrees to use its best efforts to:


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     (i) Keep a  registration  statement  effective for at least a period of one
year in the  aggregate,  pursuant to the provisions of Rule 415 under the Act or
otherwise,  while any holder of Registrable Securities desires to dispose of the
securities  covered by such registration  statement (but not after the holder of
Registrable Securities,  in the reasonable opinion of the Corporation's counsel,
is free to sell  all  such  securities  in any  three  month  period  under  the
provisions of Rule 144 under the Act).

     (ii) Prepare and file with the SEC such  amendments and supplements to such
registration   statement  and  the  prospectus  used  in  connection  with  such
registration  statement as may be necessary to comply with the provisions of the
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
registration statement.

     (iii)  Furnish to each holder of  Registrable  Securities  such  numbers of
copies of a current prospectus,  in conformity with the requirements of the Act,
and such other documents as each holder of Registrable Securities may reasonably
require in order to facilitate the disposition of Registrable  Securities  owned
by such holder of Registrable Securities.

     (iv) Use its reasonable best efforts to register and qualify the securities
covered by such registration statement under such other securities or "Blue Sky"
laws of such  jurisdictions  as shall be  reasonably  requested by the holder of
Registrable  Securities,  provided that the Corporation shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to
file  a  general   consent  to  service  of  process  in  any  such   states  or
jurisdictions.

     (v) Notify each holder of  Registrable  Securities  of the happening of any
event  as a  result  of  which  the  prospectus  included  in such  registration
statement,  as then in effect,  includes an untrue statement of material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements  therein not misleading in light of the  circumstances  then
existing,  and use its reasonable best efforts to promptly update and/or correct
such prospectus.

     (vi) Furnish,  at the request of any holder of Registrable  Securities,  an
opinion  of  counsel  of  the  Corporation,  dated  the  effective  date  of the
registration  statement,  as to  the  due  authorization  and  issuance  of  the
securities being registered.

     (vii) Use its best efforts to list the  Registrable  Securities  covered by
such  registration  statement with any  securities  exchange on which the Common
Stock, is then listed in accordance with the rules of such exchange.

     7.  Information to be provided by the  Shareholder.  The  Shareholder  will
furnish  to the  Corporation  in  connection  with any  registration  under this
Agreement,  in writing,  such  information  regarding  himself,  the Registrable
Securities and other  securities of the Corporation held by him and the intended
method of  disposition  of the  Registrable  Securities  as shall be  reasonably
required to effect the  registration of the  Registrable  Securities held by the
Shareholder.   Notwithstanding   the  provisions  of  this  Agreement,   if  the
Shareholder  fails to provide such  information  to the  Corporation on a timely
basis as is reasonably requested by the Corporation, the Corporation may exclude

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the Shareholder's  Registrable  Securities from such registration  statement and
the  Shareholder  will not for twelve  (12)  months  thereafter  be  entitled to
registration of such Shareholder's Registrable Securities under this Agreement.

     8. Indemnification.

     (i) The  Corporation  agrees to  indemnify,  defend and hold  harmless  the
Shareholder  from and against,  and shall reimburse the Shareholder with respect
to, any and all  claims,  suits,  demands,  causes of action,  losses,  damages,
liabilities,  costs or expenses  ("Liabilities")  to which the  Shareholder  may
become  subject under the Act or otherwise,  arising from or relating to (A) any
untrue statement or alleged untrue statement of any material fact contained in a
registration  statement  pursuant  to the  provisions  of  this  Agreement,  any
prospectus  contained therein or any amendment or supplement thereto, or (B) the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances in which they were made, not misleading;  provided,  however, that
the Corporation shall not be liable in any such case to the extent that any such
Liability arises out of or is based upon an untrue statement or omission so made
in  conformity  with  information   furnished  by  the  Shareholder  in  writing
specifically for use in the preparation thereof.

     (ii)  The  Shareholder  shall  indemnify,  defend  and  hold  harmless  the
Corporation  from and against,  and shall reimburse the Corporation with respect
to, any and all  Liabilities to which the  Corporation  may become subject under
the Act or  otherwise,  arising from or relating to (A) any untrue  statement or
alleged  untrue  statement of any  material  fact  contained  in a  registration
statement pursuant to the provisions of this Agreement, any prospectus contained
therein or any  amendment or  supplement  thereto or (B) the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made,  not  misleading if the case of (A) or (B) the  information  was
supplied by the Shareholder in writing  specifically  for use in the preparation
of such registration statement.

     (iii)  Promptly  after  receipt  by a  party  entitled  to  indemnification
hereunder (an  "indemnitee") of notice of the  commencement of any action,  such
indemnitee  shall, if a claim in respect thereof is to be made against the party
required  to make  indemnification  hereunder  (the  "indemnitor"),  notify  the
indemnitor  in writing  thereof,  but the  omission so to notify the  indemnitor
shall not relieve the  indemnitor  from any  Liability  which it may have to the
indemnitee  other than under this  paragraph  and shall only relieve it from any
Liability  which it may have to the indemnitee  under this section if and to the
extent the  indemnitor is materially  prejudiced by such  omission.  In case any
such action shall be brought  against any indemnitee and such  indemnitee  shall
notify the  indemnitor of the  commencement  thereof,  the  indemnitor  shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with  counsel  reasonably  satisfactory  to such
indemnitee,  and,  after notice from the  indemnitor  to the  indemnitee  of its
election so to assume and undertake the defense  thereof,  the indemnitor  shall
not be  liable to the  indemnitee  under  this  section  for any legal  expenses
subsequently  incurred by the indemnitee in connection  with the defense thereof
other than  reasonable  costs of  investigation  and of liaison  with counsel so
selected,  provided,  however, that if the defendants in any such action include
both the indemnitor and such indemnitee and the indemnitee shall have reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are


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different  from or  additional  to those  available to the  indemnitor or if the
interests  of the  indemnitee  reasonably  may be  deemed to  conflict  with the
interests of the  indemnitor,  the  indemnitee  shall have the right to select a
separate  counsel and to assume such legal defenses and otherwise to participate
in the defense of such  action,  with the  reasonable  expenses and fees of such
separate counsel and other reasonable  expenses related to such participation to
be reimbursed by the indemnitor as incurred.

     9. Expenses of Registration.

     (i)  With  respect  to  the  inclusion  of  Registrable   Securities  in  a
registration  statement  pursuant to this  Agreement,  except for a registration
under  Section  4(b),  all fees,  costs and expenses of and  incidental  to such
registration,  inclusion and public offering shall be borne by the  Corporation;
provided,  however, that any security holders participating in such registration
shall bear their pro-rata share of the  underwriting  discounts and commissions,
if any, incurred in connection with such registration.

     (ii) The  fees,  costs  and  expenses  of  registration  to be borne by the
Corporation as provided in this paragraph 9 shall include,  without  limitation,
all  registration,   filing  and  NASD  fees,   printing   expenses,   fees  and
disbursements of counsel and accountants for the Corporation, and all legal fees
and  disbursements and other expenses of complying with state securities or Blue
Sky laws of any  jurisdiction or jurisdictions in which securities to be offered
are to be registered and qualified.  In all cases the fees and  disbursements of
counsel and accountants  for the holders of Registrable  Securities for personal
services  rendered  incidental  to any  registration  shall  be  borne  by  such
respective holders.

     10. Standstills.  Notwithstanding any other provision of this Agreement, if
requested by the  Corporation  and an  underwriter  in connection  with a public
offering of securities of the  Corporation  which are the same or similar to the
Registrable Securities or convertible into such securities or evidencing a right
to purchase such securities  registered on Form S-1, S-2, S-3 or similar form of
the SEC then available to the  Corporation,  the  Shareholder  shall not sell or
otherwise  transfer or dispose of any Registrable  Securities held by him during
the one  hundred  eighty  (180) day period  following  the  effective  date of a
registration statement of the Corporation filed under the Act; provided that the
foregoing  restrictions  shall not apply to a  registration  statement  relating
solely  to an  employee  benefit  plan or a  registration  relating  solely to a
transaction  covered  by Rule 145 under the Act on Form S-4 or  similar  form or
forms  promulgated  in the  future.  The  Corporation  may impose  stop-transfer
instructions with respect to the Registrable Securities subject to the foregoing
restriction until the end of said one hundred eighty (180) day period.

     11.  Rights  of  Transferees.  In the  event  that  all or any  part of the
Preferred Stock held by the Shareholder  shall at any time be transferred by the
Shareholder,  in a transfer permissible under applicable  securities laws, other
than pursuant to an effective  registration  statement,  the registration rights
hereunder shall extend to the transferee of such  securities.  In the event that
all or any part of the Shareholder Common Stock held by the Shareholder shall at
any time be pledged by the Shareholder to a bank or other financial  institution
as security for a loan, the  registration  rights  hereunder shall extend to the
pledgee of such securities.


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     12. Notices.  Except as otherwise provided herein,  whenever it is provided
herein  that  any  notice,   demand,   request,   consent,   approval  or  other
communication shall or may be given to or served upon any party by any other, or
whenever  any party  desires to give or serve upon another  party  communication
with respect to this  Agreement,  each such notice,  demand,  request,  consent,
approval,  or  other  communication  shall be in  writing  and  either  shall be
delivered in person with receipt  acknowledged  or registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

          (i)  If to the Shareholder, at the address of such holder appearing on
               the books and records of the Corporation.

          (ii) If to the Corporation, at

               Janus American Group, Inc.
               2800 Corporate Boulevard, N.W.
               Boca Raton, Florida 33431-8596
               Telecopy:  561-997-5331
               Attention:  President

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval,  declaration or other communication hereunder shall be deemed
to have been duly  given or  served on the date on which  personally  delivered,
with  receipt  acknowledged,  or three (3) days  after the same  shall have been
deposited  in the United  States mail for  overnight  delivery or delivered to a
courier service for overnight delivery. Failure or delay in delivering copies of
any  notice,  demand,   request,   consent,   approval,   declaration  or  other
communication to the persons  designated above to receive copies shall in no way
adversely affect the  effectiveness of such notice,  demand,  request,  consent,
approval, declaration or other communication.

     13. Miscellaneous.

          (i) This  Agreement  shall be  binding  upon  and  shall  inure to the
     benefit of the parties hereto and their respective successors and assigns.

          (ii) None of the terms or provisions of this  Agreement may be waived,
     altered,  modified  or  amended  except in writing  duly  signed for and on
     behalf of the parties hereto.

          (iii)  Any  provision  of  this  Agreement   which  is  prohibited  or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating the remaining  provisions  hereof, and any such prohibition or
     unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
     unenforceable such provision in any other jurisdiction.


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     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the day and year first above written.

                                           JANUS AMERICAN GROUP, INC.


                                           By:    /s/  James E. Bishop
                                              -------------------------------
                                                Name:  James E. Bishop
                                                Title:  President



                                           /s/  Louis S. Beck
                                              -------------------------------
                                           Louis S. Beck

                                           Address: 5629 Princeton Way
                                                    Boca Raton, FL 33496