EXHIBIT 10.35


               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 HARRY G. YEAGGY, 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"),


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at the  expense  of the  Corporation,  as  provided  in  Section  9  below.  The
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

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Shareholder  fails to provide such  information  to the  Corporation on a timely
basis as is reasonably requested by the Corporation, the Corporation may exclude
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

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     to it which are  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/  Harry G. Yeaggy
                                               Harry G. Yeaggy

                                               Address: 7750 Ivygate Lane
                                                        Cincinnati, Ohio 45242