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Exhibit 10 (xxxviii)

                            SCOTT TECHNOLOGIES, INC.

                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT is made as of December 16, 1998
by and among Scott Technologies, Inc., a Delaware corporation (the "Company"),
and Richard C. Blum & Associates, L.P. ("Blum") on behalf of itself and its
affiliates.

            WHEREAS, Blum has offered to refrain from selling, transferring or
otherwise disposing of any of the shares (the "Shares") of common stock, par
value, $0.10 per share, of the Company (the "Common Stock") that it beneficially
owns as of the date hereof, or any additional shares of Common Stock it
beneficially owns after this date, until after May 11, 2000, with certain
exceptions, if the Company agrees to register the Shares and such additional
shares (the "Registrable Securities") under the Securities Act of 1933, as
amended (the "Securities Act"); and

            WHEREAS, the Company is willing to provide the registration rights
set forth in this Agreement in exchange for the various agreements provided
herein by Blum in connection with Blum's sale, transfer or other disposition of
the Shares.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

            Demand Registration.

            a.    Requests for Registration. At any time after May 11, 2000,
                  Blum may demand registration under the Securities Act (the
                  "Demand Registration") for an underwritten offering of all or
                  any portion of the Registrable Securities by sending written
                  notice of the demand to the Company. Such notice shall specify
                  the number of the Registrable Securities sought to be
                  registered. The Company will then use its best efforts to file
                  with the Securities and Exchange Commission (the "SEC"), at
                  the earliest possible date but no later than 90 days following
                  such a demand, the registration statement for the Demand
                  Registration (the "Demand Registration Statement"). Blum shall
                  have the right to two Demand Registration Statements.

            b.    Registration of Other Securities. Whenever the Company shall
                  effect


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                  a Demand Registration Statement, no shares of Common Stock
                  owned by other stockholders of the Company ("Other
                  Stockholders") other than the Registrable Securities shall be
                  included among the shares of Common Stock covered by such
                  registration statement unless Blum shall have consented in
                  writing to the inclusion of such other shares of Common Stock.

            c.    Expenses. Except as provided below, Blum will pay all of the
                  expenses relating to (i) the preparation, filing and
                  distribution of the registration statement, including the
                  filing fees, printing expenses, messenger and delivery
                  expenses, fees and disbursements of counsel for the Company
                  and for Blum and fees and expenses of the independent
                  certified accountants relating to the preparation of the
                  Demand Registration Statement, but excluding the salary costs
                  and expenses of employees of the Company who participate in
                  the preparation of the registration statement, and (ii) the
                  sale of the Registrable Securities, including commissions,
                  discounts and expenses of the underwriters, but excluding the
                  costs incurred by the Company in connection with the
                  participation of the Company's employees in the road show for
                  the offering and sale of the Registrable Securities. The
                  Company will pay any expenses otherwise payable by Blum and
                  included in (i) above to the extent such expenses exceed
                  $500,000 with respect to the first Demand Registration
                  Statement prepared by the Company pursuant to Section 1.a.
                  hereof and $250,000 with respect to the second Demand Regis
                  tration Statement. If shares of Common Stock to be sold by the
                  Company or Other Stockholders are included in the Demand
                  Registration Statement, the Company or the Other Stockholders
                  will pay their pro rata share, in proportion to the number of
                  shares of Common Stock they have included in the Demand
                  Registration Statement, of the expenses otherwise payable by
                  Blum and included in (i) above, and the maximum amount of
                  expenses included in (i) above that Blum will pay in
                  connection with the Demand Registration Statement will be
                  reduced on a basis proportional to the amount of securities
                  being registered for the Company and such Other Stockholders.
                  The Company and any Other Stockholders will pay the
                  commissions, discounts and expenses of the underwriters
                  relating to their respective sales of shares of Common Stock
                  registered on the Demand Registration Statement, if any.

            d.    Priority on Demand Registration. If the managing underwriters
                  advise the Company that in their good faith opinion the number
                  of the Registrable Securities and other shares of Common Stock
                  requested to be included in the Demand Registration Statement
                  exceeds the number that can be sold in such offering, the
                  Company will include in such Demand Registration Statement (i)
                  first, the Registrable Securities requested to be included in
                  such Demand Registration Statement, (ii) second, assuming Blum
                  has consented in writing to their inclusion in such Demand
                  Registration Statement, any shares of Common Stock that the
                  Company desires to


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                  include on its own behalf and (iii) third, assuming Blum has
                  consented in writing to their inclusion, any shares of Common
                  Stock beneficially owned by the Other Stockholders, pro rata
                  on the basis of the number of shares of Common Stock that the
                  Other Stockholders wanted to register.

            e.    Incomplete Offering relating to Demand Registration. A Demand
                  Registration Statement shall not be considered to be one of
                  Blum's two Demand Registration Statements under Section 1.a.
                  and the Company shall pay the expenses relating to such Demand
                  Registration Statement if the Company discontinues the
                  registration process pursuant to Section 4.a. hereof or the
                  underwriters discontinue the registration process at the
                  request of the Company. A Demand Registration Statement shall
                  be considered to be one of Blum's two Demand Registration
                  Statements and Blum shall pay the expenses relating to such
                  Demand Registration Statement in accordance with Section 1.c.
                  above if Blum determines not to complete the offering of any
                  or all of the Registrable Securities covered by the Demand
                  Registration Statement. A Demand Registration Statement shall
                  not be considered to be one of Blum's two Demand Registration
                  Statements under Section 1.a. and Blum shall pay the expenses
                  relating to such Demand Registration Statement if the offering
                  registered on the Demand Registration Statement is not
                  completed because the underwriters (i) determine not to
                  continue with the offering because of (A) governmental
                  restrictions, not in force and effect on the date the offering
                  process was commenced, imposed upon trad ing in securities,
                  the suspension of trading in securities generally on any
                  exchange or in the over-the-counter market by the NASD or the
                  declaration of a banking moratorium by federal or state
                  authorities; (B) political or general economic or financial
                  conditions; or (C) the outbreak or escalation of hostilities
                  or any other insurrection or armed conflict or the declaration
                  of a national emergency in the United States or (ii) terminate
                  their obligations under an underwriting agreement executed
                  with the Company and Blum in accordance with the terms of such
                  underwriting agreement. A Demand Registration Statement shall
                  be considered to be one of Blum's two Demand Registration
                  Statements and Blum shall pay the expenses relating to such
                  Demand Registration Statement in all other situations when the
                  offering registered on the Demand Registration Statement is
                  not completed.

            f.    Selection of Underwriters. The Company shall have the right to
                  select the investment banker(s) and manager(s) for the Demand
                  Registration Statement and make the other decisions regarding
                  the underwriting arrangements for the offering covered by the
                  Demand Registration Statement subject to the reasonable
                  concurrence of Blum.

2.    Piggyback Registrations.

            a.    Right to Piggyback. If at any time after May 11, 2000 the
                  Company


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                  proposes to register any of its shares of Common Stock under
                  the Securities Act for an underwritten offering, whether or
                  not for sale for its own account, and the registration form to
                  be used may be used for the registration of the Registrable
                  Securities (a "Piggyback Registration"), the Company will give
                  prompt written notice to Blum of such registration. Upon the
                  written request of Blum (given within 20 business days after
                  Blum's receipt of the Company's notice of the proposed
                  registration), the Company will use its best efforts to
                  include in the registration statement for such Piggyback
                  Registration (the "Piggyback Registration Statement"), subject
                  to the allocation provisions below, all Registrable Securities
                  with respect to which the Company has received a written
                  request for inclusion.

            b.    Piggyback Expenses. In all Piggyback Registrations, the
                  Company shall pay all of the expenses relating to the
                  preparation of the Piggyback Registration and the offering of
                  the shares of Common Stock (except to the extent otherwise
                  agreed with Other Stockholders), and the Company shall pay the
                  commissions, discounts and expenses of the underwriters
                  related to the offering of the shares of Common Stock by the
                  Company, but will not pay the commissions, discounts and
                  expenses of the underwriters related to the offering of the
                  shares of Common Stock by Blum and the Other Stockholders
                  registered on the Piggyback Registration Statement.

            c.    Priority. If the managing underwriters for the Piggyback
                  Registration advise the Company that in their good faith
                  opinion the number of shares of Common Stock requested to be
                  included in such Piggyback Registration exceeds the number
                  that can be sold in such offering, the Company will allocate
                  the shares of Common Stock to be included as follows: first,
                  any shares of Common Stock that the Company proposes to sell
                  on its own behalf; second, Registrable Securities requested to
                  be included in such Piggyback Registration Statement; and
                  third, shares of Common Stock beneficially owned by any Other
                  Stockholders of the Company, pro rata on the basis of the
                  number of shares of Common Stock that the Other Stockholders
                  wanted to register.

            d.    Selection of Underwriters. The Company shall have the right to
                  select the investment banker(s) and manager(s) for the
                  Piggyback Registration and to make the other decisions
                  regarding the underwriting arrangements for the offering
                  covered by the Piggyback Registration Statement.
                  Notwithstanding the foregoing, the managing underwriter shall
                  be reasonably acceptable to Blum if Registrable Securities of
                  Blum are included on the Piggyback Registration Statement.

            e.    Impact on Demand Registration. Blum's exercise of this right
                  to a Piggyback Registration will have no impact on Blum's
                  rights to a Demand Registration.


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3.    Holdback Agreements.

            Blum shall not effect any public sale or distribution of shares of
Common Stock, regardless of when or how such shares of Common Stock were
acquired by Blum, or any secur ities convertible into or exchangeable or
exercisable for such securities, until after May 11, 2000, unless, in the
opinion of counsel to Blum, such public sale or distribution is required by
Blum's fiduciary duties (or any contractual duties in existence as of the date
hereof) to the beneficial owners of such shares and such public sale or
distribution is effected in accordance with the provisions of Rule 144.
Subsequent to such date and until such time as Blum bene ficially owns less than
ten percent of the outstanding shares of the Common Stock, Blum shall not effect
any public sale or distribution of shares of Common Stock other than through the
Demand Registration or the Piggyback Registration pursuant to this Agreement, or
unless, in the opinion of counsel to Blum, such public sale or distribution is
required by Blum's fiduciary duties (or any contractual duties in existence as
of the date hereof) to the beneficial owners of such shares and such public sale
or distribution is effected in accordance with the provisions of Rule 144. Blum
shall effect any sales of shares of Common Stock once it beneficially owns less
than ten percent of the outstanding shares of Common Stock in accordance with
the provisions of Rule 144 if Blum has a designee on the Board of Directors of
the Company or is otherwise considered to be an affiliate of the Company under
the Securities Act.

4.    Registration Procedures.

            Whenever the holders of Registrable Securities have requested that
any Registrable Securities be registered pursuant to Section 1 or 2 of this
Agreement, the Company will, as expeditiously as possible:

            a.    prepare and file with the SEC a registration statement with
                  respect to such Registrable Securities and use its best
                  efforts to cause such registration statement to become
                  effective and to remain effective until the closing of the
                  underwritten offering, which shall be within five business
                  days after the registration statement is declared effective;
                  provided, however, that the Company may discontinue any effort
                  to prepare the registration statement or cause the
                  registration statement to be declared effective if either such
                  action, in the reasonable opinion of the Company, would
                  adversely affect any financing, acquisition, corporate
                  reorganization or other material trans action in which the
                  Company was engaged or planned to engage;

            b.    provide to Blum before filing a registration statement or
                  prospectus or any amendments or supplements thereto draft
                  copies (that are subject to change) of all such documents
                  proposed to be filed at least two weeks prior to their filing
                  and will give reasonable consideration in good faith to any
                  comments of Blum or its counsel;

            c.    furnish to Blum such number of copies of such registration
                  statement


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                  and any amendment or supplement thereto and the prospectus
                  included in such registration statement (including each
                  preliminary prospectus), and such other documents as Blum may
                  reasonably request in order to facilitate the disposition of
                  the Registrable Securities owned by Blum;

            d.    use its best efforts to register or qualify such Registrable
                  Securities under such other securities or blue sky laws of
                  such jurisdictions as the managing underwriter(s) or Blum may
                  reasonably request;

            e.    enter into such customary agreements (including an
                  underwriting agreement in customary form) and take such other
                  customary actions as may be reasonably necessary to expedite
                  or facilitate the disposition of such Registrable Securities;

            f.    permit Blum to participate in the negotiation of the
                  underwriting agreement and to negotiate the pricing terms in
                  connection with a Demand Registration Statement and to remove
                  the Registrable Securities from a Piggyback Registration
                  Statement based upon the pricing terms;

            g.    obtain a "comfort" letter addressed to the Company from its
                  independent public accountants in customary form and covering
                  such matters of the type customarily covered by "comfort"
                  letters and provide a copy of such letter to Blum;

            h.    provide to Blum a copy of any opinion of counsel required by
                  the under writers; and

            i.    make available for inspection by Blum, any underwriter
                  participating in any disposition pursuant to such registration
                  statement, and any attorney, accountant or other agent
                  retained by Blum or such underwriter, all financial and other
                  records and pertinent corporate documents of the Company, and
                  cause the Company's officers, directors and employees to
                  supply all information reasonably requested by Blum or any
                  such underwriter, attorney, accountant or agent in connection
                  with such registration statement.

5.    Indemnification.

            a.    The Company hereby indemnifies, to the extent permitted by
                  law, Blum and its officers and directors, and each person who
                  controls Blum (within the meaning of the Securities Act),
                  against all losses, claims, damages, liabilities and expenses
                  arising out of or resulting from any untrue or alleged untrue
                  statement of material fact contained in any registration
                  statement, prospectus or preliminary prospectus 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 except insofar as the same
                  are


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                  caused by or contained in any information furnished in writing
                  to the Com pany by Blum expressly for use therein or by Blum's
                  failure to deliver a copy of the registration statement or
                  prospectus or any amendments or supplements thereto after the
                  Company has furnished Blum with a sufficient number of copies
                  of the same.

            b.    In connection with any registration statement in which Blum is
                  participating, Blum will furnish to the Company in writing
                  such information as is reasonably requested by the Company for
                  use in any such registration statement or prospectus and will
                  indemnify, to the extent permitted by law, the Company, its
                  directors and officers and each person who controls the
                  Company (within the meaning of the 1933 Act) against any
                  losses, claims, damages, liabilities and expenses resulting
                  from any untrue or alleged untrue statement of material fact
                  or any omission or alleged omission of a material fact
                  required to be stated in the registration statement or
                  prospectus or any amendment thereof or supplement thereto or
                  necessary to make the statements therein not misleading, but
                  only to the extent that such untrue statement or omission is
                  contained in information so furnished in writing by Blum
                  specifically for use in preparing the registration statement.
                  Notwithstanding the foregoing, the liability of Blum under
                  this Section 5(b) shall be limited to an amount equal to the
                  net proceeds actually received by Blum from the sale of
                  Registrable Securities covered by the registration statement.

            c.    Any person entitled to indemnification hereunder will (i) give
                  prompt notice to the indemnifying party of any claim with
                  respect to which it seeks indemnification and (ii) unless in
                  such indemnified party's reasonable judgment a conflict of
                  interest between such indemnified and indemnifying parties may
                  exist with respect to such claim, permit such indemnifying
                  party to assume the defense of such claim with counsel
                  reasonably satisfactory to the indemnified party. If such
                  defense is assumed, the indemnifying party will not be subject
                  to any liability for any settlement made without its consent
                  (but such consent will not be unreasonably withheld). An
                  indemni fying party who is not entitled, or elects not, to
                  assume the defense of a claim will not be obligated to pay the
                  fees and expenses of more than one counsel for all parties
                  indemnified by such indemnifying party with respect to such
                  claim, unless in the reasonable judgment of any indemnified
                  party a conflict of interest may exist between such
                  indemnified party and any other of such indemnified parties
                  with respect to such claim.

6.    Other Agreements of Blum.

            a.    Blum agrees that the Company shall have the right to purchase
                  the Registrable Securities rather than file, upon Blum's
                  request, a Demand Registration Statement, if, within 20
                  business days after receipt of Blum's


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                  notice delivered pursuant to Section 1.a. above, the Company
                  notifies Blum by written notice of its intent to purchase all
                  of the Registrable Securities that Blum wants to register on
                  the Demand Registration Statement. The purchase price to be
                  paid by the Company for each Registrable Security shall be the
                  average of the average of the high and low bid prices for the
                  shares of Common Stock for each of the 20 business days prior
                  to the date of receipt by Blum of the Company's notice
                  pursuant to this Section 6.a., reduced by the amount of
                  commissions, discounts and expenses of underwriters that Blum
                  would have paid in connection with an underwritten sale and an
                  amount equal to $500,000, if the purchase is in lieu of the
                  first Demand Registration, or $250,000, if the purchase is in
                  lieu of the second Demand Registration.

            b.    Blum agrees to enter into an agreement with underwriters in
                  connection with any public offering by the Company of shares
                  of Common Stock or of securities convertible or exchangeable
                  into shares of Common Stock or any public offering in a Demand
                  Registration or a Piggy-back Registration in which Blum agrees
                  not to sell, transfer or otherwise dispose of any of the
                  shares of Common Stock beneficially owned by Blum for the
                  period of time requested by the underwriters.

            c.    Blum agrees to provide to the Company all information required
                  to be disclosed in the Demand Registration or Piggyback
                  Registration by Item 507 of Regulation S-K (or any successor
                  item) and to enter into such customary agreements (including
                  an underwriting agreement in customary form) and take such
                  other customary actions as may be reasonably necessary to
                  expedite or facilitate the disposition of such Registrable
                  Securities.

7.    Termination. The rights and obligations of the parties to this Agreement
shall terminate at such time as Blum shall beneficially own less than 5% of the
shares of Common Stock.

8.    Miscellaneous.

            a.    Notices. Any notices required hereunder shall be deemed to be
                  given upon the date when received when the notice is sent by
                  certified or registered mail to the address of the Company's
                  corporate headquarters in the case of any notice to the
                  Company and, until changed by notice to the Company, the
                  address of Blum on file with the Company in the case of any
                  notice to Blum.

            b.    Amendments and Waivers. The provisions of this Agreement may
                  be amended or terminated and the Company may take any action
                  herein prohibited, or omit to perform any act herein required
                  to be performed by it, if approved in writing by Blum.


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            c.    Binding Effect. This Agreement will bind and inure to the
                  benefit of the respective successors (including any successor
                  resulting from a merger or similar reorganization), assigns,
                  heirs and personal representatives of the parties hereto.
                  Without limiting the generality of the foregoing, in addition,
                  if Blum liquidates or reorganizes such that its assets are
                  transferred to its own partners or to another entity, such
                  partners or entity shall succeed to all of the rights of Blum
                  hereunder. This Agreement shall be binding upon a party hereto
                  upon its execution and delivery of a copy hereof.

            d.    Governing Law. All questions concerning the construction,
                  validity and interpretation of this Agreement will be governed
                  by the internal law, not the law of conflicts, of Delaware.

            e.    Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be considered to be an original instrument
                  and to be effective as of the date first written above and all
                  of which taken together shall constitute one and the same
                  instrument.

            f.    Interpretation. Unless the context of this Agreement clearly
                  requires otherwise, (i) references to the plural include the
                  singular, the singular the plural, the part the whole, (ii)
                  references to one gender include all genders and (iii)
                  "including" has the inclusive meaning frequently identified
                  with the phrase "but not limited to." The section and other
                  headings contained in this Agreement are for reference
                  purposes only and shall not control or affect the construction
                  of this Agreement or the interpretation thereof in any
                  respect.

            g.    Severability. In the event that any one or more of the
                  provisions contained herein, or the application thereof in any
                  circumstances, is held invalid, illegal or enforceable in any
                  respect for any reason, the validity, legality and
                  enforceability of any such provision in every other respect
                  and of the remaining provisions contained herein shall not be
                  in any way impaired thereby, it being intended that all of the
                  rights and privileges of Blum shall be enforceable to the
                  fullest extent permitted by the law.


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

                                        SCOTT TECHNOLOGIES, INC.

                                        By:             /s/ 
                                            ------------------------------------
                                            Name: Glen W. Lindemann
                                            Title: President and Chief Executive
                                                   Officer

                                        RICHARD C. BLUM & ASSOCIATES, L.P.

                                        By:             /s/
                                            ------------------------------------
                                            Name: N. Colin Lind
                                            Title: Managing Director


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