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                           REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of February  1, 
1999, by and among Boykin Lodging Company, an Ohio corporation (the 
"Company"), and AEW Partners III, L.P., a Delaware limited partnership (the 
"Holder").

     This Agreement is made pursuant to that certain Stock Purchase Option 
Agreement (the "Stock Purchase Option Agreement") dated as of the date hereof 
by and among the Company, Boykin Hotel Properties, L.P., an Ohio limited 
partnership (the "Operating Partnership") and the Holder pursuant to which 
(i) the Company has granted the Holder certain rights to purchase shares of 
Preferred Stock (as defined below), in the amounts and on the terms set forth 
in the Stock Purchase Option Agreement, including in certain circumstances 
following the sale of assets by the Joint Venture (as defined below) and the 
distribution of the proceeds resulting therefrom, (ii) the Company has issued 
and sold to the Holder a warrant and agreed, upon the occurrence of certain 
conditions, to issue and sell to the Holder a second warrant, in 
substantially the same form, each such warrant granting the Holder the right 
to purchase shares of Preferred Stock, in the amounts and on the terms set 
forth in such warrants, (each, a "Warrant"), (iii) the Company and the Holder 
have agreed that, in lieu of cash, the Holder may elect to receive shares of 
Preferred Stock, or the Company may elect to issue shares of Preferred Stock 
or Common Stock (as defined below), in the amounts and on the terms set forth 
in the Stock Option Purchase Agreement, in the event that the Company 
purchases all or substantially all of the Holder's interests in AEW/Boykin 
LLC (the "Joint Venture") in accordance with certain rights set forth in the 
Limited Liability Company Agreement of the Joint Venture (the "Joint Venture 
Agreement") or otherwise, and (iv) the Company has the right to issue and 
deliver Common Stock in lieu of Preferred Stock in satisfaction of its 
obligations in connection with any exercise by the Holder of any of its 
foregoing rights to receive Preferred Stock, (all of such rights 
collectively, the "Stock Rights").  In order to induce the Holder to enter 
into the Stock Purchase Option Agreement, the Company has agreed to provide 
the registration rights set forth in this Agreement.  The execution of this 
Agreement is a condition to the consummation of any issuance of Common Stock 
and/or Preferred Stock pursuant to any of the Stock Rights.

     In consideration of the foregoing, the parties hereby agree as follows:

     SECTION 1.     DEFINITIONS.

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

     "ADVICE" has the meaning set forth in Section 5.

                                        
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     "AFFILIATE" means, with respect to any specified Person, any other 
Person who, directly or indirectly, controls, is controlled by, or is under 
common control with such specified Person, PROVIDED that, for purposes of 
this definition, "control" (including, with correlative meanings, the terms 
"controlled by" and "under common control with"), as used with respect to any 
Person, shall mean the possession, directly or indirectly, of the power to 
direct or cause the direction of the management and policies of such Person, 
whether through the ownership of voting securities or by agreement or 
otherwise.

     "AGREEMENT" has the meaning set forth in the introductory statement.

     "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on 
which commercial banking institutions in Boston, Massachusetts, New York, New 
York or Cleveland, Ohio are authorized by law to be closed.  Any reference to 
"days" (unless Business Days are specified) shall mean calendar days.

     "COMMISSION" means the United States Securities and Exchange Commission 
or any other federal agency at the time administering the Securities Act.

     "COMMON STOCK" means the common stock, no par value, of the Company.

     "COMPANY" has the meaning set forth in the introductory statement and 
shall include the Company's successors by merger, acquisition, reorganization 
or otherwise.

     "CONTROLLING PERSONS" has the meaning set forth in Section 7(a).

     "CAPITAL CONTRIBUTION CAP" has the meaning set forth in the Joint 
Venture Agreement.

     "CONVERSION MULTIPLE"  has the meaning set forth in the Certificate of 
Amendment relating to the creation of the Class A Cumulative Preferred Stock, 
Series 1999-A, filed with the Secretary of State of Ohio on February 1, 1999, 
subject to adjustment as provided from time to time following the date 
hereof, as provided in Section 6.E. thereof.

     "DAMAGES" has the meaning set forth in Section 7(a).

     "DEPOSITARY SHARE" means a fractional interest of one one-hundredth 
(1/100) of one share of Preferred Stock, as more fully described, and having 
the rights and privileges and being subject to the limitations set forth, in 
the Depositary Agreement dated February 1, 1999 between the Company and 
National City Bank.  

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended 
from time to time, or any successor statute, and the rules and regulations of 
the Commission promulgated thereunder.

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     "EXPANSION OPTION EXERCISE PRICE" has the meaning set forth in the Stock 
Purchase Option Agreement, as adjusted from time to time pursuant to the 
terms thereof.

     "HOLDER" has the meaning set forth in the introductory statement and 
shall include (i) the Holders' successor by merger, acquisition, 
reorganization or otherwise; (ii) each Person to whom a Holder transfers 
Securities if such Person acquires such Securities as Registrable Securities; 
and (iii) each Person to whom a Holder transfers any of the Stock Rights or 
any Warrant, subject to any transfer restriction set forth in Stock Purchase 
Option Agreement.

     "INSPECTORS" has the meaning set forth in Section 5(k).

     "JOINT VENTURE" has the meaning set forth in the introductory sentence.

     "MAXIMUM NUMBER" means such number of securities that may be included in 
an underwritten public offering when the managing underwriters advise the 
Company in writing that in their opinion the number of securities requested 
to be included in such registration exceeds the maximum number which can be 
included in such offering without adversely affecting the marketability of 
the offering.

     "NASD" has the meaning set forth in Section 5(m).

     "NASDAQ" has the meaning set forth in Section 5(m).

     "OPERATING PARTNERSHIP" has the meaning set forth in the introductory 
statement and shall include the Operating Partnership's successors by merger, 
acquisition, reorganization or otherwise.

     "OPTION EXERCISE PRICE" has the meaning set forth in the Stock Purchase 
Option Agreement, as adjusted from time to time pursuant to the terms thereof.

     "PERSON" means any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, limited liability company, 
unincorporated organization or government or other agency or political 
subdivision thereof.

     "PIGGY-BACK REGISTRATION" has the meaning set forth in Section 4(a).

     "PREFERRED STOCK" means the Class A Cumulative Preferred Stock, Series 
1999-A, without par value, of the Company.

     "PRIMARY REQUIRED FILING DATE" has the meaning set forth in Section 2(a).

     "PRIMARY SHELF REGISTRATION STATEMENT" has the meaning set forth in 
Section 2(a).

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     "PRIMARY TARGET EFFECTIVE DATE" means the date 45 days after the earlier 
of (i) the date on which the Primary Shelf Registration Statement is actually 
filed with the Commission; or (ii) the fourteenth (14th) day preceding the 
first anniversary of the date of the Stock Purchase Option Agreement.

     "PROSPECTUS" means the prospectus included in any Registration Statement 
(including, without limitation, a prospectus that discloses information 
previously omitted from a prospectus filed as part of an effective 
Registration Statement in reliance upon Rule 430A promulgated under the 
Securities Act), as amended or supplemented by any prospectus supplement, 
with respect to the terms of the offering of any portion of the Registrable 
Securities covered by such Registration Statement, and all other amendments 
and supplements to the prospectus, including post-effective amendments, and 
all material incorporated by reference or deemed to be incorporated by 
reference in such prospectus.

     "RECORDS" has the meaning set forth in Section 5(k).

     "REGISTRABLE SECURITIES" means the Securities; PROVIDED, HOWEVER, that 
any Securities shall cease to be Registrable Securities when (i) issued to a 
Holder pursuant to a Primary Shelf Registration Statement so long as that 
Holder is not an Affiliate of the Company, (ii) a Registration Statement 
covering such Securities has been declared effective and such Registrable 
Securities have been disposed of by the holder thereof pursuant to such 
effective Registration Statement or any other effective registration 
statement, (iii) such Securities are transferred by the holder thereof to any 
Person (other than a Holder) in compliance with Rule 144 (but not Rule 144A) 
under the Securities Act, including a sale pursuant to the provisions of Rule 
144(k), or (iv) such Securities shall have ceased to be outstanding.

     "REGISTRATION EXPENSES" has the meaning set forth in Section 6.

     "REGISTRATION STATEMENT" means any registration statement of the Company 
that covers any of the Registrable Securities pursuant to the provisions of 
this Agreement and all amendments and supplements to any such registration 
statement, including post-effective amendments, in each case including the 
Prospectus, all exhibits, and all material incorporated by reference or 
deemed to be incorporated by reference in such registration statement.

     "RESALE REQUIRED FILING DATE" has the meaning set forth in Section 3(a).

     "RESALE SHELF REGISTRATION STATEMENT" has the meaning set forth in 
Section 3(a).

     "RESALE TARGET EFFECTIVE DATE" means the date 45 days after the earlier 
of (i) a Resale Required Filing Date or (ii) the date on which the Resale 
Shelf Registration Statement is actually filed with the Commission.

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     "RULE 144" means Rule 144 promulgated by the Commission under the 
Securities Act, as amended from time to time, and any successor rule or 
regulation or similar provision then in effect.

     "RULE 144A" means Rule 144A promulgated by the Commission under the 
Securities Act, as amended from time to time, and any successor rule or 
regulation or similar provision then in effect.

     "SECURITIES" means (i) all shares of Common Stock or Preferred Stock 
issued or issuable to Holders upon exercise of any of the Stock Rights, (ii) 
all shares of Common Stock issuable upon conversion of any such shares of 
Preferred Stock and (iii) any other securities directly or indirectly issued 
or issuable in respect of the foregoing shares of Common Stock or Preferred 
Stock by way of stock dividend or stock split or in connection with a 
combination of shares, recapitalization, merger, consolidation, or other 
reorganization.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time 
to time, or any successor statute, and the rules and regulations of the 
Commission promulgated thereunder.

     "SHELF REGISTRATION STATEMENT" means, as applicable, the Primary Shelf 
Registration Statement and/or the Resale Shelf Registration Statement.

     "STOCK PURCHASE OPTION AGREEMENT" has the meaning set forth in the 
introductory statement.

     "STOCK RIGHTS" has the meaning set forth in the introductory statement 
and shall refer to any or all of such rights of the Holder to receive 
Preferred Stock or Common Stock pursuant to the Stock Purchase Option 
Agreement or the Warrants, or the right to receive Common Stock upon 
conversion of any shares of Preferred Stock issuable thereunder, as the 
context may require.

     "SUSPENSION EVENT" has the meaning set forth in Section 5.

     "SUSPENSION NOTICE" has the meaning set forth in Section 5.

     "SUSPENSION PERIOD" has the meaning set forth in Section 5.

     "TARGET EFFECTIVE PERIOD" means the period of time between the date on 
which a Shelf Registration Statement is actually declared effective and the 
later of (i) the date which is 24 months following the latest date that any 
shares of Common Stock or Preferred Stock covered by such Registration 
Statement were issued, and (ii) the date which is three months following the 
date on which all Holders have ceased to be Affiliates of the Company, 
provided the Company first provides the Holder with an opinion of counsel to 
such effect.

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     "WARRANT" has the meaning set forth in the introductory statement and 
shall include any new Warrant issued following the transfer or exercise of a 
Warrant, the division, combination or substitution of any existing Warrant or 
similar event.

     SECTION 2.     PRIMARY SHELF REGISTRATION.

          (a)  FILING; EFFECTIVENESS.  Within the fourteen (14) day period 
preceding the first anniversary of the date of the Stock Purchase Option 
Agreement, the Company shall prepare and file with the Commission a "primary 
shelf" registration statement (the "PRIMARY SHELF REGISTRATION STATEMENT") on 
the appropriate form for an offering to be made on a continuous basis 
pursuant to Rule 415 under the Securities Act (or any successor rule or 
similar provision then in effect) covering the issuance to the Holders of the 
Registrable Securities.  The initial Primary Shelf Registration Statement 
prepared pursuant hereto shall register for issuance to the Holder a good 
faith estimate of the maximum number of Registrable Securities that may from 
time to time be issuable pursuant to any of the Stock Rights, which shall not 
be less than (i) that number of shares of Common Stock equal to the product 
of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by 
(B) the Option Exercise Price; and (ii) that number of shares of Preferred 
Stock determined by dividing (x) the number of shares of Common Stock being 
registered pursuant to clause (i) of this sentence, by (y) the Conversion 
Multiple.  The Company shall use commercially reasonable efforts to have the 
Primary Shelf Registration Statement declared effective on or before the 
Primary Target Effective Date and to keep such Primary Shelf Registration 
Statement (or in the event such initial Primary Shelf Registration Statement 
is withdrawn or terminated for any reason, to keep a successor Primary Shelf 
Registration Statement) continuously effective until such time as all of the 
Stock Rights have terminated and the Holders have no further right to receive 
any shares of Common Stock and/or Preferred Stock under the terms of any of 
the Stock Rights.

          (b)  SUPPLEMENTS; AMENDMENTS.  The Company agrees, if necessary, to 
supplement or amend from time to time the Primary Shelf Registration 
Statement, as required by the rules, regulations or instructions applicable 
to the registration form used by the Company for such Primary Shelf 
Registration Statement or by the Securities Act, including as necessary to 
reflect any change in the number or nature of Securities issuable upon 
exercise of the Stock Rights as a result of adjustments to the Stock Rights, 
changes in the estimated value of the Joint Venture (determined in good 
faith), additional capital contributions to the Joint Venture, adjustments to 
the conversion rights of the Preferred Stock or otherwise.  Without 
limitation of the foregoing, in the event that an increase to the Capital 
Contribution Cap has been approved by the Operating Partnership pursuant to 
Section 3.7(a) of the Joint Venture Agreement, the Company agrees to increase 
the number of shares covered by the Primary Shelf Registration Statement by 
at least (i) that number of shares of Common Stock equal to the product of 
(x) three (3) and (y) the quotient obtained by dividing (A) the amount of the 
Holders' share of such increase to the Capital Contribution Cap by (B) the 
Expansion Option Exercise Price; and (ii) that number of shares of Preferred 
Stock determined by dividing (x) the number of shares of Common Stock being 
registered pursuant to clause (i) of this sentence, by (y) the Conversion 
Multiple.

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          (c)  EFFECTIVE REGISTRATION.  A registration will not be deemed to 
have been effected as a Primary Shelf Registration Statement unless the 
Primary Shelf Registration Statement with respect thereto has been declared 
effective by the Commission and the Company has complied in all material 
respects with its obligations under this Agreement with respect thereto; 
PROVIDED, HOWEVER, that if after the Primary Shelf Registration Statement has 
been declared effective, the offering of Registrable Securities pursuant to 
such Primary Shelf Registration Statement is interfered with by any stop 
order, injunction or other order or requirement of the Commission or any 
other governmental agency or court, such Primary Shelf Registration Statement 
will be deemed not to have become effective during the period of such 
interference until the offering of Registrable Securities pursuant to such 
Primary Shelf Registration Statement may legally resume.  If a registration 
required pursuant to this Section 2 is deemed not to have been effected, then 
the Company shall continue to be obligated to effect a registration pursuant 
to this Section 2.

          (d)  HOLDER'S ADDITIONAL RIGHTS.  In the event that (i) the Company 
is unable to cause such Primary Shelf Registration Statement to be declared 
effective by the Commission or is unable to keep such Primary Shelf 
Registration Statement or successor Primary Shelf Registration Statements 
effective until such time as all of the Stock Rights have been terminated and 
the Holders have no further right to receive any shares of Common Stock 
and/or Preferred Stock under the terms of any of the Stock Rights, (ii) the 
Company for any reason issues any shares of Common Stock or Preferred Stock 
pursuant to any of the Stock Rights in a transaction not covered by a Primary 
Shelf Registration Statement, or (iii) a Holder is an Affiliate of the 
Company, then the Holders shall have the rights set forth in Sections 3 and 4 
below.

     SECTION 3.     RESALE SHELF REGISTRATION. 

          (a)  FILING; EFFECTIVENESS.  Prior to (i) the thirtieth (30th) day 
following the determination that the Company is unable to cause the Primary 
Shelf Registration Statement to be declared effective by the Commission or to 
keep such Primary Shelf Registration Statement (or successor Primary Shelf 
Registration Statements) effective until such time as all of the Stock Rights 
have been terminated and the Holders have no further right to receive any 
shares of Common Stock and/or Preferred Stock under the terms of any of the 
Stock Rights, or (ii) the tenth (10th) day following the Company's issuance 
of any shares of Common Stock or Preferred Stock pursuant to the Stock Rights 
in a transaction not covered by a Primary Shelf Registration Statement or a 
determination that a Holder is an Affiliate of the Company (but in no event 
earlier than the fourteenth (14th) day preceding the first anniversary of the 
date of the Stock Purchase Option Agreement) (each, a "RESALE REQUIRED FILING 
DATE") the Company shall prepare and file with the Commission a "resale 
shelf" registration statement (the "RESALE SHELF REGISTRATION STATEMENT") on 
the appropriate form for an offering to be made on a continuous basis 
pursuant to Rule 415 under the Securities Act (or any successor rule or 
similar provision then in effect) covering the resale by the Holders of the 
Registrable Securities.  It is the parties' intent that pursuant to this 
Section 3(a) the Holders of the Securities shall at all times until the 
expiration of the Target Effective Period, subject to the Suspension Events, 
have in effect a Registration Statement covering resales of any Registrable 
Securities held by the Holders if and to the extent 

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the resale of any such Registrable Securities would be limited by the volume 
limitations under Rule 144 or otherwise. The initial Resale Shelf 
Registration Statement prepared pursuant hereto shall register for resale by 
the Holders a good faith estimate of the maximum number of Registrable 
Securities that may from time to time be issuable pursuant to any of the 
Stock Rights, which shall not be less than at least (i) that number of shares 
of Common Stock equal to the product of (x) three (3) and (y) the quotient 
obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and 
(ii) that number of shares of Preferred Stock determined by dividing (x) the 
number of shares of Common Stock being registered pursuant to clause (i) of 
this sentence, by (y) the Conversion Multiple.  The Company shall use 
commercially reasonable efforts to have the Resale Shelf Registration 
Statement declared effective on or before the Resale Target Effective Date 
and to keep such Resale Shelf Registration Statement (or in the event such 
initial Resale Shelf Registration Statement is withdrawn or terminated for 
any reason, to keep a successor Resale Shelf Registration Statement) 
continuously effective for the Target Effective Period.  Any Holder shall be 
permitted to withdraw all or any part of the Registrable Securities from a 
Resale Shelf Registration Statement at any time prior to the effective date 
of such Shelf Registration Statement, but the Company shall be under no 
further obligation to register such Securities pursuant to this Section 3.   

          (b)  SUPPLEMENTS; AMENDMENTS.  The Company agrees, if necessary, to 
supplement or amend from time to time the Resale Shelf Registration 
Statement, as required by the rules, regulations or instructions applicable 
to the registration form used by the Company for such Resale Shelf 
Registration Statement or by the Securities Act, including as necessary to 
reflect any change in the number or nature of Securities issuable upon 
exercise of the Stock Rights as a result of adjustments to the Stock Rights, 
changes in the estimated value of the Joint Venture (determined in good 
faith), additional capital contributions to the Joint Venture, adjustments to 
the conversion rights of the Preferred Stock or otherwise, and the Company 
agrees to furnish to the Holders, Holders' Counsel and any managing 
underwriter copies of any such supplement or amendment prior to its being 
used and/or filed with the Commission.  Without limitation of the foregoing, 
in the event that an increase to the Capital Contributions Cap has been 
approved by the Operating Partnership pursuant to Section 3.7(a) of the Joint 
Venture Agreement, the Company agrees to increase the number of shares 
covered by the Resale Shelf Registration Statement by at least (i) that 
number of shares of Common Stock equal to the product of (x) three (3) and 
(y) the quotient obtained by dividing (A) the amount of the Holders' share of 
such increase to the Capital Contribution Cap by (B) the Expansion Option 
Exercise Price; and (ii)  that number of shares of Preferred Stock determined 
by dividing (x) the number of shares of Common Stock being registered 
pursuant to clause (i) of this sentence, by (y) the Conversion Multiple.

          (c)  EFFECTIVE REGISTRATION.  A registration will not be deemed to 
have been effected as a Resale Shelf Registration Statement unless the Resale 
Shelf Registration Statement with respect thereto has been declared effective 
by the Commission and the Company has complied in all material respects with 
its obligations under this Agreement with respect thereto; PROVIDED, HOWEVER, 
that if after the Resale Shelf Registration Statement has been declared 
effective, the offering of Registrable Securities pursuant to such Resale 
Shelf Registration Statement is interfered with by any stop order, injunction 
or other order or requirement of the

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Commission or any other governmental agency or court, the Target Effective 
Period will be extended by the time period of such interference.  If a 
registration required pursuant to this Section 3 is deemed not to have been 
effected, then the Company shall continue to be obligated to effect a 
registration pursuant to this Section 3.

     SECTION 4.     PIGGY-BACK REGISTRATION.

          (a)  REQUEST FOR REGISTRATION.  Each time the Company proposes to 
file a registration statement under the Securities Act with respect to an 
offering by the Company for its own account or for the account of any of its 
security holders of any class of equity security (other than (i) a 
registration statement on Form S-4 or S-8 (or any substitute form that is 
adopted by the Commission) or (ii) a registration statement filed in 
connection with an exchange offer or the offering of securities solely to the 
Company's existing security holders), then the Company shall give written 
notice of such proposed filing to the Holders as soon as practicable (but in 
no event less than 20 days before the anticipated filing date), and such 
notice shall offer the Holders the opportunity to register such number of 
shares of Registrable Securities as each Holder may request (which request 
must be made in writing and shall specify the Registrable Securities intended 
to be disposed of by such Holder and the intended method of distribution 
thereof) (a "PIGGY-BACK REGISTRATION"); PROVIDED, HOWEVER, that the Company 
shall not be required to include Registrable Securities in the securities to 
be registered pursuant to a registration statement on any form which limits 
the amounts of securities which may be registered by the issuer and/or 
selling security holders if, and to the extent that, such inclusion would 
make the use of such form unavailable. The Company shall permit, or, if the 
offering relating to a Piggy-Back Registration is an underwritten offering, 
shall use commercially reasonable efforts to cause the managing underwriter 
or underwriters of such proposed underwritten offering to permit, the 
Registrable Securities requested to be included in such Piggy-Back 
Registration to be included on the same terms and conditions as any similar 
securities of the Company or any other security holder included therein and 
shall permit, or use commercially reasonable efforts to cause such managing 
underwriter or underwriters to permit, the sale or other disposition of such 
Registrable Securities in accordance with such Holder's intended method of 
distribution thereof.  Any Holder shall have the right to withdraw its 
request for inclusion of its Registrable Securities in any registration 
statement pursuant to this Section 4 by giving written notice to the Company 
of such withdrawal at any time before the marketing of the offering has 
begun.  The Company may withdraw such registration statement at any time 
prior to the time it becomes effective, provided that the Company shall give 
immediate notice of such withdrawal to the Holders who requested Registrable 
Securities to be included in such Piggy-Back Registration, and shall 
reimburse such Holders for all reasonable out-of-pocket fees and expenses 
incurred prior to such withdrawal.

          (b)  PRIORITY ON PRIMARY REGISTRATIONS.  In the event a Piggy-Back
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of shares requested to be included in such registration
exceeds the Maximum Number, the Company will limit the number of shares included
in such registration to the Maximum Number, and the shares registered shall be
selected in the following order of priority: (i) first, securities the Company
proposes to sell, and 

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(ii) second, Registrable Securities covered by Piggy-Back Registration 
requests and all other securities requested to be included in such 
registration, pro rata among the holders thereof on the basis of the number 
of shares requested to be included in such registration.

          (c)  PRIORITY ON SECONDARY REGISTRATIONS.  In the event a 
Piggy-Back Registration is an underwritten secondary registration on behalf 
of holders of the Company's securities, and the managing underwriters advise 
the Company in writing that in their opinion the number of securities 
requested to be included in such registration exceeds the Maximum Number, the 
Company will include in such registration the shares requested to be included 
therein by the holders requesting such registration and the Registrable 
Securities covered by Piggy-Back Registration requests and any other 
securities requested to be included in such registration, pro rata among the 
holders thereof on the basis of the number of shares requested to be included 
in such registration; PROVIDED, HOWEVER, that if the holders requesting 
registration are doing so pursuant to demand registration rights of such 
holders, such holders' shares shall take priority over any Registrable 
Securities and any other securities requested to be included, which shall be 
included on a pro rata basis.

          (d)  CONTINUING OBLIGATIONS OF THE COMPANY.  Although the specific 
shares of Common Stock and/or Preferred Stock disposed of pursuant to a 
Piggy-Back Registration will cease to be Registrable Securities, the mere 
registration of Registrable Securities under this Section 4 shall not relieve 
the Company of its obligation to effect or maintain a Shelf Registration 
Statement pursuant to Section 2 or 3.  No failure by the Holders to elect a 
Piggy-Back Registration under this Section 4 or to complete the sale of 
Registrable Securities pursuant to the registration statement effected in 
connection therewith, and no withdrawal of Registrable Securities from a 
Piggy-Back Registration, shall relieve the Company of any other obligation 
under this Agreement, including without limitation, the Company's obligations 
under Sections 2, 3, 5 and 6.

     SECTION 5.     REGISTRATION PROCEDURES.

     In connection with the obligations of the Company to effect or cause the 
registration of any Registrable Securities pursuant to the terms and 
conditions of this Agreement, the Company shall use commercially reasonable 
efforts to effect the registration and sale of such Registrable Securities in 
accordance with the intended method of distribution thereof as quickly as 
practicable, and in connection therewith:

          (a)  When and as required pursuant to this Agreement, the Company
shall prepare and file with the Commission a Registration Statement on the
appropriate form under the Securities Act, which Registration Statement shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the Commission
to be filed therewith, and use its best efforts to cause such Registration
Statement to become effective and remain effective in accordance with the
provisions of this Agreement; PROVIDED, HOWEVER, that, at least three (3)
Business Days prior to filing a Registration Statement or Prospectus relating to
any registration of Registrable Securities to be effected pursuant to Section 3
or 4 hereof or any amendments or supplements thereto, including documents

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<PAGE>

incorporated by reference after the initial filing of such Registration 
Statement, the Company shall furnish to the Holders of the Registrable 
Securities covered by such Registration Statement, Holders' Counsel and the 
underwriters, if any, draft copies of all such documents proposed to be filed 
(other than exhibits to Forms 8-K, 10-K or 10-Q unless reasonably requested 
by a Holder), which documents will be subject to the review of Holders' 
Counsel and the underwriters, if any.

          (b)  The Company shall (i) prepare and file with the Commission 
such amendments to the Registration Statement as may be necessary to keep 
such Registration Statement effective for the applicable period; (ii) cause 
the Prospectus to be amended or supplemented as required and to be filed as 
required by Rule 424 or any similar rule that may be adopted under the 
Securities Act; (iii) respond as promptly as practicable to any comments 
received from the Commission with respect to the Registration Statement or 
any amendment thereto; and (iv) comply with the provisions of the Securities 
Act with respect to the disposition of all securities covered by such 
Registration Statement during the applicable period in accordance with the 
intended method or methods of distribution by the Holder covered thereby.

          (c)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall promptly 
furnish to any Holder and the underwriters, if any, without charge, such 
number of conformed copies of such Registration Statement and any 
post-effective amendment thereto and such number of copies of the Prospectus 
(including each preliminary Prospectus) and any amendments or supplements 
thereto, any documents incorporated by reference therein and such other 
documents as any such Holder or underwriter may reasonably  request in order 
to facilitate the public sale or other disposition of the Registrable 
Securities being sold by such Holder.

          (d)  The Company shall, on or prior to the date on which any Resale 
Shelf Registration Statement or any Registration Statement relating to a 
Piggy-Back Registration is declared effective, (i) use its best efforts to 
register or qualify the Registrable Securities covered by such Registration 
Statement under the securities or "blue sky" laws of each of the 50 states of 
the United States (or such United States jurisdictions as any Holder, 
Holders' counsel or underwriter may request) or obtain appropriate exemptions 
therefrom; (ii) do any and all other acts and things which may be necessary 
or advisable to enable the Holders of Registrable Securities included in the 
Registration Statement  to consummate the disposition of such Registrable 
Securities in accordance with their intended method of distribution thereof; 
(iii) use its best efforts to keep each such state securities or "blue sky" 
registration or qualification (or exemption therefrom) effective during the 
period in which the Company is required to keep the Registration Statement 
effective; and (iv) do any and all other acts or things which may be 
necessary or advisable to enable the Holders of Registrable Securities 
included in the Registration Statement to complete the disposition in such 
jurisdictions of such Registrable Securities in accordance with their 
intended method of distribution thereof; PROVIDED, HOWEVER, that the Company 
shall not be required (A) to qualify to do business in any jurisdiction where 
it would not otherwise be required to so qualify but for this Section 5(d), 
(B) to file any general consent to service of process or (C) subject itself 
to taxation in any such jurisdiction where it is not otherwise subject to 
taxation.

                                        11
<PAGE>

          (e)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall promptly notify 
each Holder, Holders' Counsel and any underwriter and (if requested by any 
such Person) confirm such notice in writing, (i) when a Registration 
Statement or a Prospectus or any post-effective amendment or any Prospectus 
supplement has been filed and, with respect to a Registration Statement or 
any post-effective amendment, when the same has become effective, (ii) of any 
request by the Commission or any state securities authority for amendments 
and supplements to a Registration Statement and Prospectus or for additional 
information after the Registration Statement has become effective, (iii) of 
the issuance by the Commission of any stop order suspending the effectiveness 
of a Registration Statement or the initiation or threatening of any 
proceedings for that purpose, (iv) of the issuance by any state securities 
commission or other regulatory authority of any order suspending the 
registration or qualification or exemption from registration or qualification 
of any of the Registrable Securities under state securities or "blue sky" 
laws or the initiation or threatening of any proceedings for that purpose, 
(v) if, between the effective date of a Registration Statement and the 
closing of any sale of Registrable Securities covered thereby, the 
representations and warranties of the Company contained in any underwriting 
agreement, securities sales agreement or other similar agreement, if any, 
relating to the offering of such Registrable Securities cease to be true and 
correct in all material respects, and (vi) of the happening of any event 
which makes any statement of a material fact made in a Registration Statement 
or related Prospectus untrue or which requires the making of any changes in 
such Registration Statement or Prospectus so that such Registration Statement 
or Prospectus will not contain any untrue statement of a material fact or 
omit to state any material fact required to be stated therein or necessary to 
make the statements therein, in light of the circumstances under which they 
were made, not misleading; and, as promptly as practicable thereafter, 
prepare and file an amendment to such Registration Statement with the 
Commission and furnish to the Holders and any underwriter a supplement or 
amendment to such Prospectus so that, as thereafter deliverable to the 
purchasers of such Registrable Securities, such Prospectus will not contain 
any untrue statement of a material fact or omit to state a material fact 
necessary to make the statements therein, in light of the circumstances under 
which they were made, not misleading.

          (f)  The Company shall make generally available to its security 
holders an earnings statement satisfying the provisions of Section 11(a) of 
the Securities Act as soon as practicable after the effective date of a 
Registration Statement, which requirement will be deemed to be satisfied if 
the Company timely files complete and accurate information on Forms 10-Q, 
10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 
under the Securities Act.

          (g)  The Company shall promptly use its best efforts to prevent the 
issuance of any order suspending the effectiveness of a Registration 
Statement, and, if any such order suspending the effectiveness of a 
Registration Statement is issued, shall promptly use its best efforts to 
obtain the withdrawal of such order at the earliest possible moment.

                                        12
<PAGE>

          (h)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall, if reasonably 
requested by the managing underwriter or underwriters, if any, Holders' 
Counsel, or any Holder promptly incorporate in a Prospectus supplement or 
post-effective amendment such information as such managing underwriter or 
underwriters or Holder or Holders' Counsel requests to be included therein, 
including, without limitation, with respect to the Registrable Securities 
being sold by such Holder to such underwriter or underwriters, the purchase 
price being paid therefor by such underwriter or underwriters and any other 
terms of an underwritten offering of the Registrable Securities to be sold in 
such offering, and the Company shall promptly make all required filings of 
such Prospectus supplement or post-effective amendment.

          (i)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall cooperate with 
the Holders and the managing underwriter or underwriters, if any, to 
facilitate the timely preparation and delivery of certificates (which shall 
not bear any restrictive legends unless required under applicable law) 
representing Registrable Securities sold under a Registration Statement to 
the purchasers thereof, and enable such Registrable Securities to be in such 
denominations and registered in such names as the managing underwriter or 
underwriters, if any, or such Holders may request and keep available and make 
available to the Company's transfer agent prior to the effectiveness of such 
Registration Statement a supply of such certificates.

          (j)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall enter into such 
customary agreements (including, if applicable, an underwriting agreement in 
customary form) and take such other actions as the Holders or the 
underwriters retained by the Holders participating in an underwritten public 
offering, if any, may request in order to expedite or facilitate the 
disposition of Registrable Securities.

          (k)  In connection with any registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof, the Company shall promptly make 
available to each Holder, any underwriter participating in any disposition of 
Registrable Securities pursuant to a Registration Statement, and any 
attorney, accountant or other agent or representative retained by any such 
Holder or underwriter (collectively, the "INSPECTORS"), all financial and 
other records, pertinent corporate documents and properties of the Company 
(collectively, the "RECORDS"), as shall be reasonably necessary to enable 
them to exercise their due diligence responsibility, and cause the Company's 
officers, directors and employees to supply all information requested by any 
such Inspector in connection with such Registration Statement.

          (l)  In connection with any registration of Registrable Securities
effected pursuant to Section 3 or 4 hereof, the Company shall furnish to each
Holder of Registrable Securities included in such offering and to each
underwriter, if any, a signed counterpart, addressed to such Holder or
underwriter, of (i) an opinion or opinions of counsel to the Company, and (ii) a
comfort letter or comfort letters from the Company's independent public
accountants, 

                                        13
<PAGE>

each in customary form and covering matters of the type customarily covered 
by opinions or comfort letters, as the case may be. 

          (m)  The Company shall use commercially reasonable efforts to cause 
all shares of Common Stock included in a Registration Statement (if the 
Company and the Registrable Securities so qualify) (i) to be listed on each 
national securities exchange, if any, on which similar securities issued by 
the Company are then listed, or (ii) if similar securities of the Company are 
not then listed, to be authorized for quotation or listing, as applicable, on 
the New York Stock Exchange or the National Association of Securities 
Dealers, Inc.'s ("NASD") Nasdaq Stock Market ("NASDAQ").

          (n)  The Company shall provide a CUSIP number for all Registrable 
Securities covered by a Registration Statement not later than the effective 
date of such Registration Statement.

          (o)  The Company shall cooperate with each Holder and each 
underwriter participating in the disposition of Registrable Securities and 
their respective counsel in connection with any filings required to be made 
with the NASD.

          (p)  The Company shall, during the period when the Prospectus is 
required to be delivered under the Securities Act, promptly file all 
documents required to be filed with the Commission pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act.

          (q)  The Company shall appoint or maintain a transfer agent and 
registrar for all Registrable Securities covered by a Registration Statement 
not later than the effective date of such Registration Statement.

          (r)  If the Registrable Securities are of a class of securities 
that is listed on a national securities exchange, the Company shall file 
copies of any Prospectus with such exchange in compliance with Rule 153 under 
the Securities Act so that the Holders shall benefit from the prospectus 
delivery procedures described therein.

     In the case of a Resale Shelf Registration Statement, each Holder, upon 
receipt of any notice (a "SUSPENSION NOTICE") from the Company of the 
happening of any Suspension Event, shall forthwith discontinue marketing or 
disposition, as applicable, of the Registrable Securities pursuant to the 
Resale Shelf Registration Statement covering such Registrable Securities 
until such Holder's receipt of the copies of the supplemented or amended 
Prospectus contemplated by Section 5(e) or until such Holder is advised in 
writing (the "ADVICE") by the Company that the use of the Prospectus may be 
resumed, and such Holder has received copies of any additional or 
supplemental filings which are incorporated by reference in the Prospectus, 
and, if so directed by the Company, such Holder will, or will request the 
managing underwriter or underwriters, if any, to, deliver to the Company (at 
the Company's expense) all copies, other than permanent file copies then in 
such Holder's possession, of the Prospectus covering such Registrable 
Securities current at the time of receipt of such Suspension Notice. In 
addition, the Company shall have the 

                                        14
<PAGE>

right to deliver a Suspension Notice to the Holder(s) prior to or following 
any exercise of the Stock Rights during the happening of a Suspension Event, 
which notice will (i) inform Holder(s) of the happening of a Suspension Event 
and the anticipated duration thereof, and (ii) offer Holder(s) the option of 
delaying the issuance of shares of Common Stock and/or Preferred Stock 
pursuant to their exercise of the Stock Rights or receiving such shares in a 
private placement exempt from the registration requirements of Section 5 of 
the Securities Act.  If the Holders elect to receive such shares in a private 
placement, then the Company shall, as promptly as practicable following such 
Suspension Event, file a Resale Registration Statement covering the resale of 
such shares pursuant to Section 3 hereof and perform all of its other 
obligations under this Agreement in connection therewith.  Notwithstanding 
anything in the Agreement to the contrary, the Company shall not give more 
than two Suspension Notices during any period of 12 consecutive months or 
which cover an aggregate of more than 90 days during any twelve-month period 
that a Suspension Notice is in effect (the "Suspension Period").  In the 
event that the Company shall give any Suspension Notice, the Company shall 
use commercially reasonable efforts and take such actions as are reasonably 
necessary to render the Advice and end the period that a Suspension Notice is 
in effect as promptly as practicable.

     A "Suspension Event" is any event (including without limitation (i) an 
underwritten primary offering by the Company if the Company is advised by the 
underwriters that sale of Registrable Securities under the Resale Shelf 
Registration Statement would have a material adverse effect on the primary 
offering (it being understood that the effect of a sale of Registrable 
Securities to the Holders under a Primary Shelf Registration Statement is not 
sufficient to constitute a Suspension Event) or (ii) pending negotiations 
relating to, or consummation of, a transaction or the occurrence of an event 
that would require additional disclosure of material information by the 
Company in the Shelf Registration Statement or such filing, as to which the 
Company has a bona fide business purpose for preserving confidentiality or 
which renders the Company unable to comply with Commission's requirements) 
that would make it impractical or inadvisable to cause the Shelf Registration 
Statement to become effective or to issue and/or sell Registrable Securities 
pursuant to a Shelf Registration Statement, but such suspension shall 
continue only for so long as such event or its effect is continuing.

     Each Holder agrees, in connection with any underwritten primary public 
offering by the Company, to cooperate with all reasonable and customary 
requests made by the managing underwriter.

     If any Registration Statement refers to any Holder by name or otherwise 
as the holder of any securities of the Company, then such Holder shall have 
the right to require (i) the insertion therein of language, in form and 
substance reasonably satisfactory to such Holder, to the effect that the 
holding by such Holder of such securities is not to be construed as a 
recommendation by such Holder of the investment quality of the Company's 
securities covered thereby and that such holding does not imply that such 
Holder will assist in meeting any future financial requirements of the 
Company, or (ii) in the event that the reference to such Holder by name or 
otherwise is not required by the Securities Act or any similar federal or 
state securities or "blue sky" statute and the rules and regulations 
thereunder then in force, the deletion of the reference to such Holder.

                                        15
<PAGE>

     SECTION 6.     REGISTRATION EXPENSES.  Any and all expenses incident to 
the Company's performance of or compliance with this Agreement, including 
without limitation, all Commission and securities exchange, Nasdaq or NASD 
registration, listing and filing fees, all fees and expenses incurred in 
connection with compliance with state securities or "blue sky" laws 
(including reasonable fees and disbursements of counsel for any underwriters 
or Holder in connection with the state securities or "blue sky" 
qualifications of the Registrable Securities), printing expenses, messenger 
and delivery expenses, internal expenses (including, without limitation, all 
salaries and expenses of the Company's officers and employees performing 
legal or accounting duties), all expenses for word processing, printing and 
distributing any Registration Statement, any Prospectus, any amendments or 
supplements thereto, any underwriting agreements, securities sales agreements 
and other documents relating to the performance of and compliance with this 
Agreement, the fees and expenses incurred in connection with the listing of 
the Registrable Securities, the fees and disbursements of counsel for the 
Company and of the independent certified public accountants of the Company 
(including the expenses of any comfort letters or costs associated with the 
delivery by independent certified public accountants of a comfort letter or 
comfort letter requested pursuant to Section 5(l), Securities Act liability 
insurance (if the Company elects to obtain such insurance), and the 
reasonable fees and expenses of any special experts or other Persons retained 
by the Company in connection with any registration  (all such expenses being 
herein called "REGISTRATION EXPENSES"), will be borne by the Company whether 
or not the Shelf Registration Statement or Piggy-Back Registration to which 
such expenses relate becomes effective; PROVIDED, HOWEVER, that the Holder(s) 
agree to reimburse the Company for fifty percent (50%) of the filing fee paid 
to the Commission with respect to the Registrable Securities in connection 
with the filing of a Primary Shelf Registration Statement or a Resale Shelf 
Registration Statement and that each Holder shall be solely responsible for 
any fees and disbursements of such Holder's legal counsel in connection with 
the filing of any Shelf Registration Statement hereunder and any offering or 
sale of Registrable Securities thereunder.

     SECTION 7.     INDEMNIFICATION AND CONTRIBUTION.

                                        16
<PAGE>

          (a)  INDEMNIFICATION BY THE COMPANY.  The Company agrees to 
indemnify and hold harmless, each Holder, its partners, officers, directors, 
trustees, stockholders, employees, agents and investment advisers, and each 
Person who controls such Holder within the meaning of either Section 15 of 
the Securities Act or Section 20 of the Exchange Act, or is under common 
control with, or is controlled by, such Holder, together with the partners, 
officers, directors, trustees, stockholders, employees, agents and investment 
advisors of such controlling Person (collectively, the "CONTROLLING 
PERSONS"), from and against all losses, claims, damages, liabilities and 
expenses (including, without limitation, any legal or other fees and expenses 
incurred by any Holder or any such Controlling Person in connection with 
defending or investigating any action or claim in respect thereof) 
(collectively, the "DAMAGES") to which such Holder, its partners, officers, 
directors, trustees, stockholders, employees, agents and investment advisers, 
and any such Controlling Person, may become subject under the Securities Act 
or otherwise, insofar as such Damages (or proceedings in respect thereof) 
arise out of or are based upon any untrue or alleged untrue statement of 
material fact contained in any Registration Statement (or any amendment 
thereto) effected pursuant to Section 3 or 4 hereof and pursuant to which 
Registrable Securities were registered under the Securities Act, including 
all documents incorporated therein by reference, or are caused by any 
omission or alleged omission to state therein a material fact necessary to 
make the statements therein, in light of the circumstances under which they 
were made, not misleading, or arise out of or are based upon any untrue 
statement or alleged untrue statement of a material fact contained in any 
Prospectus (as amended or supplemented if the Company shall have furnished 
any amendments or supplements thereto) relating to any registration of 
Registrable Securities effected pursuant to Section 3 or 4 hereof or are 
caused by any omission or alleged omission to state therein a material fact 
necessary to make the statements therein, in light of the circumstances under 
which they were made, not misleading; PROVIDED, HOWEVER, that the Company 
shall not be liable for Damages to any Holder or Controlling Person under 
this Section 7(a) to the extent that any such Damages (i) arise out of or are 
based upon any such untrue statement or omission which is based upon 
information relating to such Holder furnished in writing to the Company by 
such Holder for use in any such Registration Statement (or any amendment 
thereto) or Prospectus (or amendment or supplement thereto) relating to a 
registration of Registrable Securities effected pursuant to Section 3 or 4 
hereof; or (ii) were caused by the fact that such Holder sold Securities to a 
Person as to whom it shall be established that there was not sent or given, 
or deemed sent or given pursuant to Rule 153 under the Securities Act, at the 
time of or prior to the written confirmation of such sale, a copy of the 
applicable Prospectus as then amended or supplemented  if, and only if, (a) 
the Company has previously furnished copies of such amended or supplemented 
Prospectus to such Holder and (b) such Damages were caused by any untrue 
statement or omission or alleged untrue statement or omission contained in 
the Prospectus so delivered which was corrected in such amended or 
supplemented Prospectus.

          (b)  INDEMNIFICATION BY THE HOLDER.  Each Holder agrees, severally and
not jointly, to indemnify and hold harmless the Company, its directors and
officers and each Person, if any, who controls the Company within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act from
and against all Damages to the same extent as the foregoing indemnity from the
Company to such Holder, but only to the extent such Damages arise out of or are
based upon any untrue statement of a material fact contained in any Registration

                                        17
<PAGE>


Statement (or any amendment thereto) or Prospectus (or any amendment or 
supplement thereto) relating to a registration of Registrable Securities 
effected pursuant to Section 3 or 4 hereof or are caused by any omission to 
state therein a material fact necessary to make the statements therein, in 
light of the circumstances under which they were made, not misleading, which 
untrue statement or omission is based upon information relating to such 
Holder furnished in writing to the Company by such Holder expressly for use 
in any such Registration Statement (or any amendment thereto) or any such 
Prospectus (or any amendment or supplement thereto) relating to a 
registration of Registrable Securities effected pursuant to Section 3 or 4 
hereof; PROVIDED, HOWEVER, that such Holder shall not be obligated to provide 
such indemnity to the extent that such Damages result from the failure of the 
Company to promptly amend or take action to correct or supplement any such 
Registration Statement or Prospectus relating to a registration of 
Registrable Securities effected pursuant to Section 3 or 4 hereof on the 
basis of corrected or supplemental information furnished in writing to the 
Company by such Holder expressly for such purpose. In no event shall the 
liability of any Holder  of Registrable Securities hereunder be greater in 
amount than the amount of the proceeds received by such Holder upon the sale 
of the Registrable Securities giving rise to such indemnification obligation.

          (c)  INDEMNIFICATION PROCEDURES.  In case any proceeding (including 
any governmental investigation) shall be instituted involving any Person in 
respect of which indemnity may be sought pursuant to either paragraph (a) or 
(b) above, such Person (the "indemnified party") shall promptly notify the 
Person against whom such indemnity may be sought (the "indemnifying party") 
in writing and the indemnifying party, upon request of the indemnified party, 
shall retain counsel reasonably satisfactory to the indemnified party to 
represent the indemnified party and any others the indemnifying party may 
designate in such proceedings and shall pay the fees and disbursements of 
such counsel relating to such proceeding.  The failure of an indemnified 
party to notify the indemnifying party with respect to a particular 
proceeding shall not relieve the indemnifying party from any obligation or 
liability (i) which it may have pursuant to this Agreement if the 
indemnifying party is not substantially prejudiced by such failure to so 
notify it or (ii) which it may have otherwise than pursuant to this 
Agreement.  In any such proceeding, any indemnified party shall have the 
right to retain its own counsel, but the fees and expenses of such counsel 
shall be at the expense of such indemnified party unless (i) the indemnifying 
party and the indemnified party shall have mutually agreed to the retention 
of such counsel, or (ii) the indemnifying party fails promptly to assume the 
defense of such proceeding or fails to employ counsel reasonably satisfactory 
to such indemnified party, or (iii) (A) the named parties to any such 
proceeding (including any impleaded parties) include both such indemnified 
party or an Affiliate of such indemnified party and any indemnifying party or 
an Affiliate of such indemnifying party, (B) there may be one or more 
defenses available to such indemnified party or any Affiliate of such 
indemnified party that are different from or additional to those available to 
any indemnifying party or any Affiliate of any indemnifying party and (C) 
such indemnified party shall have been advised by such counsel that there may 
exist a conflict of interest between or among such indemnified party or any 
Affiliate of such indemnified party and such indemnifying party or any 
Affiliate of such indemnifying party, in which case, if such indemnified 
party notifies the indemnifying party in writing that it elects to employ 
separate counsel of its choice at the expense of the indemnifying party, the 
indemnifying party shall not have the right to assume the 

                                        18
<PAGE>

defense thereof and such counsel shall be at the expense of the indemnifying 
party, it being understood, however, that unless there exists a conflict 
among indemnified parties, the indemnifying parties shall not, in connection 
with any one such proceeding or separate but substantially similar or related 
proceedings in the same jurisdiction, arising out of the same general 
allegations or circumstances, be liable for the fees and expenses of more 
than one separate firm of attorneys (together with appropriate local counsel) 
at any time for such indemnified parties.  The indemnifying party shall not 
be liable for any settlement of any proceeding effected without its written 
consent but, if settled with such consent or if there be a final judgment for 
the plaintiff, the indemnifying party agrees to indemnify each indemnified 
party from and against any loss or liability by reason of such settlement or 
judgment.  No indemnifying party shall, without the prior written consent of 
each indemnified party, effect any settlement of any pending or threatened 
proceeding in respect of which such indemnified party is a party, and 
indemnity could have been sought hereunder by such indemnified party, unless 
such settlement includes an unconditional release of such indemnified party 
from all liability on all claims that are the subject matter of such 
proceeding with no payment by such indemnified party of consideration in 
connection with such settlement.

          (d)  CONTRIBUTION.    If the indemnification from the indemnifying 
party provided for in this Section 7 is found, pursuant to a final judicial 
determination not subject to appeal, to be unavailable to an indemnified 
party hereunder or insufficient in respect of any Damages incurred by such 
indemnified party, then each indemnifying party, in lieu of indemnifying such 
indemnified party, shall contribute to the Damages paid or payable by such 
indemnified party in such proportion as is appropriate to reflect the 
relative fault of the indemnifying party and the indemnified parties in 
connection with the actions or omissions that resulted in such Damages, as 
well as any other relevant equitable considerations.  The relative fault of 
such indemnifying party and indemnified parties shall be determined by 
reference to, among other things, whether any action or omission in question, 
including any untrue or alleged untrue statement of a material fact or the 
omission or alleged omission to state a material fact, has been made by, or 
relates to information supplied by, such indemnifying party or indemnified 
parties, and the parties' relative intent, knowledge, access to information 
and opportunity to correct or prevent such action.  The amount paid or 
payable by a party as a result of the Damages referred to above shall be 
deemed to include, subject to the limitations set forth in Section 7(c), any 
legal or other expenses reasonably incurred by such party in connection with 
any investigation or proceeding.  

     The parties hereto agree that it would not be just or equitable if 
contribution pursuant to this Section 7(d) were determined by pro rata 
allocation or by any other method of allocation that does not take account of 
the equitable considerations referred to in the immediately preceding 
paragraph. Notwithstanding the provisions of this Section 7(d), no 
underwriter shall be required to contribute any amount in excess of the 
amount by which the total price at which the Registrable Securities 
underwritten by it and distributed to the public were offered to the public 
(less any underwriting discounts or commissions) exceeds the amount of any 
damages which such underwriter has otherwise been required to pay by reason 
of such untrue or alleged untrue statement or omission or alleged omission, 
and no selling Holder shall be required to contribute any amount in excess of 
the amount by which the total net proceeds received by such selling 

                                        19
<PAGE>

Holder with respect to Registrable Securities sold by such selling Holder 
exceeds the amount of any damages which such selling Holder has otherwise 
been required to pay by reason of such untrue statement or alleged untrue 
statement or omission or alleged omission.  Each Holder's obligation to 
contribute pursuant to this Section 7(d) is several and not joint and shall 
be determined by reference to the proportion that the proceeds of the 
offering received by such Holder bears to the total proceeds of the offering 
received by all the Holders.  No person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Securities Act) 
shall be entitled to contribution from any person who was not guilty of such 
fraudulent misrepresentation.  The remedies provided for in this Section 7 
are not exclusive and shall not limit any rights or remedies that may 
otherwise be available to any indemnified party at law or in equity.

     Notwithstanding the foregoing, if indemnification is available under 
paragraph (a) or (b) of this Section 7, the indemnifying parties shall 
indemnify each indemnified party to the full extent provided in such 
paragraphs without regard to the relative fault of said indemnifying party or 
indemnified party or any other equitable consideration provided for in this 
Section 7(d).

          (e)  COVENANTS OF THE HOLDERS.  In connection with any registration 
of Registrable Securities effected pursuant to Section 3 or 4 hereof, each 
Holder hereby agrees (a) to cooperate with the Company and to furnish to the 
Company all such information concerning its plan of distribution and 
ownership interests with respect to its Registrable Securities in connection 
with the preparation of the Registration Statement and any filing with any 
state securities commissions as the Company may reasonably request and (b) to 
deliver or cause delivery of the Prospectus contained in the Registration 
Statement to any purchaser of the Registrable Securities covered by the 
Registration Statement from the Holder.

     SECTION 8.     RULE 144.  The Company covenants that it will file any 
reports required to be filed by it under the Securities Act and the Exchange 
Act, (or, if the Company is not required to file such reports, it will, upon 
the request of any Holder, make publicly available other information so long 
as necessary to permit sales of the Registrable Securities under Rule 144), 
and it will take such further action as any Holder may request, all to the 
extent required from time to time to enable such Holder to sell Registrable 
Securities without registration under the Securities Act within the 
limitation of the exemptions provided by (a) Rule 144, or (b) any successor 
rule or similar provision or regulation hereafter adopted by the Commission.  
Upon the request of any Holder at any time when the Company is not required 
to file reports under the Securities Act or the Exchange Act, the Company 
will deliver to such Holder a written statement as to whether it has complied 
with such requirements.

     SECTION 9.     RULE 144A.  The Company covenants that it will file all
reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder (or if
the Company is not required to file such reports, it will, upon the request of
any Holder, make available other information so long as necessary to permit
sales of the Registrable Securities pursuant to Rule 144A under the Securities
Act), and it will take such further action as any Holder may request, all to the
extent required from time to 

                                        20
<PAGE>

time to enable such Holder to sell Registrable Securities without 
registration under the Securities Act within the limitation of the exemptions 
provided by (a) Rule 144A, as such rule may be amended from time to time, or 
(b) any successor rule or similar provision or regulation hereafter adopted 
by the Commission.

     SECTION 10.    MISCELLANEOUS.

          (a)  USE OF DEPOSITARY SHARES.  In the event that the Company 
issues, or intends to issue, Depositary Shares to any Holder in connection 
with an exercise of any of the Stock Rights, references to Preferred Stock in 
this Agreement shall be deemed amended to refer to Depositary Shares, in each 
case at a ratio of 100 Depositary Shares for each share of Preferred Stock, 
and this Agreement shall be deemed simultaneously amended in all respects 
necessary to adjust the rights, terms and provisions hereunder as appropriate 
to reflect such issuance.  Each Depositary Share will have, proportionately, 
the same rights, privileges, duties and limitations as the share of Preferred 
Stock in which that Depositary Share evidences an interest.

          (b)  NO INCONSISTENT AGREEMENTS.  The Company has not entered into 
nor will the Company while this Agreement is in effect enter into any 
agreement which is inconsistent with the rights granted to the Holders of 
Registrable Securities in this Agreement or otherwise conflicts with the 
provisions hereof.

          (c)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement, 
including the provisions of this sentence, may not be amended, modified or 
supplemented, and waivers or consents to departures from the provisions 
hereof may not be given unless the Company has obtained the written consent 
of Holders of at least a majority in interest of the outstanding Registrable 
Securities affected by such amendment, modification, supplement, waiver or 
consent; PROVIDED, HOWEVER, that no amendment, modification, supplement, 
waiver or consent to any departure from the provisions of Section 5 hereof 
(other than any immaterial amendment, modification, supplement, waiver or 
consent) shall be effective as against any Holder of Registrable Securities 
unless consented to in writing by such Holder.

          (d)  NOTICES.  Except as otherwise provided in this Agreement, 
notices and other communications under this Agreement shall be in writing and 
shall be delivered, or mailed by registered or certified mail, return receipt 
requested, or by a nationally recognized overnight courier, postage prepaid, 
addressed, (a) if to the Holder, at the address set forth on the signature 
page hereto or such other address as the Holder shall have furnished to the 
Company in writing, or (b) if to any other holder of any Securities, at such 
address as such other holder shall have furnished to the Company in writing, 
or, until any such other holder so furnishes to the Company an address, then 
to and at the address of the last holder of such Securities who has furnished 
an address to the Company, or (c) if to the Company, at its address set forth 
on the signature page hereto, or at such other address the Company shall have 
furnished to the Holder and each such other holder in writing.  This 
Agreement and all documents entered into on the date hereof in conjunction 
with the transactions contemplated by the Stock Purchase Option Agreement and 
the Warrants and any such other documents delivered in connection herewith or 
therewith embody 

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<PAGE>

the entire agreement and understanding between the Holder and the Company and 
supersede all prior agreements and understandings relating to the subject 
matter hereof.  There are no restrictions, promises, warranties or 
undertakings, other than those set forth or referred to herein.

     All such notices and communications shall be deemed to have been duly 
given:  at the time delivered by hand, if personally delivered; five Business 
Days after being deposited in the mail, postage prepaid, if mailed; by 
confirmed receipt of transmission, if telecopied; and on the next Business 
Day if timely delivered to a courier guaranteeing overnight delivery.

          (e)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the 
benefit of and be binding upon the successors, assigns and transferees of 
each of the parties, including, without limitation and without the need for 
an express assignment, subsequent Holders.  If any transferee of the Holder 
shall acquire Registrable Securities in any manner, whether by operation of 
law or otherwise, such Registrable Securities shall be held subject to all of 
the terms of this Agreement, and by taking and holding such Registrable 
Securities such person shall be conclusively deemed to have agreed to be 
bound by and to perform all of the terms and provisions of this Agreement and 
such person shall be entitled to receive the benefits hereof.

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

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

          (h)  GOVERNING LAW.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Ohio without regard to 
principles or rules of conflicts of law.

          (i)  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 unenforceable 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 the Holders shall be enforceable to the fullest extent permitted by law.

          (j)  ATTORNEYS' FEES.  In any action or proceeding brought to 
enforce any provision of this Agreement or where any provision hereof is 
validly asserted as a defense, the successful party shall, to the extent 
permitted by applicable law, be entitled to recover reasonable attorneys' 
fees in addition to any other available remedy. 

                                        22
<PAGE>

          (k)  FURTHER ASSURANCES.  Each party shall cooperate and take such 
action as may be reasonably requested by another party in order to carry out 
the provisions and purposes of this Agreement and the transactions 
contemplated hereby.

          (l)  REMEDIES.  In the event of a breach or a threatened breach by 
any party to this Agreement of its obligations under this Agreement, any 
party injured or to be injured by such breach will be entitled to specific 
performance of its rights under this Agreement or to injunctive relief, in 
addition to being entitled to exercise all rights provided in this Agreement 
and granted by law. The parties agree that the provisions of this Agreement 
shall be specifically enforceable, it being agreed by the parties that 
remedies at law for violations hereof, including monetary damages, are 
inadequate and that the right to object in any action for specific 
performance or injunctive relief hereunder on the basis that a remedy at law 
would be adequate is waived.
                                        
                  [Remainder of Page Intentionally Left Blank]

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<PAGE>

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

                              BOYKIN LODGING COMPANY, an Ohio corporation


                              By: /s/ Paul A. O'Neil
                                 -------------------------------------------
                                 Name:  Paul A. O'Neil
                                 Title:  Chief Financial Officer and Treasure

                              Notice Information:

                              Boykin Lodging Company
                              Guildhall Building
                              45 West Prospect Avenue, Suite 1500
                              Cleveland, Ohio 44115
                              Attention: Robert W. Boykin, Chief Executive 
                              Officer

                              Telecopier:

                              with a copy to: 

                              Baker & Hostetler LLP
                              3200 National City Center
                              1900 E. 9th Street
                              Cleveland, Ohio 44114
                              Attention: Robert A. Weible, Esq.
                              Telecopier:

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<PAGE>


                              AEW PARTNERS III, L.P., a Delaware limited 
                              partnership

                              By:  AEW III, L.L.C., its General Partner

                              By:  AEW Partners III, Inc., its  
                                       Managing-Member


                                     By: /s/ James J. Finnegan
                                        -------------------------------
                                        Name: James J. Finnegan
                                        Title:  Vice President

                              Notice Information:

                              c/o AEW Capital Management, Inc.
                              225 Franklin Street
                              Boston, MA 02125
                              Attention:  J. Grant Monahan, Esq,
                              Telecopier:  (617) 261-9555

                              with a copy to:

                              Goodwin, Procter & Hoar LLP
                              Exchange Place
                              Boston, Massachusetts 02109-2881
                              Attention:  Michael H. Glazer, P.C.
                              Telecopier:  (617) 523-1231


                                       S-2