REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of April 23, 1993, by and between DWG Corporation, an Ohio corporation (the "Company"), and DWG Acquisition Group, L.P., a Delaware limited partnership ("DAG").

1.   Background .  DAG has entered into that certain Stock Purchase Agreement among Victor Posner ("Posner"), Security Management Corp., a Maryland corporation ("SMC") and Victor Posner Trust Number 20, a trust organized under the laws of the State of Florida (the "Trust") dated as of October 1, 1992 and as subsequently amended (the "Agreement"), providing for, among other things, the purchase by DAG from Posner, SMC and the Trust of 5,982,866 shares of common stock, par value $.10 per share, of the Company (the "Shares").

2.   Registration under Securities Act.

2.1.   Registration on Request .  (a)     Request .  At any time after the date hereof, the holders of Registrable Securities (as hereinafter defined) (hereinafter each such Person is a "Holder"), holding an aggregate of 25% of the Registrable Securities shall have the right to request, in a writing to the Company, that the Company effect a registration with the Commission (as hereinafter defined) under the Securities Act (as hereinafter defined) of no less than fifty (50%) percent of such requesting Holders' Registrable Securities; provided , however , that the Company shall not be obligated to effect more than two registrations pursuant to this Section 2.1.  The Company will promptly give written notice of any such requested registration to all Holders and thereupon, the Company will use its best efforts to effect the registration under the Securities Act of:

the Registrable Securities which the Company has been so requested to register by the Holders requesting registration pursuant to the first sentence of Section 2.l(a) (the "Requesting Holders"); and

(i)   Subject to Section 2.l(b), all other Registrable Securities which the Company has been requested to register by the Holders by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered.  If the Requesting Holders so elect, the offering of the Registrable Securities pursuant to this Section 2.1(a) shall be in the form of an underwritten offering.

(b)   If the managing underwriter of any underwritten offering shall advise the Company and the Requesting Holders in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to 66-2/3% of the Requesting Holders (by number of shares sought to be registered), the Company shall include in such registration the number of Registrable Securities which in the opinion of such managing underwriter can be sold within such price range, and such securities shall be allocated, first pro rata among the Requesting Holders, then, to the extent any Registrable Securities remaining, pro rata among the Holders requesting to have Registrable Securities included pursuant to Section 2.l(a)(ii) on the basis of the relative number of Registrable Securities requested by each such Holder to be included in such registration.

(c)   Registration Statement Form .  Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and as shall be reasonably acceptable to a majority of the Requesting Holders (by number of shares

sought to be registered) and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition.

(d)   Expenses .  The Company will pay promptly all Registration Expenses (as hereinafter defined) in connection with the registration requests made pursuant to this Section 2.1.

(e)   Effective Registration Statement .  A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not the fault of the Registering Holders and 85% or more of the Registrable Securities covered thereby have not been sold, or (iii) if the conditions to closing specified in the selling agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of any Registering Holder who is a party to the underwriting agreement or selling agreement to satisfy a covenant or condition contained therein (such registration to be deemed to have been effected in favor only of such defaulting Registering Holder and no other Registering Holder).

(f)   Underwriters .  The managing underwriter or underwriters of any underwritten offering effected pursuant to this Section 2.1 shall be selected by the Company and within ten (10) days of such selection, the Company shall notify the Requesting Holders of the selection.  The selection of the underwriters shall be subject to the approval of at least a majority of the Requesting Holders (by number of Registrable Securities sought to be registered), which approval shall not be unreasonably withheld and shall be given within 10 days after the

Company notifies the Requesting Holders of the selection, and the price, terms and provisions of the offering, shall be subject to the approval of at least 66 2/3% of the Requesting Holders (by number of Registrable Securities sought to be registered).

2.2.   Incidental Registration

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(a)   Right to Include Registrable Securities .  If the Company at any time proposes to register any of its securities under the Securities Act (other than by a registration on Form S-4, Form S-8 or any successor or similar form and other than pursuant to a registration statement requested pursuant to Section 2.1 hereof), whether or not for sale for its own account or as a result of a demand from a security holder, and if the registration form proposed to be used may be used for the registration of the Registrable Securities, it will each such time give prompt written notice to all Holders of its intention to do so and of such holders' rights under this Section 2.2.  Upon the written request of any Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration with the Commission under the Securities Act of all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided , however , that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such

registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to do so, to request that such registration be effected as a registration under Section 2.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.  No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.  The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2.

(b)   Apportionment in Incidental Registrations .  If (i) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters, and (ii) the managing underwriter of such underwritten offering shall inform the Company in writing of its good faith belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering or that the inclusion of such number of securities would adversely affect the marketing of the securities to be sold by the Company or the security holder or security holders upon whose exercise of demand registration rights the Company is registering securities, then the Company shall include, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first , either (A) in the case of a registration proposed by the Company for its own account, all securities proposed by the Company to be sold for its own account, or (B) in the case of a registration of any securities to be

registered by the Company for the accounts of other Persons pursuant to the exercise of demand registration rights granted pursuant to an applicable registration rights agreement between the Company and such other Person, the securities requested to be registered by such Person but only in such amount and to the extent required by such agreement and subject to the provisions of Section 7 hereof; second , such Registrable Securities requested to be included in such registration pursuant to Section 2.2 of this Agreement and such other securities requested to be included pursuant to the registration rights agreement between the Company and SMC dated the date hereof (the "SMC Agreement") notwithstanding any subsequent amendment or modification thereof, pro rata between the security holders under this Agreement and the SMC Agreement and third , such securities proposed to be registered by the Company for the accounts of other persons which must be included, pro rata .

2.3.   Registration Procedures .  If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2, the Company will, as promptly as possible:

(i)   select, in accordance with terms of this Agreement, underwriters, counsel and independent accountants for the Company in connection with such registration;

(ii)   prepare and (as promptly thereafter as practicable and in any event within 45 days after the end of the 30-day period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective and to remain effective for the period specified in Section 2.3(iii), provided , however , that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto;

(iii)   prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not more than six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable)) after the date of the original filing and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Registering Holders thereof set forth in such registration statement; provided , however , that at a reasonable time before filing any registration statement or prospectus or supplement or amendment thereto, the Company shall furnish drafts of such documents to counsel for the Registering Holders, which documents shall be subject to reasonable review by such counsel and further , provided that there shall not be counted as part of the six months any period during which the prospectus may not be used pursuant to the last paragraph of this Section 2.3;

(iv)   furnish to each Registering Holder and to any underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of theprospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act, in conformity with the requirements of the Securities Act, documents incorporated by reference in such registration statement, amendment, supplement or prospectus and such other documents (in each case including all exhibits), as a Registering Holder or underwriter may reasonably request;

(v)   use its best efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as a majority of the Registering Holders (by number of shares sought to be registered) or the underwriter shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable the Registering Holders to consummate the disposition in such jurisdictions of the securities owned by such Registering Holders, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision 2.3(v) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(vi)   use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Registering Holders to consummate the disposition of such Registrable Securities;

(vii)   furnish to each Registering Holder and the underwriters a signed counterpart of: (x) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement) covering such matters as are customarily covered by opinions of issuer's counsel delivered to underwriters in underwritten public offerings of securities; and (y) a "comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering matters which are customarily covered in accountants' letters delivered to the underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request;

(viii)   notify each Registering Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such Registering Holder promptly prepare and furnish to such Registering Holder a reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(ix)   otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement (as the term "effective date" is defined in Rule 158 under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and will furnish to each Registering Holder, underwriter and Registering Holders' or underwriter's counsel, at least two business days prior to the filing thereof, a draft copy of any amendment or supplement to such registration statement or prospectus and shall not file any such amendment or supplement which does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;

(x)   provide and cause to be maintained a transfer agent for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;

(xi)   use its best efforts (A) to list all Registrable Securities covered by such registration statement on any securities exchange on which any of the same class of the Registrable Securities is then listed or (B) in the event such securities are not so listed, to have such Registrable Securities qualified for inclusion on the NASDAQ National Market System, if the Registrable Securities are then so qualified or (C) in the event such securities are not so listed or qualified, to have such Registrable Securities qualified for inclusion on the NASDAQ System; and

(xii)   furnish unlegended certificates representing ownership of the Registrable Securities then being sold in such denominations as shall be requested by Registering Holders or underwriters.

The Company may require each Registering Holder to promptly furnish the Company, as a condition precedent to including such Registering Holder's Registrable Securities in any registration, such information regarding such Registering Holder and the distribution of such securities as the Company may from time to time reasonably request in writing.

Each Holder agrees, by acquisition of such Registrable Securities, that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (viii) of this Section 2.3, such Holder will forthwith discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (viii) of this Section 2.3 and, if so directed by the Company, will 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 and any amendments or supplements thereto relating to such Registrable Securities current at the time of receipt of such notice.

2.4.   Underwritten Offerings .

(a)   Requested Underwritten Offerings   If requested by the underwriters for any offering by Holders pursuant to a registration requested under Section 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Company, the Requesting Holders and the underwriters and to contain such representations and warranties by the Company and such other terms as are then generally prevailing in agreements of such type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.8 hereof.  The Requesting Holders and the Company will cooperate in the negotiation of the underwriting agreement, provided that nothing herein contained shall diminish the foregoing obligations of the Company.  The Registering Holders shall be parties to such underwriting agreement.  No Registering Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements to or for the benefit of the Company and such underwriters regarding such Registering Holder, such Registering Holder's Registrable Securities, any other information supplied in writing by such Registering Holder to the Company specifically for use in the Registration Statement and any other representation required by law.

(b)   Incidental Underwritten Offerings .  If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and its securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and