REGISTRATION RIGHTS AGREEMENT

                                by and among

                            BARNES & NOBLE, INC.,

                                  as Issuer

                                     and

           THE INITIAL PURCHASERS NAMED IN THE  PURCHASE AGREEMENT

                          Dated as of March 8, 2001

     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March
8, 2001 by and among Barnes & Noble, Inc., a Delaware corporation (the
"Company"), and Credit Suisse First Boston Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Initial Purchasers") under the
Purchase Agreement, dated March 8, 2001 (the "Purchase Agreement"), among the
Company and the Initial Purchasers.  In order to induce the Initial
Purchasers to enter into the Purchase 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 closing under the Purchase Agreement.

     The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon conversion of the Notes (each of the
foregoing a "Holder" and, together, the "Holders"), as follows:

     SECTION 1.     DEFINITIONS.  Capitalized terms used herein without
definition have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement, the following terms have the following
meanings:

     "Additional Interest" has the meaning set forth in Section 2(e) hereof.

     "Additional Interest Accrual Period" has the meaning set forth in
Section 2(e) hereof.

     "Additional Interest Payment Date" means each interest payment date
under the Indenture.

     "Affiliate," with respect to any specified person, means an "affiliate"
as defined in Rule 144, of such person.

     "Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.

     "Applicable Conversion Price" as of any date of determination means the
Conversion Price in effect as of such date of determination or, if no Notes
are then outstanding, the Conversion Price that would be in effect were Notes
then outstanding.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

     "Common Stock" means the shares of common stock, par value $.001 per
share, of the Company and any other shares of common stock as may constitute
"Common Stock" for purposes of the Indenture, including the Underlying Common
Stock.

     "Company" has the meaning set forth in the first paragraph of this
Agreement and also includes the Company's successors.

     "Conversion Price" has the meaning assigned such term in the Indenture.

     "CSFBC" means Credit Suisse First Boston Corporation.

     "Deferral Notice" has the meaning set forth in Section 3(i) hereof.

     "Deferral Period" has the meaning set forth in Section 3(i) hereof.

     "Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.

     "Effectiveness Period" means two years from the date of filing of the
Initial Shelf Registration Statement, as extended by any Deferral Period, or,
if a shorter period, from the date of the Initial Shelf Registration
Statement until there are no more Registrable Securities.

     "Event" has the meaning set forth in Section 2(e) hereof.

     "Event Date" has the meaning set forth in Section 2(e) hereof.

     "Event Termination Date" has the meaning set forth in Section 2(e)
hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

     "Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof..

     "Holder" has the meaning set forth in the second paragraph of this
Agreement.

     "Indenture" means the Indenture dated as of the date hereof between the
Company and the Trustee, pursuant to which the Notes are being issued.

     "Initial Purchasers" has the meaning set forth in the first paragraph of
this Agreement.

     "Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

     "Issue Date" means March 14, 2001.

     "Losses" has the meaning set forth in Section 6 hereof.

     "Material Event" has the meaning set forth in Section 3(i) hereof.

     "Notes" means the 5.25% Convertible Subordinated Notes due 2009 of the
Company to be purchased pursuant to the Purchase Agreement.

     "Notice and Questionnaire" means a written notice delivered to the
Company by a Holder containing any information with respect to the Holder
necessary to amend the Registration Statement or supplement the related
Prospectus with respect to the intended distribution of Registrable
Securities by such Holder.

     "Notice Holder" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date and holds
Registrable Securities, as of such dates.

     "Offering Circular" means the final offering circular dated March 8,
2001 relating to the issuance of the Notes.

     "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 amendment or prospectus
supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.

     "Purchase Agreement" has the meaning set forth in the first paragraph of
this Agreement.

     "Record Holder" means the holder of record of Registrable Securities on
the record date with respect to the interest payment date under the Indenture
on which Additional Interest is payable.

     "Registrable Securities" means the Notes, until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion or exchange, the Underlying Common Stock
and any securities into or for which such Underlying Common Stock have been
converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it,
(ii) expiration of the holding period that would be applicable thereto under
Rule 144(k) under the Securities Act were it not held by an Affiliate of the
Company and (iii) its public sale pursuant to Rule 144.

     "Registration Expenses" has the meaning set forth in Section 5 hereof.

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

     "Restricted Securities" has the meaning for this term as defined in Rule
144.

     "Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     "Rule 144A" means Rule 144A under the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

     "Shelf Registration Statement" has the meaning set forth in Section 2(a)
hereof.

     "Subsequent Shelf Registration Statement" has the meaning set forth in
Section 2(b) hereof.

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trustee" means United States Trust Company of New York (or any
successor entity), the trustee under the Indenture.

     "Underlying Common Stock" means the Common Stock into which the Notes
are convertible or issued upon any such conversion.

     SECTION 2.     SHELF REGISTRATION.

          (a)  The Company shall prepare and file or cause to be prepared and
filed with the SEC, on any date which is (i) after the earlier of (x) the
date on which all of the Optional Securities (as defined in the Purchase
Agreement) have been issued and (y) the date which is 30 days after the Issue
Date, and (ii) on or before the date (the "Filing Deadline Date") which is
ninety (90) days after the Issue Date, a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act (a "Shelf Registration Statement") registering the resale
from time to time by Holders thereof of all of the Registrable Securities
(the "Initial Shelf Registration Statement").  The Initial Shelf Registration
Statement shall be on an appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution elected by the Holders and set forth in the Initial
Shelf Registration Statement.  The Company shall use its reasonable best
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any
event within one hundred and eighty (180) days after the Issue Date (the
"Effectiveness Deadline Date"), and, subject to Section 3(i), to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the
expiration of the Effectiveness Period.  At the time the Initial Shelf
Registration Statement is declared effective, each Holder that became a
Notice Holder and that has provided the Company with an appropriately
completed Notice and Questionnaire, in each case on or prior to the date that
is five (5) Business Days prior to such time of effectiveness of the Initial
Shelf Registration Statement, shall be named as a selling securityholder in
the Initial Shelf Registration Statement and the related Prospectus, in such
a manner as to permit such Holder to deliver such Prospectus to purchasers of
Registrable Securities in accordance with applicable law.  None of the
Company's security holders (other than the Holders of Registrable Securities)
shall have the right to include any of the Company's securities in the Shelf
Registration Statement.

          (b)  If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason (including
by reason of an order suspending the effectiveness thereof) at any time
during the Effectiveness Period (other than because all Registrable
Securities registered thereunder have been resold pursuant thereto or have
otherwise ceased to be Registrable Securities), the Company shall use its
best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall, within thirty (30) days of
such cessation of effectiveness, amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending
the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement").  If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Subsequent Shelf Registration Statement continuously effective until the
end of the Effectiveness Period.

          (c)  The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or, to the extent to which the
Company does not reasonably object, as reasonably requested by (i) an Initial
Purchaser or its counsel or (ii) the Trustee on behalf of a majority in
interest of the registered Holders.

          (d)  Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i).  Each Holder of Registrable Securities wishing
to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the
Company at least five (5) Business Days prior to any intended distribution of
Registrable Securities under the effective Shelf Registration Statement.
From and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a
Notice and Questionnaire is delivered (i) if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement
or prepare and, if required by applicable law, file a supplement to the
related Prospectus or a supplement or amendment to any document incorporated
therein by reference or file any other document required under the Securities
Act so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to
the Shelf Registration Statement, use reasonable efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the "Amendment
Effectiveness Deadline Date") that is forty-five (45) days after the date
such post-effective amendment is required by this clause to be filed; (ii)
provide such Holder copies of any documents filed pursuant to Section
2(d)(i); and (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire
is delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period
in accordance with Section 3(i).  Notwithstanding anything contained herein
to the contrary, (i) the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) days from the
expiration of a Deferral Period (and the Company shall incur no obligation to
pay Additional Interest during such extension) if such Deferral Period is in
effect on the Amendment Effectiveness Deadline Date; and provided further,
that the Company shall not be obligated to file more than one (1)
post-effective amendment or supplement in any twenty (20) day period
following the date the Initial Shelf Registration Statement is declared
effective for the purpose of naming Holders as selling securityholders who
were not named in the Initial Shelf Registration Statement at the time of
effectiveness.  Any Holder who, subsequent to the date the initial
Registration Statement is declared effective, provides a Notice and
Questionnaire required by this Section 2(d) pursuant to the provisions of
this Section (whether or not such Holder has supplied the Notice and
Questionnaire at the time the Initial Shelf Registration Statement was
declared effective) shall be named as a selling securityholder in the Shelf
Registration Statement and related Prospectus in accordance with the
requirements of this Section 2(d).

          (e)  The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the initial Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, (iii) the Company has failed to perform its obligations set forth in
Section 2(d) within the time period required therein or (iv) the aggregate
duration of Deferral Periods in any applicable period exceeds the number of
days permitted in respect of such period pursuant to Section 3(i) hereof
(each of the events of a type described in any of the foregoing clauses (i)
through (iv) are individually referred to herein as an "Event," and the
Filing Deadline Date in the case of clause (i), the Effectiveness Deadline
Date in the case of clause (ii), the date by which the Company is required to
perform its obligations set forth in Section 2(d) in the case of clause (iii)
(including the filing of any post-effective amendment prior to the Amendment
Effectiveness Deadline Date), and the date on which the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted by
Section 3(i) hereof in the case of clause (iv) being referred to herein as an
"Event Date").  Events shall be deemed to continue until the "Event
Termination Date," which shall be the following dates with respect to the
respective types of Events: the date the Initial Shelf Registration Statement
is filed in the case of an Event of the type described in clause (i), the
date the Initial Shelf Registration Statement is declared effective under the
Securities Act in the case of an Event of the type described in clause (ii),
the date the Company performs its obligations set forth in Section 2(d) in
the case of an Event of the type described in clause (iii) (including,
without limitation, the date the relevant post-effective amendment to the
Shelf Registration Statement is declared effective under the Securities Act),
and termination of the Deferral Period that caused the limit on the aggregate
duration of Deferral Periods in a period set forth in Section 3(i) to be
exceeded in the case of the commencement of an Event of the type described in
clause (iv).

     Accordingly, subject to the last sentence of Section 3(i), with respect
to the period commencing on (and including) any Event Date and ending on (but
excluding) the relevant Event Termination Date (an "Additional Interest
Accrual Period"), the Company agrees to pay, as additional interest and not
as a penalty, an amount (the "Additional Interest"), payable on the
Additional Interest Payment Dates to Record Holders, accruing for each
portion of such Additional Interest Accrual Period beginning on and including
an Additional Interest Payment Date (or, in respect of the first time that
the Additional Interest is to be paid to Holders on an Additional Interest
Payment Date as a result of the occurrence of any particular Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Additional Interest Accrual Period or (B) the next Additional
Interest Payment Date, at a rate per annum equal to one-half of one percent
(0.5%) of the aggregate principal amount of such Notes that are Registrable
Securities or, in the case of Notes that have been converted into or
exchanged for Underlying Common Stock, at a rate per annum equal to one half
of one percent (0.5%) of the product of the Applicable Conversion Price of
such shares of Underlying Common Stock that are Registrable Securities and
the number of such shares of Underlying Common Stock, as the case may be, in
each case determined as of the Business Day immediately preceding the next
Additional Interest Payment Date; provided that in the case of an Additional
Interest Accrual Period that is in effect solely as a result of an Event of
the type described in clause (iii) of the immediately preceding paragraph,
such Additional Interest shall accrue in respect of Registrable Securities
held by, and shall be paid to, only the Holders that have delivered Notice
and Questionnaires that caused the Company to incur the obligations set forth
in Section 2(d) the non-performance of which is the basis of such Event,
provided, further, that any Additional Interest accrued with respect to any
Note or portion thereof called for redemption on a redemption date or
converted into Underlying Common Stock on a conversion date prior to the
Additional Interest Payment Date, shall, in any such event, be paid instead
to the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case
may be, on such date (or promptly following the conversion date, in the case
of conversion).  Notwithstanding the foregoing, no Additional Interest shall
accrue as to any Registrable Security from and after the earlier of (x) the
date such security is no longer a Registrable Security and (y) the expiration
of the Effectiveness Period.  The rate of accrual of the Additional Interest
with respect to any period shall not exceed one-half of one percent (0.5%)
per annum notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Additional Interest to the Holders of Registrable Securities pursuant to this
Section, the accrual of Additional Interest will cease (without in any way
limiting the effect of any subsequent Event requiring the payment of
Additional Interest by the Company).

     The Trustee shall be entitled, on behalf of Holders of Notes or
Underlying Common Stock, to seek any available remedy for the enforcement of
this Agreement, including the payment of any Additional Interest; provided
that Additional Interest payable under this Agreement shall be the sole
quantum of damages payable for breach by the Company of its registration
obligations under this Agreement.

     All of the Company's obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section
8(k)).

     The parties hereto agree that the additional interest provided for in
this Section 2(e) constitutes a reasonable estimate of the damages that may
be incurred by Holders of Registrable Securities by reason of the failure of
the Initial Shelf Registration Statement to be filed or declared effective or
available for effecting resales of Registrable Securities in accordance with
the provisions hereof.

     SECTION 3.     REGISTRATION PROCEDURES.  In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

          (a)  Before filing any Registration Statement or Prospectus or any
     amendments or supplements thereto with the SEC, furnish to CSFBC and
     counsel to the Initial Purchasers copies of all such documents proposed
     to be filed and use its reasonable efforts to reflect in each such
     document when so filed with the SEC such comments as the Initial
     Purchasers and counsel to the Initial Purchasers reasonably shall
     propose within three (3) Business Days of the delivery of such copies to
     CSFBC and counsel to the Initial Purchasers.

          (b)  Prepare and file with the SEC such amendments and
     post-effective amendments to each Registration Statement as may be
     necessary to keep such Registration Statement continuously effective for
     the applicable period specified in Section 2(a); cause the related
     Prospectus to be supplemented by any required Prospectus supplement, and
     as so supplemented to be filed pursuant to Rule 424 (or any similar
     provisions then in force) under the Securities Act; and use its
     reasonable efforts to comply with the provisions of the Securities Act
     applicable to it with respect to the disposition of all securities
     covered by such Registration Statement during the Effectiveness Period
     in accordance with the intended methods of disposition by the sellers
     thereof set forth in such Registration Statement as so amended or such
     Prospectus as so supplemented.

          (c)  As promptly as practicable (i) give notice to the Holders,
     counsel to the Notice Holders and the Initial Purchasers when any
     Registration Statement or any post-effective amendment has been declared
     effective and (ii) give notice to the Notice Holders, counsel to the
     Notice Holders and the Initial Purchasers (A) of any request, following
     the effectiveness of the Initial Shelf Registration Statement under the
     Securities Act, by the SEC or any other federal or state governmental
     authority for amendments or supplements to any Registration Statement or
     related Prospectus or for additional information, (B) of the issuance by
     the SEC or any other federal or state governmental authority of any stop
     order suspending the effectiveness of any Registration Statement or the
     initiation or threatening of any proceedings for that purpose, (C) of
     the receipt by the Company of any notification with respect to the
     suspension of the qualification or exemption from qualification of any
     of the Registrable Securities for sale in any jurisdiction or the
     initiation or threatening of any proceeding for such purpose, (D) of the
     occurrence of (but not the nature of or details concerning) a Material
     Event and (E) of the determination by the Company that a post-effective
     amendment to a Registration Statement will be filed with the SEC, which
     notice may, at the discretion of the Company (or as required pursuant to
     Section 3(i)), state that it constitutes a Deferral Notice, in which
     event the provisions of Section 3(i) shall apply.

          (d)  Use reasonable efforts to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement or the lifting
     of any suspension of the qualification (or exemption from qualification)
     of any of the Registrable Securities for sale in any jurisdiction in
     which they have been qualified for sale, in either case as promptly as
     practicable.

          (e)  As promptly as practicable (if reasonably requested by any
     Notice Holder or by an Initial Purchaser (with respect to any portion of
     an unsold allotment from the original offering if such Initial Purchaser
     is participating in the Shelf Registration Statement)), use its
     reasonable efforts to incorporate in a Prospectus supplement or
     post-effective amendment to a Registration Statement such information as
     such Notice Holder or Initial Purchaser shall reasonably request to be
     included therein.

          (f)  As promptly as practicable furnish to each Notice Holder and
          CSFBC, without charge, at least one (1) conformed copy of the
          Registration Statement and any amendment thereto, including
          financial statements but excluding schedules, all documents
          incorporated or deemed to be incorporated therein by reference and
          all exhibits (unless requested in writing to the Company by such
          Notice Holder or CSFBC, as the case may be).

          (g)  During the Effectiveness Period, deliver to each Notice Holder
     in connection with any sale of Registrable Securities pursuant to a
     Registration Statement, without charge, as many copies of the Prospectus
     or Prospectuses relating to such Registrable Securities (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Notice Holder may reasonably request; and the Company hereby consents
     (except during such periods that a Deferral Notice is outstanding and
     has not been revoked) to the use of such Prospectus or each amendment or
     supplement thereto by each Notice Holder in connection with any offering
     and sale of the Registrable Securities covered by such Prospectus or any
     amendment or supplement thereto in the manner set forth therein.

          (h)  Prior to any public offering of the Registrable Securities
     pursuant to a Shelf Registration Statement, register or qualify or
     cooperate with the Notice Holders in connection with the registration or
     qualification (or exemption from such registration or qualification) of
     such Registrable Securities for offer and sale under the securities or
     Blue Sky laws of such jurisdictions within the United States as any
     Notice Holder reasonably requests in writing (which request may be
     included in the Notice and Questionnaire); prior to any public offering
     of the Registrable Securities pursuant to a Shelf Registration
     Statement, keep each such registration or qualification (or exemption
     therefrom) effective during the Effectiveness Period in connection with
     such Notice Holder's offer and sale of Registrable Securities pursuant
     to such registration or qualification (or exemption therefrom) and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of such Registrable Securities in the
     manner set forth in the relevant Registration Statement and the related
     Prospectus; provided, that the Company will not be required to (i)
     qualify as a foreign corporation or as a dealer in securities in any
     jurisdiction where it would not otherwise be required to qualify but for
     this Agreement or (ii) take any action that would subject it to general
     service of process in suits or to taxation in any such jurisdiction
     where it is not then so subject.

          (i)  Upon (A) the issuance by the SEC of a stop order suspending
     the effectiveness of a Shelf Registration Statement or the initiation of
     proceedings with respect to a Shelf Registration Statement under Section
     8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
     the existence of any fact (a "Material Event") as a result of which any
     Registration Statement shall 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 not misleading, or any
     Prospectus shall 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 the light of the circumstances under
     which they were made, not misleading, or (C) the occurrence or existence
     of any pending corporate development, public filing with the SEC or
     other similar event with respect to the Company that, in the reasonable
     discretion of the Company, makes it appropriate to suspend the
     availability of a Shelf Registration Statement and the related
     Prospectus, (i) in the case of clause (B) above, subject to the next
     sentence, as promptly as practicable prepare and file, if necessary
     pursuant to applicable law, a post-effective amendment to such
     Registration Statement or a supplement to the related Prospectus or any
     document incorporated therein by reference or file any other required
     document that would be incorporated by reference into such Registration
     Statement and Prospectus so that such Registration Statement does 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 not misleading, and such Prospectus does 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 the light of the circumstances under which they were made,
     not misleading, and, in the case of a post-effective amendment to a
     Registration Statement, subject to the next sentence, use reasonable
     efforts to cause it to be declared effective as promptly as is
     practicable, and (ii) give notice to the Notice Holders that the
     availability of the Shelf Registration Statement is suspended (a
     "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice
     Holder agrees not to sell any Registrable Securities pursuant to the
     Registration Statement until such Notice Holder's receipt of copies of
     the supplemented or amended Prospectus provided for in clause (i) above,
     or until it is advised in writing by the Company that the Prospectus may
     be used, and has received copies of any additional or supplemental
     filings that are incorporated or deemed incorporated by reference in
     such Prospectus.  The Company will use reasonable efforts to ensure that
     the use of the Prospectus may be resumed (x) in the case of clause (A)
     above, as promptly as is practicable, (y) in the case of clause (B)
     above, as soon as, in the sole judgment of the Company, public
     disclosure of such Material Event would not be prejudicial to or
     contrary to the interests of the Company or, if necessary to avoid
     unreasonable burden or expense, as soon as practicable thereafter and
     (z) in the case of clause (C) above, as soon as, in the discretion of
     the Company, such suspension is no longer appropriate.  The Company
     shall be entitled to exercise its right under this Section 3(i) to
     suspend the availability of the Shelf Registration Statement or any
     Prospectus, without incurring or accruing any obligation to pay
     Additional Interest pursuant to Section 2(e), for one or more periods
     not to exceed 90 consecutive days and not to exceed, in the aggregate,
     120 days in any 12-month period; provided that with respect to any event
     under clause (A) or (B) above, for purposes of this sentence only, the
     Company shall be entitled to a five business day grace period which
     shall not count against such 90 or 120 day limit (such period, during
     which the availability of the Registration Statement and any Prospectus
     is suspended being a "Deferral Period").

          (j)  Use reasonable efforts to comply with all applicable rules and
     regulations of the SEC and make generally available to its
     securityholders earning statements (which need not be audited)
     satisfying the provisions of Section 11(a) of the Securities Act and
     Rule 158 thereunder (or any similar rule promulgated under the
     Securities Act) no later than 45 days after the end of any 3-month
     period (or 90 days after the end of any 12-month period if such period
     is a fiscal year) commencing on the first day of the first fiscal
     quarter of the Company commencing after the effective date of a
     Registration Statement, which statements shall cover said periods.

          (k)  In the case of registration of resales of the Notes, cause the
     Indenture to be qualified under the TIA, cooperate with the Trustee and
     the Notice Holders to effect such changes to the Indenture as may be
     required for the Indenture to be so qualified in accordance with the
     terms of the TIA and execute, and use commercially reasonable efforts to
     cause the Trustee to execute, all documents as may be required to effect
     such changes and all other forms and documents required to be filed with
     the SEC to enable the Indenture to be so qualified in a timely manner.

          (l)  Cooperate with each Notice Holder to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities sold or to be sold pursuant to a Registration Statement,
     which certificates shall not bear any restrictive legends unless
     required by applicable law, and cause such Registrable Securities to be
     in such denominations as are permitted by the Indenture and registered
     in such names as such Notice Holder may request in writing at least two
     (2) Business Days prior to any sale of such Registrable Securities.

          (m)  Provide a CUSIP number for all Registrable Securities covered
     by each Registration Statement not later than the effective date of such
     Registration Statement and provide the Trustee (if appropriate under the
     Indenture) and the transfer agent for the Common Stock with printed
     certificates for the Registrable Securities that are in a form eligible
     for deposit with The Depository Trust Company.

          (n)  Cause the Underlying Common Stock to be listed on any
     securities exchange or any automated quotation system on which similar
     securities issued by the Company are then listed.

          (o)  Provide such information as is required for any filings
     required to be made with the National Association of Securities Dealers,
     Inc.

          (p)  If requested in connection with a disposition of Registrable
     Securities pursuant to a Registration Statement, make available for
     inspection by a representative of the Holders of a majority of the
     Registrable Securities being sold and any attorney or accountant
     retained by such selling holders, financial and other records, pertinent
     corporate documents and properties of the Company and its subsidiaries,
     and cause the executive officers, directors and employees of the Company
     and its subsidiaries to supply all information reasonably requested by
     any such representative, attorney or accountant in connection with such
     disposition, subject to reasonable assurances by each such person that
     such information will be used only in connection with matters relating
     to such Registration Statement, provided, however, that the foregoing
     inspection and information gathering shall be coordinated by one counsel
     chosen by the Holders and that such persons shall first agree in writing
     with the Company that any information so supplied by the Company shall
     be kept confidential by such persons, unless (i) such information is
     publicly available, (ii) disclosure of such information is required by
     court or administrative order or is necessary to respond to inquiries of
     regulatory authorities, (iii) disclosure of such information is required
     by law (including any disclosure requirements pursuant to Federal
     securities laws in connection with the filing of any Registration
     Statement or the use of any prospectus referred to in this Agreement),
     (iv) such information becomes generally available to the public other
     than as a result of a disclosure or failure to safeguard by any such
     person or (v) such information becomes available to any such person from
     a source other than the Company and such source is not bound by a
     confidentiality agreement with, or other legal or fiduciary obligation
     of confidentiality to, the Company.

          (q)  The Company shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form)
     and take any other actions any Holder shall reasonably request in order
     to facilitate the disposition of the Securities pursuant to the Shelf
     Registration Statement, provided, however, that the Company shall not be
     required to facilitate an underwritten offering pursuant to the Shelf
     Registration Statement by any Holders unless the offering relates to at
     least $50,000,000 principal amount of the Notes or the equivalent number
     of shares of Common Stock into which such Notes are convertible.

          (r)  The Company, if requested by any Holder of Securities covered
     by the Shelf Registration Statement, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders, and the managing underwriters,
     if any, thereof, and dated, in the case of the initial opinion, the
     effective date of such Shelf Registration Statement (it being agreed
     that the matters to be covered by such opinion shall include, without
     limitation, the due incorporation and good standing of the Company; the
     qualification of the Company to transact business as a foreign
     corporation; the due authorization, execution and delivery of the
     relevant agreement of the type referred to in Section 3(q) hereof; the
     due authorization, execution, authentication and issuance, and the
     validity and enforceability, of the applicable Securities; the absence
     of material legal or governmental proceedings involving the Company; the
     absence of governmental approvals required to be obtained in connection
     with the Shelf Registration Statement, the offering and sale of the
     applicable Securities, or any agreement of the type referred to in
     Section 3(q) hereof; the compliance as to form of such Shelf
     Registration Statement and any documents incorporated by reference
     therein and of the Indenture with the requirements of the Securities Act
     and the Trust Indenture Act, respectively; and, as of the date of the
     opinion and as of the effective date of the Shelf Registration Statement
     or most recent post-effective amendment thereto, as the case may be, the
     absence from such Shelf Registration Statement and the prospectus
     included therein, as then amended or supplemented, and from any
     documents incorporated by reference therein of an untrue statement of a
     material fact or the omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading (in the case of any such documents, in the light of the
     circumstances existing at the time that such documents were filed with
     the SEC under the Exchange Act), (ii) its officers to execute and
     deliver all customary documents and certificates and updates thereof
     requested by any underwriters of the applicable Securities or counsel
     for the Holders and (iii) its independent public accountants and the
     independent public accountants with respect to any other entity for
     which financial information is provided in the Shelf Registration
     Statement to provide to the selling Holders of the applicable Securities
     and any underwriter therefor a comfort letter in customary form and
     covering matters of the type customarily covered in comfort letters in
     connection with primary underwritten offerings, subject to receipt of
     appropriate documentation as contemplated by Statement of Auditing
     Standards No. 72.

          SECTION 4.     HOLDER'S OBLIGATIONS.  Each Holder agrees, by
     acquisition of the Registrable Securities, that no Holder of Registrable
     Securities shall be entitled to sell any of such Registrable Securities
     pursuant to a Registration Statement or to receive a Prospectus relating
     thereto, unless such Holder has furnished the Company with a Notice and
     Questionnaire as required pursuant to Section 2(d) hereof and the
     information set forth in the next sentence.  Each Notice Holder agrees
     promptly to furnish to the Company all information required to be
     disclosed in order to make the information previously furnished to the
     Company by such Notice Holder not misleading and any other information
     regarding such Notice Holder and the distribution of such Registrable
     Securities as the Company may from time to time reasonably request.  Any
     sale of any Registrable Securities by any Holder shall constitute a
     representation and warranty by such Holder that the information relating
     to such Holder and its plan of distribution is as set forth in the
     Prospectus delivered by such Holder in connection with such disposition,
     that such Prospectus does not as of the time of such sale contain any
     untrue statement of a material fact relating to or provided by such
     Holder or its plan of distribution and that such Prospectus does not as
     of the time of such sale omit to state any material fact relating to or
     provided by such Holder or its plan of distribution necessary to make
     the statements in such Prospectus, in the light of the circumstances
     under which they were made, not misleading.

     SECTION 5.     REGISTRATION EXPENSES.  The Company shall bear all fees
and expenses incurred in connection with the performance by the Company of
its obligations under this Agreement whether or not any of the Registration
Statements are declared effective.  Such fees and expenses shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, (x) fees and expenses of counsel with respect to filings required
to be made with the National Association of Securities Dealers, Inc. and (y)
fees and expenses required to comply with federal and state securities or
Blue Sky laws (including, without limitation, reasonable fees and
disbursements of its counsel in connection with Blue Sky qualifications of
the Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may reasonably designate), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository
Trust Company), (iii) duplication expenses relating to copies of any
Registration Statement or Prospectus delivered to any Holders hereunder, (iv)
fees and disbursements of counsel for the Company in connection with the
Shelf Registration Statement, (v) the fees and disbursements of the
independent public accountants of the Company, including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance, (vi) reasonable fees and disbursements of the
Trustee and of the registrar and transfer agent for the Common Stock and
their respective counsel and (vii) Securities Act liability insurance
obtained by the Company in its sole discretion.  In addition, the Company
shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing
legal or accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which similar securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.  Notwithstanding the provisions of
this Section 5, each seller of Registrable Securities shall pay selling
expenses and all registration expenses to the extent the Company is
prohibited from paying such expenses under applicable law.

     SECTION 6.     INDEMNIFICATION.

          (a)  INDEMNIFICATION BY THE COMPANY.  The Company shall indemnify
and hold harmless each Notice Holder and each person, if any, that controls
any Notice Holder (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) from and against any losses,
liabilities, claims, damages and expenses (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (collectively, "Losses"), arising out
of or based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company shall
not be liable in any such case to the extent that any such Losses arise out
of or are based upon an untrue statement or alleged untrue statement
contained in or omission or alleged omission from any of such documents
relating to a Holder made in reliance upon and conformity with information
furnished to the Company in writing by such Holder expressly for use therein;
provided further that the indemnification contained in this paragraph shall
not inure to the benefit of any Holder of Registrable Securities (or to the
benefit of any person controlling such Holder) on account of any such Losses
arising out of or based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any preliminary prospectus provided
in each case the Company has complied with its several obligations under
Section 3(a) hereof if, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder under the Securities
Act, either (A) (i) such Holder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale
by such Holder to the person asserting the claim from which such Losses arise
and (ii) the Prospectus would have corrected such untrue statement or alleged
untrue statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and (y) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such Losses arise.

          (b)  INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES.  Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company and its respective directors and officers, and each person, if any,
that controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) and any other Holder, from
and against all Losses (i) arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission related to a Holder and was made in
reliance upon and in conformity with information furnished to the Company in
writing by such Holder expressly for use in such Registration Statement or
Prospectus or amendment or supplement thereto and (ii) arising out of or
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus provided in each case the
Company has complied with its several obligations under Section 3(a) hereof
if, to the extent that a prospectus relating to such Securities was required
to be delivered by the indemnifying Holder under the Securities Act, either
(A) (i) such Holder failed to send or deliver a copy of the Prospectus with
or prior to the delivery of written confirmation of the sale by such Holder
to the person asserting the claim from which such Losses arise and (ii) the
Prospectus would have corrected such untrue statement or alleged untrue
statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and (y) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such Losses arise.  In no event shall
the liability of any Selling Holder of Registrable Securities hereunder be
greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities pursuant to the
Registration Statement giving rise to such indemnification obligation.

          (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS.  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 of the two preceding paragraphs, 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 proceeding and shall
pay the reasonable fees and disbursements of such counsel related to such
proceeding. 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 in writing to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them.  It is understood that the indemnifying party shall not, in respect of
the legal expenses of any indemnified party in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel)
for all indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred.  Such separate firm shall be designated in
writing by, in the case of parties indemnified pursuant to Section 6(a), the
Holders of a majority (with Holders of Notes deemed to be the Holders, for
purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such designation is made) of the
Registrable Securities covered by the Registration Statement held by Holders
that are indemnified parties pursuant to Section 6(a) and, in the case of
parties indemnified pursuant to Section 6(b), the Company.  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 the 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 the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which any indemnified
party is or could have been 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 claims
that are the subject matter of such proceeding and does not include a
statement as to, or an admission of, fault, culpability or a failure to act
by or on behalf of an indemnified party.

          (d)  CONTRIBUTION.  To the extent that the indemnification provided
for in this Section 6 is unavailable to an indemnified party under Section
6(a) or 6(b) hereof in respect of any Losses or is insufficient to hold such
indemnified party harmless, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand or (ii) if the allocation provided in clause (i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also to the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations.  Benefits received by
the Company shall be deemed to be equal to the total net proceeds from the
initial placement pursuant to the Purchase Agreement (before deducting
expenses) of the Notes pursuant to the Purchase Agreement.  Benefits received
by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act.  The
relative fault of the Holders on the one hand and the Company on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Holders or by the Company, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  Benefits received by any underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on the
cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses.  The Holders' respective obligations to
contribute pursuant to this paragraph are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a
Registration Statement, and not joint.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method or allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an indemnified party as a result of
the Losses referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding this
Section 6(d), an indemnifying party that is a selling Holder of Registrable
Securities shall not be required to contribute any amount in excess of the
amount by which the net proceeds received by such indemnifying party from
Registrable Securities sold and distributed to the public exceeds the amount
of any damages that such indemnifying party has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  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.

          (e)  The indemnity, contribution and expense reimbursement
obligations of the parties hereunder shall be in addition to any liability
any indemnified party may otherwise have hereunder, under the Purchase
Agreement or otherwise.

          (f)  The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Holder or any person controlling any Holder, or the Company, or
the Company's officers or directors or any person controlling the Company and
(iii) the sale of any Registrable Securities by any Holder.

     SECTION 7.     INFORMATION REQUIREMENTS.  The Company covenants that, if
at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in
writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably 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 Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to
such exemptions.  Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a
statement has been included in the Company's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act.  Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

     SECTION 8.     MISCELLANEOUS.

          (a)  NO CONFLICTING AGREEMENTS.  The Company (i) is not, as of the
date hereof, a party to, nor shall it, on or after the date of this
Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement or that permits other holders of the Company's outstanding
securities to offer such securities for resale under the Registration
Statement, and (ii) represents and warrants that the rights granted to the
Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the holders of the Company's securities under any other
agreements.

          (b)  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 a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Notes deemed to be the
Holders, for purposes of this Section, of the number of outstanding shares of
Underlying Common Stock into which such Notes are or would be convertible or
exchangeable as of the date on which such consent is requested).
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders of Registrable Securities may be given by
Holders of at least a majority of the Registrable Securities being sold by
such Holders pursuant to such Registration Statement; provided, that the
provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding
sentence.  Each Holder of Registrable Securities outstanding at the time of
any such amendment, modification, supplement, waiver or consent or thereafter
shall be bound by any such amendment, modification, supplement, waiver or
consent effected pursuant to this Section 8(b), whether or not any notice,
writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to
such Holder.

          (c)  NOTICES.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by facsimile,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) on the date indicated on the facsimile confirmation report
(or, if such date is not a Business Day, on the Business Day thereafter), if
made by facsimile, (ii) one (1) Business Day after being deposited with such
courier, if made by overnight courier or (iv) on the date indicated on the
notice of receipt, if made by first-class mail, to the parties as follows:

          (1)  if to a Holder of Registrable Securities that is not a Notice
     Holder, at the address for such Holder then appearing in the Note
     Register (as defined in the Indenture);

          (2)  if to a Notice Holder, at the most current address given by
     such Holder to the Company in a Notice and Questionnaire or any
     amendment thereto;

          (3)  if to the Company, to:

                    Barnes & Noble, Inc.
                    122 Fifth Avenue
                    New York, NY 10011
                    Attention:  Maureen O'Connell, Chief Financial Officer
                    Facsimile Number:  (212) 675-0413

               with a copy to:

                    Robinson Silverman Pearce Aronsohn and Berman LLP
                    1290 Avenue of the Americas
                    New York, NY 10104
                    Attention: Jay M. Dorman, Esq.
                    Facsimile Number:  (212) 541-4630

          (4)  if to the Initial Purchasers, to them at:

                    c/o Credit Suisse First Boston Corporation
                    2121 Avenue of the Stars
                    Suite 3000
                    Los Angeles, California  90067
                    Attention:  Legal Department
                    Facsimile Number:  (310) 282-6178

               with a copy to:

                    Cahill Gordon & Reindel
                    80 Pine Street
                    New York, NY 10005
                    Attention:  Michael A. Becker, Esq. and James J. Clark,
                    Esq.
                    Facsimile Number:  (212) 269-5420

          (5)  if to counsel for the Initial Purchasers, to Cahill Gordon &
     Reindel at the above address and facsimile number (or as otherwise
     requested by the Notice Holders), or to such other address as such
     person may have furnished to the other persons identified in this
     Section 8(c) in writing in accordance herewith.

          (d)  APPROVAL OF HOLDERS.  Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates
(other than the Initial Purchasers or subsequent Holders of Registrable
Securities if such subsequent Holders are deemed to be such affiliates solely
by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (e)  SUCCESSORS AND ASSIGNS.  Any person who purchases any
Registrable Securities from the Initial Purchasers shall be deemed, for
purposes of this Agreement, to be an assignee of the Initial Purchasers.
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties and shall inure to the benefit
of and be binding upon each Holder of any Registrable Securities.

          (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 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 NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

          (i)  SEVERABILITY.  If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby, and the parties hereto shall use their
reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties shall be enforceable to the fullest extent
permitted by law.

          (j)  ENTIRE AGREEMENT.  This Agreement is intended by the parties
as a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities.  Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect
to the Registrable Securities.  This Agreement supersedes all prior
agreements and undertakings among the parties with respect to such
registration rights.  No party hereto shall have any rights, duties or
obligations other than those specifically set forth in this Agreement.

          (k)  TERMINATION.  This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 5 or 6 hereof and the
obligations to make payments of and provide for Additional Interest under
Section 2(e) hereof to the extent such damages have accrued prior to the end
of the Effectiveness Period, each of which shall remain in effect in
accordance with its terms.

                          (Signature Page Follows)



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

                         BARNES & NOBLE, INC.

                         By: /s/ Maureen O'Connell
                            --------------------------------
                              Name:  Maureen O'Connell
                              Title: Chief Financial Officer

     The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first written above.

                         CREDIT SUISSE FIRST BOSTON CORPORATION
                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED

                         By:  CREDIT SUISSE FIRST BOSTON CORPORATION

                         By: /s/ Steven Cramer
                            --------------------------------
                              Name:  Steven M. Cramer
                              Title: Vice President