REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into this 15th day of  October,  2004,  by and  between  Lynch  Corporation,  an
Indiana  corporation  ("Lynch"),  and  Venator  Merchant  Fund L.P.,  a Delaware
limited partnership (the "Purchaser").

                                    RECITALS

     Lynch and the Purchaser are entering into a Securities  Purchase  Agreement
of even date herewith (the "Purchase Agreement"),  providing for the purchase by
Purchaser and sale by Lynch of 136,643  shares of common stock,  par value $0.01
per share,  of Lynch ("Common  Stock").  The shares of Common Stock purchased by
the Purchaser  pursuant to the Purchase  Agreement are referred to herein as the
"Shares."

     This Agreement is being entered into  concurrently  with the closing of the
transactions  contemplated by the Purchase Agreement.  The parties hereto desire
that the Shares be subject to the rights and obligations described herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  covenants,
agreements,  representations and warranties set forth herein, and for other good
and valuable consideration, the parties agree as follows:

     1.  DEFINITIONS.  Capitalized  terms used herein and not otherwise  defined
shall have the meanings  given them in the Purchase  Agreement.  As used in this
Agreement:

         (a)  "Commission"  means the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         (b)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended,  or any similar federal statute  enacted  hereafter,  and the rules and
regulations  of the  Commission  thereunder,  all as the same shall be in effect
from time to time.

         (c) "Holder" means the Purchaser or any  Transferee  complying with the
provisions of Section 19 that holds Registrable Securities.

         (d) "Prospectus"  means a prospectus forming a part of the Registration
Statement.

         (e) The terms "register,"  "registered" and  "registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance   with  the  Securities  Act  and  the  declaration  or  ordering  of
effectiveness of such registration statement by the Commission.

         (f)  "Registrable   Securities"  means  the  Shares,  as  well  as  any
securities  issued as a dividend or other  distribution  with  respect to, or in
exchange or in replacement of, the Shares.

         (g)  "Registration  Period"  has the  meaning  ascribed to such term in
Section 2.

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         (h) "Rule 144" means Rule 144  promulgated  under the Securities Act or
any similar rule enacted hereafter,  as the same shall be in effect from time to
time.

         (i) "Securities  Act" means the Securities Act of 1933, as amended,  or
any similar  federal statute  enacted  hereafter,  and the rules and regulations
promulgated thereunder, all as the same shall be in effect from time to time.

         (j) "Transferee" has the meaning ascribed to such term in Section 19.

     2.  REGISTRATION ON FORM S-3.  Lynch,  at its sole cost and expense,  shall
prepare and file with the  Commission,  within 60 days after the Closing Date, a
registration  statement  on Form S-3  pursuant to Rule 415 under the  Securities
Act,  or, in the event that Form S-3 is  unavailable  to Lynch,  a  registration
statement on such other form (in either event,  the  "Registration  Statement"),
covering the resale of the Shares  owned by each Holder,  and shall use its best
efforts: (i) to cause the Registration Statement to become effective as promptly
thereafter  as  possible;   and  (ii)  to  maintain  the  effectiveness  of  the
Registration  Statement for a minimum period of two years,  subject to extension
of that period as provided in Section 5 (or, if sooner, until such time, if any,
as the  registered  Shares are permitted to be sold by each Holder or Transferee
thereof without registration and without limitation pursuant to paragraph (k) of
Rule 144 (the "Registration Period")).

     3.  REGISTRATION  PROCEDURES.  In connection  with the  registration of any
Registrable   Securities,   Lynch   shall,   as   expeditiously   as   possible:

         (a)  Prepare  and  file  with the  Commission  such  pre-effective  and
post-effective  amendments and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement,  and/or file such

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