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<FILENAME>0003.txt

<DESCRIPTION>REGISTRATION AGREEMENT

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                            REGISTRATION AGREEMENT





          THIS REGISTRATION AGREEMENT (this "Agreement") is made as of November

22nd, 2000, by and among The Derby Cycle Corporation, a corporation organized

and existing under the laws of the State of Delaware (the "Company") and Quantum

Industrial Partners LDC, a Cayman Islands limited duration company ("Soros").



          The parties to this Agreement are parties to a Warrant Agreement,

dated November ____, 2000.   (the "Purchase Agreement").  In order to induce

Soros to enter into the Purchase Agreement, the Company has agreed to provide

the registration rights set forth in this Agreement.   Unless otherwise provided

in this Agreement, capitalized terms used herein shall have the meanings set

forth in paragraph 7 hereof.  Reference is made to that certain  Registration

Rights Agreement dated May 14, 1998 by and among Derby Finance S.a.r.l., a

corporation (societe a responsibilite limitee) organized and existing under the

laws of the Grand Duchy of Luxembourg ("DFS"), Perseus Cycle, L.L.C., a limited

liability company organized and existing under the laws of the State of Delaware

("Perseus") and DC Cycle, L.L.C., a limited liability company organized and

existing under the laws of the State of Delaware ("DCL").



          The parties hereto agree as follows:



          1.   Piggyback Registrations.



          (a)  Right to Piggyback. Whenever the Company proposes to register any

of its securities under the Securities Act and the registration form to be used

may be used for the registration of Registrable Securities (a "Piggyback

Registration"), the Company shall give prompt written notice to all holders of

Registrable Securities of its intention to effect such a registration and shall

include in such registration, subject to the provisions of paragraphs 1(c) and

1(d), all Registrable Securities with respect to which the Company has received

written requests for inclusion therein within 20 days after the receipt of the

Company's notice.



          (b)  Piggyback Expenses. The Registration Expenses of the holders of

Registrable Securities shall be paid by the Company in all Piggyback

Registrations.



          (c)  Priority on Primary Registrations. If a Piggyback Registration is

an underwritten primary registration on behalf of the Company, and the managing

underwriters advise the Company in writing that in their opinion the number of

securities requested to be included in such registration exceeds the number

which can be sold in such offering without adversely affecting the marketability

of the offering, the Company shall include in such registration (i) first, the

securities the Company proposes to sell, (ii) second, without limiting and after

giving effect to the DCL/Perseus Preference (as defined in Section 1(f) below),

the Registrable Securities requested to be included in such registration, pro

rata among the holders of such Registrable Securities on the basis of the number

of shares of Registrable Securities requested to be included in such

registration by each such holder, and (iii) third, other securities requested to

be included in such registration.

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          (d)  Priority on Secondary Registrations. If a Piggyback Registration

is an underwritten secondary registration on behalf of holders of the Company's

securities, and the managing underwriters advise the Company in writing that in

their opinion the number of securities requested to be included in such

registration exceeds the number which can be sold in such offering without

adversely affecting the marketability of the offering, the Company shall include

in such registration (i) first, the securities requested to be included therein

by the holders requesting such registration, (ii) second, without limiting and

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