REGISTRATION RIGHTS AGREEMENT



                           DATED AS OF AUGUST 20, 2003

                                  BY AND AMONG



                         HAIGHTS CROSS OPERATING COMPANY



                   THE GUARANTORS LISTED ON SCHEDULE I HERETO



                                       AND



                            BEAR, STEARNS & CO. INC.



                            BNY CAPITAL MARKETS, INC.



                            JEFFERIES & COMPANY, INC.



                                       AND



                      LANE, BERRY & CO. INTERNATIONAL, LLC



================================================================================



{PAGE}



         This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of August 20, 2003, by and among Haights Cross Operating

Company, a Delaware corporation (the "COMPANY"), the guarantors listed on

Schedule I hereto (the "GUARANTORS") and Bear, Stearns & Co. Inc., BNY Capital

Markets, Inc. and Jefferies & Company, Inc. (each an "INITIAL PURCHASER" and,

collectively, the "INITIAL PURCHASERS") and Lane, Berry & Co. International, LLC

(the "AGENT"), each of whom has agreed to, in the case of the Initial

Purchasers, purchase and, in the case of the Agent, place, the Company's 11 3/4%

Senior Notes due 2011 (the "INITIAL NOTES") pursuant to the Purchase Agreement

(as defined below).



         This Agreement is made pursuant to the Purchase Agreement, dated August

7, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, the Guarantors and

the Initial Purchasers and the Agent. In order to induce the Initial Purchasers

to purchase the Initial Notes and to induce the Agent to use its best efforts to

act, to the extent required by the Company, as the Company's agent in private

placement transactions, the Company has agreed to provide the registration

rights set forth in this Agreement. The execution and delivery of this Agreement

is a condition to the obligations of the Initial Purchasers and the Agent set

forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and

not otherwise defined shall have the meanings assigned to them the Indenture,

dated as of August 20, 2003, among the Company, the Guarantors and Wells Fargo

Bank Minnesota, N.A.,as trustee, relating to the Initial Notes and the Exchange

Notes (the "INDENTURE").



         The parties hereby agree as follows:



SECTION 1.        DEFINITIONS



         As used in this Agreement, the following capitalized terms shall have

the following meanings:



         ACT: The Securities Act of 1933, as amended.



         AFFILIATE: As defined in Rule 144 of the Act.



         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.



         CLOSING DATE: The date hereof.



         COMMISSION: The Securities and Exchange Commission.



         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for

purposes of this Agreement upon the occurrence of (a) the filing and

effectiveness under the Act of the Exchange Offer Registration Statement

relating to the Exchange Notes to be issued in the Exchange Offer, (b) the

maintenance of the continuous effectiveness of such Exchange Offer Registration

Statement and the keeping of the Exchange Offer open for a period not less than

the period required pursuant to Section 3(b) hereof and (c) the delivery by the

Company to the Registrar under the Indenture of Exchange Notes in the same

aggregate principal amount as the aggregate principal amount of Initial Notes

tendered by Holders thereof pursuant to the Exchange Offer.



         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.



{PAGE}



         EFFECTIVENESS DEADLINE: As defined in Sections 3(a) and 4(a) hereof.



         EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.



         EXCHANGE NOTES: The Company's 11 3/4%  Senior Notes due 2011 to be

issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as

contemplated by Section 4 hereof.



         EXCHANGE OFFER: The exchange and issuance by the Company of a

principal amount of Exchange Notes (which shall be registered pursuant to the

Exchange Offer Registration Statement) equal to the outstanding principal amount

of Initial Notes that are tendered by such Holders in connection with such

exchange and issuance.



         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement

relating to the Exchange Offer, including the related Prospectus.



         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.



         HOLDERS: As defined in Section 2 hereof.



         PROSPECTUS: The prospectus included in a Registration Statement at the

time such Registration Statement is declared effective, as amended or

supplemented by any prospectus supplement and by all other amendments thereto,

including post-effective amendments, and all material incorporated by reference

into such Prospectus.



         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.



         REGISTRATION DEFAULT: As defined in Section 5 hereof.



         REGISTRATION STATEMENT: Any registration statement of the Company and

the Guarantors relating to (a) an offering of Exchange Notes pursuant to an

Exchange Offer or (b) the registration for resale of Transfer Restricted

Securities pursuant to the Shelf Registration Statement, in each case, (i) that

is filed pursuant to the provisions of this Agreement, (ii) including the

Prospectus included therein, and (iii) including all amendments and supplements

thereto (including post-effective amendments) and all exhibits and material

incorporated by reference therein.

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