AMERICAN ACHIEVEMENT CORP
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>d16729exv10w1.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                        AMERICAN ACHIEVEMENT CORPORATION

                    8.25% SENIOR SUBORDINATED NOTES DUE 2012

                      UNCONDITIONALLY GUARANTEED AS TO THE
                     PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
            AND INTEREST BY THE GUARANTORS NAMED ON SCHEDULE I HERETO

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                  March 25, 2004

Goldman, Sachs & Co.,
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

            American Achievement Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to the Purchasers (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein) an
aggregate of $150,000,000 principal amount of its 8.25% Senior Subordinated
Notes due 2012, which are unconditionally guaranteed by the Guarantors named in
Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company and the Guarantors agree with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

            1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

            "Base Interest" shall mean the interest that would otherwise accrue
      on the Securities under the terms thereof and the Indenture, without
      giving effect to the provisions of this Agreement.

            "Blackout Period" shall have the meaning set forth in Section 2(c)
      hereof.

            The term "broker-dealer" shall mean any broker or dealer registered
      with the Commission under the Exchange Act.

            "Closing Date" shall mean the date on which the Securities are
      initially issued.

            "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

            "Effective Time," in the case of (i) an Exchange Registration, shall
      mean the time and date as of which the Commission declares the Exchange
      Registration Statement effective or

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      as of which the Exchange Registration Statement otherwise becomes
      effective and (ii) a Shelf Registration, shall mean the time and date as
      of which the Commission declares the Shelf Registration Statement
      effective or as of which the Shelf Registration Statement otherwise
      becomes effective.

            "Effectiveness Target Date" shall have the meaning assigned thereto
      in Section 2(d) hereof.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Registration Statement" shall have the meaning assigned
      thereto in Section 2(a) hereof.

            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            "Guarantors" shall have the meaning assigned thereto in the
      Indenture.

            The term "holder" shall mean each of the Purchasers and other
      persons who acquire Registrable Securities from time to time (including
      any successors or assigns), in each case for so long as such person owns
      any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of March 25, 2004,
      among the Company, the Guarantors and The Bank of New York, as Trustee, as
      the same shall be amended from time to time.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      March 17, 2004, among the Purchasers, the Guarantors, AAC Holding Corp., a
      Delaware corporation and the Company relating to the Securities.

            "Purchasers" shall mean the Purchasers named in Schedule I to the
      Purchase Agreement.

            "Registrable Securities" shall mean each Security until the earlier
      to occur of: (a) the date on which such Security has been exchanged by a
      person other than a broker-dealer for an Exchange Security in the Exchange
      Offer; (b) following the exchange by a broker-dealer in the Exchange Offer
      of a Security for an Exchange Security, the date on which such Exchange
      Security is sold to a purchaser who receives from such broker-dealer on or
      prior to the date of such sale a copy of the prospectus contained in the
      Exchange Registration

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      Statement; (c) the date on which such Security has been effectively
      registered under the Securities Act and disposed of in accordance with the
      Shelf Registration Statement; or (d) the date on which such Security is
      distributed to the public pursuant to Rule 144 under the Securities Act,
      or is saleable pursuant to clause (k) of such Rule 144.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(d) hereof.

            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (i) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (ii) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (iii) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing Exchange
      Securities and (iv) a holder that is a broker-dealer, but only with
      respect to Exchange Securities received by such broker-dealer pursuant to
      an Exchange Offer in exchange for Registrable Securities acquired by the
      broker-dealer directly from the Company.

            "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
      rule promulgated under the Securities Act (or any successor provision), as
      the same shall be amended from time to time.

            "Securities" shall mean, collectively, the 8.25% Senior Subordinated
      Notes due 2012 of the Company to be issued and sold to the Purchasers, and
      securities issued in exchange therefor or in lieu thereof pursuant to the
      Indenture. Each Security is entitled to the benefit of the guarantees
      provided for in the Indenture (the "Guarantees") and, unless the context
      otherwise requires, any reference herein to a "Security," an "Exchange
      Security" or a "Registrable Security" shall include a reference to the
      related Guarantees.

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.

            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.

            "Special Interest" shall have the meaning assigned thereto in
      Section 2(d) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

                  2. Registration Under the Securities Act.

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            (a) Except as set forth in Section 2(b) below, the Company and the
      Guarantors agree to file under the Securities Act, as soon as practicable,
      but no later than 120 days after the Closing Date, a registration
      statement relating to an offer to exchange (such registration statement,
      the "Exchange Registration Statement," and such offer, the "Exchange
      Offer") any and all of the Securities for a like aggregate principal
      amount of debt securities issued by the Company and guaranteed by the
      Guarantors, which debt securities and guarantees are substantially
      identical to the Securities and the related Guarantees, respectively (and
      are entitled to the benefits of a trust indenture which is substantially
      identical to the Indenture or is the Indenture and which has been
      qualified under the Trust Indenture Act), except that they have been
      registered pursuant to an effective registration statement under the
      Securities Act and do not contain provisions for the additional interest
      contemplated in Section 2(d) below (such new debt securities hereinafter
      called "Exchange Securities"). The Company and the Guarantors agree to use
      all commercially reasonable efforts to cause the Exchange Registration
      Statement to become effective under the Securities Act as soon as
      practicable, but no later than 240 days after the Closing Date. The
      Exchange Offer will be registered under the Securities Act on the
      appropriate form and will comply with all applicable tender offer rules
      and regulations under the Exchange Act. The Company and the Guarantors
      further agree to use all commercially reasonable efforts to (A) complete
      the Exchange Offer promptly, but no later than 40 business days after such
      Exchange Registration Statement has become effective, and (B) exchange
      Exchange Securities for all Registrable Securities that have been properly
      tendered and not withdrawn on or prior to the expiration of the Exchange
      Offer. The Exchange Offer will be deemed to have been "completed" only if
      the debt securities and the related guarantees received by holders other
      than Restricted Holders in the Exchange Offer for Registrable Securities
      are, upon receipt, transferable by each such holder without restriction
      under the Securities Act and the Exchange Act and without material
      restrictions under the blue sky or securities laws of a substantial
      majority of the States of the United States of America. The Exchange Offer
      shall be deemed to have been completed upon the earlier to occur of (i)
      the Company having exchanged the Exchange Securities for all outstanding
      Registrable Securities pursuant to the Exchange Offer and (ii) the Company
      having exchanged, pursuant to the Exchange Offer, Exchange Securities for
      all Registrable Securities that have been properly tendered and not
      withdrawn before the expiration of the Exchange Offer. The Company agrees
      (x) to include in the Exchange Registration Statement a prospectus for use
      in any resales by any holder of Exchange Securities that is a
      broker-dealer and (y) to keep such Exchange Registration Statement
      effective for a period (the "Resale Period") beginning when Exchange
      Securities are first issued in the Exchange Offer and ending upon the
      earlier of the expiration of the 180th day after the Exchange Offer has
      been completed or such time as such broker-dealers no longer own any
      Registrable Securities. With respect to such Exchange Registration
      Statement, such holders shall have the benefit of the rights of
      indemnification and contribution set forth in Sections 6(a), (c), (d) and
      (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
      existing laws or Commission interpretations are changed such that the debt
      securities or the related guarantees received by holders other than
      Restricted Holders in the Exchange Offer for Registrable Securities are
      not or would not be, upon receipt, transferable by each such holder
      without restriction under the Securities Act, (ii) the Exchange Offer has
      not been completed within 240 days following the Closing Date or (iii) a
      holder notifies AAC prior to the 20th business day following the
      consummation of the Exchange Offer that the Exchange Offer is not
      available to any holder of the Securities, the Company and the Guarantors
      shall, in lieu of (or, in the case of clause (iii), in addition to)
      conducting the Exchange Offer contemplated by Section 2(a), file under the
      Securities Act as soon as practicable, but no later than the later of 60
      days after the time such obligation to file arises or 180 days

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      following the Closing Date, a "shelf" registration statement providing for
      the registration of, and the sale on a continuous or delayed basis by the
      holders of, all of the Registrable Securities, pursuant to Rule 415 or any
      similar rule that may be adopted by the Commission (such filing, the
      "Shelf Registration" and such registration statement, the "Shelf
      Registration Statement"). The Company and the Guarantors agree to use all
      commercially reasonable efforts (x) to cause the Shelf Registration
      Statement to become or be declared effective no later than 90 days after
      such Shelf Registration Statement is filed and to keep such Shelf
      Registration Statement continuously effective for a period ending on the
      earlier of the second anniversary of the Effective Time or such time as
      there are no longer any Registrable Securities outstanding, provided,
      however, that no holder shall be entitled to be named as a selling
      securityholder in the Shelf Registration Statement or to use the
      prospectus forming a part thereof for resales of Registrable Securities
      unless such holder is an Electing Holder who agrees to be bound by all of
      the provisions of this Agreement applicable to such holder, and (y) after
      the Effective Time of the Shelf Registration Statement, promptly upon the
      request of any holder of Registrable Securities that is not then an
      Electing Holder, to take any action reasonably necessary to enable such
      holder to use the prospectus forming a part thereof for resales of
      Registrable Securities, including, without limitation, any action
      necessary to identify such holder as a selling securityholder in the Shelf
      Registration Statement, provided, however, that nothing in this Clause (y)
      shall relieve any such holder of the obligation to return a completed and
      signed Notice and Questionnaire to the Company and the Guarantors in
      accordance with Section 3(d)(iii) hereof. The Company and the Guarantors
      further agree to supplement or make amendments to the Shelf Registration
      Statement, as and when required by the rules, regulations or instructions
      applicable to the registration form used by the Company and the Guarantors
      for such Shelf Registration Statement or by the Securities Act or rules
      and regulations thereunder for shelf registration, and the Company agrees
      to furnish to each Electing Holder copies of any such supplement or
      amendment prior to its being used or promptly following its filing with
      the Commission.

            (c) Notwithstanding the foregoing, the Company, upon advising the
      Purchasers in writing, may, pursuant to the advice of outside counsel to
      the Company, delay the filing or effectiveness of any Exchange
      Registration Statement or Shelf Registration Statement (if not filed or
      effective, as applicable) or suspend, or otherwise fail to maintain, the
      effectiveness thereof, for a period (the "Blackout Period") not to exceed
      an aggregate of 60 days in any twelve consecutive month period in the
      event that (1) the Board of Directors of the Company reasonably and in
      good faith determines that the premature disclosure of a material event at
      such time would have a material adverse effect on the Company's business,
      operations or prospects or (2) the disclosure otherwise relates to a
      material business transaction which has not been publicly disclosed and
      the Board of Directors of the Company reasonably and in good faith
      determines that any such disclosure would jeopardize the success of such
      transaction; provided, that, upon the termination of such Blackout Period,
      the Company promptly shall advise the Purchasers that such Blackout Period
      has been terminated.

            (d) In the event that (i) the Company has not filed the Exchange
      Registration Statement or Shelf Registration Statement on or before the
      date on which such registration statement is required to be filed pursuant
      to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
      Statement or Shelf Registration Statement has not become effective or been
      declared effective by the Commission on or before the date on which such
      registration statement is required to become or be declared effective
      pursuant to Section 2(a) or 2(b), respectively (each, an "Effectiveness
      Target Date"), or (iii) the Exchange Offer has not been consummated within
      40 business days after the Effectiveness Target Date relating to the
      Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
      any Exchange

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      Registration Statement or Shelf Registration Statement required by Section
      2(a) or 2(b) hereof is filed and declared effective but shall thereafter,
      if on or after the date on which such registration statement is required
      to become or declared effective pursuant to Section 2(a) or 2(b) hereof,
      either be withdrawn by the Company or shall become subject to an effective
      stop order issued pursuant to Section 8(d) of the Securities Act
      suspending the effectiveness of such registration statement (except as
      specifically permitted herein) without the Company proceeding promptly,
      with all commercially reasonable efforts to file, and have declared
      effective an additional registration statement (each such event referred
      to in clauses (i) through (iv), a "Registration Default" and each period
      during which a Registration Default has occurred and is continuing, a
      "Registration Default Period"), then, as liquidated damages for such
      Registration Default, subject to the provisions of Section 9(b), special
      interest ("Special Interest"), in addition to the Base Interest, shall
      accrue at a rate of $.05 per week per $1,000 principal amount of Notes for
      the first 90 days of the Registration Default Period, and the amount of
      Special Interest shall increase by an additional $.05 per week per $1,000
      principal amount of Notes with respect to each subsequent 90-day period
      until all Registration Defaults have been cured, up to a maximum amount of
      Special Interest of $.25 per week per $1,000 principal amount of Notes for
      the remaining portion of the Registration Default Period. Notwithstanding
      the foregoing, (1) the amount of Special Interest payable shall not
      increase because more than one Registration Default has occurred and is
      pending and (2) a Holder of Registrable Securities that is not entitled to
      the benefits of the Shelf Registration Statement (e.g., such Holder has
      not elected to include information) shall not be entitled to Special
      Interest with respect to a Registration Default that pertains to the Shelf
      Registration Statement.

            (e) The Company shall take, and shall cause the Guarantors to take,
      all actions necessary or advisable to be taken by it to ensure that the
      transactions contemplated herein are effected as so contemplated,
      including all actions necessary or desirable to register the Guarantees
      under the registration statement contemplated in Section 2(a) or 2(b)
      hereof, as applicable.

            (f) Any reference herein to a registration statement as of any time
      shall be deemed to include any document incorporated, or deemed to be
      incorporated, therein by reference as of such time and any reference
      herein to any post-effective amendment to a registration statement as of
      any time shall be deemed to include any document incorporated, or deemed
      to be incorporated, therein by reference as of such time.

            3. Registration Procedures.

                  If the Company and the Guarantors file a registration
statement pursuant to Section 2(a) or Section 2(b), the following provisions
shall apply:

            (a) At or before the Effective Time of the Exchange Offer or the
      Shelf Registration, as the case may be, the Company shall qualify the
      Indenture under the Trust Indenture Act.

            (b) In the event that such qualification would require the
      appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (c) In connection with the Company's and the Guarantors' obligations
      with respect to the registration of Exchange Securities as contemplated by
      Section 2(a) (the "Exchange Registration"), if applicable, the Company and
      the Guarantors shall, as soon as practicable (or as otherwise specified):

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                  (i) prepare and file with the Commission, no later than 120
            days after the Closing Date, an Exchange Registration Statement on
            any form which may be utilized by the Company and the Guarantors and
            which shall permit the Exchange Offer and resales of Exchange
            Securities by broker-dealers during the Resale Period to be effected
            as contemplated by Section 2(a), and use all commercially reasonable
            efforts to cause such Exchange Registration Statement to become
            effective as soon as practicable thereafter, but no later than 240
            days after the Closing Date;

                  (ii) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Exchange
            Registration Statement and the prospectus included therein as may be
            necessary to effect and maintain the effectiveness of such Exchange
            Registration Statement for the periods and purposes contemplated in
            Section 2(a) hereof and as may be required by the applicable rules
            and regulations of the Commission and the instructions applicable to
            the form of such Exchange Registration Statement, and promptly
            provide each broker-dealer holding Exchange Securities with such
            number of copies of the prospectus included therein (as then amended
            or supplemented), in conformity in all material respects with the
            requirements of the Securities Act and the Trust Indenture Act, as
            such broker-dealer reasonably may request prior to the expiration of
            the Resale Period, for use in connection with resales of Exchange
            Securities;

                  (iii) promptly notify each broker-dealer that has requested or
            received copies of the prospectus included in such registration
            statement, and confirm such advice in writing, (A) when such
            Exchange Registration Statement or the prospectus included therein
            or any prospectus amendment or supplement or post-effective
            amendment has been filed, and, with respect to such Exchange
            Registration Statement or any post-effective amendment, when the
            same has become effective, (B) of any comments by the Commission and
            by the blue sky or securities commissioner or regulator of any state
            with respect thereto or any request by the Commission for amendments
            or supplements to such Exchange Registration Statement or prospectus
            or for additional information, (C) of the issuance by the Commission
            of any stop order suspending the effectiveness of such Exchange
            Registration Statement or the initiation or threatening of any
            proceedings for that purpose, (D) if at any time the representations
            and warranties of the Company contemplated by Section 5 cease to be
            true and correct in all material respects, (E) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification of the Exchange Securities for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purpose, or (F) at any time during the Resale Period when a
            prospectus is required to be delivered under the Securities Act,
            that such Exchange Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act or contains 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 light of the circumstances then existing;

                  (iv) in the event that the Company and the Guarantors would be
            required, pursuant to Section 3(c)(iii)(F) above, to notify any
            broker-dealers holding Exchange Securities, without delay prepare
            and furnish to each such holder a reasonable number of copies of a
            prospectus supplemented or amended so that, as thereafter delivered
            to purchasers of such Exchange Securities during the Resale Period,
            such prospectus shall conform in all material respects to the
            applicable requirements of

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            the Securities Act and the Trust Indenture Act and shall not contain
            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 light of the circumstances then
            existing;

                  (v) use all commercially reasonable efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            Exchange Registration Statement or any post-effective amendment
            thereto at the earliest practicable date;

                  (vi) use all commercially reasonable efforts to (A) register
            or qualify the Exchange Securities under the securities laws or blue
            sky laws of such jurisdictions as are contemplated by Section 2(a)
            no later than the commencement of the Exchange Offer, (B) keep such
            registrations or qualifications in effect and comply with such laws
            so as to permit the continuance of offers, sales and dealings
            therein in such jurisdictions until the expiration of the Resale
            Period and (C) take any and all other actions as may be reasonably
            necessary or advisable to enable each broker-dealer holding Exchange
            Securities to consummate the disposition thereof in such
            jurisdictions; provided, however, that neither the Company nor any
            of the Guarantors shall be required for any such purpose to (1)
            qualify as a foreign corporation in any jurisdiction wherein it
            would not otherwise be required to qualify but for the requirements
            of this Section 3(c)(vi), (2) consent to general service of process
            in any such jurisdiction or (3) make any changes to its certificate
            of incorporation or by-laws or any agreement between it and its
            stockholders;

                  (vii)use all commercially reasonable efforts to obtain the
            consent or approval of each governmental agency or authority,
            whether federal, state or local, which may be required to effect the
            Exchange Registration, the Exchange Offer and the offering and sale
            of Exchange Securities by broker-dealers during the Resale Period;

                  (viii) provide a CUSIP number for all Exchange Securities, not
            later than the applicable Effective Time; and

                  (ix) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but no later than eighteen months after the
            effective date of such Exchange Registration Statement, an earnings
            statement of the Company and its subsidiaries complying with Section
            11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

      (d)   In connection with the Company's and the Guarantors' obligations
with respect to the Shelf Registration, if applicable, the Company and the
Guarantors shall, as soon as practicable (or as otherwise specified):

                  (i) prepare and file with the Commission, within the time
            periods specified in Section 2(b), a Shelf Registration Statement on
            any form which may be utilized by the Company and which shall
            register all of the Registrable Securities for resale by the holders
            thereof in accordance with such method or methods of disposition as
            may be specified by such of the holders as, from time to time, may
            be Electing Holders and use all commercially reasonable efforts to
            cause such Shelf Registration Statement to become effective as soon
            as practicable but in any case within the time periods specified in
            Section 2(b);

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                  (ii) not less than 30 calendar days prior to the Effective
            Time of the Shelf Registration Statement, mail the Notice and
            Questionnaire to the holders of Registrable Securities; no holder
            shall be entitled to be named as a selling securityholder in the
            Shelf Registration Statement as of the Effective Time, and no holder
            shall be entitled to use the prospectus forming a part thereof for
            resales of Registrable Securities at any time, unless such holder
            has returned a completed and signed Notice and Questionnaire to the
            Company by the deadline for response set forth therein; provided,
            however, holders of Registrable Securities shall have at least 28
            calendar days from the date on which the Notice and Questionnaire is
            first mailed to such holders to return a completed and signed Notice
            and Questionnaire to the Company;

                  (iii) after the Effective Time of the Shelf Registration
            Statement, upon the request of any holder of Registrable Securities
            that is not then an Electing Holder, promptly send a Notice and
            Questionnaire to such holder; provided that the Company shall not be
            required to take any action to name such holder as a selling
            securityholder in the Shelf Registration Statement or to enable such
            holder to use the prospectus forming a part thereof for resales of
            Registrable Securities until such holder has returned a completed
            and signed Notice and Questionnaire to the Company;

                  (iv) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Shelf
            Registration Statement and the prospectus included therein as may be
            necessary to effect and maintain the effectiveness of such Shelf
            Registration Statement for the period specified in Section 2(b)
            hereof and as may be required by the applicable rules and
            regulations of the Commission and the instructions applicable to the
            form of such Shelf Registration Statement, and furnish to the
            Electing Holders copies of any such supplement or amendment
            simultaneously with or prior to its being used or filed with the
            Commission;

                  (v) comply with the provisions of the Securities Act with
            respect to the disposition of all of the Registrable Securities
            covered by such Shelf Registration Statement in accordance with the
            intended methods of disposition by the Electing Holders provided for
            in such Shelf Registration Statement;

                  (vi) provide (A) the Electing Holders, (B) the underwriters
            (which term, for purposes of this Exchange and Registration Rights
            Agreement, shall include a person deemed to be an underwriter within
            the meaning of Section 2(a)(11) of the Securities Act), if any,
            thereof, (C) any sales or placement agent therefor, (D) counsel for
            any such underwriter or agent and (E) not more than one counsel for
            all the Electing Holders the opportunity to participate in the
            preparation of such Shelf Registration Statement, each prospectus
            included therein or filed with the Commission and each amendment or
            supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
            Shelf Registration Statement, and throughout the period specified in
            Section 2(b), make available at reasonable times at the Company's
            principal place of business or such other reasonable place for
            inspection by the persons referred to in Section 3(d)(vi) who shall
            certify to the Company that they have a current intention to sell
            the Registrable Securities pursuant to the Shelf Registration such
            financial and other information and books and records of the
            Company, and cause the officers, employees, counsel and

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            independent certified public accountants of the Company to respond
            to such inquiries, as shall be reasonably necessary (and, in the
            case of counsel, not violate an attorney-client privilege, in such
            counsel's good faith belief), in the judgment of the respective
            counsel referred to in such Section, to conduct a reasonable
            investigation within the meaning of Section 11 of the Securities
            Act; provided, however, that each such party shall be required to
            maintain in confidence and not to disclose to any other person any
            information or records reasonably designated by the Company as being
            confidential, until such time as (A) such information becomes a
            matter of public record (whether by virtue of its inclusion in such
            registration statement or otherwise), or (B) such person shall be
            required so to disclose such information pursuant to a subpoena or
            order of any court or other governmental agency or body having
            jurisdiction over the matter (subject to the requirements of such
            order, and only after such person shall have given the Company
            prompt prior written notice of such requirement), or (C) such
            information is required to be set forth in such Shelf Registration
            Statement or the prospectus included therein or in an amendment to
            such Shelf Registration Statement or an amendment or supplement to
            such prospectus in order that such Shelf Registration Statement,
            prospectus, amendment or supplement, as the case may be, complies
            with applicable requirements of the federal securities laws and the
            rules and regulations of the Commission and does not contain an
            untrue statement of a material fact or omit to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading in light of the circumstances then
            existing;

                  (viii) promptly notify each of the Electing Holders, any sales
            or placement agent therefor and any underwriter thereof (which
            notification may be made through any managing underwriter that is a
            representative of such underwriter for such purpose) and confirm
            such advice in writing, (A) when such Shelf Registration Statement
            or the prospectus included therein or any prospectus amendment or
            supplement or post-effective amendment has been filed, and, with
            respect to such Shelf Registration Statement or any post-effective
            amendment, when the same has become effective, (B) of any comments
            by the Commission and by the blue sky or securities commissioner or
            regulator of any state with respect thereto or any request by the
            Commission for amendments or supplements to such Shelf Registration
            Statement or prospectus or for additional information, (C) of the
            issuance by the Commission of any stop order suspending the
            effectiveness of such Shelf Registration Statement or the initiation
            or threatening of any proceedings for that purpose, (D) if at any
            time the representations and warranties of the Company contemplated
            by Section 3(d)(xvii) or Section 5 cease to be true and correct in
            all material respects, (E) of the receipt by the Company of any
            notification with respect to the suspension of the qualification of
            the Registrable Securities for sale in any jurisdiction or the
            initiation or threatening of any proceeding for such purpose, or (F)
            if at any time when a prospectus is required to be delivered under
            the Securities Act, that such Shelf Registration Statement,
            prospectus, prospectus amendment or supplement or post-effective
            amendment does not conform in all material respects to the
            applicable requirements of the Securities Act and the Trust
            Indenture Act or contains 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 light of
            the circumstances then existing;

                  (ix) use all commercially reasonable efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            registration statement or any post-effective amendment thereto at
            the earliest practicable date;

                                       10
<PAGE>

                  (x) if requested by any managing underwriter or underwriters,
            any placement or sales agent or any Electing Holder, promptly
            incorporate in a prospectus supplement or post-effective amendment
            such information as is required by the applicable rules and
            regulations of the Commission and as such managing underwriter or
            underwriters, such agent or such Electing Holder specifies should be
            included therein relating to the terms of the sale of such
            Registrable Securities, including information with respect to the
            principal amount of Registrable Securities being sold by such
            Electing Holder or agent or to any underwriters, the name and
            description of such Electing Holder, agent or underwriter, the
            offering price of such Registrable Securities and any discount,
            commission or other compensation payable in respect thereof, the
            purchase price being paid therefor by such underwriters and with
            respect to any other terms of the offering of the Registrable
            Securities to be sold by such Electing Holder or agent or to such
            underwriters; and make all required filings of such prospectus
            supplement or post-effective amendment promptly after notification
            of the matters to be incorporated in such prospectus supplement or
            post-effective amendment;

                  (xi) furnish to each Electing Holder, each placement or sales
            agent, if any, therefor, each underwriter, if any, thereof and the
            respective counsel referred to in Section 3(d)(vi) an executed copy
            (or, in the case of an Electing Holder, a conformed copy) of such
            Shelf Registration Statement, each such amendment and supplement
            thereto (in each case including all exhibits thereto (in the case of
            an Electing Holder of Registrable Securities, upon request) and
            documents incorporated by reference therein) and such number of
            copies of such Shelf Registration Statement (excluding exhibits
            thereto and documents incorporated by reference therein unless
            specifically so requested by such Electing Holder, agent or
            underwriter, as the case may be) and of the prospectus included in
            such Shelf Registration Statement (including each preliminary
            prospectus and any summary prospectus), in conformity in all
            material respects with the applicable requirements of the Securities
            Act and the Trust Indenture Act, and such other documents, as such
            Electing Holder, agent, if any, and underwriter, if any, may
            reasonably request in order to facilitate the offering and
            disposition of the Registrable Securities owned by such Electing
            Holder, offered or sold by such agent or underwritten by such
            underwriter and to permit such Electing Holder, agent and
            underwriter to satisfy the prospectus delivery requirements of the
            Securities Act; and the Company hereby consents to the use of such
            prospectus (including such preliminary and summary prospectus) and
            any amendment or supplement thereto by each such Electing Holder and
            by any such agent and underwriter, in each case in the form most
            recently provided to such person by the Company, in connection with
            the offering and sale of the Registrable Securities covered by the
            prospectus (including such preliminary and summary prospectus) or
            any supplement or amendment thereto;

                  (xii) use all commercially reasonable efforts to (A) register
            or qualify the Registrable Securities to be included in such Shelf
            Registration Statement under such securities laws or blue sky laws
            of such jurisdictions as any Electing Holder and each placement or
            sales agent, if any, therefor and underwriter, if any, thereof shall
            reasonably request, (B) keep such registrations or qualifications in
            effect and comply with such laws so as to permit the continuance of
            offers, sales and dealings therein in such jurisdictions during the
            period the Shelf Registration is required to remain effective under
            Section 2(b) above and for so long as may be necessary to enable any
            such Electing Holder, agent or underwriter to complete its
            distribution of Securities pursuant to such Shelf Registration
            Statement and (C) take any and all

                                       11
<PAGE>

            other actions as may be reasonably necessary or advisable to enable
            each such Electing Holder, agent, if any, and underwriter, if any,
            to consummate the disposition in such jurisdictions of such
            Registrable Securities; provided, however, that neither the Company
            nor any of the Guarantors shall be required for any such purpose to
            (1) qualify as a foreign corporation in any jurisdiction wherein it
            would not otherwise be required to qualify but for the requirements
            of this Section 3(d)(xii), (2) consent to general service of process
            in any such jurisdiction or (3) make any changes to its certificate
            of incorporation or by-laws or any agreement between it and its
            stockholders;

                  (xiii) use all commercially reasonable efforts to obtain the
            consent or approval of each governmental agency or authority,
            whether federal, state or local, which may be required to effect the
            Shelf Registration or the offering or sale in connection therewith
            or to enable the selling holder or holders to offer, or to
            consummate the disposition of, their Registrable Securities;

                  (xiv) unless any Registrable Securities shall be in book-entry
            only form, cooperate with the Electing Holders and the managing
            underwriters, if any, to facilitate the timely preparation and
            delivery of certificates representing Registrable Securities to be
            sold, which certificates, if so required by any securities exchange
            upon which any Registrable Securities are listed, shall be penned,
            lithographed or engraved, or produced by any combination of such
            methods, on steel engraved borders, and which certificates shall not
            bear any restrictive legends; and, in the case of an underwritten
            offering, enable such Registrable Securities to be in such
            denominations and registered in such names as the managing
            underwriters may request at least two business days prior to any
            sale of the Registrable Securities;

                  (xv) provide a CUSIP number for all Registrable Securities,
            not later than the applicable Effective Time;

                  (xvi) enter into one or more underwriting agreements,
            engagement letters, agency agreements, "best efforts" underwriting
            agreements or similar agreements, as appropriate, including
            customary provisions relating to indemnification and contribution,
            and take such other actions in connection therewith as any Electing
            Holders aggregating at least 20% in aggregate principal amount of
            the Registrable Securities at the time outstanding shall request in
            order to expedite or facilitate the disposition of such Registrable
            Securities, provided that the Company and the Guarantors shall not
            be required to enter into any such agreement more than two times
            with respect to all Registrable Securities;

                  (xvii) whether or not an agreement of the type referred to in
            Section 3(d)(xvi) hereof is entered into and whether or not any
            portion of the offering contemplated by the Shelf Registration is an
            underwritten offering or is made through a placement or sales agent
            or any other entity, (A) make such representations and warranties to
            the Electing Holders and the placement or sales agent, if any,
            therefor and the underwriters, if any, thereof in form, substance
            and scope as are customarily made in connection with an offering of
            debt securities pursuant to any appropriate agreement or to a
            registration statement filed on the form applicable to the Shelf
            Registration; (B) obtain an opinion of counsel to the Company in
            customary form and covering such matters, of the type customarily
            covered by such an opinion, as the managing underwriters, if any, or
            as any Electing Holders of at least 20% in aggregate principal
            amount of the Registrable Securities at the time outstanding may
            reasonably

                                       12
<PAGE>

            request, addressed to such Electing Holder or Electing Holders and
            the placement or sales agent, if any, therefor and the underwriters,
            if any, thereof and dated the effective date of such Shelf
            Registration Statement (and if such Shelf Registration Statement
            contemplates an underwritten offering of a part or all of the
            Registrable Securities, dated the date of the closing under the
            underwriting agreement relating thereto); (C) obtain a "cold
            comfort" letter or letters from the independent certified public
            accountants of the Company addressed to the selling Electing
            Holders, the placement or sales agent, if any, therefor or the
            underwriters, if any, thereof, dated (i) the effective date of such
            Shelf Registration Statement and (ii) the effective date of any
            prospectus supplement to the prospectus included in such Shelf
            Registration Statement or post-effective amendment to such Shelf
            Registration Statement which includes unaudited or audited financial
            statements as of a date or for a period subsequent to that of the
            latest such statements included in such prospectus (and, if such
            Shelf Registration Statement contemplates an underwritten offering
            pursuant to any prospectus supplement to the prospectus included in
            such Shelf Registration Statement or post-effective amendment to
            such Shelf Registration Statement which includes unaudited or
            audited financial statements as of a date or for a period subsequent
            to that of the latest such statements included in such prospectus,
            dated the date of the closing under the underwriting agreement
            relating thereto), such letter or letters to be in customary form
            and covering such matters of the type customarily covered by letters
            of such type; provided that if at such time it is the general policy
            of the Company's independent certified public accountants not to
            provide "cold comfort" with respect to financial data contained in
            or derived from financial statements audited by Arthur Andersen LLP,
            then such "cold comfort" letter need not relate to any financial
            data contained in or derived from the Company's financial statements
            at, or for the fiscal years ended, August 26, 2000 or August 28,
            1999, as applicable, or any interim period within such fiscal years;
            (D) deliver such documents and certificates, including officers'
            certificates, as may be reasonably requested by any Electing Holders
            of at least 20% in aggregate principal amount of the Registrable
            Securities at the time outstanding or the placement or sales agent,
            if any, therefor and the managing underwriters, if any, thereof to
            evidence the accuracy of the representations and warranties made
            pursuant to clause (A) above or those contained in Section 5(a)
            hereof and the compliance with or satisfaction of any agreements or
            conditions contained in the underwriting agreement or other
            agreement entered into by the Company or the Guarantors; and (E)
            undertake such obligations relating to expense reimbursement,
            indemnification and contribution as are provided in Section 6
            hereof;

                  (xviii) notify in writing each holder of Registrable
            Securities of any proposal by the Company to amend or waive any
            provision of this Exchange and Registration Rights Agreement
            pursuant to Section 9(h) hereof and of any amendment or waiver
            effected pursuant thereto, each of which notices shall contain the
            text of the amendment or waiver proposed or effected, as the case
            may be;

                  (xix) in the event that any broker-dealer registered under the
            Exchange Act shall underwrite any Registrable Securities or
            participate as a member of an underwriting syndicate or selling
            group or "assist in the distribution" (within the meaning of the
            Conduct Rules (the "Conduct Rules") of the National Association of
            Securities Dealers, Inc. ("NASD") or any successor thereto, as
            amended from time to time) thereof, whether as a holder of such
            Registrable Securities or as an underwriter, a placement or sales
            agent or a broker or dealer in respect thereof, or otherwise, assist
            such broker-dealer in complying with the requirements of such
            Conduct Rules,

                                       13
<PAGE>

            including by (A) if such Conduct Rules shall so require, engaging a
            "qualified independent underwriter" (as defined in such Conduct
            Rules) to participate in the preparation of the Shelf Registration
            Statement relating to such Registrable Securities, to exercise usual
            standards of due diligence in respect thereto and, if any portion of
            the offering contemplated by such Shelf Registration Statement is an
            underwritten offering or is made through a placement or sales agent,
            to recommend the yield of such Registrable Securities, (B)
            indemnifying any such qualified independent underwriter to the
            extent of the indemnification of underwriters provided in Section 6
            hereof (or to such other customary extent as may be requested by
            such underwriter), and (C) providing such information to such
            broker-dealer as may be required in order for such broker-dealer to
            comply with the requirements of the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but in any event not later than eighteen months
            after the effective date of such Shelf Registration Statement, an
            earning statement of the Company and its subsidiaries complying with
            Section 11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (e) In the event that the Company would be required, pursuant to
      Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
      or sales agent, if any, therefor and the managing underwriters, if any,
      thereof, the Company shall promptly prepare and furnish to each of the
      Electing Holders, to each placement or sales agent, if any, and to each
      such underwriter, if any, a reasonable number of copies of a prospectus
      supplemented or amended so that, as thereafter delivered to purchasers of
      Registrable Securities, such prospectus shall conform in all material
      respects to the applicable requirements of the Securities Act and the
      Trust Indenture Act and shall not contain 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
      light of the circumstances then existing. Each Electing Holder agrees that
      upon receipt of any notice from the Company pursuant to Section
      3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the
      disposition of Registrable Securities pursuant to the Shelf Registration
      Statement applicable to such Registrable Securities until such Electing
      Holder shall have received copies of such amended or supplemented
      prospectus, and if so directed by the Company, such Electing Holder shall
      deliver to the Company (at the Company's expense) all copies, other than
      permanent file copies, then in such Electing Holder's possession of the
      prospectus covering such Registrable Securities at the time of receipt of
      such notice.

            (f) In the event of a Shelf Registration, in addition to the
      information required to be provided by each Electing Holder in its Notice
      Questionnaire, the Company may require such Electing Holder to furnish to
      the Company such additional information regarding such Electing Holder and
      such Electing Holder's intended method of distribution of Registrable
      Securities as may be required in order to comply with the Securities Act.
      Each such Electing Holder agrees to notify the Company as promptly as
      practicable of any inaccuracy or change in information previously
      furnished by such Electing Holder to the Company or of the occurrence of
      any event in either case as a result of which any prospectus relating to
      such Shelf Registration contains or would contain an untrue statement of a
      material fact regarding such Electing Holder or such Electing Holder's
      intended method of disposition of such Registrable Securities or omits to
      state any material fact regarding such Electing Holder or such Electing
      Holder's intended method of disposition of such Registrable Securities
      required to be stated therein or necessary to make the statements therein
      not misleading in

                                       14
<PAGE>

      light of the circumstances then existing, and promptly to furnish to the
      Company any additional information required to correct and update any
      previously furnished information or required so that such prospectus shall
      not contain, with respect to such Electing Holder or the disposition of
      such Registrable Securities, 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 light of the
      circumstances then existing.

            (g) Until the expiration of two years after the Closing Date, the
      Company will not, and will not permit any of its "affiliates" (as defined
      in Rule 144) to, resell any of the Securities that have been reacquired by
      any of them except pursuant to an effective registration statement under
      the Securities Act.

            (h) As a condition to its participation in the Exchange Offer, each
      holder of Registrable Securities shall furnish, upon the request of the
      Company, a written representation to the Company (which may be contained
      in the letter of transmittal contemplated by the Exchange Registration
      Statement) to the effect that (A) it is not an affiliate of the Company,
      as defined in Rule 405 of the Securities Act, or if it is an affiliate, it
      will comply with the registration and prospectus delivery requirements of
      the Securities Act to the extent applicable, (B) it is not engaged in, and
      does not intend to engage in, and has no arrangement or understanding with
      any person to participate in, a distribution of the Exchange Securities to
      be issued in the Exchange Offer; (C) it is acquiring the Exchange
      Securities in its ordinary course of business; (D) if it is a
      broker-dealer that holds Securities that were acquired for its own account
      as a result of market-making activities or other trading activities (other
      than Securities acquired directly from the Company or any of its
      affiliates), it will deliver a prospectus meeting the requirements of the
      Securities Act in connection with any resales of the Exchange Securities
      received by it in the Exchange Offer; (E) if it is a broker-dealer, that
      it did not purchase the Securities to be exchanged in the Exchange Offer
      from the Company or any of its affiliates; and (F) it is not acting on
      behalf of any Person who could not truthfully and completely make the
      representations contained in the foregoing clauses (A) through (E).

            4. Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of counsel
for the Electing Holders or underwriters in connection with such qualification
and determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee

                                       15
<PAGE>

and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

            5. Representations and Warranties.

                  Each of the Company and the Guarantors represent and warrant
to, and agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

            (a) Each registration statement covering Registrable Securities and
      each prospectus (including any preliminary or summary prospectus)
      contained therein or furnished pursuant to Section 3(d) or Section 3(c)
      hereof and any further amendments or supplements to any such registration
      statement or prospectus, when it becomes effective or is filed with the
      Commission, as the case may be, and, in the case of an underwritten
      offering of Registrable Securities, at the time of the closing under the
      underwriting agreement relating thereto, will conform in all material
      respects to the requirements of the Securities Act and the Trust Indenture
      Act and will not contain 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; and at all times subsequent to the
      Effective Time when a prospectus would be required to be delivered under
      the Securities Act, other than from (i) such time as a notice has been
      given to holders of Registrable Securities pursuant to Section
      3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the
      Company furnishes an amended or supplemented prospectus pursuant to
      Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
      and each prospectus (including any summary prospectus) contained therein
      or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and will
      not contain 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 then
      existing; provided, however, that this representation and warranty shall
      not apply to any statements or omissions made in reliance upon and in
      conformity with information furnished in writing to the Company by a
      holder of Registrable Securities expressly for use therein.

                                       16
<PAGE>

            (b) Any documents incorporated by reference in any prospectus
      referred to in Section 5(a) hereof, when they become or became effective
      or are or were filed with the Commission, as the case may be, will conform
      or conformed in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and none of such
      documents will contain or contained an untrue statement of a material fact
      or will omit or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that this representation and warranty shall not apply
      to any statements or omissions made in reliance upon and in conformity
      with information furnished in writing to the Company by a holder of
      Registrable Securities expressly for use therein.

            (c) The compliance by the Company with all of the provisions of this
      Exchange and Registration Rights Agreement and the consummation of the
      transactions herein contemplated will not conflict with or result in a
      breach of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument to which the Company or any subsidiary of the
      Company is a party or by which the Company or any subsidiary of the
      Company is bound or to which any of the property or assets of the Company
      or any subsidiary of the Company is subject, nor will such action result
      in any violation of the provisions of the certificate of incorporation,
      certificate of formation or partnership agreement, as amended, or the
      by-laws or the respective governing documents of the Company or any
      Guarantor or any statute or any order, rule or regulation of any court or
      governmental agency or body having jurisdiction over the Company or any
      subsidiary of the Company or any of their properties; and no consent,
      approval, authorization, order, registration or qualification of or with
      any such court or governmental agency or body is required for the
      consummation by the Company and the Guarantors of the transactions
      contemplated by this Exchange and Registration Rights Agreement, except
      the registration under the Securities Act of the Securities, qualification
      of the Indenture under the Trust Indenture Act and such consents,
      approvals, authorizations, registrations or qualifications as may be
      required under State securities or blue sky laws in connection with the
      offering and distribution of the Securities.

            (d) This Exchange and Registration Rights Agreement has been duly
      authorized, executed and delivered by the Company.

            6. Indemnification.

            (a) Indemnification by the Company and the Guarantors. The Company
      and the Guarantors, jointly and severally, will indemnify and hold
      harmless each of the holders of Registrable Securities included in an
      Exchange Registration Statement, each of the Electing Holders of
      Registrable Securities included in a Shelf Registration Statement and each
      person who participates as a placement or sales agent or as an underwriter
      in any offering or sale of such Registrable Securities against any losses,
      claims, damages or liabilities, joint or several, to which such holder,
      agent or underwriter may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon an untrue
      statement or alleged untrue statement of a material fact contained in any
      Exchange Registration Statement or Shelf Registration Statement, as the
      case may be, under which such Registrable Securities were registered under
      the Securities Act, or any preliminary, final or summary prospectus
      contained therein or furnished by the Company to any such holder, Electing
      Holder, agent or underwriter, or any amendment or supplement thereto, or
      arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading, and will reimburse such holder,

                                       17
<PAGE>

      such Electing Holder, such agent and such underwriter for any legal or
      other expenses reasonably incurred by them in connection with
      investigating or defending any such action or claim as such expenses are
      incurred; provided, however, that neither the Company nor any of the
      Guarantors shall be liable to any such person in any such case to the
      extent that any such loss, claim, damage or liability arises out of or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in such registration statement, or preliminary,
      final or summary prospectus, or amendment or supplement thereto, in
      reliance upon and in conformity with written information furnished to the
      Company by such person expressly for use therein.

            (b) Indemnification by the Holders and any Agents and Underwriters.
      The Company may require, as a condition to including any Registrable
      Securities in any registration statement filed pursuant to Section 2(b)
      hereof and to entering into any underwriting agreement with respect
      thereto, that the Company shall have received an undertaking reasonably
      satisfactory to it from the Electing Holder of such Registrable Securities
      and from each underwriter named in any such underwriting agreement,
      severally and not jointly, to (i) indemnify and hold harmless the Company,
      the Guarantors, and all other holders of Registrable Securities, against
      any losses, claims, damages or liabilities to which the Company, the
      Guarantors or such other holders of Registrable Securities may become
      subject, under the Securities Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in such registration statement, or any
      preliminary, final or summary prospectus contained therein or furnished by
      the Company to any such Electing Holder, agent or underwriter, or any
      amendment or supplement thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, in each case to the extent, but only to the extent, that such
      untrue statement or alleged untrue statement or omission or alleged
      omission was made in reliance upon and in conformity with written
      information furnished to the Company by such Electing Holder or
      underwriter expressly for use therein, and (ii) reimburse the Company and
      the Guarantors for any legal or other expenses reasonably incurred by the
      Company and the Guarantors in connection with investigating or defending
      any such action or claim as such expenses are incurred; provided, however,
      that no such Electing Holder shall be required to undertake liability to
      any person under this Section 6(b) for any amounts in excess of the dollar
      amount of the proceeds to be received by such Electing Holder from the
      sale of such Electing Holder's Registrable Securities pursuant to such
      registration.

            (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
      party under subsection (a) or (b) above of written notice of the
      commencement of any action, such indemnified party shall, if a claim in
      respect thereof is to be made against an indemnifying party pursuant to
      the indemnification provisions of or contemplated by this Section 6,
      notify such indemnifying party in writing of the commencement of such
      action; but the omission so to notify the indemnifying party shall not
      relieve it from any liability which it may have to any indemnified party
      otherwise than under the indemnification provisions of or contemplated by
      Section 6(a) or 6(b) hereof. In case any such action shall be brought
      against any indemnified party and it shall notify an indemnifying party of
      the commencement thereof, such indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be
      counsel to the indemnifying party), and, after notice from the
      indemnifying party to such indemnified party of its election so to assume
      the defense thereof, such indemnifying party shall not be liable to such
      indemnified

                                       18
<PAGE>

      party for any legal expenses of other counsel or any other expenses, in
      each case subsequently incurred by such indemnified party, in connection
      with the defense thereof other than reasonable costs of investigation. No
      indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of
      any judgment with respect to, any pending or threatened action or claim in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to
      such action or claim) unless such settlement, compromise or judgment (i)
      includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

            (d) Contribution. If for any reason the indemnification provisions
      contemplated by Section 6(a) or Section 6(b) are unavailable to or
      insufficient to hold harmless an indemnified party in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof)
      referred to therein, then each indemnifying party shall contribute to the
      amount paid or payable by such indemnified party as a result of such
      losses, claims, damages or liabilities (or actions in respect thereof) in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party
      and indemnified party shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or omission or alleged omission to state a material fact relates to
      information supplied by such indemnifying party or by such indemnified
      party, and the parties' relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The
      parties hereto agree that it would not be just and equitable if
      contributions pursuant to this Section 6(d) were determined by pro rata
      allocation (even if the holders or any agents or underwriters or all of
      them were treated as one entity for such purpose) or by any other method
      of allocation which does not take account of the equitable considerations
      referred to in this Section 6(d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, or
      liabilities (or actions in respect thereof) referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred
      by such indemnified party in connection with investigating or defending
      any such action or claim. Notwithstanding the provisions of this Section
      6(d), no holder shall be required to contribute any amount in excess of
      the amount by which the dollar amount of the proceeds received by such
      holder from the sale of any Registrable Securities (after deducting any
      fees, discounts and commissions applicable thereto) exceeds the amount of
      any damages which such holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged
      omission, and no underwriter shall be required to contribute any amount in
      excess of the amount by which the total price at which the Registrable
      Securities underwritten by it and distributed to the public were offered
      to the public exceeds the amount of any damages which such underwriter 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. The holders' and any underwriters'
      obligations in this Section 6(d) to contribute shall be several in
      proportion to the principal amount of Registrable Securities registered or
      underwritten, as the case may be, by them and not joint.

                                       19
<PAGE>

            (e) The obligations of the Company and the Guarantors under this
      Section 6 shall be in addition to any liability which the Company or the
      Guarantors may otherwise have and shall extend, upon the same terms and
      conditions, to each officer, director and partner of each holder, agent
      and underwriter and each person, if any, who controls any holder, agent or
      underwriter within the meaning of the Securities Act; and the obligations
      of the holders and any agents or underwriters contemplated by this Section
      6 shall be in addition to any liability which the respective holder, agent
      or underwriter may otherwise have and shall extend, upon the same terms
      and conditions, to each officer and director of the Company or the
      Guarantors (including any person who, with his consent, is named in any
      registration statement as about to become a director of the Company or the
      Guarantors) and to each person, if any, who controls the Company within
      the meaning of the Securities Act.

            7. Underwritten Offerings.

            (a) Selection of Underwriters. If any of the Registrable Securities
      covered by the Shelf Registration are to be sold pursuant to an
      underwritten offering, the managing underwriter or underwriters thereof
      shall be designated by Electing Holders holding at least a majority in
      aggregate principal amount of the Registrable Securities to be included in
      such offering, provided that such designated managing underwriter or
      underwriters is or are reasonably acceptable to the Company.

            (b) Participation by Holders. Each holder of Registrable Securities
      hereby agrees with each other such holder that no such holder may
      participate in any underwritten offering hereunder unless such holder (i)
      agrees to sell such holder's Registrable Securities on the basis provided
      in any underwriting arrangements approved by the persons entitled
      hereunder to approve such arrangements and (ii) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements
      and other documents reasonably required under the terms of such
      underwriting arrangements.

            8. Rule 144.

               The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities 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 limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

            9. Miscellaneous.

            (a) No Inconsistent Agreements. The Company represents, warrants,
      covenants and agrees that it has not granted, and shall not grant,
      registration rights with respect to Registrable Securities or any other
      securities which would be inconsistent with the terms contained in this
      Exchange and Registration Rights Agreement.

                                       20
<PAGE>

            (b) Specific Performance. The parties hereto acknowledge that there
      would be no adequate remedy at law if the Company fails to perform any of
      its obligations hereunder and that the Purchasers and the holders from
      time to time of the Registrable Securities may be irreparably harmed by
      any such failure, and accordingly agree that the Purchasers and such
      holders, in addition to any other remedy to which they may be entitled at
      law or in equity, shall be entitled to compel specific performance of the
      obligations of the Company under this Exchange and Registration Rights
      Agreement in accordance with the terms and conditions of this Exchange and
      Registration Rights Agreement, in any court of the United States or any
      State thereof having jurisdiction.

            (c) Notices. All notices, requests, claims, demands, waivers and
      other communications hereunder shall be in writing and shall be deemed to
      have been duly given when delivered by hand, if delivered personally or by
      courier, or three days after being deposited in the mail (registered or
      certified mail, postage prepaid, return receipt requested) as follows: If
      to the Company, to it at American Achievement Corporation, 7211 Circle S
      Road, Austin, Texas 78745, with a copy to Ropes & Gray LLP, One
      International Place, Boston, Massachusetts 02110-2624, Attention: Todd
      Boes, Esq., and if to a holder, to the address of such holder set forth in
      the security register or other records of the Company, or to such other
      address as the Company or any such holder may have furnished to the other
      in writing in accordance herewith, except that notices of change of
      address shall be effective only upon receipt.

            (d) Parties in Interest. All the terms and provisions of this
      Exchange and Registration Rights Agreement shall be binding upon, shall
      inure to the benefit of and shall be enforceable by the parties hereto and
      the holders from time to time of the Registrable Securities and the
      respective successors and assigns of the parties hereto and such holders.
      In the event that any transferee of any holder of Registrable Securities
      shall acquire Registrable Securities, in any manner, whether by gift,
      bequest, purchase, operation of law or otherwise, such transferee shall,
      without any further writing or action of any kind, be deemed a beneficiary
      hereof for all purposes and such Registrable Securities shall be held
      subject to all of the terms of this Exchange and Registration Rights
      Agreement, and by taking and holding such Registrable Securities such
      transferee shall be entitled to receive the benefits of, and be
      conclusively deemed to have agreed to be bound by all of the applicable
      terms and provisions of this Exchange and Registration Rights Agreement.
      If the Company shall so request, any such successor, assign or transferee
      shall agree in writing to acquire and hold the Registrable Securities
      subject to all of the applicable terms hereof.

            (e) Survival. The respective indemnities, agreements,
      representations, warranties and each other provision set forth in this
      Exchange and Registration Rights Agreement or made pursuant hereto shall
      remain in full force and effect regardless of any investigation (or
      statement as to the results thereof) made by or on behalf of any holder of
      Registrable Securities, any director, officer or partner of such holder,
      any agent or underwriter or any director, officer or partner thereof, or
      any controlling person of any of the foregoing, and shall survive delivery
      of and payment for the Registrable Securities pursuant to the Purchase
      Agreement and the transfer and registration of Registrable Securities by
      such holder and the consummation of an Exchange Offer.

            (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK.

            (g) Headings. The descriptive headings of the several Sections and
      paragraphs of this Exchange and Registration Rights Agreement are inserted
      for convenience only, do not

                                       21
<PAGE>

      constitute a part of this Exchange and Registration Rights Agreement and
      shall not affect in any way the meaning or interpretation of this Exchange
      and Registration Rights Agreement.

            (h) Entire Agreement; Amendments. This Exchange and Registration
      Rights Agreement and the other writings referred to herein (including the
      Indenture and the form of Securities) or delivered pursuant hereto which
      form a part hereof contain the entire understanding of the parties with
      respect to its subject matter. This Exchange and Registration Rights
      Agreement supersedes all prior agreements and understandings between the
      parties with respect to its subject matter. This Exchange and Registration
      Rights Agreement may be amended and the observance of any term of this
      Exchange and Registration Rights Agreement may be waived (either generally
      or in a particular instance and either retroactively or prospectively)
      only by a written instrument duly executed by the Company and the holders
      of at least a majority in aggregate principal amount of the Registrable
      Securities at the time outstanding. Each holder of any Registrable
      Securities at the time or thereafter outstanding shall be bound by any
      amendment or waiver effected pursuant to this Section 9(h), whether or not
      any notice, writing or marking indicating such amendment or waiver appears
      on such Registrable Securities or is delivered to such holder.

            (i) Inspection. For so long as this Exchange and Registration Rights
      Agreement shall be in effect, this Exchange and Registration Rights
      Agreement and a complete list of the names and addresses of all the
      holders of Registrable Securities shall be made available for inspection
      and copying on any business day by any holder of Registrable Securities
      for proper purposes only (which shall include any purpose related to the
      rights of the holders of Registrable Securities under the Securities, the
      Indenture and this Agreement) at the offices of the Company at the address
      thereof set forth in Section 9(c) above and at the office of the Trustee
      under the Indenture.

            (j) Counterparts. This agreement may be executed by the parties in
      counterparts, each of which shall be deemed to be an original, but all
      such respective counterparts shall together constitute one and the same
      instrument.

                                       22
<PAGE>

            If the foregoing is in accordance with your understanding, please
sign and return to us five counterparts hereof, and upon the acceptance hereof
by you, on behalf of each of the Purchasers, this letter and such acceptance
hereof shall constitute a binding agreement among the Purchasers, the Guarantors
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Purchasers is pursuant to the authority set forth in a form of
Agreement among Purchasers, the form of which shall be submitted to the Company
for examination upon request, but without warranty on your part as to the
authority of the signers thereof.

                                Very truly yours,

                                American Achievement Corporation

                                By:____________________________________________
                                   Name:  David G. Fiore
                                   Title: President and Chief Executive Officer

                                Commemorative Brands, Inc.
                                CBI North America, Inc.
                                Taylor Senior Holding Corp.
                                TP Holding Corp.
                                Taylor Publishing Company

                                By:____________________________________________
                                   Name:  David G. Fiore
                                   Title: President and Chief Executive Officer

                                Taylor Publishing Manufacturing, L.P.

                                By: Taylor Publishing Company, its General
                                    Partner

                                By:____________________________________________
                                   Name:  David G. Fiore
                                   Title: President and Chief Executive Officer

                                Taylor Manufacturing Holdings, LLC

                                By: Taylor Publishing Company, its Sole Member

                                By:____________________________________________
                                   Name:  David G. Fiore
                                   Title: President and Chief Executive Officer

                                Educational Communications Inc.

                                By:____________________________________________
                                   Name:  Parke Davis
                                   Title: President

                                       23
<PAGE>

Accepted as of the date hereof:
Goldman, Sachs & Co.

By: _____________________________________
             (Goldman, Sachs & Co.)

              On behalf of each of the Purchasers

                                       24
<PAGE>

                                                                      SCHEDULE I

Commemorative Brands, Inc.

CBI, North America

Taylor Senior Holding Corp.

Taylor Holding Corp.

Taylor Publishing Company

Taylor Manufacturing Holding, LLC

Educational Communications Inc.

<PAGE>

                                                                       EXHIBIT A

                        American Achievement Corporation

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the American Achievement Corporation (the
"Company") [__]% Senior Subordinated Notes due 2012 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact American
Achievement Corporation, 7211 Circle S Road, Austin, Texas 78745, Tel: (512)
444-0571.

-----------
*Not less than 28 calendar days from date of mailing.

                                      A-1
<PAGE>

                        AMERICAN ACHIEVEMENT CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among American Achievement
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 8.25% Senior Subordinated Notes due
2012 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3
<PAGE>

                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

(2)         Address for Notices to Selling Securityholder:

            _________________
            _________________
            _________________
            Telephone:       ___________________________________
            Fax:             ___________________________________
            Contact Person:  ___________________________________

(3)         Beneficial Ownership of Securities:

            Except as set forth below in this Item (3), the undersigned does not
            beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially owned: _____
            CUSIP No(s). of such Registrable Securities: _______________________

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned: ________________________________________________
            CUSIP No(s). of such other Securities: _____________________________

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement:
            ________________________ CUSIP No(s). of such Registrable Securities
            to be included in the Shelf Registration Statement:
            ____________________________________________________________________

(4)         Beneficial Ownership of Other Securities of the Company:

            Except as set forth below in this Item (4), the undersigned Selling
            Securityholder is not the beneficial or registered owner of any
            other securities of the Company, other than the Securities listed
            above in Item (3).

            State any exceptions here:

                                      A-4
<PAGE>

(5)         Relationships with the Company:

            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Company (or its predecessors or
            affiliates) during the past three years.

            State any exceptions here:

(6)         Plan of Distribution:

            Except as set forth below, the undersigned Selling Securityholder
            intends to distribute the Registrable Securities listed above in
            Item (3) only as follows (if at all): Such Registrable Securities
            may be sold from time to time directly by the undersigned Selling
            Securityholder or, alternatively, through underwriters,
            broker-dealers or agents. Such Registrable Securities may be sold in
            one or more transactions at fixed prices, at prevailing market
            prices at the time of sale, at varying prices determined at the time
            of sale, or at negotiated prices. Such sales may be effected in
            transactions (which may involve crosses or block transactions) (i)
            on any national securities exchange or quotation service on which
            the Registered Securities may be listed or quoted at the time of
            sale, (ii) in the over-the-counter market, (iii) in transactions
            otherwise than on such exchanges or services or in the
            over-the-counter market, or (iv) through the writing of options. In
            connection with sales of the Registrable Securities or otherwise,
            the Selling Securityholder may enter into hedging transactions with
            broker-dealers, which may in turn engage in short sales of the
            Registrable Securities in the course of hedging the positions they
            assume. The Selling Securityholder may also sell Registrable
            Securities short and deliver Registrable Securities to close out
            such short positions, or loan or pledge Registrable Securities to
            broker-dealers that in turn may sell such securities.

            State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which

                                      A-5
<PAGE>

may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

           (i) To the Company:

                                      American Achievement Corporation
                                      7211 Circle S Road
                                      Austin, TX 78745
                                      Attn: Chief Financial Officer

           (ii) With a copy to:

                                      Ropes & Gray LLP
                                      One International Place
                                      Boston, Massachusetts 02110-2624
                                      Attention: Todd Boes, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ___________________________

                  ______________________________________________________________
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                  Securities)

                  By: __________________________________________________________
                  Name:
                  Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                      American Achievement Corporation
                                      7211 Circle S Road
                                      Austin, TX 78745
                                      Attn: Chief Financial Officer
                                      With a copy to:
                                      Ropes & Gray LLP
                                      One International Place
                                      Boston, Massachusetts 02110-2624
                                      Attention: Todd Boes, Esq.

                                      A-7
<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
American Achievement Corporation
c/o The Bank of New York
101 Barclay Street
New York, New York 10286

Attention: Trust Officer

         Re:   American Achievement Corporation (the "Company")
               8.25% Senior Subordinated Notes due 2012

Dear Sirs:

Please be advised that _____________________ has transferred $__________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [______] (File No. 333-_______) filed
by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                      Very truly yours,

                                            _____________________________
                                            (Name)

                                      By:   _____________________________
                                            (Authorized Signature)

                                       B-1

</TEXT>
</DOCUMENT>
