<PAGE>

                                                                     Exhibit 4.7

                                                                  EXECUTION COPY
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                      NOTES REGISTRATION RIGHTS AGREEMENT



                           Dated as of July 12, 1999



                                    between



                            EARTHWATCH INCORPORATED



                                      and



                       MORGAN STANLEY & CO. INCORPORATED




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<PAGE>

                      NOTES REGISTRATION RIGHTS AGREEMENT



          This NOTES REGISTRATION RIGHTS AGREEMENT dated as of July 12, 1999
(the "Agreement"), is between EARTHWATCH INCORPORATED, a Delaware corporation
(the "Company"), and MORGAN STANLEY & CO. INCORPORATED (the "Placement Agent").

          This Agreement is made pursuant to the Placement Agreement dated July
7, 1999, between the Company and the Placement Agent (the "Placement
Agreement"), which provides for the sale by the Company to the Placement Agent
of 199,000 Units. Each Unit consists of (i) one of its $1,000 principal amount
at maturity 13% Senior Discount Notes due 2007 (the "Notes") and (ii) 49.095
shares (the "Preferred Shares") of its 8.5% Series C Cumulative Convertible
Redeemable Preferred Stock, (the "Series C Preferred Stock"). The Notes and the
Preferred Shares included in each Unit will become separately transferable at
the close of business upon the earliest to occur of (i) the date that is six
months after the Closing Date (as defined below), (ii) the commencement of an
exchange offer with respect to the Notes, (iii) the effectiveness of a shelf
registration statement with respect to resales of the Notes or (iv) a date
determined by the Placement Agent in its sole discretion. In order to induce the
Placement Agent to enter into the Placement Agreement, the Company has agreed to
provide to the Placement Agent and its direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Placement Agreement.

          In consideration of the foregoing, the parties hereto agree as
     follows:

           1.   Definitions.

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

           "1933 Act" shall mean the Securities Act of 1933, as amended from
     time to time.

           "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
     from time to time.

           "Closing Date" shall mean the Closing Date as defined in the
     Placement Agreement.

           "Company" shall have the meaning set forth in the preamble and shall
     also include the Company's successors.
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                                       2

          "Exchange Offer" shall mean the exchange offer by the Company of
     Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form) and all amendments and supplements to such registration
     statement, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated by reference therein.

          "Exchange Notes" shall mean notes issued by the Company under the
     Indenture containing terms identical to the Notes (except that the Exchange
     Notes will not contain restrictions on transfer) and to be offered to
     Holders of Notes in exchange for Notes pursuant to the Exchange Offer.

          "Holder" shall mean the Placement Agent, for so long as it owns any
     Registrable Notes, and each of its successors, assigns and direct and
     indirect transferees who become registered owners of Registrable Notes
     under the Indenture; provided that for purposes of Sections 4 and 5 of this
     Agreement, the term "Holder" shall include Participating Broker-Dealers (as
     defined in Section 4(a)).

          "Indenture" shall mean the Indenture relating to the Notes dated as of
     July 12, 1999 between the Company and The Bank of New York, trustee, and as
     the same may be amended from time to time in accordance with the terms
     thereof.

          "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount at maturity of outstanding Registrable Notes;
     provided that whenever the consent or approval of Holders of a specified
     percentage of Registrable Notes is required hereunder, Registrable Notes
     held by the Company or any of its affiliates (as such term is defined in
     Rule 405 under the 1933 Act) (other than the Placement Agent or subsequent
     Holders of Registrable Notes if such subsequent holders are deemed to be
     such affiliates solely by reason of their holding of such Registrable
     Notes) shall not be counted in determining whether such consent or approval
     was given by the Holders of such required percentage or amount.

          "Person" shall mean an individual, partnership, limited liability
     company, corporation, trust or unincorporated organization, or a government
     or agency or political subdivision thereof.
<PAGE>

                                       3

          "Placement Agent" shall have the meaning set forth in the preamble.

          "Placement Agreement" shall have the meaning set forth in the
     preamble.

          "Prospectus" shall mean the prospectus included in a Registration
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Notes covered by a Shelf Registration Statement,
     and by all other amendments and supplements to such prospectus, and in each
     case including all material incorporated by reference therein.

          "Registrable Notes" shall mean the Notes; provided, however, that the
     Notes shall cease to be Registrable Notes (i) when a Registration Statement
     with respect to such Notes shall have been declared effective under the
     1933 Act and such Notes shall have been disposed of pursuant to such
     Registration Statement, (ii) when such Notes have been sold to the public
     pursuant to Rule 144(k) (or any similar provision then in force, but not
     Rule 144A) under the 1933 Act or (iii) when such Notes shall have ceased to
     be outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Company with this Agreement, including
     without limitation: (i) all SEC, stock exchange or National Association of
     Securities Dealers, Inc. registration and filing fees, (ii) all fees and
     expenses incurred in connection with compliance with state securities or
     blue sky laws (including reasonable fees and disbursements of counsel for
     any underwriters or Holders in connection with blue sky qualification of
     any of the Exchange Notes or Registrable Notes), (iii) all expenses of any
     Persons in preparing or assisting in preparing, word processing, printing
     and distributing any Registration Statement, any Prospectus, any amendments
     or supplements thereto, any underwriting agreements, securities sales
     agreements and other documents relating to the performance of and
     compliance with this Agreement, (iv) all rating agency fees, (v) all fees
     and disbursements relating to the qualification of the Indenture under
     applicable securities laws, (vi) the fees and disbursements of the Trustee
     and its counsel, (vii) the fees and disbursements of counsel for the
     Company and, in the case of a Shelf Registration Statement, the fees and
     disbursements of one counsel for the Holders (which counsel shall be
     selected by the Majority Holders and which counsel may also be counsel for
     the Placement Agent) and (viii) the fees and disbursements of the
     independent public accountants of the Company, including the expenses of
     any special audits or "cold comfort" letters required by or incident to
     such performance and compliance, but excluding fees and expenses of counsel
     to the underwriters (other than fees and expenses set forth in clause (ii)
     above) or the Holders
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                                 4

     and underwriting discounts and commissions and transfer taxes, if any,
     relating to the sale or disposition of Registrable Notes by a Holder.

           "Registration Statement" shall mean any registration statement of the
     Company that covers any of the Exchange Notes or Registrable Notes pursuant
     to the provisions of this Agreement and all amendments and supplements to
     any such Registration Statement, including post-effective amendments, in
     each case including the Prospectus contained therein, all exhibits thereto
     and all material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

          "Shelf Registration" shall mean a registration effected pursuant to
     Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 2(b) of this
     Agreement which covers all of the Registrable Notes (but no other
     securities unless approved by the Holders whose Registrable Notes are
     covered by such Shelf Registration Statement) on an appropriate form under
     Rule 415 under the 1933 Act, or any similar rule that may be adopted by the
     SEC, and all amendments and supplements to such registration statement,
     including post-effective amendments, in each case including the Prospectus
     contained therein, all exhibits thereto and all material incorporated by
     reference therein.

          "Trustee" shall mean the trustee with respect to the Notes under the
     Indenture.

          "Underwriter" shall have the meaning set forth in Section 3 hereof.

          "Underwritten Registration" or "Underwritten Offering" shall mean a
     registration in which Registrable Notes are sold to an Underwriter for
     reoffering to the public.

          2.  Registration Under the 1933 Act.

          (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall use its best efforts
to cause to be filed an Exchange Offer Registration Statement covering the offer
by the Company to the Holders to exchange all of the Registrable Notes for
Exchange Notes and to have such Registration Statement remain effective until
the closing of the Exchange Offer. The Company shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement has been declared
effective by the SEC and use its best efforts to have the Exchange Offer
consummated not later than 60 days after such effective date. The Company shall
commence
<PAGE>

                                       5

the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

          (i)   that the Exchange Offer is being made pursuant to this
     Registration Rights Agreement and that all Registrable Notes validly
     tendered will be accepted for exchange;

          (ii)  the dates of acceptance for exchange (which shall be a period of
     at least 20 business days from the date such notice is mailed) (the
     "Exchange Dates");

          (iii) that any Registrable Note not tendered will remain outstanding
     and continue to accrete in value until July 15, 2002 and thereafter will
     accrue interest, but will not retain any rights under this Registration
     Rights Agreement;

          (iv)  that Holders electing to have a Registrable Note exchanged
     pursuant to the Exchange Offer will be required to surrender such
     Registrable Note, together with the enclosed letters of transmittal, to the
     institution and at the address (located in the Borough of Manhattan, The
     City of New York) specified in the notice prior to the close of business on
     the last Exchange Date; and

          (v)   that Holders will be entitled to withdraw their election, not
     later than the close of business on the last Exchange Date, by sending to
     the institution and at the address (located in the Borough of Manhattan,
     The City of New York) specified in the notice a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount at maturity of Registrable Notes delivered for exchange and a
     statement that such Holder is withdrawing his election to have such Notes
     exchanged.

          As soon as practicable after the last Exchange Date, the Company
     shall:

          (i)   accept for exchange Registrable Notes or portions thereof
     tendered and not validly withdrawn pursuant to the Exchange Offer; and

          (ii)  deliver, or cause to be delivered, to the Trustee for
     cancellation all Registrable Notes or portions thereof so accepted for
     exchange by the Company and issue, and cause the Trustee to promptly
     authenticate and mail to each Holder, an Exchange Note equal in principal
     amount at maturity to the principal amount at maturity of the Registrable
     Notes surrendered by such Holder.
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                                       6

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall inform the
Placement Agent of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Placement Agent shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Notes in the Exchange Offer.

          (b)  In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC, (ii) the Exchange Offer is not for any other reason consummated by
August 15, 2000 or (iii) the Exchange Offer has been completed and in the
opinion of counsel for the Placement Agent a Registration Statement must be
filed and a Prospectus must be delivered by the Placement Agent in connection
with any offering or sale of Registrable Notes, the Company shall use its best
efforts to cause to be filed as soon as practicable after such determination,
date or notice of such opinion of counsel is given to the Company, as the case
may be, a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Notes and to have such Shelf Registration Statement
declared effective by the SEC. In the event the Company is required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company shall use its best efforts
to file and have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Notes and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Notes held by the Placement Agent after completion of
the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period
referred to in Rule 144(k) with respect to the Registrable Notes or such shorter
period that will terminate when all of the Registrable Notes covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company further agrees to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Company agrees
to furnish to the Holders of Registrable Notes copies of any such supplement or
amendment promptly after its being used or filed with the SEC.
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                                       7

          (c)  The Company shall pay all Registration Expenses in connection
with the registration pursuant to Section 2(a) or Section 2(b). Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Notes pursuant
to the Shelf Registration Statement.

          (d)  An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Notes pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Notes pursuant to such
Registration Statement may legally resume. As provided for in the Indenture, in
the event the Exchange Offer is not consummated and the Shelf Registration
Statement is not declared effective on or prior to July 15, 2000, interest on
the Notes (in addition to the accrual of interest (or original issue discount)
otherwise due on the Notes) will accrue from July 15, 2000, at a rate of 0.5%
per annum and be payable in cash semi-annually, commencing January 15, 2001,
until the Exchange Offer is consummated or the Shelf Registration Statement is
declared effective by the SEC.

          (e)  Without limiting the remedies available to the Placement Agent
and the Holders, the Company acknowledges that any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Placement Agent or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Placement Agent or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

          3.   Registration Procedures.

          In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:

          (a)  prepare and file with the SEC a Registration Statement on the
     appropriate form under the 1933 Act, which form (x) shall be selected by
     the Company and (y) shall, in the case of a Shelf Registration, be
     available for the sale of the Registrable Notes by the selling Holders
     thereof and (z) shall comply as to form in all material respects with the
     requirements of the applicable form and include all financial statements
     required by the SEC to be filed therewith, and use its best efforts to
     cause
<PAGE>

                                       8

     such Registration Statement to become effective and remain effective in
     accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement effective for the applicable period and cause each
     Prospectus to be supplemented by any required prospectus supplement and, as
     so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to
     keep each Prospectus current during the period described under Section 4(3)
     and Rule 174 under the 1933 Act that is applicable to transactions by
     brokers or dealers with respect to the Registrable Notes or Exchange Notes;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes, to counsel for the Placement Agent, to counsel for the
     Holders and to each Underwriter of an Underwritten Offering of Registrable
     Notes, if any, without charge, as many copies of each Prospectus, including
     each preliminary Prospectus, and any amendment or supplement thereto and
     such other documents as such Holder or Underwriter may reasonably request,
     in order to facilitate the public sale or other disposition of the
     Registrable Notes; and the Company consents to the use of such Prospectus
     and any amendment or supplement thereto in accordance with applicable law
     by each of the selling Holders of Registrable Notes and any such
     Underwriters in connection with the offering and sale of the Registrable
     Notes covered by and in the manner described in such Prospectus or any
     amendment or supplement thereto in accordance with applicable law;

          (d) use its best efforts to register or qualify the Registrable Notes
     under all applicable state securities or "blue sky" laws of such
     jurisdictions as any Holder of Registrable Notes covered by a Registration
     Statement shall reasonably request in writing by the time the applicable
     Registration Statement is declared effective by the SEC, to cooperate with
     such Holders in connection with any filings required to be made with the
     National Association of Securities Dealers, Inc. and do any and all other
     acts and things which may be reasonably necessary or advisable to enable
     such Holder to consummate the disposition in each such jurisdiction of such
     Registrable Notes owned by such Holder; provided, however, that the Company
     shall not be required to (i) qualify as a foreign corporation or as a
     dealer in securities in any jurisdiction where it would not otherwise be
     required to qualify but for this Section 3(d), (ii) file any general
     consent to service of process or (iii) subject itself to taxation in any
     such jurisdiction if it is not so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Notes, counsel for the Holders and counsel for the Placement
     Agent promptly and, if
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                                       9

     requested by any such Holder or counsel, confirm such advice in writing (i)
     when a Registration Statement has become effective and when any post-
     effective amendment thereto has been filed and becomes effective, (ii) of
     any request by the SEC or any state securities authority for amendments and
     supplements to a Registration Statement and Prospectus or for additional
     information after the Registration Statement has become effective, (iii) of
     the issuance by the SEC or any state securities authority of any stop order
     suspending the effectiveness of a Registration Statement or the initiation
     of any proceedings for that purpose, (iv) if, between the effective date of
     a Registration Statement and the closing of any sale of Registrable Notes
     covered thereby, the representations and warranties of the Company
     contained in any underwriting agreement, securities sales agreement or
     other similar agreement, if any, relating to the offering cease to be
     true and correct in all material respects or if the Company receives any
     notification with respect to the suspension of the qualification of the
     Registrable Notes for sale in any jurisdiction or the initiation of any
     proceeding for such purpose, (v) of the happening of any event during the
     period a Shelf Registration Statement is effective which makes any
     statement made in such Registration Statement or the related Prospectus
     untrue in any material respect or which requires the making of any changes
     in such Registration Statement or Prospectus in order to make the
     statements therein not misleading and (vi) of any determination by the
     Company that a post-effective amendment to a Registration Statement would
     be appropriate;

          (f) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment and provide immediate notice to each Holder of the
     withdrawal of any such order;

          (g) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Notes, without charge, at least one conformed copy of each
     Registration Statement and any post-effective amendment thereto (without
     documents incorporated therein by reference or exhibits thereto, unless
     requested);

          (h) in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Notes to facilitate the timely preparation and
     delivery of certificates representing Registrable Notes to be sold and not
     bearing any restrictive legends and enable such Registrable Notes to be in
     such denominations (consistent with the provisions of the Indenture) and
     registered in such names as the selling Holders may reasonably request at
     least one business day prior to the closing of any sale of Registrable
     Notes;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use its best efforts to
     prepare and file with the SEC a supplement or post-effective amendment to a
     Registration Statement or the
<PAGE>

                                      10

     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of the Registrable Notes, such Prospectus will not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading. The Company agrees to notify
     the Holders to suspend use of the Prospectus as promptly as practicable
     after the occurrence of such an event, and the Holders hereby agree to
     suspend use of the Prospectus until the Company has amended or supplemented
     the Prospectus to correct such misstatement or omission;

          (j) a reasonable time prior to the filing of any Registration
     Statement, any Prospectus, any amendment to a Registration Statement or
     amendment or supplement to a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a Prospectus
     after initial filing of a Registration Statement, provide copies of such
     document to the Placement Agent and its counsel (and, in the case of a
     Shelf Registration Statement, the Holders and their counsel) and make such
     of the representatives of the Company as shall be reasonably requested by
     the Placement Agent or its counsel (and, in the case of a Shelf
     Registration Statement, the Holders or their counsel) available for
     discussion of such document, and shall not at any time file or make any
     amendment to the Registration Statement, any Prospectus or any amendment of
     or supplement to a Registration Statement or a Prospectus or any document
     which is to be incorporated by reference into a Registration Statement or a
     Prospectus, of which the Placement Agent and its counsel (and, in the case
     of a Shelf Registration Statement, the Holders and their counsel) shall not
     have previously been advised and furnished a copy or to which the Placement
     Agent or its counsel (and, in the case of a Shelf Registration Statement,
     the Holders or their counsel) shall object;

          (k) obtain a CUSIP number for all Exchange Notes or Registrable Notes,
     as the case may be, not later than the effective date of a Registration
     Statement;

          (l) cause the Indenture to be qualified under the Trust Indenture Act
     of 1939, as amended (the "TIA"), in connection with the registration of the
     Exchange Notes or Registrable Notes, as the case may be, cooperate with the
     Trustee and the Holders to effect such changes to the Indenture as may be
     required for the Indenture to be so qualified in accordance with the terms
     of the TIA and execute, and use its best efforts to cause the Trustee to
     execute, all documents as may be required to effect such changes and all
     other forms and documents required to be filed with the SEC to enable the
     Indenture to be so qualified in a timely manner;

          (m) in the case of a Shelf Registration, make available for inspection
     by a representative of the Holders of the Registrable Notes, any
     Underwriter participating in
<PAGE>

                                      11

     any disposition pursuant to such Shelf Registration Statement, and
     attorneys and accountants designated by the Holders, at reasonable times
     and in a reasonable manner, all financial and other records, pertinent
     documents and properties of the Company, and cause the respective officers,
     directors and employees of the Company to supply all information reasonably
     requested by any such representative, Underwriter, attorney or accountant
     in connection with a Shelf Registration Statement;

          (n) in the case of a Shelf Registration, use its best efforts to cause
     all Registrable Notes to be listed on any securities exchange or any
     automated quotation system on which similar securities issued by the
     Company are then listed if requested by the Majority Holders, to the extent
     such Registrable Notes satisfy applicable listing requirements;

          (o) use its best efforts to cause the Exchange Notes to continue to
     be rated by two nationally recognized statistical rating organizations (as
     such term is defined in Rule 436(g)(2) under the 1933 Act), if the
     Registrable Notes have been rated;

          (p) if reasonably requested by any Holder of Registrable Notes covered
     by a Registration Statement, (i) promptly incorporate in a Prospectus
     supplement or post-effective amendment such information with respect to
     such Holder as such Holder reasonably requests to be included therein and
     (ii) make all required filings of such Prospectus supplement or such post-
     effective amendment as soon as the Company has received notification of the
     matters to be incorporated in such filing; and

          (q) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other actions in connection therewith
     (including those requested by the Holders of a majority of the Registrable
     Notes being sold) in order to expedite or facilitate the disposition of
     such Registrable Notes including, but not limited to, an Underwritten
     Offering and in such connection, (i) to the extent possible, make such
     representations and warranties to the Holders and any Underwriters of such
     Registrable Notes with respect to the business of the Company and its
     subsidiaries, the Registration Statement, Prospectus and documents
     incorporated by reference or deemed incorporated by reference, if any, in
     each case, in form, substance and scope as are customarily made by issuers
     to underwriters in underwritten offerings and confirm the same if and when
     requested, (ii) obtain opinions of counsel to the Company (which counsel
     and opinions, in form, scope and substance, shall be reasonably
     satisfactory to the Holders and such Underwriters and their respective
     counsel) addressed to each selling Holder and Underwriter of Registrable
     Notes, covering the matters customarily covered in opinions requested in
     underwritten offerings, (iii) obtain "cold comfort" letters from the
     independent certified public accountants of the Company (and, if necessary,
     any other certified public accountant of any subsidiary of the Company, or
<PAGE>

                                      12

     of any business acquired by the Company for which financial statements and
     financial data are or are required to be included in the Registration
     Statement) addressed to each selling Holder and Underwriter of Registrable
     Notes, such letters to be in customary form and covering matters of the
     type customarily covered in "cold comfort" letters in connection with
     underwritten offerings, and (iv) deliver such documents and certificates as
     may be reasonably requested by the Holders of a majority in principal
     amount of the Registrable Notes being sold or the Underwriters, and which
     are customarily delivered in underwritten offerings, to evidence the
     continued validity of the representations and warranties of the Company
     made pursuant to clause (i) above and to evidence compliance with any
     customary conditions contained in an underwriting agreement.

          In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Notes to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Notes as the Company may from time to time reasonably request
in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Notes pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Notes current at the
time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Notes pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions.
The Company may give any such notice only twice during any 365 day period and
any such suspensions may not exceed 30 days for each suspension and there may
not be more than two suspensions in effect during any 365 day period.

          The Holders of Registrable Notes covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Notes in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers (the "Underwriters") that will administer the
offering will be selected by the Majority Holders of the Registrable Notes
included in such offering.
<PAGE>

                                      13

          4.   Participation of Broker-Dealers in Exchange Offer.

          (a) The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Notes for its own account in the Exchange Offer in
exchange for Notes that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Notes.

          The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Notes, without naming
the Participating Broker-Dealers or specifying the amount of Exchange Notes
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the 1933 Act in connection
with resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the 1933 Act.

          (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Placement Agent or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

          (i) the Company shall not be required to amend or supplement the
     Prospectus contained in the Exchange Offer Registration Statement, as would
     otherwise be contemplated by Section 3(i), for a period exceeding 180 days
     after the last Exchange Date (as such period may be extended pursuant to
     the penultimate paragraph of Section 3 of this Agreement) and Participating
     Broker-Dealers shall not be authorized by the Company to deliver and shall
     not deliver such Prospectus after such period in connection with the
     resales contemplated by this Section 4; and

          (ii) the application of the Shelf Registration procedures set forth
     in Section 3 of this Agreement to an Exchange Offer Registration, to the
     extent not required by the positions of the Staff of the SEC or the 1933
     Act and the rules and regulations thereunder, will be in conformity with
     the reasonable request to the Company by the Placement Agent or with the
     reasonable request in writing to the Company by one or more broker-dealers
     who certify to the Placement Agent and the Company in writing that they
     anticipate that they will be Participating Broker-Dealers; and provided
     further
<PAGE>

                                      14

     that, in connection with such application of the Shelf Registration
     procedures set forth in Section 3 to an Exchange Offer Registration, the
     Company shall be obligated (x) to deal only with one entity representing
     the Participating Broker-Dealers, which shall be Morgan Stanley & Co.
     Incorporated unless it elects not to act as such representative, (y) to pay
     the fees and expenses of only one counsel representing the Participating
     Broker-Dealers, which shall be counsel to the Placement Agent unless such
     counsel elects not to so act and (z) to cause to be delivered only one, if
     any, "cold comfort" letter with respect to the Prospectus in the form
     existing on the last Exchange Date and with respect to each subsequent
     amendment or supplement, if any, effected during the period specified in
     clause (i) above.

          (c) The Placement Agent shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

          5.   Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless the Placement
Agent, each Holder and each Person, if any, who controls the Placement Agent or
any Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, or is under common control with, or is controlled by, the
Placement Agent or any Holder, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Placement Agent, any Holder or any such controlling
or affiliated Person in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Notes or Registrable Notes were registered under the
1933 Act, including all documents incorporated therein by reference, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Placement Agent or any Holder
furnished to the Company in writing by Morgan Stanley & Co. Incorporated or any
selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and
<PAGE>

                                      15

the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Placement Agent and the other selling Holders,
and each of their respective directors, officers who sign the Registration
Statement and each Person, if any, who controls the Company, the Placement Agent
and any other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity
from the Company to the Placement Agent and the Holders, but only with reference
to information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. In such case
involving the Placement Agent and Persons who control the Placement Agent, such
firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In
such case involving the Holders and such Persons who control Holders, such firm
shall be designated in writing by the Majority Holders. In all other cases, such
firm shall be designated by the Company. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
<PAGE>

                                      16

sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party for such fees and expenses of
counsel in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

          (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Placement Agent, on the other hand, from the
offering of such Notes or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Placement Agent on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Notes of such
Holder that were registered pursuant to a Registration Statement.

          (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total
<PAGE>

                                      17

price at which Registrable Notes were sold by such Holder exceeds the amount of
any damages that such Holder 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 1933 Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The remedies provided for in
this Section 5 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in equity.

          The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Placement Agent, any Holder or any Person controlling the Placement Agent
or any Holder, or by or on behalf of the Company, its officers or directors or
any Person controlling the Company, (iii) acceptance of any of the Exchange
Notes and (iv) any sale of Registrable Notes pursuant to a Shelf Registration
Statement.

          6.   Miscellaneous.

          (a) No Inconsistent Agreements. The Company has not entered into, and
on or after the date of this Agreement will not enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable Notes in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

          (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement,
waiver or consent to any departure from the provisions of Section 5 hereof shall
be effective as against any Holder of Registrable Notes unless consented to in
writing by such Holder.

          (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agent,
the address set forth in the Placement Agreement; and (ii) if to the Company,
initially at the Company's address set forth in the Placement Agreement and
<PAGE>

                                      18

thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

          (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Notes in
violation of the terms of the Placement Agreement. If any transferee of any
Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof. The Placement Agent (in its capacity as
Placement Agent) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

          (e) Purchases and Sales of Notes. The Company shall not, and shall use
its best efforts to cause its affiliates (as defined in Rule 405 under the 1933
Act) not to, purchase and then resell or otherwise transfer any Notes.

          (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Placement Agent, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
<PAGE>

                                      19

          (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
<PAGE>

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


                                EARTHWATCH INCORPORATED


                                By /s/ Herbert F. Satterlee III
                                   ---------------------------------
                                   Name:
                                   Title:



Agreed, as of the date first above written:

Morgan Stanley & Co.
   Incorporated


By /s/ David J. Frey
  --------------------------------