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                                                                     EXHIBIT 4.4


                      EQUITY REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JUNE 18, 2001

                                 BY AND BETWEEN

                           TRIBO PETROLEUM CORPORATION

                                       AND

                            JEFFERIES & COMPANY, INC.


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                                TABLE OF CONTENTS

<Table>
<S>          <C>                                                                                          <C>
Section 1.   Definitions.................................................................................  2
Section 2.   Registration Rights.........................................................................  5
       2.1   (a) Demand Registration.....................................................................  5
             (a) Underwritten Registrations..............................................................  6
             (b) Expenses................................................................................  6
       2.2   (a) Piggy-Back Registration.................................................................  6
             (b) Priority in Piggy-Back-Registration.....................................................  7
       2.3   Limitations, Conditions and Qualifications to Obligations Under Registration Covenants......  7
       2.4   Restrictions on Sale by the Company and Others..............................................  8
       2.5   Reports; Rule 144 and Rule 144A.............................................................  8
Section 3.   Registration Procedures.....................................................................  9
Section 4.   Indemnification and Contribution............................................................ 15
Section 5.   Miscellaneous............................................................................... 18
             (a) No Inconsistent Agreements.............................................................. 18
             (b) Adjustments Affecting Registrable Securities............................................ 18
             (c) Amendments and Waivers.................................................................. 18
             (d) Notices................................................................................. 18
             (e) Successors and Assigns.................................................................. 19
             (f) Counterparts............................................................................ 19
             (g) Headings................................................................................ 19
             (h) GOVERNING LAW........................................................................... 19
             (i) Severability............................................................................ 19
             (j) Third Party Beneficiary................................................................. 19
             (k) Entire Agreement........................................................................ 19
             (l) Securities Held by the Company or Its Affiliates........................................ 19
</Table>


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                      EQUITY REGISTRATION RIGHTS AGREEMENT

         THIS EQUITY REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of June 18, 2001, by and between TRIBO PETROLEUM
CORPORATION, a Delaware corporation (the "Company"), and JEFFERIES & COMPANY,
INC. (the "Initial Purchaser").

         This Agreement is entered into in connection with the Purchase
Agreement, dated June ___, 2001, among Tri-Union Development Corporation, the
Company, the Guarantors (as defined in the Purchase Agreement) and the Initial
Purchaser (the "Purchase Agreement"), which provides for the issuance and sale
to the Initial Purchaser of (i) 130,000 units consisting, in the aggregate of
$130,000,000 principal amount of 12.5% Senior Secured Notes due 2006 and 130,000
shares of class A common stock, par value $0.01 per share, of the Company (the
"Class A Common Stock"), and (ii) 65,000 shares of class B common stock, par
value $0.01 per share, of the Company (the "Class B Common Stock" and, together
with Class A Common Stock, the "Common Stock"). In order to induce the Initial
Purchaser to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchaser and the Holders (as defined herein), among
other things, the registration rights for the Common Stock set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchaser under the Purchase Agreement.

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

         Section 1. Definitions. As used in this Agreement, the following
defined terms shall have the following meanings:

                  "Advice" has the meaning ascribed to such term in the last
         paragraph of Section 3 hereof.

                  "Agreement" has the meaning ascribed to such term in the
         preamble of this Agreement.

                  "Business Day" shall mean a day, other than a Saturday, Sunday
         or a day on which the banking institutions in New York, New York are
         required or allowed by law, regulation or executive order to remained
         closed.

                  "Class A Common Stock" has the meaning ascribed to such term
         in the preamble of this Agreement.

                  "Class B Common Stock" has the meaning ascribed to such term
         in the preamble of this Agreement.

                  "Common Stock" has the meaning ascribed to such term in the
         preamble of this Agreement.

                  "Company" has the meaning ascribed to that term in the
         preamble of this Agreement and shall also include the Company's
         successors and assigns.


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                  "Demand Registration" has the meaning ascribed to such term in
         Section 2.1(a) hereof.

                  "DTC" has the meaning ascribed to such term in Section 3(i)
         hereof.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

                  "Holder" means the Initial Purchaser, for so long as it is the
         beneficial holder of any Registrable Securities, and each of its
         successors, assigns and direct and indirect transferees who become
         beneficial holders of such Registrable Securities; provided, that a
         beneficial holder of Class B Common Stock shall be deemed to be the
         Holder of the shares of Class A Common Stock issuable upon conversion
         thereof; and provided, further, that the Company shall not be obligated
         to register shares of Class B Common Stock and the holders thereof will
         not be required to convert their shares of Class B Common Stock into
         Class A Common Stock to exercise their rights hereunder until
         immediately prior to and conditioned upon the closing of the offering
         to which such registration relates.

                  "Included Securities" has the meaning ascribed to such term in
         Section 2.1(a) hereof.

                  "indemnified party" has the meaning ascribed to such term in
         Section 4(c) hereof.

                  "indemnifying party" has the meaning ascribed to such term in
         Section 4(c) hereof.

                  "Initial Purchaser" has the meaning ascribed to such term in
         the preamble of this Agreement.

                  "Inspectors" has the meaning ascribed to such term in Section
         3(n) hereof.

                  "Notes" means the $130,000,000 aggregate principal amount of
         12.5% Senior Secured Notes due 2006 of Tri-Union Development
         Corporation.

                  "Person" shall mean an individual, partnership, corporation,
         trust or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  "Piggy-Back Registration" has the meaning ascribed to such
         term in Section 2.2 hereof.

                  "Prospectus" means the prospectus included in any Registration
         Statement (including, without limitation, any prospectus subject to
         completion and a prospectus that includes any information previously
         omitted from a prospectus filed as part of an effective Registration
         Statement in reliance upon Rule 430A promulgated under the Securities
         Act), as amended or supplemented by any prospectus supplement, and all
         other amendments and supplements to the Prospectus, including
         post-effective amendments,


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         and all material incorporated by reference or deemed to be incorporated
         by reference in such Prospectus.

                  "Purchase Agreement" has the meaning ascribed to such term in
         the preamble of this Agreement.

                  "Registrable Securities" means any of (i) the shares of Class
         A Common Stock issued pursuant to the Purchase Agreement, (ii) the
         shares of Class A Common Stock issuable upon conversion of the shares
         of Class B Common Stock pursuant to the terms of the Companies organic
         documents, and (iii) any other securities issued or issuable with
         respect to any Common Stock by way of stock dividend or stock split or
         in connection with a combination of shares, recapitalization, merger,
         consolidation or other reorganization or otherwise. As to any
         particular Registrable Securities, such securities shall cease to be
         Registrable Securities when (i) a Registration Statement with respect
         to the offering of such securities by the Holder thereof shall have
         been declared effective under the Securities Act and such securities
         shall have been disposed of by such Holder pursuant to such
         Registration Statement, (ii) such securities are eligible for sale to
         the public without restriction pursuant to Rule 144(k) promulgated
         under the Securities Act (or any similar provision then in force, but
         not Rule 144A), (iii) such securities shall have been otherwise
         transferred by such Holder and new certificates for such securities not
         bearing a legend restricting further transfer shall have been delivered
         by the Company or its transfer agent and subsequent disposition of such
         securities shall not require registration or qualification under the
         Securities Act or any similar state law then in force or (iv) such
         securities shall have ceased to be outstanding.

                  "Registration Expenses" shall mean all expenses incident to
         the Company's performance of or compliance with its obligations, under
         this Agreement, including, without limitation, all SEC and stock
         exchange or National Association of Securities Dealers, Inc.
         registration and filing fees and expenses, fees and expenses of
         compliance with securities or blue sky laws (including, without
         limitation, reasonable fees and disbursements of counsel for the
         underwriters in connection with blue sky qualifications of the
         Registrable Securities), preparing, printing, filing, duplicating and
         distributing the Registration Statement and the related Prospectus, the
         cost of printing stock certificates, the cost and charges of any
         transfer agent, rating agency fees, printing expenses, messenger,
         telephone and delivery expenses, fees and disbursements of counsel for
         the Company and all independent certified public accountants, the fees
         and disbursements of underwriters customarily paid by issuers or
         sellers of securities (but not including any underwriting discounts or
         commissions or transfer taxes, if any, attributable to the sale of
         Registrable Securities by Selling Holders), fees and expenses of one
         counsel for the Holders and other reasonable out-of-pocket expenses of
         the Holders.

                  "Registration Statement" shall mean any registration statement
         of the Company filed with the SEC pursuant to the Securities Act which
         covers any of the Registrable Securities 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.


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                  "Requisite Securities" shall mean a number of Registrable
         Securities equal to not less than 25% of the Registrable Securities
         held in the aggregate by all Holders.

                  "Rule 144" shall mean Rule 144 promulgated under the
         Securities Act, as such rule may be amended from time to time, or any
         similar rule (other than Rule 144A) or regulation hereafter adopted by
         the SEC providing for offers and sales of securities made in compliance
         therewith resulting in offers and sales by subsequent holders that are
         not affiliates of an issuer of such securities being free of the
         registration and prospectus delivery requirements of the Securities
         Act.

                  "Rule 144A" shall mean Rule 144A promulgated under the
         Securities Act, as such Rule may be amended from time to time, or any
         similar rule (other than Rule 144) or regulation hereafter adopted by
         the SEC.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

                  "Selling Holder" shall mean a Holder who is selling
         Registrable Securities in accordance with the provisions of Section 2.1
         or 2.2 hereof.

         Section 2. Registration Rights.

         2.1 (a) Demand Registration. At any time and from time to time after
the date the Class A Common Stock beneficially held by the Holders is
transferable separate and apart from the Notes, the Holders owning, individually
or in the aggregate, not less than the Requisite Securities may make a written
request for registration under the Securities Act of all or any part of their
Registrable Securities (a "Demand Registration"). As promptly as practicable,
but in any event within 45 days of the receipt of such written request for a
Demand Registration, the Company shall file with the SEC and use its best
efforts to cause to become effective under the Securities Act a Registration
Statement with respect to such Registrable Securities. Any such request will
specify the number of Registrable Securities proposed to be sold and will also
specify the intended method of disposition thereof. The Company shall give
written notice of such registration request to all other Holders of Registrable
Securities within 15 days after the receipt thereof. Within 20 days after
receipt by any Holder of Registrable Securities of such notice from the Company,
such Holder may request in writing that such Holder's Registrable Securities be
included in such Registration Statement and the Company shall include in such
Registration Statement the Registrable Securities of any such Holder requested
to be so included, together with the Registrable Securities requested to be
included by the requesting Holders (the "Included Securities"). Each such
request by such other Holders shall specify the number of Included Securities
proposed to be sold and the intended method of disposition thereof.

         The Company shall use its best efforts to keep such Demand Registration
continuously effective under the Securities Act until at least the earlier of
(A) an aggregate of one year after the effective date thereof or (B) the
consummation of the distribution by the Holders of all Registrable Securities
covered thereby. No securities of the Company other than Registrable Securities
shall be included in a Demand Registration. The Holders of Registrable
Securities


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shall be permitted to withdraw all or any part of the Registrable Securities
from a Demand Registration at any time prior to the effective date of such
Demand Registration.

                  (a) Underwritten Registrations. If any of the Registrable
Securities covered by a Demand Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Holders of not less than a
majority of the Registrable Securities to be sold thereunder and will be
reasonably acceptable to the Company.

         No Holder of Registrable Securities may participate in any underwritten
registration pursuant to a Registration Statement filed under this Agreement
unless such Holder (a) agrees to (i) sell such Holder's Registrable Securities
on the basis provided in and in compliance with any underwriting arrangements
approved by the Holders of not less than a majority of the Registrable
Securities to be sold thereunder and (ii) comply with all applicable Rules under
the Exchange Act and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements; provided, that no
Holder shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties regarding
such Holder and such Holder's intended method of distribution.

                  (b) Expenses. The Company will pay all Registration Expenses
in connection with the registrations requested pursuant to Section 2.1(a)
hereof. Each Holder of Registrable Securities shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Registrable Securities pursuant to a Registration
Statement requested pursuant to this Section 2.1.

         2.2 (a) Piggy-Back Registration. If at any time the Company proposes to
file a Registration Statement under the Securities Act with respect to an
offering by the Company for its own account or for the account of any holders of
any class of its capital stock (other than (i) a registration statement on Form
S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a
registration statement filed in connection with an exchange offer or offering of
securities solely to the Company's existing security holders), then the Company
shall give written notice of such proposed filing to the Holders of Registrable
Securities as soon as practicable (but in no event fewer than 30 days before the
anticipated filing date), and such notice shall offer such Holders the
opportunity to register such number of shares of Registrable Securities as each
such Holder may request in writing within 20 days after receipt of such written
notice from the Company (which request shall specify the Registrable Securities
intended to be disposed of by such Selling Holder and the intended method of
distribution thereof) (a "Piggy-Back Registration"). The Company shall use its
best efforts to keep such Piggy-Back Registration continuously effective under
the Securities Act until at least the earlier of (A) an aggregate of 180 days
after the effective date thereof or (B) the consummation of the distribution by
the Holders of all of the Registrable Securities covered thereby. The Company
shall use its best efforts to cause the managing underwriter or underwriters, if
any, of such proposed offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company or any other security holder
included therein and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method of distribution thereof. Any
Selling Holder


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shall have the right to withdraw its request for inclusion of its Registrable
Securities in any Registration Statement pursuant to this Section 2.2 by giving
written notice to the Company of its request to withdraw. The Company may
withdraw a Piggy-Back Registration at any time prior to the time it becomes
effective or the Company may elect to delay the registration; provided, however,
that the Company shall give prompt written notice thereof to participating
Selling Holders. The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities requested pursuant to this
Section 2.2, and each Holder of Registrable Securities shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to a
Registration Statement effected pursuant to this Section 2.2.

                  (b) Priority in Piggy-Back-Registration. In a registration
pursuant to Section 2.2 hereof involving an underwritten offering, if the
managing underwriter or underwriters of such underwritten offering have
informed, in writing, the Company and the Selling Holders requesting inclusion
in such offering that in such underwriter's or underwriters' opinion the total
number of securities which the Company, the Selling Holders and any other
Persons desiring to participate in such registration intend to include in such
offering is such as to adversely affect the success of such offering, including
the price at which such securities can be sold, then the Company will be
required to include in such registration only the amount of securities which it
is so advised should be included in such registration. In such event: (i) in
cases initially involving the registration for sale of securities for the
Company's own account, securities shall be registered in such offering in the
following order of priority: (i) first, the securities which the Company
proposes to register, (ii) second, provided that no securities proposed to be
registered by the Company have been excluded from such registration, the
securities which have been requested to be included in such registration by the
Holders (pro rata on the amount of securities sought to be registered by such
Holders), and (iii) third, provided that no securities sought to be included by
the Holders have been excluded from such registration, the securities of other
Persons; and (y) in cases not initially involving the registration for sale of
securities for the Company's own account, securities shall be registered in such
offering in the following order of priority: (i) first, the securities of any
Person whose exercise of a "demand" registration right pursuant to a contractual
commitment of the Company is the basis for the registration (provided that if
such Person is a Holder of Registrable Securities, as among Holders of
Registrable Securities there shall be no priority and Registrable Securities
sought to be included by Holders of Registrable Securities shall be included pro
rata based on the amount of securities sought to be registered by such Persons),
(ii) second, provided that no securities of any Person whose exercise of a
"demand" registration right pursuant to a contractual commitment of the Company
is the basis for such registration have been excluded from such registration,
the securities requested to be included in such registration by the Holders of
Registrable Securities pursuant to this Agreement (pro rata based on the total
amount of securities sought to be registered by such Holders), (iii) third,
provided that no securities sought to be included by the Holders or such Persons
have been excluded from such registration, the securities the Company proposes
to register and the securities of other Persons.

         2.3 Limitations, Conditions and Qualifications to Obligations Under
Registration Covenants. Subject to the next sentence of this paragraph, the
Company shall be entitled to postpone, for a reasonable period of time, the
filing or effectiveness of, or suspend the rights of any Holders to make sales
pursuant to, any Registration Statement otherwise required to be


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prepared, filed and made and kept effective by it hereunder; provided, however,
that the duration of such postponement or suspension may not exceed an aggregate
of 45 days for each Registration Statement, and the duration of any such
postponement or suspension shall be excluded from the calculation of the
one-year period described in Section 2.1(a) hereof and the 180-day period
described in Section 2.2(a) hereof. Such postponement or suspension may only be
effected if (1) an event occurs and is continuing as a result of which a
Registration Statement or related Prospectus would, in the Company's good faith
judgment, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, (2) the Board of
Directors of the Company determines in good faith that the filing or
effectiveness of, or sales pursuant to, such Registration Statement would have a
material adverse effect on the business, operations or prospects of the Company,
or (3) the disclosure otherwise relates to a material business transaction which
has not yet been publicly disclosed in any relevant jurisdiction. If the Company
shall so postpone the filing or effectiveness of a Registration Statement or so
suspend the rights of Holders to make sales it shall, as promptly as possible,
notify any Selling Holders of such determination, and the Selling Holders shall
(y) have the right, in the case of a postponement of the filing or effectiveness
of a Registration Statement, upon the affirmative vote of the Holders of not
less than a majority of the Registrable Securities to be included in such
Registration Statement, to withdraw the request for registration by giving
written notice to the Company within 10 days after receipt of such notice or (i)
in the case of a suspension of the right to make sales, receive an extension of
the registration period equal to the number of days of the suspension.

         2.4 Restrictions on Sale by the Company and Others. The Company
covenants and agrees that (i) it shall not, and that it shall cause each of its
subsidiaries not to, effect any public sale or distribution of any securities of
the same class as any of the Registrable Securities or any securities
convertible into or exchangeable or exercisable for such securities (or any
option or other right for such securities) during the 14-day period prior to,
and during the 180-day period beginning on, the pricing of any underwritten
offering of Registrable Securities pursuant to a Demand Registration which has
been requested pursuant to this Agreement; and (ii) that it shall use its
reasonable best efforts to secure the written agreement of each of its officers,
directors and stockholders to not effect any public sale or distribution of any
securities of the same class as the Registrable Securities or any securities
convertible into or exchangeable or exercisable for any such securities (or any
option or right for such securities) during the period described in clause (i)
of this Section 2.4.

         2.5 Reports; Rule 144 and Rule 144A. The Company covenants that it will
file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Registrable Securities, make
publicly available other information so long as necessary to permit sales
pursuant to Rule 144 and Rule 144A (to the extent Registrable Securities may
then be sold pursuant to Rule 144A). The Company further covenants for so long
as any Registrable Securities remain outstanding to make available to any Holder
or beneficial owner of Registrable Securities in connection with any sale
thereof and any prospective purchaser of such Registrable Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(y) under
the Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A.


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Notwithstanding that the Company may not at any time be subject to the reporting
requirements of Section 13 or 15 of the Exchange Act, the Company shall provide
the Holders (i) all quarterly and annual financial information that would be
required to be contained in a filing by the Company with the SEC on Forms 10-Q
and 10-K if the Company were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its subsidiaries in the form and with the content that such
reports are at any time required to be provided to the holders of the Notes, and
(ii) all current reports that would be required to be filed with the SEC on Form
8-K if the Company were required to file such reports, in each case within 15
days after the time periods specified for such filings in the SEC's rules and
regulations. Upon the request of any Holder of Registrable Securities, the
Company will in a timely manner deliver to such Holder a written statement as to
whether it has complied with such information requirements.

         Section 3. Registration Procedures. In connection with the obligations
of the Company with respect to any Registration Statement pursuant to Sections
2.1 and 2.2 hereof, the Company shall, as expeditiously as reasonably possible:

                  (a) Prepare and file with the SEC as soon as practicable each
         such Registration Statement (but in any event on or prior to the date
         of filing thereof required under this Agreement) and cause each such
         Registration Statement to become effective and remain effective as
         provided herein; provided, however, that before filing any such
         Registration Statement or any Prospectus or any amendments or
         supplements thereto (including documents that would be incorporated or
         deemed to be incorporated therein by reference, including such
         documents filed under the Exchange Act that would be incorporated
         therein by reference), the Company shall afford to the Holders of the
         Registrable Securities covered by such Registration Statement, their
         counsel and the managing underwriter or underwriters, if any, a
         reasonable opportunity to review copies of all such documents proposed
         to be filed at least five calendar days prior to such filing, or such
         later date as is reasonable under the circumstances. The Company shall
         not file any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority of the Registrable
         Securities covered by such Registration Statement, their counsel, or
         the managing underwriter or underwriters, if any, shall reasonably
         object unless failure to file any such amendment or supplement would
         involve a violation of the Securities Act or other applicable law.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to such Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the time periods prescribed hereby; cause the related Prospectus to
         be supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) promulgated under the Securities Act; and
         comply with the provisions of the Securities Act, the Exchange Act and
         the rules and regulations of the SEC promulgated thereunder applicable
         to it with respect to the disposition of all securities covered by such
         Registration Statement as so amended or such Prospectus as so
         supplemented.


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<PAGE>   11


                  (c) Notify the Holders of Registrable Securities, their
         counsel and the managing underwriter or underwriters, if any, promptly
         (but in any event within two (2) Business Days), and confirm such
         notice in writing, (i) when a Prospectus or any prospectus supplement
         or post-effective amendment has been filed, and, with respect to a
         Registration Statement or any post-effective amendment, when the same
         has become effective (including in such notice a written statement that
         any Holder may, upon request, obtain, without charge, one conformed
         copy of such Registration Statement or post-effective amendment
         including financial statements and schedules and exhibits), (ii) of the
         issuance by the SEC of any stop order suspending the effectiveness of
         such Registration Statement or of any order preventing or suspending
         the use of any Prospectus or the initiation or threatening of any
         proceedings for that purpose, (iii) if at any time when a Prospectus is
         required by the Securities Act to be delivered in connection with sales
         of the Registrable Securities the representations and warranties of the
         Company contained in any agreement (including any underwriting
         agreement) contemplated by Section 3(m) below cease to be true and
         correct in any material respect, (iv) of the receipt by the Company of
         any notification with respect to (A) the suspension of the
         qualification or exemption from qualification of the Registration
         Statement or any of the Registrable Securities covered thereby for
         offer or sale in any jurisdiction, or (B) the initiation of any
         proceeding for such purpose, (v) of the happening of any event, the
         existence of any condition or information becoming known that requires
         the making of any change in any Registration Statement or Prospectus so
         that, in the case of such Registration Statement, it will conform in
         all material respects with the requirements of the Securities Act and
         it will not contain any untrue statement of a material fact or omit to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading, and that in the case of any
         Prospectus, it will conform in all material respects with the
         requirements of the Securities Act and it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading, and (vi) of the Company's reasonable determination that a
         post-effective amendment to such Registration Statement would be
         appropriate.

                  (d) Use every reasonable effort to prevent the issuance of any
         order suspending the effectiveness of the Registration Statement or of
         any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Securities covered thereby for sale in any
         jurisdiction, and, if any such order is issued, to obtain the
         withdrawal of any such order at the earliest possible moment.

                  (e) If requested by the managing underwriter or underwriters,
         if any, or the Holders of a majority of the Registrable Securities
         being sold in connection with an underwriting offering, (i) promptly
         incorporate in a prospectus supplement or post-effective amendment such
         information as the managing underwriter or underwriters, if any, or
         such Holders reasonably request to be included therein to comply with
         applicable law, (ii) make all required filings of such prospectus
         supplement or such post-effective amendment as soon as practicable
         after the Company has received notification of the


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         matters to be incorporated in such prospectus supplement or
         post-effective amendment, and (iii) supplement or make amendments to
         such Registration Statement.

                  (f) Furnish to each Holder of Registrable Securities who so
         requests and to counsel for the Holders of Registrable Securities and
         each managing underwriter, if any, without charge, upon request, one
         conformed copy of the Registration Statement and each post-effective
         amendment thereto, including financial statements and schedules, and of
         all documents incorporated or deemed to be incorporated therein by
         reference and all exhibits (including exhibits incorporated by
         reference).

                  (g) Deliver to each Holder of Registrable Securities, their
         counsel and each underwriter, if any, without charge, as many copies of
         each Prospectus and each amendment or supplement thereto as such
         Persons may reasonably request to facilitate the distribution of the
         Registrable Securities; and, subject to the last paragraph of this
         Section 3, the Company hereby consents to the use of such Prospectus
         and each amendment or supplement thereto by each of the Holders of
         Registrable Securities and the underwriter or underwriters or agents,
         if any, in connection with the offering and sale of the Registrable
         Securities covered by such Prospectus and any amendment or supplement
         thereto.

                  (h) Prior to any offering of Registrable Securities, to
         register or qualify, and cooperate with the Holders of such Registrable
         Securities, the managing underwriter or underwriters, if any, and their
         respective counsel in connection with the registration or qualification
         (or exemption from such registration or qualification) of, such
         Registrable Securities for offer and sale under the securities or Blue
         Sky laws of such jurisdictions within the United States as the managing
         underwriter or underwriters reasonably request in writing, or, in the
         event of a non-underwritten offering, as any Holder may request;
         provided, however, that where Registrable Securities are offered other
         than through an underwritten offering, the Company agrees to cause its
         counsel to perform Blue Sky investigations and file registrations and
         qualifications required to be filed pursuant to this Section 3(h); keep
         each such registration or qualification (or exemption therefrom)
         effective during the period the Registration Statement relating to such
         Registrable Securities is required to be kept effective pursuant to
         this Agreement and do any and all other acts or things necessary or
         advisable to enable the disposition in such jurisdictions of the
         securities covered thereby; provided, however, that the Company will
         not be required to (A) qualify generally to do business in any
         jurisdiction where it is not then so qualified, (B) take any action
         that would subject it to general service of process in any such
         jurisdiction where it is not then so subject or (C) become subject to
         taxation in any jurisdiction where it is not then so subject.

                  (i) Cooperate with the Holders of Registrable Securities and
         the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Securities to be sold, which certificates shall not bear
         any restrictive legends whatsoever and shall be in a form eligible for
         deposit with The Depository Trust Company ("DTC"); and enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriter or underwriters,


                                       11
<PAGE>   13


         if any, or Holders may reasonably request at least two business days
         prior to any sale of Registrable Securities in a firm commitment
         underwritten public offering.

                  (j) Use its best efforts to cause the Registrable Securities
         covered by a Registration Statement to be registered with or approved
         by such other governmental agencies or authorities within the United
         States as may be necessary to enable the seller or sellers thereof or
         the underwriter or underwriters, if any, to consummate the disposition
         of such Registrable Securities, except as may be required solely as a
         consequence of the nature of such selling Holder's business, in which
         case the Company will cooperate in all reasonable respects with the
         filing of the Registration Statement and the granting of such
         approvals.

                  (k) Upon the occurrence of any event contemplated by Section
         3(c)(v) or 3(c)(vi) above, as promptly as practicable prepare a
         supplement or post-effective amendment to the Registration Statement or
         a supplement to the related Prospectus or any document incorporated or
         deemed to be incorporated therein by reference, and, subject to Section
         3(a) hereof, file such with the SEC so that, as thereafter delivered to
         the purchasers of Registrable Securities being sold thereunder, such
         Prospectus 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, in light of the circumstances
         under which they were made, not misleading and will otherwise comply
         with law.

                  (l) Prior to the effective date of a Registration Statement,
         (i) provide the registrar for the Registrable Securities with
         certificates for such securities in a form eligible for deposit with
         DTC and (ii) provide a CUSIP number for such securities.

                  (m) Enter into an underwriting agreement in form, scope and
         substance as is customary in underwritten offerings and take all such
         other actions as are reasonably requested by the managing underwriter
         or underwriters in order to expedite or facilitate the registration or
         disposition of such Registrable Securities in any underwritten offering
         to be made of the Registrable Securities in accordance with this
         Agreement, and in such connection, (i) make such representations and
         warranties to, and covenants with, the underwriter or underwriters,
         with respect to the business of the Company and the subsidiaries of the
         Company, and the Registration Statement, Prospectus and documents, if
         any, incorporated or deemed to be incorporated by reference therein, 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) use reasonable efforts to obtain opinions
         of counsel to the Company and updates thereof, addressed to the
         underwriter or underwriters covering the matters customarily covered in
         opinions requested in underwritten offerings and such other matters as
         may be reasonably requested by underwriters; (iii) use reasonable
         efforts to obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         applicable, the subsidiaries of the Company) and, if necessary, any
         other independent certified public accountants of any subsidiary of the
         Company or 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 of the


                                       12
<PAGE>   14


         underwriters, 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 such other matters as reasonably
         requested by the managing underwriter or underwriters and as permitted
         by the Statement of Auditing Standards No. 72; and (iv) if an
         underwriting agreement is entered into, the same shall contain
         customary indemnification provisions and procedures no less favorable
         than those set forth in Section 5 (or such other provisions and
         procedures acceptable to Holders of a majority of Registrable
         Securities covered by such Registration Statement and the managing
         underwriter or underwriters or agents) with respect to all parties to
         be indemnified pursuant to said Section. The above shall be done at
         each closing under such underwriting agreement, or as and to the extent
         required thereunder.

                  (n) Make available for inspection by a representative of the
         Holders of Registrable Securities being sold, any underwriter
         participating in any such disposition of Registrable Securities, if
         any, and any attorney or accountant retained by such representative of
         the Holders or underwriter (collectively, the "Inspectors"), at the
         offices where normally kept, during reasonable business hours, all
         financial and other records and pertinent corporate documents of the
         Company and the subsidiaries of the Company, and cause the officers,
         directors and employees of the Company and the subsidiaries of the
         Company to supply all information in each case reasonably requested by
         any such Inspector in connection with such Registration Statement;
         provided, however, that all information shall be kept confidential by
         such Inspector, except to the extent that (i) the disclosure of such
         information is necessary to avoid or correct a misstatement or omission
         in the Registration Statement, (ii) the release of such information is
         ordered pursuant to a subpoena or other order from a court of competent
         jurisdiction, (iii) disclosure of such information is, in the opinion
         of counsel for any Inspector, necessary or advisable in connection with
         any action, claim, suit or proceeding, directly or indirectly,
         involving or potentially involving such Inspector and arising out of,
         based upon, relating to or involving this Agreement or any of the
         transactions contemplated hereby or arising hereunder, or (iv) such
         information has been made generally available to the public. Each
         Selling Holder of such Registrable Securities agrees that information
         obtained by it as a result of such inspections shall be deemed
         confidential and shall not be used by it as the basis for any market
         transactions in the securities of the Company or of any of its
         affiliates unless and until such is generally available to the public.
         Each Selling Holder of such Registrable Securities further agrees that
         it will, upon learning that disclosure of such information is sought in
         a court of competent jurisdiction, give prompt notice to the Company
         and allow the Company to undertake appropriate action to prevent
         disclosure of the information deemed confidential at the Company's sole
         expense.

                  (o) Comply with all applicable rules and regulations of the
         SEC and make generally available to its security holders earnings
         statements satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar Rule promulgated under the
         Securities Act) no later than forty-five (45) days after the end of any
         12-month period (or ninety (90) days after the end of any 12-month
         period if such period is a fiscal year) (i) commencing at the end of
         any fiscal quarter in which Registrable Securities are sold to an
         underwriter or to underwriters in a firm commitment or best efforts
         underwritten offering and (ii) if not sold to an underwriter or to


                                       13
<PAGE>   15


         underwriters in such an offering, commencing on the first day of the
         first fiscal quarter of the Company after the effective date of the
         relevant Registration Statement, which statements shall cover said
         12-month periods.

                  (p) Use its best efforts to cause all Registrable Securities
         relating to such Registration Statement to be listed on each securities
         exchange, if any, on which similar securities issued by the Company are
         then listed.

                  (q) Cooperate with the Selling Holders of Registrable
         Securities to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be sold and not
         bearing any restrictive legends and registered in such names as the
         Selling Holders may reasonably request at least two business days prior
         to the closing of any sale of Registrable Securities.

                  (r) Permit any Holder of Registrable Securities that might be
         deemed, in the sole and exclusive judgment of such Holder, to be an
         underwriter or a controlling person of the Company, to participate in
         the preparation of such registration or comparable statement and to
         require the insertion therein of material, furnished to the Company in
         writing, that in the reasonable judgment of such Holder and his, her,
         or its counsel should be included.

         Each seller of Registrable Securities as to which any registration is
being effected agrees, as a condition to the registration obligations with
respect to such Holder provided herein, to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request in writing
to comply with the Securities Act and other applicable law. The Company may
exclude from such registration the Registrable Securities of any seller who
fails to furnish such information within a reasonable time after receiving such
request. If the identity of a seller of Registrable Securities is to be
disclosed in the Registration Statement, such seller shall be permitted to
include all information regarding such seller as it shall reasonably request.

         Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(c)(ii), 3(c)(iv),
3(c)(v), or 3(c)(vi) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by the Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(k) hereof), or until it is advised
in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto, and, if so directed by the Company, such Holder will
deliver to the Company all copies, other than permanent file copies, then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the period of time for which a Registration Statement is
required hereunder to be effective shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each seller of Registrable Securities covered by
such Registration Statement shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (y)
the Advice.


                                       14
<PAGE>   16


         Section 4. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder, the partners, officers, directors and members of each Holder,
         and each Person, if any, who controls such Holder within the meaning of
         either Section 15 of the Securities Act or Section 20 of the Exchange
         Act, or is under common control with, or is controlled by, such Holder,
         from and against any and all losses, claims, damages and liabilities
         (including, without limitation, the reasonable legal fees and other
         reasonable out-of-pocket expenses actually incurred in connection with
         any suit, action or proceeding or any claim asserted), caused by,
         arising out of or based upon (i) any untrue statement or alleged untrue
         statement of a material fact contained in any Registration Statement
         (as amended or supplemented if the Company shall have furnished any
         amendments or supplements thereto) or 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 (ii) 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 any
         omission or alleged omission to state in any such Prospectus a material
         fact required to be stated or necessary to make the statements therein,
         in light of the circumstances under which they were made, not
         misleading, except to the extent (and only to the extent) that such
         losses, claims, damages or liabilities are caused by any such untrue
         statement or omission or alleged untrue statement or omission made in
         reliance upon and in conformity with information relating to any Holder
         furnished to the Company in writing by such Holder expressly for use
         therein; provided, however, that the Company will not be liable if such
         untrue statement or omission or alleged untrue statement or omission
         was contained or made in any preliminary prospectus and corrected in
         the Prospectus or any amendment or supplement thereto and the
         Prospectus does not contain any other untrue statement or omission or
         alleged untrue statement or omission of a material fact that was the
         subject matter of the related proceeding and any such loss, liability,
         claim, damage or expense suffered or incurred by the Holders resulted
         from any action, claim or suit by any Person who purchased Registrable
         Securities which are the subject thereof from such Holder and it is
         established in the related proceeding that such Holder failed to
         deliver or provide a copy of the Prospectus (as amended or
         supplemented) to such Person with or prior to the confirmation of the
         sale of such Registrable Securities sold to such Person if required by
         applicable law, unless such failure to deliver or provide a copy of the
         Prospectus (as amended or supplemented) was a result of noncompliance
         by the Company with Section 3 of this Agreement.

                  (b) Each Holder agrees, severally and not jointly, to
         indemnify and hold harmless the Company, its directors, its officers
         who sign any Registration Statement, and each Person, if any, who
         controls the Company within the meaning of either Section 15 of the
         Securities Act or Section 20 of the Exchange Act to the same extent as
         the foregoing indemnity from the Company to such Holder, but only to
         the extent such losses, claims, damages or liabilities are caused by
         information relating to such Holder furnished to the Company in writing
         by such Holder expressly for use in any Registration Statement or any
         Prospectus (or any amendment or supplement thereto) or any preliminary
         prospectus. The liability of any Holder under this paragraph shall in
         no event


                                       15
<PAGE>   17


         exceed the proceeds received by such Holder from sales of Registrable
         Securities giving rise to such obligations.

                  (c) In case any suit, action, proceeding (including any
         governmental or regulatory investigation), claim or demand shall be
         instituted involving any Person in respect of which indemnity may be
         sought pursuant to either paragraph (a) or (b) above, such Person (the
         "indemnified party") shall promptly notify the Person against which
         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 reasonably designate in such proceeding and shall pay the
         reasonable fees and expenses actually incurred of such counsel relating
         to such proceeding; provided, however, that the failure to so notify
         the indemnifying party shall not relieve it of any obligation or
         liability which it may have hereunder or otherwise (unless and only to
         the extent that such failure directly results in the loss or compromise
         of any material rights or defenses by such indemnifying party and such
         indemnifying party was not otherwise aware of such action or claim). 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 in writing
         to the contrary, (ii) the indemnifying party shall have failed to
         retain within a reasonable period of time counsel reasonably
         satisfactory to such indemnified party or parties or (iii) the named
         parties to any such proceeding (including any impleaded parties)
         include both such indemnified party or parties and the indemnifying
         parties or an affiliate of the indemnifying parties or such indemnified
         parties 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, unless there exists a conflict among
         indemnified parties, the indemnifying parties 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 promptly after
         receipt of the invoice therefore as they are incurred. Any such
         separate firm for the Holders, the partners, officers, directors and
         members of the Holders, and such control Persons of the Holders shall
         be designated in writing by Holders who sold a majority in interest of
         Registrable Securities sold by all such Holders and any such separate
         firm for the Company, its directors, its officers and such control
         Persons of the Company shall be designated in writing by the Company.
         The indemnifying party shall not be liable for any settlement of any
         proceeding effected without its prior written consent, but if settled
         with such consent or if there is a final non-appealable judgment for
         the plaintiff for which the indemnified party is entitled to
         indemnification pursuant to this Agreement, the indemnifying party
         agrees to indemnify any 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
         reasonable fees and expenses actually incurred by counsel as
         contemplated by the third sentence of this paragraph, the indemnifying
         party agrees that it shall be liable for any settlement of any
         proceeding effected without its prior written consent if (i) such
         settlement is entered into more than 30 days after receipt by such
         indemnifying party of


                                       16
<PAGE>   18


         the aforesaid request and (ii) such indemnifying party shall not have
         reimbursed the indemnified party in accordance with such request prior
         to the date of such settlement; provided, however, that the
         indemnifying party shall not be liable for any settlement effected
         without its consent pursuant to this sentence if the indemnifying party
         is contesting, in good faith, the request for reimbursement. 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 any indemnified party is or could have
         been a party and indemnity could have been sought hereunder by such
         indemnified party, unless such settlement (1) includes an unconditional
         release of such indemnified party in form and substance satisfactory to
         such indemnified party from all liability on claims that are the
         subject matter of such proceeding and (2) does not include any
         statement as to an admission of fault, culpability or failure to act by
         or on behalf of any indemnified party.

                  (d) If the indemnification provided for in paragraph (a) or
         (b) of this Section 4 is unavailable (other than by reason of the
         exceptions specifically provided therein) to, or insufficient to hold
         harmless, an indemnified party in respect of any losses, claims,
         damages or liabilities referred to therein, then each indemnifying
         party under such paragraphs, in lieu of indemnifying such indemnified
         party thereunder and in order to provide for just and equitable
         contribution, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages or
         liabilities in such proportion as is appropriate to reflect (i) the
         relative benefits received by the Company on the one hand and the
         Holders on the other hand from the offering of such Registrable
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, not only such relative benefits but
         also the relative fault of the Company on the one hand and the Holders
         on the other in connection with the statements or omissions (or alleged
         statements or omissions) that 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 the Company on
         the one hand and the Holders on the other hand 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, and any other equitable considerations appropriate in the
         circumstances.

                  (e) The parties agree that it would not be just and equitable
         if contribution pursuant to this Section 4 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 the immediately
         preceding paragraph. The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages and liabilities referred to
         in the immediately preceding paragraph shall be deemed to include,
         subject to the limitations set forth above, any reasonable legal or
         other expenses actually incurred by such indemnified party in
         connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 4, in no event shall a
         Holder be required to contribute any amount in excess of the amount by
         which proceeds received by such Holder from sales of Registrable
         Securities exceeds the amount of any damages that such Holder has
         otherwise


                                       17
<PAGE>   19


         been required to pay or has paid 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.

                  (f) The indemnity and contribution agreements contained in
         this Section 4 will be in addition to any which the indemnifying
         parties may otherwise have to the indemnified parties referred to
         above.

                  (g) The obligations of the Company and Holders under this
         Section 4 shall survive the completion of any offering of Registrable
         Securities in a Registration Statement and shall survive the
         termination of this Agreement.

         Section 5. Miscellaneous.

                  (a) No Inconsistent Agreements. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into, or
cause or permit any of its subsidiaries to enter into, any agreement which
grants registration rights more favorable than the rights contained herein or
that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.

                  (b) Adjustments Affecting Registrable Securities. The Company
shall not, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of the
Holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
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 prior written consent of Holders of not less than a majority of the
outstanding Registrable Securities; provide however, that Section 4 hereof and
this Section 5(c) may not be amended, modified or supplemented without the prior
written consent of each Holder (including any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by the Holders of not less than a majority of the
Registrable Securities proposed to be sold by such Holders pursuant to such
Registration Statement. In addition, each such amendment, modification,
supplement and waiver must be agreed to in writing by the Company.

                  (d) 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 of such Holder as set
forth in the register for the Common Stock, which address initially is, with
respect to the Initial Purchasers, the address set forth in the Purchase
Agreement and (ii) if to the Company, initially at the Company's address set
forth in the Purchase Agreement and thereafter


                                       18
<PAGE>   20


at such other address, notice of which is given in accordance with the
provisions of this Section 5(d).

         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.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Company and the
Holders.

                  (f) 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.

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

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Third Party Beneficiary. The Holders are intended third
party beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.

                  (k) Entire Agreement. This Agreement, together with the
Purchase Agreement, is intended by the parties as a final expression of their
agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. This Agreement and the Purchase Agreement
supersede all prior agreements and understandings between the parties with
respect to such subject matter.

                  (l) Securities Held by the Company or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder,


                                       19
<PAGE>   21


Registrable Securities held by the Company or by any of its affiliates (as such
term is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


                                       20
<PAGE>   22


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

                                         TRIBO PETROLEUM CORPORATION


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                         JEFFERIES & COMPANY, INC.


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       21