EXHIBIT 10.12




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SERIES D REGISTRATION RIGHTS AGREEMENT
Dated as of September 1996
by and among
CINEMARK MEXICO (USA), INC.
and
HOLDERS OF THE SERIES D NOTES LISTED ON THE SIGNATURE
PAGES HEREOF








3149454.05

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         3149454.05

                     SERIES D REGISTRATION RIGHTS AGREEMENT

                  THIS SERIES D REGISTRATION  RIGHTS AGREEMENT (the "Agreement")
         is made and entered into as of September , 1996, by and among  Cinemark
         Mexico  (USA),  Inc.,  a Texas  corporation  (the  "Company"),  and the
         holders of Series D Notes (as defined  herein)  listed on the signature
         pages hereof.

                 This  Agreement  is made  pursuant to the Offer to Exchange and
         Consent  Solicitation  (the  "Exchange")  by the  Company,  whereby the
         Company  has  offered  to  exchange  (i) with  respect  to each  $1,000
         principal amount of its 12% Series A Senior Subordinated Notes due 2003
         outstanding  in the  aggregate  principal  amount of  $400,000,  $1,000
         principal amount of its 12% Series A Senior  Subordinated PIK Notes due
         2003  proposed to be  outstanding  in an aggregate  original  principal
         amount of $400,000,  (ii) with respect to each $1,000  principal amount
         of its 12% Series B Senior  Subordinated  Notes due 2003 outstanding in
         the  aggregate   principal  amount  of  $20,000,000,   $1,000  original
         principal amount of its 12% Series B Senior  Subordinated PIK Notes due
         2003  proposed to be  outstanding  in an aggregate  original  principal
         amount of  $20,000,000,  (iii) with  respect to each  $1,000  principal
         amount  of  its  12%  Series  C  Senior  Subordinated  Notes  due  2003
         outstanding in the aggregate  principal  amount of  $2,000,000,  $1,000
         principal amount of its 12% Series C Senior  Subordinated PIK Notes due
         2003  proposed to be  outstanding  in an aggregate  original  principal
         amount  of  $2,000,000  and  (iv)  with  respect  to  each  issued  and
         outstanding  warrant to purchase  one share of the common  stock of the
         Company (the "Existing Warrants"),  $3.757 original principal amount of
         its 12% Series D Senior  Subordinated PIK Notes due 2003 proposed to be
         outstanding in an aggregate original principal amount of $1,424,177. In
         order to induce the holders of the Existing  Warrants to exchange  such
         Warrants  for Series D Notes,  the Company  has agreed to provide  such
         holders  with the  registration  and  other  rights  set  forth in this
         Agreement.  The  execution  of this  Agreement  is a  condition  to the
         closing under the Exchange.

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


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         1.       Definitions.

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

         "Affiliate" shall have the meaning specified in the Indenture.
         "Closing Date" shall have the meaning specified in the Exchange.
                  "Company" shall have the meaning  specified in the preamble to
         this Agreement and shall include the Company's successors.

         "Default  Demand  Notice"  shall have the meaning  specified in Section
         2(b) hereof.

                           "Demand  Notice" shall have the meaning  specified in
         Section  2(a)  hereof.   "Demand  Registration"  means  a  registration
         pursuant to Section 2 of this Agreement.
                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
         amended  from  time to  time.  ,,  Exchange"  shall  have  the  meaning
         specified in the preamble to this Agreement.


                  "Fifth  Anniversary  Date"  shall  mean the date which is five
         years after the Closing Date.

           Holder"  shall mean any Person  that owns any Series D Notes and such
         of its

           respective successors,  assigns and transferees that acquire Series D
           Notes directly or indirectly, from such Person in accordance with the
           terms of the Exchange; and any holder of Series D Notes.

                    "Incidental  Registration"  shall have the meaning specified
           in Section 3(a) of this Agreement.

                    "Incidental  Registration  Statement" shall have the meaning
           specified in Section 3(a) of this Agreement.

                           "Indenture"  means the Indenture dated as of July 30,
         1993, among the Company,


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           Cinemark de Mexico,  S.A. de C.V. and the United States Trust Company
           of New York, as Trustee, as amended, supplemented and modified to the
           date hereof.

                    "Majority Holders" means the Holders of more than 50% of the
           aggregate principal amount of Series D Notes outstanding.

         "NASD" means the National Association of Securities Dealers, Inc.

                  "Person" means any individual, corporation, limited or general
         partnership,  joint venture, association,  joint stock company, limited
         liability  company,  trust,  or  unincorporated   organization,   or  a
         government or agency or political subdivision thereof.

                  "Prospectus"   shall  mean  the   prospectus   included  in  a
         Registration Statement, including any Prospectus subject to completion,
         and any such  Prospectus as amended or  supplemented  by any prospectus
         supplement  with respect to the terms of the offering of any portion of
         the Series D Notes,  and,  in each case,  by all other  amendments  and
         supplements

         3 148454.05                                       2

         to  such  Prospectus,   including  post-effective  amendments  and  all
         materials incorporated by reference therein.

                  "Public  Offering"  means a public  offering of 25% or more of
         any series of debt securities of the Company.

                  "Registration Expenses" means any and all expenses incident to
         performance of or compliance  with this  Agreement,  including  without
         limitation: (i) all SEC, stock exchange or NASD registration and filing
         fees, including, if applicable, the fees and expenses of any "qualified
         independent  underwriter"  (and its  counsel)  that is  required  to be
         retained in accordance with the rules and regulations of the NASD, (ii)
         all fees and expenses incurred in connection with compliance with state
         securities or blue sky laws and  compliance  with the rules of the NASD
         (including  reasonable fees and  disbursements of counsel in connection
         with the NASD and Blue Sky  qualification of the Series D Notes and the
         preparation  of a Blue  Sky  memorandum),  (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 under-writing  agreements,
         transmittal  letters,  securities  sales agreements and other documents
         relating to the  perfon-nance  of and compliance  with this  Agreement,
         (iv) all


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         fees and expenses  incurred in connection with the listing,  if any, of
         the Series D Notes on any securities  exchange or exchanges pursuant to
         Section 6(n)  hereof,  (v) all rating  agency  fees,  (vi) the fees and
         disbursements of counsel for the Company and of the independent  public
         accountants of the Company and each of their  respective  Subsidiaries,
         including the expenses of any special audits or "cold comfort"  letters
         required by or incident to such  performance and compliance,  (vii) the
         reasonable fees and  disbursements of one special counsel  representing
         the Holders (the "special  counsel")  that is reasonably  acceptable to
         the  Company,  (viii) the fees and  expenses  of the  Trustee,  and any
         escrow agent or custodian,  and (ix) any fees and  disbursements of the
         Underwriters  customarily  required to be paid by issuers or sellers of
         securities and the reasonable  fees and expenses of any special experts
         retained by the Company in connection with any Registration  Statement,
         but  excluding  underwriting  discounts  and  commissions  and transfer
         taxes, if any, relating to the sale or disposition of Series D Notes by
         a Holder. In connection with any Registration Statement hereunder,  the
         Company shall reimburse the Holders of the securities  being registered
         for the reasonable fees and  disbursements of not more than one special
         counsel chosen by the Majority Holders.

                  "Registration  Statement" means any registration  statement of
         the Company on an appropriate form pursuant to the Securities Act which
         covers the Series D Notes,  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" means the Securities and Exchange Conu-nission.

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

         3149454.05                                    3

                  "Series  D  Notes"   shall   mean  the  12%  Series  D  Senior
         Subordinated PIK Notes due 2003 issued by the Company.

                  "Transfer Restricted Securities" means the Series D Notes upon
         original issuance thereof, and at all times subsequent thereto,  until,
         in the case of any such Series D Notes,  the  occurrence  of any of the
         following  events:  (i) a  Registration  Statement with respect to such
         Series D Notes shall have been declared  effective under the Securities
         Act and such Series D Notes  shall have been  disposed of by the Holder
         thereof  pursuant to such  Registration  Statement;  (ii) such Series D
         Notes  are  distributed  to the  public  pursuant  to Rule  144 (or any
         successor provisions) promulgated under the Securities Act; (iii) such


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         Series  D  Notes  shall  have  been  otherwise   transferred   and  new
         certificates for them not bearing a legend restricting further transfer
         shall have been  delivered by the Company;  or (iv) such Series D Notes
         shall have ceased to be outstanding.

         "Under-writer" shall have the meaning specified in Section 7(a) of this
         Agreement.

                  "Underwritten  Offering"  means  a sale of  securities  of the
         Company to an Underwriter or Underwriters for reoffering to the public.


         2.       Demand Reizistration.

                  (a)
                  Upon  the  written  request  of  the  Holders  of  25%  of the
         aggregate  principal  amount of Series D Notes  then  outstanding  (the
         "Demand Notice"), the Company shall file a Registration Statement under
         the  Securities  Act for a public  offering  of the  number of Series D
         Notes specified in such Demand Notice and shall use its reasonable best
         efforts to cause such registration to be declared  effective within 120
         days of the  Company's  receipt  of the  Demand  Notice.  From the date
         hereof to the Fifth Anniversary Date, the Holders of the Series D Notes
         shall have the right to cause one Registration Statement to be filed by
         the Company under this Section 2(a).

                  (b)  Upon  the  written  request  the  Holders  of  50% of the
                  aggregate  principal amount of Series D Notes then outstanding
                  (the  "Default  Demand  Notice")  the  Company  shall  file  a
                  Registration  Statement  under the Securities Act for a public
                  distribution   of  the  Series  D  Notes  and  shall  use  its
                  reasonable  best  efforts  to cause  such  registration  to be
                  declared effective within 120 days from the date of:

                           (i) an Event of Default under Sections 5.1(1), 5.1(2)
                           or 5.1(3) of the Indenture; or

                           (ii) a Senior  Payment  Default as defined in Section
                           12.3 of the Indenture.

                                  The  Company  may  suspend its efforts to have
                         such registration  statement  declared effective if any
                         such Event of Default or Senior  Payment  Default shall
                         have been cured.

                         3149454.05                                     4


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                           (c)   Expenses.   The  Company   agrees  to  pay  all
                           Registration   Expenses   in   connection   with  the
                           registration of the Series D Notes.


         3.       Incidental Reizistration.

                           (a) At any time after the date of  original  issuance
                           of the Series D Notes,  if the  Company  proposes  to
                           register  any  of  its  debt  securities   under  the
                           Securities Act (other than pursuant to a registration
                           statement on Form S-4 or S-8 or any  successor  forms
                           or pursuant to an exchange offer),  on any forms, the
                           Company  will give  written  notice to each Holder at
                           least 30 days  prior to the  initial  filing  of such
                           registration  statement with the SEC of its intent to
                           file such  registration  statement.  Upon the written
                           request of any Holder  made  within 15 days after any
                           such notice is given (which request shall specify the
                           Series D Notes  intended  to be  disposed  of by such
                           Holder  and  the  intended   method  of  distribution
                           thereof),  the Company  will use its best  efforts to
                           effect    the     registration     (an    "Incidental
                           Registration") under the Securities Act of all Series
                           D Notes which the Company  has been so  requested  to
                           register by the Holders thereof;  provided,  however,
                           that if, at any time after giving  written  notice of
                           its intention to register any securities and prior to
                           the  effective  date  of the  Registration  Statement
                           filed in connection with such Incidental Registration
                           (each an "Incidental  Registration  Statement"),  the
                           Company  shall   determine  for  any  reason  not  to
                           register or to delay registration of such securities,
                           the Company may, at its election, give written notice
                           of such determination to each Holder and,  thereupon,
                           (A) in the case of a  determination  not to register,
                           the Company  shall be relieved of its  obligation  to
                           register  any Series D Notes under this  Section 3(a)
                           in connection  with such  registration  (but not from
                           its  obligation  to  pay  the  Registration  Expenses
                           incurred  in  connection  therewith),  and (B) in the
                           case of a  determination  to delay  registering,  the
                           Company shall be permitted to delay  registering  any
                           Series D Notes  under this  Section  3(a)  during the
                           period that the registration of such other securities
                           is delayed. Subject to Section 60) of this Agreement,
                           the Company  further agrees to supplement or amend an
                           Incidental  Registration  Statement  if  required  by
                           applicable  laws,  rules  or  regulations  or by  the
                           instructions applicable to the registration form used
                           by  the  Company  for  such  Incidental  Registration
                           Statement. Each Holder shall be permitted to withdraw
                           all or any part of such Holder's  Series D Notes from
                           an Incidental  Registration  at any time prior to the
                           effective   date  of  the   Incidental   Registration
                           Statement by notifying the Company of such withdrawal
                           not  later  than  two  business  days  prior  to such
                           effective  date.  Any  holder  of  Series D Notes who
                           withdraws  any  such  securities  from an  Incidental
                           Registration shall pay to the Company any incremental
                           expenses of such


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         registration specifically attributable to such holder.

                  (i)  Exl)enses.  The  Company  agrees to pay all  Registration
         Expenses  including the fees and expenses of one special counsel of the
         Holders  of such  Series  D  Notes  incurred  in  connection  with  one
         registration  of Series D Notes  pursuant  to this  Section  3(a).  The
         Registration  Expenses  incurred  in  connection  with each  subsequent
         Incidental  Registration  requested  under this  Section  3(a) shall be
         allocated  pro rata among all Persons,  including  the Company,  on the
         basis of the respective dollar

         3148454.05                                      5

           amounts of the  securities  then being  registered  on behalf of each
           such Person. In connection with any Incidental  Registration pursuant
           to  this  section  3(a),  each  Holder  shall  pay  all  underwriting
           discounts and commissions and transfer taxes, if any, relating to the
           sale or disposition of such Holder's  Series D Notes pursuant to such
           Incidental Registration.

                    (ii)   Priority   in   Incidental   Reizistrations.   If   a
           registration  pursuant to this Section 3(a) involves an  Underwritten
           Offering of the  securities so being  registered,  whether or not for
           sale for the  account  of the  Company,  which  securities  are to be
           distributed  on a firm  commitment  basis by or  through  one or more
           underwriters of recognized  standing  pursuant to underwriting  terms
           appropriate   for  such   transaction,   and  the  sole  or  managing
           Underwriter,  as the case may be, of such Underwritten Offering shall
           advise the Company, in writing (with a copy to each Holder requesting
           such  registration)  @@hat, in its opinion,  the amount of securities
           requested  to be  included  in such  registration  exceeds the amount
           which can be sold in (or  during the time of) such  offering  without
           adversely affecting the distribution of the securities being offered,
           then the amount of Series D Notes to be offered  for the  accounts of
           the Holders thereof shall be reduced pro rata based upon the relative
           aggregate  amount of gross proceeds to be received by such Holders in
           the  offering to the extent  necessary  to reduce the total amount of
           securities  to be included in such  offering to the amount  which the
           Company  is so  advised  can be sold in (or  during the time of) such
           offering.

                   (b)
                  Obligations  of the Com@@n . Th ' e obligations of the Company
           under this Section 3 shall be cumulative  and shall be in addition to
           the obligations of the Company under Section 2.

         4.       General Matters.

                  (a)
                  Effective  Registration  Statement.  A Registration  Statement
         filed in accordance  with the  provisions of this Agreement will not be
         deemed to have become effective  unless it has been declared  effective
         by the SEC;  provided,  however,  that if, after any such  Registration
         Statement  has been  declared  effective,  the offering of any Series D
         Notes pursuant to such Registration


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         Statement is  interfered  with by any stop order,  injunction  or other
         order or  requirement  of the SEC or any other  governmental  agency or
         authority or court, such  Registration  Statement will be deemed not to
         have become effective;  provided,  further, if a Registration Statement
         is  declared  effective  by the SEC within 30 days of such stop  order,
         injunction  or  other  order  or   requirement  of  the  SEC  or  other
         governmental agency or authority or court, such  Registration-Statement
         will be deemed to have  become  effective  on the date it was  declared
         effective  prior to such  stop  order,  injunction  or  other  order or
         requirement.

                  (b)
                  Selection of Underwriters. If at any time or from time to time
         after the  occurrence of a Public  Offering,  Holders of Series D Notes
         desire to sell Series D Notes in an underwritten  public offering,  the
         managing Under-writer shall be selected by the Majority

         3148454.05                               6

         Holders;   provided   that  such   Underwriter   shall  be   reasonably
satisfactory to the Company.

         5.       Hold-Back Apreements.

                  (a)
                  Restrictions  on Public  Sale by Holders.  Each  Holder  whose
         Series D Notes are covered by a Registration  Statement  filed pursuant
         to Section 2 or Section 3 hereof  agrees not to effect any public  sale
         or distribution of any securities of the Company of the same or similar
         class  or  classes  as the  securities  included  in  the  Registration
         Statement  or  any  securities  convertible  into  or  exchangeable  or
         exercisable for such securities,  including a sale pursuant to Rule 144
         or Rule 144A under the Securities  Act,  during the 15-day period prior
         to, and during the 90-day period  beginning  on, the effective  date of
         such  Registration  Statement  (except  pursuant  to such  Registration
         Statement) if and to the extent  requested in writing (with  reasonable
         prior notice) by the Company,  in the case of a public offering that is
         not an Underwritten  Offering,  or by the sole or managing Underwriter,
         in the case of an Underwritten Offering.

         (b)    Restrictions on Public Sale by the Company.

                 The   Company   agrees  not  to  effect  any  public   sale  or
         distribution of any securities  which are the same as or  substantially
         similar  to  those  Series  D  Notes  being  registered  pursuant  to a
         Registration  Statement  filed  pursuant  to  Sections  2 or 3  hereof,
         including a sale pursuant to Regulation D under the Securities  Act, or
         any securities convertible into or exchangeable or exercisable for such
         securities.during  the  15-day  period  prior to, and during the 90-day
         period beginning on, the effective date of such Registration  Statement
         (except pursuant to such  Registration  Statement or on Form S-4 or any
         successor to such


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         form).

         6.       Registration Procedures.

         Whenever any Series D Notes are to be registered pursuant to Sections 2
         or 3 of this  Agreement,  the  Company  shall use its best  efforts  to
         effect or cause to be effected such registration in a manner which will
         permit  the  sale of such  Series  D Notes by the  Holders  thereof  in
         accordance with their intended method or methods of  distribution,  and
         the  Company  shall (to the extent  applicable),  as  expeditiously  as
         possible:

                  (a)
                  prepare  and file a  Registration  Statement  with the SEC and
         cause each such Registration  Statement to become and remain effective,
         within the applicable time periods specified herein, which Registration
         Statement (x) shall be on an  appropriate  registration  form under the
         Securities  Act,  selected  by the  Company  and  shall  be  reasonably
         acceptable  to the  special  counsel  for the  Holders,  (y)  shall  be
         available  for the sale of the  Series D Notes in  accordance  with the
         intended  method or  methods of  distribution  by the  selling  Holders
         thereof,  and (z) shall comply as to form in all material respects with
         the  requirements  of the applicable  form under the Securities Act and
         include  all  financial  statements  required  by the  SEC to be  filed
         therewith;


         3148454.05                                    7

           (b)
           subject to Section  60)  hereof,  prepare  and file with the SEC such
  amendments and post-effective  amendments to each such Registration  Statement
  as may be  necessary to keep such  Registration  Statement  effective  for the
  applicable  time  period  hereunder;  cause  each  related  Prospectus  to  be
  supplemented by any required prospectus supplement,  and as so supplemented to
  be filed  pursuant to Rule 424 (or any similar  provision then in force) under
  the Securities  Act; and comply with the provisions of the Securities Act, the
  Exchange Act and the rules and regulations promulgated thereunder with respect
  to the disposition of all securities  covered by each  Registration  Statement
  during the applicable period in accordance with the intended method or methods
  of distribution by the selling holders thereof;

           (c)
           furnish to each Holder and to each  Under-writer  of an  Underwritten
  offering of Series D Notes,  if any,  without  charge,  as many copies of each
  Prospectus, including each Prospectus subject to completion, and any amendment
  or supplement thereto and such other documents as


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  such Holder or Underwriter may reasonably  request, in order to facilitate the
  public sale or other  disposition of the Series D Notes;  the Company consents
  to the use of the Prospectus, including each Prospectus subject to completion,
  by each Holder and each  Underwriter of an  Underwritten  Offering of Series D
  Notes,  if any, in connection with the offering and sale of the Series D Notes
  covered by such Prospectus or Prospectus subject to completion;

           (d)
           on or  prior  to the date on which  such  Registration  Statement  is
  declared  effective,  use its best efforts and  cooperate  with each Holder of
  Series D Notes covered by such Registration  Statement,  each  Underwriter,.if
  any,  and their  respective  counsel to register or qualify the Series D Notes
  under all applicable state securities or "blue sky" laws of such jurisdictions
  as each such Underwriter,  if any, or any such Holder shall reasonably request
  in writing, keep each such registration or qualification  effective during the
  period such Registration Statement is required to be kept effective and do any
  and all other acts and things which may be  reasonably  necessary or advisable
  to enable  such  Underwriter,  if any,  and such  Holders  to  consummate  the
  disposition  in each  such  jurisdiction  of  Series D Notes  covered  by such
  Registration Statement;

           (e)
           notify  each  Holder of Series D Notes  covered by such  Registration
  Statement,  each Underwriter,  if any, and their respective counsel,  promptly
  and confirm such notice in writing (i) when such  Registration  Statement  has
  become  effective  and  when any  post-effective  amendments  and  supplements
  thereto  become  effective or any supplement to the Prospectus or amendment to
  the Prospectus  shall have been filed,  (ii) of the issuance by the SEC or any
  state securities  authority of any stop order suspending the  effectiveness of
  such  Registration  Statement  or  preventing  or  prohibiting  the use of any
  Prospectus  (including any Prospectus subject to completion) or the initiation
  of any  proceedings  for any such  purpose,  (iii) of the receipt of conunents
  from the SEC with respect to such Registration Statement, (iv) if, between the
  effective date of such  Registration  Statement and the closing of any sale of
  securities covered thereby,  the representations and warranties of the Company
  contained in the  underwriting  agreement or other  agreement  contemplated by
  Section 6(k)  hereof,  if any,  relating to the offering  cease to be true and
  correct in all material respects,

  314M54.05                                       8

  (v)
  if the Company receives any notification with respect to the suspension of the
  qualification  of the  Series  D Notes  for  sale in any  jurisdiction  or the
  initiation of any  proceeding  for such purpose,  and (vi) of the happening of
  any event  during the period such  Registration  Statement  is  effective as a
  result of which such Registration Statement or the related Prospectus contains


<PAGE>



  any untrue  statement of a material  fact or omits to state any material  fact
  required to be stated therein or necessary to make the statements  therein not
  misleading or, in the Company's  reasonable  determination,  a  post-effective
  amendment to such Registration Statement would be appropriate;

           (f)
         furnish  counsel  for the  Holders  of Series D Notes  covered  by such
  Registration  Statement  and each  Underwriter,  if any,  with  copies  of any
  request  by the  SEC or  any  state  securities  authority  for  amendments,or
  supplements to such Registration Statement or any Prospectus or for additional
  information;

           (g)
         make every  reasonable  effort to  prevent  the  issuance  of any order
  suspending  the  effectiveness  of a  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 Series D Notes
  for sale in any  jurisdiction,  and,  if any such order is  issued,  to obtain
  promptly the withdrawal of any such order;

           (h)
         upon request, furnish to the Underwriter or managing Underwriter of any
  Underwritten Offering of Series D Notes, if any, without charge, with at least
  one  signed  copy  of  each  Registration  Statement  and  any  post-effective
  amendment thereto, including financial statements and schedules, all documents
  incorporated  therein  by  reference  and all  exhibits;  and  furnish to each
  Holder,  without  charge,  at least one conforined  copy of each  Registration
  Statement  and  any  post-effective  amendment  thereto,  including  financial
  statements and schedules, (but not including documents incorporated therein by
  reference or exhibits thereto, unless requested);

           (i)
         cooperate  with the  selling  Holders and the  Underwriter  or managing
  Underwriter  of an  Underwritten  Offering  of  Series  D  Notes,  if any,  to
  facilitate the timely  preparation and delivery of  certificates  (not bearing
  any  restrictive  legends)  representing  Series D Notes to be sold; and issue
  such Series D Notes to be sold in such  denominations  and  registered in such
  names as the selling Holders or the Underwriter or managing  Underwriter of an
  underwritten  offering of Series D Notes,  if any, may  reasonably  request at
  least three business days prior to any sale of Series D Notes;

         (0) upon the occurrence of any event  contemplated by Section  6(e)(vi)
hereof, use its best


<PAGE>



  efforts to prepare a supplement or post-effective  amendment to a Registration
  Statement or the 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 Series D Notes, such Registration  Statement will not
  contain any untrue  statement  of a material  fact or omit to state a material
  fact  required  to be  stated  therein  or  necessary  to make the  statements
  therein,  not  misleading  and in the  Company's  reasonable  determination  a
  post-effective

  3148454.05                                         9

  amendment to such Registration Statement is no longer appropriate;

          (k)
        enter into customary agreements (including underwriting  agreements) and
  take all other  customary  and  appropriate  actions in order to  expedite  or
  facilitate  the  disposition  of such  Series D Notes  and in such  connection
  whether or not an  underwriting  agreement  is entered into and whether or not
  the registration is an Underwritten offering:

                  (i)  to  the   extent   the   Company   is  able,   make  such
         representations and warranties to the Holders and the Underwriters,  if
         any, in form, substance and scope as are customarily made by issuers to
         underwriters in similar primary underwritten offerings;

                  (ii)  obtain  opinions  of counsel to the  Company and updates
         thereof,  (which  counsel and opinions (in fon-n,  scope and substance)
         shall be reasonably satisfactory to the managing Underwriters,  if any,
         and the  special  counsel  for the  Holders of the Series D Notes being
         sold)  addressed to each selling Holder and the  Underwriters,  if any,
         covering  the  matters  customarily  covered in opinions  requested  in
         similar sales of securities  or  underwritten  offerings and such other
         matters  as  may  be   reasonably   requested   by  such   Holders  and
         Underwriters;

                  (iii) obtain "cold comfort"  letters and updates  thereof from
         the independent certified public accountants of the Company and each of
         its Subsidiaries addressed to the selling Holders of Series D Notes and
         the  Underwriters,  if any,  such letters to be in  customary  form and
         covering  matters of the type  customarily  covered  in "cold  comfort"
         letters  to  underwriters  in  connection  with  primary   underwritten
         offerings;

                  (iv) enter into a securities  sales agreement with the Holders
         relating to such  registration  and providing  for, among other things,
         the appointment of the Underwriter as agent for the selling Holders for
         the purpose of soliciting purchases of Series D Notes,


<PAGE>



         which  agreement  shall be customary in form,  substance  and scope and
         shall contain customary representations, warranties and covenants;

                  (v) if an  under-writing  agreement is entered into, cause the
         same  to  set   forth   indemnification   provisions   and   procedures
         substantially   equivalent  to  the   indemnification   provisions  and
         procedures set forth in Section 7 hereof with respect to all parties to
         be indemnified pursuant to said Section; and

                  (vi) deliver such other  documents and  certificates as may be
         reasonably   requested  by  the  Majority   Holders  and  the  managing
         Under-writers, if any.

         The above shall be done at (i) the  effectiveness of such  Registration
         Statement  (and each  post-effective  amendment  thereto) and (ii) each
         closing  under any  underwriting  or  similar  agreement  as and to the
         extent required thereunder;



         3149454.05                                     1 0

                 (1)
                  make  available  for  inspection  by  representatives  of  the
         Holders of the Series D Notes and any Underwriters participating in any
         disposition  pursuant  to a  Registration  Statement,  and any  special
         counsel or accountant retained by such Holders or Underwriters,  at the
         off-ices where normally kept during normal business hours all financial
         and other records,  pertinent corporate 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,   special   counsel  or   accountant  in
         connection with a Registration Statement;  provided, however, that such
         records, documents or information which the Company determines, in good
         faith,   to  be   confidential   and  notifies  such   representatives,
         Underwriters,   special   counsel  or   accountants   in  writing   are
         confidential   shall   not  be   disclosed   by  the   representatives,
         Underwriters,  special counsel or accountants unless (i) the disclosure
         of such  records,  documents  or  information  is necessary to avoid or
         correct a misstatement  or omission in a Registration  Statement,  (ii)
         the  release  of such  records,  documents  or  information  is ordered
         pursuant  to a  subpoena  or  other  order  from a court  of  competent
         jurisdiction, or (iii) such records, documents or information have been
         generally  made  available  to the public,  other than as a result of a
         disclosure or failure to safeguard by such person;

         (m)

                  (i) 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,  provide  copies  of  such
         document  to the  Holders,  to the  special  counsel  on  behalf of the
         Holders  and to the  Underwriter  or  Underwriters  of an  Underwritten
         offering of Series D


<PAGE>



         Notes,  if any,  make such  changes in any such  document  prior to the
         filing thereof as the special counsel to the Holders or the Underwriter
         or Underwriters,  may reasonably request and not file any such document
         in a form to which the Holders,  or any  Underwriter  shall  reasonably
         object,  and make such of the  representatives of the Company available
         for discussion of such document as shall be reasonably requested by the
         Holders, or any Underwriter;

                  (ii) a  reasonable  time prior to the  filing of any  document
         which is to be incorporated by reference into a Registration  Statement
         or a Prospectus, provide copies of such document to special counsel for
         the Holders, and make such changes in such document prior to the filing
         thereof as such counsel or counsel for any Underwriter shall reasonably
         request;  and make such of the  representatives of the Company as shall
         be  reasonably   requested  by  such  special  counsel   available  for
         discussion of such document;

                  (n)
                  use its best  efforts to cause all Series D Notes to be listed
         on any securities  exchange on which similar debt securities  issued by
         the Company are then listed if requested by the Majority Holders, or if
         requested  by  the  Underwriter  or  Underwriters  of  an  Underwritten
         Offering of Series D Notes, if any;



         3149454.05                                     1 1

                  (o) provide a CUSIP  number for all Series D Notes,  not later
         than the effective date of a Registration Statement;

                  (p) use its best efforts to comply with all  applicable  rules
         and regulations of the SEC and make available to its security  holders,
         as soon as reasonably  practicable  an earnings  statement  covering at
         least 12 months which shall satisfy the provisions of Section II (a) of
         the Securities Act and Rule 158 thereunder; and

                  (q)  cooperate  and assist in any filings  required to be made
         with the NASD and in the performance of any due diligence investigation
         by any Underwriter (including any "qualified  independent  Underwriter"
         that is  required  to be  retained  in  accordance  with the  rules and
         regulations of the NASD).

                  Each  selling  Holder  of  Series  D  Notes  as to  which  any
         registration is being effected  pursuant to this Agreement agrees, as a
         condition  to the  registration  obligations  of the  Company  provided
         herein, to furnish to the Company such information regarding


<PAGE>



         the proposed  distribution  by such Holder as the Company may from time
         to time  reasonably  request in writing  and shall  provide a customary
         power  of  attorney   and  custody   agreement   with  respect  to  any
         underwritten agreement.

                  Each Holder  agrees that,  upon receipt of any notice from the
         Company of the happening of any event of the kind  described in Section
         6(e)(vi) hereof, such Holder will forthwith discontinue  disposition of
         Series D Notes pursuant to a Registration Statement until such Holder's
         receipt  of  the  copies  of the  supplemented  or  amended  Prospectus
         contemplated by Section 60) hereof, and, if so directed by the Company,
         such  Holder  will  deliver  to the  Company  (at  the  expense  of the
         Company),  all  copies in its  possession,  other than  permanent  file
         copies then in such Holder's  possession,  of the  Prospectus  covering
         such Series D Notes cur-rent at the time of receipt of such notice.  If
         the Company  shall give any such notice to suspend the  disposition  of
         Series D 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
         in 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.

         7.       Indemnification; Contribution.

                    (a)  Indemnification  by the Company.  The Company agrees to
                    indemnify and hold harmless each Person who  participates as
                    an  underwriter  (any such Person  being an  "Underwriter"),
                    each  Holder  and  each  of  their   respective   Affiliates
                    (including  any  director,  employee or Person,  if any, who
                    controls  any Holder or  Underwriter  within the  meaning of
                    Section  15 of the  Securities  Act)  (each an  "Indemnified
                    Party"):

         (i)  against any and all loss,  claim,  damage,  liability  and expense
         whatsoever,  as  incurred,  arising  out of or based  upon  any  untrue
         statement or alleged untrue

         3149454.05                                     12

         statement of a material fact  contained in any  Registration  Statement
         (or any  amendment  thereto),  or  arising  out of or  based  upon  any
         omission or alleged  omission of a material  fact required to be stated
         therein or necessary to make the  statements  therein not misleading or
         arising out of or based upon any untrue statement or alleged untrue


<PAGE>



         statement of a material fact  contained in any  Prospectus or including
         any  Prospectus  subject to completion  (or any amendment or supplement
         thereto),  or  arising  out of or based  upon any  omission  or alleged
         omission of a material fact  necessary in order to make the  statements
         therein,  in the light of the circumstances under which they were made,
         not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or investigation or proceeding by
         any  governmental  agency or body,  commenced or threatened,  or of any
         claim whatsoever  based upon any such untrue statement or omission,  or
         any such alleged untrue  statement or omission,  if such  settlement is
         effected with the written consent of the Company; and

                  (iii)  against  any and all  expense  whatsoever,  as incurred
         (including, subject to the provisions of Section 7(c) below, reasonable
         fees  and   disbursements   of   counsel),   reasonably   incurred   in
         investigating,  preparing  or  defending  against  any  litigation,  or
         investigation  or  proceeding  by  any  governmental  agency  or  body,
         commenced or  threatened,  in each case whether or not a party,  or any
         claim whatsoever  based upon any such untrue statement or omission,  or
         any such alleged untrue  statement or omission,  to the extent that any
         such expense is not paid under subparagraph (i) or (11) above;

         provided,  however,  that the  Company  shall not be liable in any such
         case to any Indemnified  Party to the extent that any such loss, claim,
         damage,  liability or expense  arises out of or is based upon an untrue
         statement or alleged untrue  statement or omission or alleged  omission
         in a Prospectus subject to completion,  if (A) such untrue statement or
         alleged untrue statement,  omission or alleged omission is corrected in
         an  amendment or  supplement  to such  Prospectus;  (B) the Company had
         furnished  such  Indemnified  Party  with the  number of copies of such
         amended or supplemented  Prospectus requested by such Indemnified Party
         a reasonable period of time prior to such sale; and (C) thereafter such
         Indemnified  Party fails to deliver  such  Prospectus  as so amended or
         supplemented prior to or concurrently with the sale by such Indemnified
         Party of the Series D Notes to the Person  asserting such loss,  claim,
         damage,  liability  or  expense;  and  provided,   further,  that  this
         indemnity  agreement  does not  apply  to any  Indemnified  Party  with
         respect to any loss, liability,  claim, damage or expense to the extent
         arising  out of any untrue  statement  or  omission  or alleged  untrue
         statement or omission  contained in any Registration  Statement (or any
         amendment  thereto)  or  Prospectus  (or any  amendment  or  supplement
         thereto) made in reliance upon and in conformity with written




<PAGE>



         3148454.05                                   13

  information  furnished to the Company by such Indemnified  Party expressly for
  use in  such  Registration  Statement  (or  such  amendment  thereto)  or such
  Prospectus (or such amendment or supplement thereto).

           (b)
         Indemnification  by  Holders,   Underwriters,   Etc.  (i)  Each  Holder
  severally agrees to indemnify and hold hanniess the Company,  each Underwriter
  and the  other  selling  Holders,  and  each of  their  respective  Affiliates
  (including any director, officer, employee or Person, if any, who controls the
  Company,  any  Under-writer  or any other selling Holder within the meaning of
  Section 15 of the Securities Act), against any and all loss, liability, claim,
  damage and expense described in the indemnity contained in Section 7(a) hereof
  (I)rovided,  however,  that any  settlement  of the type  described in Section
  7(a)(ii) is effected with the written  consent of such  Holder),  as incurred,
  but only with respect to untrue  statements  or omissions,  or alleged  untnie
  statements or omissions,  made in a  Registration  Statement (or any amendment
  thereto)  or any  Prospectus  (or any  amendment  or  supplement  thereto)  in
  reliance upon and in  conformity  with written  infon-nation  furnished to the
  Company  by  such  selling  Holder  expressly  for  use in  such  Registration
  Statement (or any amendment  thereto) or such  Prospectus (or any amendment or
  supplement thereto); T)rovided, however, that an indemnifying Holder shall not
  be required to provide  indemnification  in any amount in excess of the amount
  by  which  (A) the  total  price  at which  the  Series  D Notes  sold by such
  indemnifying Holder and its affiliated indemnifying Holders and distributed to
  the public  were  offered to the public  exceeds (B) the amount of any damages
  which such indemnifying Holder has otherwise been required to pay by reason of
  such untrue or alleged untrue statement or omission or alleged omission.

                  (i) The Company shall be entitled to receive  indemnities from
         Underwriters,  selling brokers,  dealer managers and similar securities
         industry professionals  participating in the distribution,  to the same
         extent as provided  above with respect to  information  so furnished in
         writing by such Persons specifically for inclusion in any Prospectus or
         Registration Statement.

                  (c)   Conduct  of   Indemnification   Proceedinp   -,s.   Each
                  indemnified  party or parties  under this Section 7 shall give
                  reasonably prompt notice to each indemnifying party or parties
                  of any action or proceeding  conunenced  against it or them in
                  respect  of  which  indemnity  may be  sought  hereunder,  but
                  failure to so notify an  indemnifying  party or parties  shall
                  not relieve it or them from any liability which it or they may
                  have under this indemnity agreement, except to the extent that
                  the  indemnifying  party  or  par-ties  have  been  prejudiced
                  materially  by such  failure.  If the  indemnifying  party  or
                  parties so elect,  within a reasonable  time after  receipt of
                  such notice,  the indemnifying party or parties may assume the
                  defense  of such  action or  proceeding  at such  indemnifying
                  par-ty's  or  parties'  expense  with  counsel  chosen  by the
                  indemnifying  party or parties and approved by the indemnified
                  parties defendant in such action or proceeding, which approval
                  shall not be unreasonably withheld; provided, however, that if
                  such indemnified party or parties reasonably  determine that a
                  conflict of interest  exists  where it is  advisable  for such
                  indemnified  party or parties to be  represented  by  separate
                  counsel or that, upon


<PAGE>



                  advice of counsel, there may be legal defenses

                  3148454.05                                   1 4

  available to them which are different  from or in addition to those  available
  to the indemnifying party, then the indemnifying party or parties shall not be
  entitled to assume such defense and the indemnified  party or parties shall be
  entitled to separate counsel at the indemnifying party's or par-ties' expense.
  If an  indemnifying  party is not so  entitled  to assume the  defense of such
  action or does not assume  such  defense,  after  having  received  the notice
  referred to in the first sentence of this paragraph,  the  indemnifying  party
  will pay the reasonable  fees and expenses of one counsel for the  indemnified
  party or parties.  In such event,  however,  no indemnifying  party or parties
  will be liable under this Section 7 for any  settlement  effected  without the
  written  consent of such  indemnifying  party or parties  (which  shall not be
  unreasonably withheld) unless a complete release of such indemnifying party or
  parties is obtained as part of such  settlement.  If an indemnifying  party is
  entitled  to assume,  and  promptly  assumes,  the  defense of such  action or
  proceeding in accordance with this Section 7(c), such indemnifying party shall
  not be liable for any fees and expenses of counsel for the indemnified parties
  incurred thereafter in connection with such action or proceeding.

                  (d)      Contribution.

                  (i) if the  indemnification  provided for in this Section 7 is
         held to be  unenforceable  although  applicable in accordance  with its
         terms  in  respect  of any  losses,  claims,  damages,  liabilities  or
         expenses  suffered by an indemnified  party  referred to therein,  then
         each  applicable  indemnifying  party,  in  lieu of  indemnifying  such
         indemnified  party,  shall  contribute to the amount paid or payable by
         such indemnified party as a result of such los ' ses, claims,  damages,
         liabilities or expenses in such proportion as is appropriate to reflect
         the  relative  fault of the  Company on the one hand and of the selling
         Holders  (including,  in each case, that of their officers,  directors,
         employees and agents) on the other in connection with the statements or
         omissions which resulted in such losses, claims,  damages,  liabilities
         or expenses,  as well as any other relevant  equitable  considerations.
         The  relative  fault of the  Company on the one hand and of the selling
         Holders  (including,  in each case, that of their officers,  directors,
         employees and agents) on the other 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 on the one hand, or
         by or on behalf of the selling Holders,  on the other, and the parties'
         relative  intent,  knowledge,  access to information and opportunity to
         correct or prevent  such  statement  or  omission.  The amount  paid or
         payable  by a  party  as a  result  of  the  losses,  claims,  damages,
         liabilities and expenses referred to above shall be deemed to include,


<PAGE>



         subject  to the  limitations  set forth in Section  7(c),  any legal or
         other fees or expenses  reasonably incurred by such party in connection
         with investigating or defending any action or claim.

                  (ii) The  Company and each Holder of Series D Notes agree that
         it would not be just and  equitable  if  contribution  pursuant to this
         Section 7(d) were  determined  by pro rata  allocation  or by any other
         method of allocation which does not take account

         3149454.05                                     15

         of the  equitable  considerations  refer-red to in paragraph (i) above.
         Notwithstanding  the  provisions  of this Section  7(d), in the case of
         distributions  to  the  public  an  indemnifying  Holder  shall  not be
         required to contribute  any amount in excess of the amount by which the
         total  price at which  the  Series  D Notes  sold by such  indemnifying
         Holder or its affiliated  indemnifying  Holders and  distributed to the
         public  were  offered to the public  exceeds  the amount of any damages
         which such  indemnifying  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  Securities  Act) shall be
         entitled  to  contribution  from any  Person who was not guilty of such
         fraudulent misrepresentation.

         8.       Rule 144 and Rule 144A.

         For so long as the Company is subject to the reporting  requirements of
         Section 13 or 15 of the  Exchange  Act, the Company  covenants  that it
         will file the reports  required to be filed by it under the  Securities
         Act and Section  13(a) or 15(e) of the  Exchange  Act and the rules and
         regulations  adopted by the SEC thereunder,  that if it ceases to be so
         required to file such  reports,  it will upon the request of any Holder
         (i) make publicly available such information as is necessary to pen-nit
         sales pursuant to Rule 144 under the Securities  Act, (ii) deliver such
         information to a prospective  purchaser as is necessary to permit sales
         pursuant  to Rule 144A under the  Securities  Act and it will take such
         further  action as any Holder may  reasonably  request,  and (iii) take
         such further  action that is reasonable in the  circumstances,  in each
         case, to the extent required from time to time to enable such Holder to
         sell its Series D Notes without  registration  under the Securities Act
         within the limitation of the exemptions  provided by (a) Rule 144 under
         the Securities  Act, as such Rule may be amended from time to time, (b)
         Rule 144A under the  Securities  Act, as such Rule may be amended  from
         time to time, or (c) any similar rules or regulations hereafter adopted
         by the SEC. Upon the request of any Holder, the Company will deliver


<PAGE>



         to such Holder a written  statement as to whether it has complied  with
         such  requirements.  Notwithstanding  the  foregoing,  nothing  in this
         Section  8 shall be deemed to  require  the  Company  to  register  any
         securities under the Exchange Act.

         9.       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 any agreement which is inconsistent with the rights granted to the
         Holders in this  Agreement or other-wise  conflicts with the provisions
         hereof.

                  (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 the Majority  Holders;  provided,  however,  that no
         amendment,  modification  or  supplement  or waiver or  consent  to the
         departure with respect to

         3148454.05                                     16

         the  provisions  of Section 7 hereof  shall be effective as against any
         Holder 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 9(d),  which address
         initially  is, with  respect to each  Purchaser,  the address set forth
         next to such  Purchaser's  name on the signature  pages of the Purchase
         Agreement,  with a copy  to  Ropes  & Gray,  One  International  Place,
         Boston,  Massachusetts 02110, Attention:  Robert L. Nutt, Esq., or (ii)
         if to the Company, at 7502 Greenville Avenue,  Suite 800, Dallas, Texas
         75231, Attention: Jeff Stedman and Michael D. Cavalier, notice of which
         is given in accordance  with the provisions of this Section 9(d),  with
         copies to Akin, Gump, Strauss,  Hauer & Feld, L.L.P.,  Suite 4100, 1700
         Pacific Avenue, Dallas, Texas 75201-4618,  Attention:  Terry M. Schpok,
         P.C.


<PAGE>




          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.

                  (d) Successors and Assijzns. 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, however,
         that nothing herein shall be deemed to permit any assigrunent, transfer
         or other  disposition  of Series D Notes except in accordance  with the
         terms of the Exchange. If any successor,  assignee or transferee of any
         Holder  shall  acquire  Series  D  Notes,  in any  manner,  whether  by
         operation  of law or  otherwise,  such  Series  D Notes  shall  be held
         subject  to all of the  terms  of this  Agreement,  and by  taking  and
         holding such Series D 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, if such  acquisition  was effected in
         accordance  with the terms and provisions of the Exchange,  such Person
         shall be entitled to receive the benefits hereof.

                  (e) Countemarts.  This Agreement may be executed in any number
         of counterparts,  each of which, when so executed and delivered,  shall
         be  deemed to be an  original,  but all of which  counter-parts,  taken
         together, shall constitute one and the same instrument.

                  (f)   Headinps.   The  heading  in  this   Agreement  are  for
         convenience of reference  only and shall not limit or otherwise  affect
         the meaning hereof.

                  (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND

                  3148454.05                                    17

         CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF NEW  YORK
         (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).

                  (h)  Severability.  In the  event  that any one or more of the
         provisions   contained  herein,  or  the  application  thereof  in  any
         circumstance,  is held to be invalid,  illegal or unen- forceable,  the
         validity,  legality and  enforceability of any such provisions in every
         other


<PAGE>



         respect and of the remaining  provisions  contained herein shall not be
         affected or impaired thereby.

                  (i) Specific Performance.  The parties hereto acknowledge that
         there would be no adequate  remedy at law if any party fails to perform
         any of its  obligations  hereunder,  and  accordingly  agree  that each
         party,  in addition to any other  remedy to which it may be entitled at
         law or in equity,  shall be entitled to compel specific  performance of
         the  obligations  of any other party under this Agreement in accordance
         with the terms and  conditions  of this  Agreement  in any court of the
         United States or any State thereof having jurisdiction.

                  (0)  Consent  to  Jurisdiction  and  Service of  Process.  The
         Company agrees that any legal suit, action or proceeding brought by any
         party to enforce any rights under or with respect to this Agreement may
         be instituted in any state or federal court in The City of New York, in
         the State of New York,  and waives to the fullest  extent  permitted by
         law any objection  which it may now or hereafter  have to the laying of
         venue of any such suit, action or proceeding and irrevocably  submit to
         the  non-exclusive  jurisdiction  of any such  court in any such  suit,
         action or  proceeding.  The Company hereby  irrevocably  designates and
         appoints The CT Corporation  System ("CT") as the Company's  authorized
         agent to  receive  and  forward  on its  behalf  service of any and all
         process  which may be served in any such suit,  action or proceeding in
         any such court and  agrees  that  service  of  process  upon CT (or any
         successor) at its office at 1633  Broadway,  New York,  New York 10019,
         and written  notice of said service to the Company  mailed or delivered
         to The CT Corporation System, 1633 Broadway,  New York, New York 10019,
         shall be deemed in every respect  effective service of process upon the
         Company in any such suit,  action or proceeding  and shall be taken and
         held to be valid personal  service upon the Company.  Said  designation
         and  appointment  shall be  irrevocable.  Nothing in this  Section 9(k)
         shall  affect  the right of any party  hereto to serve  process  in any
         manner  permitted  by law o'r limit  the  right of any party  hereto to
         bring proceedings against the Company in the courts of any jurisdiction
         or  jurisdictions.  The  Company  further  agrees  to take  any and all
         action,  including  the  execution  and  filing  of any  and  all  such
         documents  and  instruments,  as  may be  necessary  to  continue  such
         designation  and  appointment of CT in full force and effect so long as
         this Agreement shall be outstanding.

                  (k)  Entire  Agreement.  This  Agreement  is  intended  by the
         parties as a final  expression of their  agreement and 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.
         There are no restrictions,  promises, warranties or under-takings other
         than those set

  3148454.05                                     18

  for-th or referred to herein,  with respect to the registration rights granted
  by the Company with respect to the  Securities  sold  pursuant to the Purchase
  Agreement.  This Agreement  supersedes all prior agreements and understandings
  between the parties with respect to such subject matter.

                  (1) Attomey's  Fees. As between the par-ties to this Agreement
         (including successors and


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  permitted  assigns),  in any  action or  proceeding  brought  to  enforce  any
  provision of this Agreement or where any provision  hereof is validly asserted
  as a defense,  the  successful  party shall be entitled to recover  reasonable
  attorney' fees in addition to any other available remedy.

                  (m)  Securities  Held by  Affiliates.  Whenever the consent or
         approval  of Holders  of a  specified  percentage  of Series D Notes is
         required  hereunder,  Series D Notes held by  Affiliates of the Company
         other than any Holders that are deemed to be such Affiliates  solely by
         reason of their  holdings of such Series D Notes)  shall not be counted
         in  deten-nining  whether  such  consent or  approval  was given by the
         Holders of such required percentage.








  3148454.05                                     19

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





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