EXHIBIT 4.3


                                                                  EXECUTION COPY



                            JEFFERIES & COMPANY, INC.



                     $250,000,000 AGGREGATE PRINCIPAL AMOUNT

                                 OMI CORPORATION

                    2.875% CONVERTIBLE SENIOR NOTES DUE 2024

                          REGISTRATION RIGHTS AGREEMENT

                             DATED DECEMBER 7, 2004


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REGISTRATION RIGHTS AGREEMENT, dated December 7, 2004, between OMI Corporation,
a corporation incorporated under the laws of the Republic of the Marshall
Islands (together with any successor entity, herein referred to as the
"COMPANY") and Jefferies & Company, Inc. (the "INITIAL PURCHASER"), under the
Purchase Agreement (as defined below).

Pursuant to the Purchase Agreement, dated November 30, 2004, between the Company
and the Initial Purchaser (the "PURCHASE AGREEMENT"), the Initial Purchaser has
agreed to purchase from the Company $250,000,000 aggregate principal amount of
2.875% Convertible Senior Notes due 2024 (the "NOTES"). The Notes will be
convertible into fully paid, nonassessable shares of the Company's common stock,
par value $0.50 per share (the "COMMON STOCK"). The Notes will be convertible on
the terms, and subject to the conditions, set forth therein and in the Indenture
(as defined herein). To induce the Initial Purchaser to purchase the Notes, the
Company has agreed to provide the registration rights set forth in this
Agreement pursuant to Section 2(g) of the Purchase Agreement.

The parties hereby agree as follows:

1.       DEFINITIONS. Capitalized terms used in this Agreement without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "AFFILIATE" of any specified Person means any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such specified Person. For purposes of this
         definition, control of a Person means the power, direct or indirect, to
         direct or cause the direction of the management and policies of such
         Person whether by contract or otherwise; and the terms "controlling"
         and "controlled" have meanings correlative to the foregoing.

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         "AGREEMENT" means this Registration Rights Agreement.

         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
         Section 2(e)(i) hereof.

         "BLUE SKY APPLICATION" has the meaning set forth in Section 6(a)(i)
         hereof.

         "BUSINESS DAY" has the meaning set forth in the Indenture.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" has the meaning set forth in the preamble hereto.

         "COMPANY" has the meaning set forth in the preamble hereto.

         "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2(a)(iii)
         hereof.

         "EFFECTIVENESS TARGET DATE" has the meaning set forth in Section
         2(a)(ii) hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "HOLDER" means any Person who owns, beneficially or otherwise, Transfer
         Restricted Securities.

         "INDEMNIFIED HOLDER" has the meaning set forth in Section 6(a) hereof.

         "INDENTURE" means the Indenture, dated as of December 7, 2004 between
         the Company and HSBC Bank USA, National Association, as trustee (the
         "TRUSTEE"), pursuant to which the Notes are to be issued, as such
         Indenture is amended, modified or supplemented from time to time in
         accordance with the terms thereof.

         "INITIAL PURCHASER" has the meaning set forth in the preamble hereto.

         "LIQUIDATED DAMAGES" has the meaning set forth in Section 3(a) hereof.

         "LIQUIDATED DAMAGES PAYMENT DATE" means each June 1 and December 1.

         "MAJORITY OF HOLDERS" means Holders holding over 50% of the aggregate
         principal amount of Notes outstanding; PROVIDED that, for the purpose
         of this definition, a Holder of shares of Common Stock which constitute
         Transfer Restricted Securities and issued upon conversion of the Notes
         shall be deemed to hold an aggregate principal amount at maturity of
         Notes (in addition to the principal amount at maturity of Notes held by
         such holder) equal to the quotient of (x) the number of such shares of
         Common Stock held by such holder and (y) the conversion rate in effect
         at the time of such conversion as determined in accordance with the
         Indenture.

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

         "NOTES" has the meaning set forth in the preamble hereto.

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         "NOTICE AND QUESTIONNAIRE" means a written notice executed by the
         respective Holder and delivered to the Company containing substantially
         the information called for by the Form of Selling Securityholder Notice
         and Questionnaire attached as Appendix A to the Offering Memorandum of
         the Company dated November 30, 2004 relating to the Notes.

         "NOTICE HOLDER" has the meaning set forth in Section 2(b) hereof.

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

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereto.

         "PROSPECTUS" means the prospectus included in a Shelf Registration
         Statement, as amended or supplemented by any prospectus supplement and
         all other amendments thereto, including post-effective amendments and
         all documents incorporated by reference into such prospectus.

         "RECORD HOLDER" means, with respect to any Liquidated Damages Payment
         Date, each Person who is a Holder on the May 15 or November 15
         preceding the relevant Liquidated Damages Payment Date.

         "REGISTRATION  DEFAULT"  has the  meaning  set  forth in  Section  3(a)
         hereof.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHELF FILING  DEADLINE"  has the meaning set forth in Section  2(a)(i)
         hereof.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
         2(a)(i) hereof. After the Shelf Registration Statement has been filed,
         shall include any subsequent Shelf Registration Statement as
         contemplated by Section 2(c) hereof.

         "SUSPENSION NOTICE" has the meaning set forth in Section 4(c) hereof.

         "SUSPENSION  PERIOD"  has the  meaning  set  forth in  Section  4(b)(i)
         hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
         and regulations of the Commission thereunder, in each case, as in
         effect on the date the Indenture is qualified under the TIA.

         "TRANSFER RESTRICTED SECURITIES" means each Note and each share of
         Common Stock issued upon conversion of the Notes until the earlier of:

         (i) the date on which such Note or such share of Common Stock issued
         upon conversion of such Note has been effectively registered under the
         Securities Act and disposed of in accordance with the Shelf
         Registration Statement;

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         (ii) the date on which such Note or such share of Common Stock issued
         upon conversion of such Note is transferred in compliance with Rule 144
         under the Securities Act or may be sold or transferred by a Person who
         is not an affiliate of the Company without restriction pursuant to the
         volume limitation provisions of Rule 144 under the Securities Act (or
         any other similar provision then in force); or

         (iii) the date on which such Note or such share of Common Stock issued
         upon conversion of such Note is either held by the Company or otherwise
         ceases to be outstanding (whether as a result of redemption, repurchase
         and cancellation, conversion or otherwise).

         "UNDERWRITTEN REGISTRATION" means a registration in which Notes of the
         Company are sold to an underwriter for reoffering to the public.

Unless the context otherwise requires, the singular includes the plural, and
words in the plural include the singular.

2.       SHELF REGISTRATION.

     (a)     The Company shall:

         (i) not later than 90 days after the date hereof (the "SHELF FILING
         DEADLINE"), cause to be filed a registration statement providing for
         the registration of and the sale on a continuous or delayed basis
         pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION
         STATEMENT") of all Transfer Restricted Securities held by Holders that
         have provided the information required pursuant to the terms of and
         within the period specified by Section 2(b) hereof;

         (ii) use its reasonable best efforts to cause the Shelf Registration
         Statement to be declared effective by the Commission not later than 180
         days after the date hereof (the "EFFECTIVENESS TARGET DATE"); and

         (iii) use its reasonable best efforts to keep the Shelf Registration
         Statement continuously effective, supplemented and amended as required
         by the provisions of Section 4(b) hereof to the extent necessary to
         ensure that (A) it is available for resales by the Holders of Transfer
         Restricted Securities entitled, pursuant to Section 2(b) and Section
         2(e) hereof, to the benefit of this Agreement and (B) conforms with the
         requirements of this Agreement and the Securities Act and the rules and
         regulations of the Commission promulgated thereunder as announced from
         time to time, for a period (the "EFFECTIVENESS PERIOD") beginning on
         the date the Registration Statement is declared effective by the
         Commission and ending on the earliest to occur of:

                  (1) the second anniversary of the last date of original
                  issuance of any of the Notes;

                  (2) the date when all of the Transfer Restricted Securities
                  have ceased to be outstanding (whether as a result of
                  redemption, repurchase and cancellation, conversion or
                  otherwise);

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                  (3) the date when all Holders of Transfer Restricted
                  Securities registered under the Shelf Registration Statement
                  who are not affiliates of the Company are able to sell all
                  such Transfer Restricted Securities immediately without
                  restriction pursuant to the volume limitation provisions of
                  Rule 144 under the Securities Act (or any other similar
                  provision then in effect); or

                  (4) the date when all of the Transfer Restricted Securities of
                  those Holders that complete and deliver the Notice and
                  Questionnaire in a timely manner are registered under the
                  Shelf Registration Statement and disposed of in accordance
                  with the Shelf Registration Statement or otherwise cease to be
                  Transfer Restricted Securities.

     (b)     The Company shall furnish a written notice to each Holder of the
Transfer Restricted Securities at least 15 days before filing the Shelf
Registration Statement and inform each Holder that to have its Transfer
Restricted Securities included in the Shelf Registration Statement it must
deliver a completed Notice and Questionnaire to the Company. At the time the
Shelf Registration Statement is declared effective, each Holder that has
delivered a completed Notice and Questionnaire to the Company (a "NOTICE
HOLDER") on or prior to the date five (5) Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Transfer Restricted
Securities in accordance with applicable law. None of the Company's
securityholders shall have the right to include any of the Company's securities
(other than the Transfer Restricted Securities) in the Shelf Registration
Statement.

     (c)     Except as provided in Section 2(e) and Section 4(b), if the Shelf
Registration Statement ceases to be effective or fails to be usable for resale
of Transfer Restricted Securities registered under the Shelf Registration
Statement in accordance with this Agreement for any reason at any time during
the Effectiveness Period (other than because all Transfer Restricted Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Transfer Restricted Securities), the Company shall use
its reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 30 days of
such causation of effectiveness, amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are Transfer
Restricted Securities and eligible to be included under Section 2(e). If a
subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement continuously effective until the end of the
Effectiveness Period in accordance with the provisions of this Agreement
relating to the Shelf Registration Statement.

     (d)     The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or as reasonably requested by the Initial
Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted
Securities covered by such Shelf Registration Statement.

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     (e)     Each Holder that is named as a selling securityholder in the Shelf
Registration Statement agrees that if such Holder wishes to sell Transfer
Restricted Securities pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(e), and the
procedures set forth in Section 4 hereof. Each such Holder wishing to sell
Transfer Restricted Securities pursuant to the Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
at least three (3) Business Days prior to any intended distribution of Transfer
Restricted Securities under the Shelf Registration Statement. From and after the
date the Shelf Registration Statement is declared effective the Company shall
upon the later of (x) 30 Business Days after the date a Notice and Questionnaire
is delivered (but no earlier than 30 Business Days after effectiveness) or (y)
30 Business Days after the expiration of any Suspension Period in effect when
the Notice and Questionnaire is delivered or put into effect within 30 Business
Days of such delivery date:

         (i) if required by applicable law, file with the Commission a
         post-effective amendment to the Shelf Registration Statement, file a
         supplement to the related Prospectus or a supplement or amendment to
         any document incorporated therein by reference or file any other
         required document so that the Holder delivering such Notice and
         Questionnaire is named as a selling securityholder in the Shelf
         Registration Statement and the related Prospectus in such a manner as
         to permit such Holder to deliver such Prospectus to purchasers of the
         Transfer Restricted Securities in accordance with applicable law and,
         if the Company shall file a post-effective amendment to the Shelf
         Registration Statement, use its reasonable best efforts to cause such
         post-effective amendment to be declared effective under the Securities
         Act, as soon as practicable, and in any event, the Company shall use
         its reasonable best efforts to cause such post-effective amendment to
         be declared effective by the date (the "AMENDMENT EFFECTIVENESS
         DEADLINE DATE") that is 60 days after the date such post-effective
         amendment is required by this clause to be filed;

         (ii) upon its request, provide such Holder copies of any documents
         filed pursuant to Section 2(3)(i); and

         (iii) notify such Holder as promptly as practicable after the
         effectiveness under the Securities Act of any post-effective amendment
         filed pursuant to Section 2(e)(i);

PROVIDED that if such Notice and Questionnaire is delivered during a Suspension
Period or within 15 Business Days prior to the consummation of a Suspension
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b), and PROVIDED, FURTHER, that to the extent a prospectus supplement may not
be utilized under applicable law to make changes to the information in the
Prospectus regarding the selling Holders or the "Plan of Distribution," the
Company shall only be required to file a post-effective amendment to the Shelf
Registration Statement once per calendar quarter and with respect to the first
calendar quarter of a year, may coordinate the filing of the post-effective
amendment with the filing of its Annual Report on Form 10-K during such calendar
quarter for the previous fiscal year, and with respect to the second, third and
fourth calendar quarters of a year may coordinate the filing of the
post-effective amendment with the filing of its Quarterly Report on Form 10-Q
during such calendar quarter. Notwithstanding anything contained herein

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to the contrary, (i) the Company shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline
Date shall be extended by up to ten (10) Business Days from the expiration of
the Suspension Period (and the Company shall incur no obligation to pay
Liquidated Damages during such extension) if such Suspension Period shall be in
effect on the Amendment Effectiveness Deadline Date. If the Company deems it
necessary to file a post-effective amendment to the Shelf Registration Statement
in order to comply with this Section, the Company may suspend sales under the
Shelf Registration Statement until the date on which the post-effective
amendment is declared effective by the Commission to the extent the Company
deems it necessary under applicable law.

3.       LIQUIDATED DAMAGES.

     (a)     If:

         (i) the Shelf Registration Statement is not filed with the Commission
         prior to or on the Shelf Filing Deadline;

         (ii) the Shelf Registration Statement has not been declared effective
         by the Commission prior to or on the Effectiveness Target Date;

         (iii) the Company has failed to perform its obligations set forth in
         Section 2(e) within the time period required therein;

         (iv) any post-effective amendment to a Shelf Registration Statement
         filed pursuant to Section 2(e)(i) has not become effective under the
         Securities Act on or prior to the Amendment Effectiveness Deadline
         Date;

         (v) except as provided in Section 2(e) and Section 4(b)(i) hereof, the
         Shelf Registration Statement is filed and declared effective but,
         during the Effectiveness Period, shall thereafter cease to be effective
         or fail to be usable for the resale of Transfer Restricted Securities
         in accordance with this Agreement and such Shelf Registration Statement
         is not succeeded within ten (10) Business Days (or if a Suspension
         Period is then in effect, the fifth (5th) business day following the
         expiration of such Suspension Period) by a post-effective amendment to
         the Shelf Registration Statement, a supplement to the Prospectus or a
         report filed with the Commission pursuant to Section 13(a), 13(c), 14
         or 15(d) of the Exchange Act that cures such failure and, in the case
         of a post-effective amendment, is itself declared effective within such
         time period;

         (vi) if applicable, the Company does not terminate any Suspension
         Period by the 45th or 60th consecutive day, as the case may be,
         pursuant to Section 4(b)(i) hereof; or

         (vii) if Suspension Periods exceed an aggregate of 120 days in any
         360-day period,

(each such event referred to in foregoing clauses (i) through (v), a
"REGISTRATION DEFAULT"), a Registration Default occurs, the Company hereby
agrees to pay interest ("LIQUIDATED DAMAGES") with respect to Notes that are
Transfer Restricted Securities held by Notice Holders (to the extent such Notes
are Transfer Restricted Securities during such period) from and

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including the day following the Registration Default to but excluding the
earlier of (1) the day on which the Registration Default has been cured and (2)
the date the Shelf Registration Statement is no longer required to be kept
effective, accruing at a rate equal to:

                (A) 0.25% per annum of the aggregate principal amount of a Note
         to and including the 90th day following such Registration Default; and

                (B) 0.50% per annum of the aggregate principal amount of a Note
         from and after the 91st day following such Registration Default;

PROVIDED, that in no event shall Liquidated Damages accrue at a rate per year
exceeding 0.50% of the aggregate principal amount of a Note.

     (b)     All accrued Liquidated Damages shall be paid semiannually in
arrears to Record Holders that are Notice Holders by the Company on each
Liquidated Damages Payment Date commencing on the first Liquidated Damages
Payment Date following a Registration Default in accordance with the Indenture.
Upon the cure of all Registration Defaults relating to any particular Note, the
accrual of Liquidated Damages with respect to such Note will cease.

All obligations of the Company set forth in this Section 3 that have accrued and
are outstanding with respect to any Transfer Restricted Security at the time
such security ceases to be a Transfer Restricted Security shall survive until
such time as all such obligations with respect to such Transfer Restricted
Security shall have been satisfied in full.

The Liquidated Damages set forth above shall be the exclusive monetary remedy
available to the Holders of Transfer Restricted Securities for each Registration
Default or breach of this Agreement that also constitutes a Registration
Default.

4.       REGISTRATION PROCEDURES.

     (a)     In connection with the Shelf Registration Statement, the Company
shall comply with all the provisions of Section 4(b) hereof and shall use its
reasonable best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities, and pursuant thereto, shall, no later than the
Shelf Filing Deadline, prepare and file with the Commission a Shelf Registration
Statement relating to the registration on any appropriate form under the
Securities Act.

     (b)     In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Company shall:

         (i) Subject to any notice by the Company in accordance with this
         Section 4(b) of the existence of any fact or event of the kind
         described in Section 4(b)(iii)(D) and subject to Section 2(e), use its
         reasonable best efforts to keep the Shelf Registration Statement
         continuously effective during the Effectiveness Period; upon the
         occurrence of any event that would cause the Shelf Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not to be effective and usable for
         resale of Transfer Restricted Securities in accordance with this
         Agreement during the Effectiveness Period, the Company shall file
         promptly an appropriate amendment to the Shelf Registration Statement,
         a supplement to the Prospectus or a report filed with the

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         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act, in the case of clause (A), correcting any such
         misstatement or omission, and, in the case of either clause (A) or (B),
         use its reasonable best efforts to cause such amendment to be declared
         effective and the Shelf Registration Statement and the related
         Prospectus to become usable for resale of Transfer Restricted
         Securities in accordance with this Agreement. Notwithstanding the
         foregoing, the Company may suspend the use of the Prospectus contained
         in the Shelf Registration Statement by written notice to the Holders
         for a period not to exceed 45 consecutive days and not to exceed an
         aggregate of 120 days in any 360-day period (each such period,
         including any extensions thereof pursuant to Section 4(b)(i) hereof, a
         "SUSPENSION PERIOD") if:

                  (x) an event occurs and is continuing or is anticipated to
                  occur as a result of which the Shelf Registration Statement,
                  the Prospectus, any amendment or supplement thereto, or any
                  document incorporated by reference therein would, in the
                  Company's judgment, contain an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; and

                  (y) the Company determines in good faith that the disclosure
                  of such event at such time would be detrimental to the Company
                  and its subsidiaries.

           Notwithstanding the foregoing, if the disclosure relates to a
           previously undisclosed proposed or pending material business
           transaction, the disclosure of which the Company determines in good
           faith would be reasonably likely to impede its ability to consummate
           such transaction, the Company may extend a Suspension Period from 45
           to 60 days. Holders hereby agree to hold any communications in
           response to a notice of a proposed business transaction in
           confidence.

           The Company shall not be required to specify in the written notice to
           the Holders the nature of the event giving rise to the Suspension
           Period.

         (ii) Prepare and file with the Commission such amendments and
         post-effective amendments to the Shelf Registration Statement as may be
         necessary to keep the Shelf Registration Statement effective during the
         Effectiveness Period; cause the Prospectus to be supplemented by any
         required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Securities Act, and to comply fully with
         the applicable provisions of Rules 424 and 430A under the Securities
         Act in a timely manner; and comply with the provisions of the
         Securities Act with respect to the disposition of all Transfer
         Restricted Securities covered by the Shelf Registration Statement
         during the applicable period in accordance with the intended method or
         methods of distribution by the sellers thereof set forth in the Shelf
         Registration Statement or supplement to the Prospectus.

         (iii) Advise each Holder named in the Shelf Registration Statement
         promptly upon obtaining knowledge thereof and, if requested by such
         Holders, to confirm such advice in writing (subject to Section 4(c)):

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         (A) when the Prospectus (other than as part of the Shelf Registration
         Statement) or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to the Shelf Registration Statement or
         any post-effective amendment thereto, when the same has become
         effective,

         (B) of any request by the Commission for post-effective amendments to
         the Shelf Registration Statement or post-effective amendments or
         supplements to the Prospectus or for additional information relating
         thereto,

         (C) of the issuance by the Commission of any stop order suspending the
         effectiveness of the Shelf Registration Statement under the Securities
         Act or of the suspension by any state securities commission of the
         qualification of the Transfer Restricted Securities for offering or
         sale in any jurisdiction, or the initiation of any proceeding for any
         of the preceding purposes, or

         (D) of the existence of any fact or the happening of any event, during
         the Effectiveness Period, that makes any statement of a material fact
         made in the Shelf Registration Statement, the Prospectus, any amendment
         or supplement thereto, or any document incorporated by reference
         therein untrue in any material respect, or that requires the making of
         any additions to or changes in the Shelf Registration Statement or the
         Prospectus in order to make the statements therein not misleading.

     If at any time the Commission shall issue any stop order suspending the
     effectiveness of the Shelf Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Company
     shall use its reasonable best efforts to obtain the withdrawal or lifting
     of such order at the earliest possible time and will provide to each Holder
     who is named in the Shelf Registration Statement prompt notice of the
     withdrawal of any such order.

         (iv) Make available at reasonable times for inspection by one or more
         representatives of the selling Holders, designated in writing by a
         Majority of Holders whose Transfer Restricted Securities are included
         in the Shelf Registration Statement, and any attorney or accountant
         retained by such selling Holders, all financial and other records and
         pertinent corporate documents (at the offices where normally kept) and
         properties of the Company as shall be reasonably necessary to enable
         them to conduct a reasonable investigation within the meaning of
         Section 11 of the Securities Act, and cause the Company's officers,
         directors, managers and employees to supply all information reasonably
         requested by any such representative or representatives of the selling
         Holders, attorney or accountant in connection therewith; PROVIDED,
         HOWEVER, that the Company shall have no obligation to deliver
         information to any selling Holder or representative pursuant to this
         Section 4(b)(iv) unless such selling Holder or representative shall
         have executed and delivered a confidentiality agreement in a form
         acceptable to the Company relating to such information.

         (v) Subject to Section 2(e), if requested by any selling Holders,
         promptly incorporate in the Shelf Registration Statement or Prospectus,
         pursuant to a supplement or post-effective

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         amendment if necessary, such information as such selling Holders may
         reasonably request to have included in the information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities.

         (vi) Furnish to each selling Holder upon request, without charge, at
         least one copy of the Shelf Registration Statement, as first filed with
         the Commission, and of each amendment thereto (and any documents
         incorporated by reference therein or exhibits thereto (or exhibits
         incorporated in such exhibits by reference) as such Person may
         request).

         (vii) Deliver to each selling Holder, without charge, as many copies of
         the Prospectus (including each preliminary Prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         subject to delivery and continuing effectiveness of any Suspension
         Notice delivered pursuant to Section 4(c), the Company hereby consents
         to the use of the Prospectus and any amendment or supplement thereto by
         each of the selling Holders in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto.

         (viii) Before any public offering of Transfer Restricted Securities,
         cooperate with the selling Holders and their counsel in connection with
         the registration and qualification of the Transfer Restricted
         Securities under the securities or Blue Sky laws of such jurisdictions
         in the United States as the selling Holders may reasonably request and
         do any and all other acts or things reasonably necessary or advisable
         to enable the disposition in such jurisdictions of the Transfer
         Restricted Securities covered by the Shelf Registration Statement;
         PROVIDED, HOWEVER, that the Company shall not be required (A) to
         register or qualify as a foreign corporation or a dealer of securities
         where it is not now so qualified or to take any action that would
         subject it to the service of process in any jurisdiction where it is
         not now so subject or (B) to subject itself to general or unlimited
         service of process or to taxation in any such jurisdiction if it is not
         now so subject.

         (ix) Cooperate with the selling Holders to facilitate the timely
         preparation and delivery of certificates representing Transfer
         Restricted Securities, if such certificates are issued pursuant to the
         Indenture, to be sold and not bearing any restrictive legends (unless
         required by applicable securities laws); and enable such Transfer
         Restricted Securities to be in such denominations and registered in
         such names as the Holders may reasonably request at least two (2)
         Business Days before any sale of Transfer Restricted Securities.

         (x) Use reasonable best efforts to cause the Transfer Restricted
         Securities to be covered by the Shelf Registration Statement to be
         registered with or approved by such other U.S. governmental agencies or
         authorities as may be necessary to enable the selling Holder or Holders
         thereof to consummate the disposition of such Transfer Restricted
         Securities.

         (xi) Subject to Section 4(b)(i) hereof, if any fact or event
         contemplated by Section 4(b)(iii)(D) hereof shall exist or have
         occurred, use its reasonable best efforts to prepare a supplement or
         post-effective amendment to the Shelf Registration Statement or related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit

                                       11
<PAGE>

         to state any material fact required to be stated therein or necessary
         to make the statements therein, in light of the circumstances in which
         they are made, not misleading.

         (xii) Obtain CUSIP numbers for all Transfer Restricted Securities not
         later than the effective date of the Shelf Registration Statement and
         provide the Trustee under the Indenture with certificates for the Notes
         that are in a form eligible for deposit with The Depository Trust
         Company.

         (xiii) 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 that is required to be retained in accordance with the
         rules and regulations of the NASD.

         (xiv) Otherwise use its reasonable best efforts to comply with all
         applicable rules and regulations of the Commission and all reporting
         requirements under the rules and regulations of the Exchange Act.

         (xv) Cause the Indenture to be qualified under the TIA not later than
         the effective date of the Shelf Registration Statement required by this
         Agreement, and, in connection therewith, cooperate with the Trustee and
         the holders of Notes to effect such changes to the Indenture as may be
         required for such Indenture to be so qualified in accordance with the
         terms of the TIA; and execute and use its reasonable best efforts to
         cause the Trustee thereunder to execute all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner.

         (xvi) Cause all Common Stock covered by the Shelf Registration
         Statement to be listed or quoted, as the case may be, on each
         securities exchange or automated quotation system on which Common Stock
         is then listed or quoted.

         (xvii) Provide to each Holder upon written request each document filed
         with the Commission pursuant to the requirements of Section 13 and
         Section 15 of the Exchange Act after the effective date of the Shelf
         Registration Statement.

     (c)     Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice (a "SUSPENSION NOTICE") from the Company of the
existence of any fact of the kind described in Section 4(b)(iii)(D) hereof or of
the pendency of a post-effective amendment prior to effectiveness of such
amendment under Section 2(e), such Holder will forthwith discontinue disposition
of Transfer Restricted Securities pursuant to the Shelf Registration Statement
until:

         (i) such Holder has received copies of the supplemented or amended
         Prospectus contemplated by Section 2(e) or Section 4(b)(xi) hereof; or

         (ii) such Holder is advised in writing by the Company that the use of
         the Prospectus may be resumed, and has received copies of any
         additional or supplemental filings that are incorporated by reference
         in the Prospectus.

     If so directed by the Company, each Holder will deliver to the Company (at
     the Company's expense) all copies, other than permanent file copies then in
     such Holder's possession, of the

                                       12
<PAGE>

     Prospectus covering such Transfer Restricted Securities that was current at
     the time of receipt of such notice of suspension.

     (d)     Each Holder agrees by acquisition of the Transfer Restricted
Securities, that no Holder shall be entitled to sell any of such Transfer
Restricted Securities pursuant to a Registration Statement, or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(e) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence and the Company has included such
information in the Prospectus as provided in this Agreement. Each Notice Holder
agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Transfer Restricted Securities as the
Company may from time to time reasonably request in writing. Any sale of any
Transfer Restricted Securities by any Holder shall constitute a representation
and warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to or
provided by such Holder to its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating to
or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made not misleading.

5.       REGISTRATION EXPENSES.

     (a)     All expenses incident to the Company's performance of or compliance
with this Agreement shall be borne by the Company regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:

         (i) all registration and filing fees and expenses (including filings
         made with the NASD);

         (ii) all fees and expenses of compliance with federal securities and
         state Blue Sky or securities laws;

         (iii) all expenses of printing (including printing of Prospectuses and
         certificates for the Common Stock to be issued upon conversion of the
         Notes) and the Company's expenses for messenger and delivery services
         and telephone;

         (iv) all fees and disbursements of counsel to the Company;

         (v) all application and filing fees in connection with listing (or
         authorizing for quotation) the Common Stock on a national securities
         exchange or automated quotation system pursuant to the requirements
         hereof; and

         (vi) all fees and disbursements of independent certified public
         accountants of the Company.

                                       13
<PAGE>

     The Company shall bear its internal expenses (including, without
     limitation, all salaries and expenses of their officers and employees
     performing legal, accounting or other duties), the expenses of any annual
     audit and the fees and expenses of any Person, including special experts,
     retained by the Company.

     (b)     All underwriting discounts, selling commissions and stock transfer
taxes applicable to the securities registered by the Holders and all fees and
expenses of the Holders, including fees and expenses of counsel, shall be borne
by the Holders.

6.       INDEMNIFICATION AND CONTRIBUTION.

     (a)     The Company agrees to indemnify and hold harmless each Holder of
Transfer Restricted Securities registered under the Shelf Registration Statement
(including the Initial Purchaser), its directors, officers, and employees and
each person, if any, who controls any such Holder within the meaning of the
Securities Act or the Exchange Act (each, an "INDEMNIFIED HOLDER"), against any
loss, claim, damage, liability or expense, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to resales of the Transfer Restricted Securities),
to which such Indemnified Holder may become subject, insofar as any such loss,
claim, damage, liability, expense or action arises out of, or is based upon:

         (i) any untrue statement or alleged untrue statement of a material fact
         contained in (A) the Shelf Registration Statement as originally filed
         or in any amendment thereof, in any Prospectus, or in any amendment or
         supplement thereto or (B) any blue sky application or other document or
         any amendment or supplement thereto prepared or executed by the Company
         (or based upon written information furnished by or on behalf of the
         Company expressly for use in such blue sky application or other
         document or amendment or supplement) filed in any jurisdiction
         specifically for the purpose of qualifying any or all of the Transfer
         Restricted Securities under the securities law of any state or other
         jurisdiction within the United States (such application or document
         being hereinafter called a "BLUE SKY APPLICATION"); or

         (ii) the omission or alleged omission to state therein any material
         fact required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading,

and subject to Section 6(c) hereof agrees to reimburse each Indemnified Holder
promptly upon demand for any legal or other expenses reasonably incurred by such
Indemnified Holder in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; PROVIDED, HOWEVER, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or expense arises out
of, or is based upon, any untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Holder (or
its related Indemnified Holder) specifically for use therein; PROVIDED, FURTHER,
that the foregoing indemnity agreement with respect to any prospectus shall not
inure to the benefit of an Indemnified Holder if the related Holder failed to
deliver a prospectus, as then amended or supplemented (so long as the prospectus
and any amendment or

                                       14
<PAGE>

supplement thereto was provided by the Company to the Holder on a timely basis
to permit proper delivery upon confirmation of a sale), to the person asserting
any losses, claims, damages, liabilities or judgments caused by any untrue
statement or alleged untrue statement of a material fact contained in any
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such material misstatement or omission or alleged
material misstatement or omission was cured in the prospectus, as so amended or
supplemented. The foregoing indemnity agreement is in addition to any liability
which the Company may otherwise have. In the event that it is finally judicially
determined that an Indemnified Holder is not entitled to receive payments for
legal and other expenses pursuant to this Section 6, such Indemnified Holder
will promptly return all such sums that had been paid pursuant hereto.

     (b)     Each Holder, severally and not jointly, agrees to indemnify and
hold harmless the Company, its directors, officers and employees and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act to the same extent as the foregoing indemnity and
reimbursement from the Company to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion in the documents referred to in
Section 6(a). This indemnity agreement set forth in this Section shall be in
addition to any liabilities which any such Holder may otherwise have. In no
event shall any Holder, its directors, officers or any person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement exceeds the
amount of any damages that such Holder, its directors, officers or any person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

     (c)     Promptly after receipt by an indemnified party under this Section 6
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 6, notify the indemnifying party in writing of the
claim or the commencement of that action; PROVIDED, HOWEVER, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 6 except to the extent it has been materially
prejudiced by such failure and, PROVIDED, FURTHER, that the failure to notify
the indemnifying party shall not relieve it from any liability which it may have
to an indemnified party otherwise than under this Section 6. If any such claim
or action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that
the indemnified parties shall have the right to employ a single counsel to
represent jointly the indemnified parties and their respective officers,
employees and controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought against the indemnifying
party under this Section 6 if

                                       15
<PAGE>

the indemnified parties seeking indemnification shall have been advised by legal
counsel that there may be one or more legal defenses available to such
indemnified parties and their respective officers, employees and controlling
persons that are different from or additional to those available to the
indemnifying party, and in that event, the fees and expenses reasonably incurred
of such separate counsel shall be paid by the indemnifying party.

     (d)     No indemnifying party shall:

         (i) without the prior written consent of the indemnified party (which
         consent shall not be unreasonably withheld) effect any settlement,
         compromise or consent to the entry of judgment in or otherwise seek to
         terminate any pending or threatened claim, action, suit or proceeding
         in respect of which any indemnified party is or could reasonably have
         been a party and indemnity was or reasonably could have been sought
         hereunder by such indemnified party, unless such settlement,
         compromise, consent or termination (x) includes an unconditional
         release of such indemnified party from all liability arising out of
         such claim, action, suit or proceeding and (y) does not include a
         statement as to or an admission of fault, culpability or a failure to
         act by or on behalf of any indemnified party, or

         (ii) be liable for any settlement of any such action effected without
         its written consent (which consent shall not be unreasonably withheld),
         but if settled with its written consent or if there be a final judgment
         for the plaintiff in any such action, the indemnifying party agrees to
         indemnify and hold harmless any indemnified party from and against any
         loss of liability by reason of such settlement or judgment.

     (e)     If the indemnification provided for in this Section 6 shall for any
reason be unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b) in respect of any loss, claim, damage, liability or
expense (or action in respect thereof) referred to therein (except pursuant to
the exceptions in Section 6(a) and 6(b) or the failure to give notice in Section
6(c) applicable to such indemnified party), each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability (or action in respect thereof):

         (i) in such proportion as is appropriate to reflect the relative
         benefits received by the Company from the offering and sale of the
         Transfer Restricted Securities on the one hand and a Holder with
         respect to the sale by such Holder of the Transfer Restricted
         Securities on the other, or

         (ii) if the allocation provided by Section (6)(e)(i) is not permitted
         by applicable law, in such proportion as is appropriate to reflect not
         only the relative benefits referred to in Section 6(e)(i) 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 alleged omissions that resulted in such loss, claim,
         damage, liability or expense (or action in respect thereof), as well as
         any other relevant equitable considerations.

                                       16
<PAGE>

     The relative benefits received by the Company on the one hand and a Holder
     on the other with respect to such offering and such sale shall be deemed to
     be in the same proportion as the total net proceeds from the offering of
     the Notes purchased under the Purchase Agreement (before deducting
     expenses) received by the Company, on the one hand, bear to the total
     proceeds received by such Holder with respect to its sale of Transfer
     Restricted Securities on the other. The relative fault of the parties shall
     be determined by reference to 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 the Holders on the other, the intent of the parties and their
     relative knowledge, access to information and opportunity to correct or
     prevent such statement or omission. The Company and each Holder agree that
     it would not be just and equitable if the amount of contribution pursuant
     to this Section 6(e) were determined by PRO RATA allocation or by any other
     method of allocation that does not take into account the equitable
     considerations referred to in the first sentence of this paragraph (e).

     Subject to the limitations on legal and other expenses set forth in Section
     6(c) hereof, the amount paid or payable by an indemnified party as a result
     of the loss, claim, damage, expense or liability, or action in respect
     thereof, referred to above in this Section 6 shall be deemed to include,
     for purposes of this Section 6, any legal or other expenses reasonably
     incurred by such indemnified party in connection with investigating or
     defending or preparing to defend any such action or claim.

     Notwithstanding the provisions of this Section 6, no Holder shall be
     required to contribute any amount in excess of the amount by which the
     total price at which the Transfer Restricted Securities purchased by it
     were resold exceeds the amount of any damages which such Holder has
     otherwise been required to pay by reason of any untrue or alleged untrue
     statement or omission or alleged omission. No Person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any Person who was not guilty
     of such fraudulent misrepresentation. The Holders' obligations to
     contribute as provided in this Section 6(e) are several and not joint.

     (f)     The provisions of this Section 6 shall remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling persons referred to
in Section 6 hereof, and will survive the sale by a Holder of Transfer
Restricted Securities.

7.       RULE 144A AND RULE 144. The Company agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13
or 15(d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.

                                       17
<PAGE>

8.       NO PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder.

9.       MISCELLANEOUS.

     (a)     REMEDIES. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Initial Purchaser or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely, and that, in the event of any such failure,
the Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2 hereof. The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     (b)     NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. In addition, the Company shall not grant to any of its
securityholders (other than the Holders of Transfer Restricted Securities in
such capacity) the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.

     (c)     AMENDMENTS AND WAIVERS. This Agreement may not be amended, modified
  or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
a Majority of Holders; PROVIDED, HOWEVER, that with respect to any matter that
directly or indirectly adversely affects the rights of the Initial Purchaser,
the Company shall obtain the written consent of the Initial Purchaser.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to depart from the provisions hereof, with respect to a matter, which
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Shelf Registration Statement and does not directly or indirectly
adversely affect the rights of other Holders, may be given by a Majority of
Holders, determined on the basis of the Transfer Restricted Securities being
sold rather than registered under such Shelf Registration Statement.

     (d)     NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first class mail
(registered or certified, return receipt requested), telecopy, facsimile
transmission, or air courier guaranteeing overnight delivery:

         (i) if to a Holder, at the address set forth on the records of the
         registrar under the Indenture or the transfer agent of the Common
         Stock, as the case may be;

         (ii) if to the Company, at its address set forth in the Purchase
         Agreement; and

         (iii) if to the Initial Purchaser, at the address set forth in the
         Purchase Agreement.

     All such notices and communications shall be deemed to have been duly
     given: at the time delivered by hand, if personally delivered; five (5)
     Business Days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telecopied; when receipt

                                       18
<PAGE>

     acknowledged, if transmitted by facsimile; and on the next Business Day, if
     timely delivered to an air courier guaranteeing overnight delivery.

     Any party hereto may change the address for receipt of communications by
     giving written notice to the others.

     (e)     SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities. The Company hereby agrees
to extend the benefit of this Agreement to any Holder and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

     (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)     NOTES HELD BY THE COMPANY OR THEIR AFFILIATES. Whenever the consent
or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Company or its Affiliates (other than subsequent Holders if such subsequent
Holders are deemed to be Affiliates solely by reason of their holding of such
Notes) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.

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

     (i)     GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

     (j)     SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby, it being intended that all of
the rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.

     (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 undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                                       19
<PAGE>

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

                                OMI CORPORATION

                                By:  /s/ Fredric S. London
                                   ---------------------------------------------
                                Name:  Fredric S. London
                                Title: Senior Vice President, Secretary and
                                       General Counsel



                                JEFFERIES & COMPANY, INC.

                                By:  /s/ John W. Sinders
                                   ---------------------------------------------
                                Name:  John W. Sinders
                                Title: Managing Director












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