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                                                                     Exhibit 4.3

                                  SEITEL, INC.

                                    FORM OF
                          REGISTRATION RIGHTS AGREEMENT






                        Dated as of ______________, 2004

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                          REGISTRATION RIGHTS AGREEMENT

              This REGISTRATION RIGHTS AGREEMENT is dated* as of _____________,
2004, by and between Seitel, Inc, a Delaware corporation (the "Company"), Mellon
HBV Alternative Strategies LLC ("HBV"), a Delaware limited liability company,
acting on behalf of itself and certain affiliated funds and accounts managed by
it whose names are set forth on Schedule 1 hereto (collectively referred to
herein as the "HBV Investors"), and such other entities which are identified to
the Company by HBV in writing in an amended and supplemented Schedule 1
delivered at least three days but not more than seven days prior to the Guaranty
Performance Date (as defined in the Plan) pursuant to that certain Standby
Purchase Agreement dated [_______], 2004, and which are signatories and parties
hereto (each sometimes referred to herein as an "Investor", or collectively with
HBV, as the "Investors").

              WHEREAS, in connection with and pursuant to the Third Amended
Joint Plan Of Reorganization of Seitel, Inc, dated February __, 2004, as
heretofore supplemented and amended (the "Plan"), the Company has distributed to
its equity holders as of the Ledger Closing Date (as defined in the Plan)
warrants (the "Warrants") representing the right to purchase [_______] shares of
reorganized common stock (the "Offered Shares") of the Company, at an aggregate
exercise price of $75 million; and

              WHEREAS, in connection with and pursuant to the Plan, and pursuant
to the Standby Funding Commitment Letter entered into by and between the Company
and the HBV Investors, dated as of [____________], 2004, and the Standby
Purchase Agreement, dated as of [______________], 2004, by and between the
Company and the HBV Investors, and each subscription agreement by and between
the Company and each of the other Investors, the Investors have agreed and
committed to purchase all of the Offered Shares, not purchased as a result of
the exercise of all of the Stockholder Warrants, subject to the terms and
conditions, set forth therein; and

              WHEREAS, in connection with and pursuant to the Amended Plan, the
Company has agreed with the Investors to provide certain rights as set forth
herein.

              NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

              1. Demand Registrations.

              (a) Demand Registrations. During the Effective Period, one or more
Initiating Holders owning, individually or in the aggregate, at least 10% of the
Common Stock comprising the Registrable Securities may request in writing, with
a copy of such request delivered simultaneously to each non-Initiating Holder,
that the Company file a Registration Statement under the Securities Act ("Demand
Registration") covering the registration of at least 10% of the Registrable
Securities and the intended plan and method of disposition of such shares. The

________________
* Effective Date of Plan of Reorganization.

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making of such demand by an Initiating Holder shall be binding upon all
Investors with respect to the number of demand registration rights provided for
in Section 1(c) hereof. After the date on which the Company receives such a
request, the Company shall use reasonable best efforts (i) to file a
Registration Statement under the Securities Act on the appropriate form therefor
(using Form S-3 or other "short form," if available pursuant to the advice of
counsel) covering all of the Registrable Securities specified by the Initiating
Holders within 45 days after the date of such request; provided, however, that
such 45 day period shall be extended by the number of days having elapsed from
the time the Company furnishes to the Initiating Holders a reasonably complete
draft of the proposed Registration Statement to be filed, and the date on which
a majority of the Registrable Securities to which the proposed Registration
Statement relates notifies the Company that such draft is acceptable to such
Initiating Holders insofar as the draft of the proposed Registration Statement
contains information that relates to them and the intended method or methods of
distribution as furnished by them to the Company and (ii) to cause such
Registration Statement to be declared effective as quickly as reasonably
possible after the filing referenced in clause (i) above. The Company will keep
the Demand Registration current and effective for at least 120 days (such 120
day period to be calculated without regard to any Deferral Period), or a shorter
period during which the holders of such demand shall have sold all Registrable
Securities covered by the Demand Registration.

              (b)  Demand Withdrawal. If an Initiating Holder makes a demand to
register pursuant to Section 1(a) and later determines, prior to the
Registration Statement being declared effective by the Commission, not to sell
Registrable Securities pursuant to such registration, the Company shall cease
all efforts to register the offer and sale of such holder's Registrable
Securities and shall take all action necessary to prevent the effectiveness for
any pending registration prepared in connection with the withdrawn request, and
such holder's Demand Registration shall be reinstated as if never exercised;
provided, however, that such Initiating Holder withdrawing such demand shall pay
in full to the Company, within 10 days after presentation of an invoice by the
Company therefor, of all reasonably documented costs and expenses incurred by
the Company in connection with such withdrawn demand registration, including,
but not limited to, Registration Expenses, unless the withdrawal is a result of
a breach by the Company of its obligations under this Agreement or action by the
Company under Section 1(d).

              (c)  Two Demands. The Investors and their permitted transferees
and assigns collectively as a group shall be entitled in the aggregate to make
no more than two Demand Registrations pursuant to Section 1(a), and the making
of an appropriate Demand under Section 1(a) by any one Investor, subject to
Section 1(b), shall be binding upon all Investors for the purpose of determining
the number of Demand Registration rights provided for in this Section 1(c).

              (d)  Company Rights. Notwithstanding the provisions of Section
1(a), if the Company is requested to file any Demand Registration:

                   (i)   The Company shall have the right to defer the
              filing of a Registration Statement relating to a Demand
              Registration until the earlier of (x) the 90-day-period following
              the effective date of any other Registration Statement pertaining
              to an underwritten public offering of securities for the account
              of the

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              Company or for the account of selling security holders of the
              Company or (y) the date as such distribution shall be completed;
              or

                   (ii)  The Company shall have the right to defer the filing
              after receipt of the Initiating Holders' request or if a
              Registration Statement pertaining to any Demand Registration has
              already been filed, the Company may cause the Registration
              Statement to be withdrawn and its effectiveness to be terminated,
              or may postpone amending or supplementing the Registration
              Statement, until the Board of Directors determines that the
              circumstances requiring the withdrawal or postponement no longer
              exist, if, in the judgment of the Company, (i) it is advisable to
              suspend use of the Prospectus for a period of time due to pending
              material corporate developments or similar material events that
              have not yet been publicly disclosed and as to which the Company
              believes public disclosure will be prejudicial to the Company or
              (iii) the Board of Directors of the Company determines in good
              faith that there is a valid business purpose or reason for
              delaying such filing or effectiveness. The Company shall deliver a
              certificate in writing, signed by its Chief Executive Officer,
              Chief Financial Officer or General Counsel, to the holders of
              Registrable Securities, the Special Counsel and the Managing
              Underwriters, if any, to the effect of the foregoing and, upon
              receipt of such certificate, each such holder's Selling Period
              will not commence until such holder's receipt of copies of a
              supplemented or amended Prospectus, or until it is advised in
              writing by the Company that the Prospectus may be used, and has
              received copies of any additional or supplemental filings that are
              incorporated or deemed incorporated by reference in such
              Prospectus. The Company will use reasonable best efforts to ensure
              that the use of the Prospectus may be resumed, and the Selling
              Period will recommence, upon the earlier of (x) public disclosure
              of such pending material corporate development or similar material
              event or (y) a determination by the Company that, in the judgment
              of the Company, public disclosure of such material corporate
              development or similar material event would not be prejudicial to
              the Company. Notwithstanding the foregoing, the Company shall not
              under any circumstances be entitled to exercise its right under
              this Section 1(d)(ii) to defer the commencement of a Selling
              Period more than ninety (90) days during any twelve (12)-month
              period.

              (e)  Demand Effectiveness. A Demand Registration shall not count
as such until a Registration Statement becomes effective; provided, that if,
after it has become effective, the offering pursuant to the Registration
Statement is interfered with by any stop order injunction or other order or
requirement of the SEC or any other governmental authority, such registration
shall be deemed not to have been effected unless such stop order, injunction or
other order shall subsequently have been vacated or otherwise removed within 60
days of the imposition thereof.

              (f)  Selection of Underwriter. The Initiating Holders shall
select the underwriter or underwriters (including Managing Underwriter) of any
offering pursuant to a Demand Registration, subject to the approval of the
Company, which approval shall not be unreasonably withheld (e.g., taking account
of the terms and conditions contained in the underwriting agreement).

                                      -3-

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              (g) Registration Expenses. The Company will pay all lawful
Registration Expenses incurred in connection with any Demand Registration that
is not subsequently withdrawn under Section 1(b) (including, without limitation,
the cost of one special counsel which shall be selected by the Initiating
Holders).

              (h) Registration Statement Form. Demand Registrations shall be on
such appropriate registration form promulgated by the Commission as shall be
selected by the Company, and shall be reasonably acceptable to the holders of a
majority of the Registrable Securities to which such registration relates, and
shall permit the disposition of such Registrable Securities in accordance with
the intended method or methods specified in their request for such registration.
Anything to the contrary notwithstanding provided in Sections 1(a) and 2(a)
hereof, the time within which a Demand Registration Statement is otherwise to be
filed following receipt of a demand by the Initiating Holders shall be extended
by the number of days having elapsed from the time the Company furnishes to the
Initiating Holders a reasonably complete draft of the proposed Registration
Statement to be filed, and the date on which a majority of the Registrable
Securities to which the proposed Registration Statement relates notifies the
Company that such draft is acceptable to such Initiating Holders insofar as the
draft of the proposed Registration Statement contains information that relates
to them and the intended method or methods of distribution as furnished by them
to the Company.

              (i) Priority in Cutback Registrations. If a Demand Registration
becomes a Cutback Registration, the Company will include in any such
registration to the extent of the number which the Managing Underwriter advises
the Company can be sold in such offering (i) first, Registrable Securities
requested to be included in such registration by the Initiating Holders, pro
rata on the basis of the number of Registrable Securities requested to be
included by such holders, and (ii) second, other Registrable Securities
requested to be included in such registration by the other Requesting Holders,
pro rata on the basis of the number of Registrable Securities requested as to be
included by such holders, and (iii) third, other securities of the Company
proposed to be included in such registration, allocated among the holders
thereof in accordance with the priorities then existing among the Company and
the holders of such other securities; and any securities so excluded shall be
withdrawn from and shall not be included in such Demand Registration.

               2.  Shelf Registration.

              (a)  Shelf Registration. On or after the 90th day on which the
Company becomes eligible to effect a Registration Statement on Form S-3 (or any
successor form), and provided that two Demands provided for in Section 1(c)
hereof have not previously been made, within (60) days after receipt by the
Company of a written request by an Initiating Holder or Holders of not less than
ten percent (10%) of the common stock comprising the Registrable Securities, the
Company shall prepare and file with the SEC a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 of the Securities
Act (a "Shelf Registration"), registering the resale from time to time by the
holders of all of the Registrable Securities (the "Initial Shelf Registration").
Such request shall constitute a Demand Registration request for the purposes of
Section 1(c) hereof. The Registration Statement for any Shelf Registration shall
be on Form S-3 or another available form permitting registration of such
Registrable Securities for resale by such holders in the manner or manners
designated by them.

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Subject to the provisions of Section 1(d)(ii) and 2(b) hereof, the Company shall
keep the Shelf Registration continuously effective for a period ending on the
earlier of (i) the date that is the two-year anniversary of the date upon which
such registration statement is declared effective by the Commission, (ii) the
date such Registrable Securities have been disposed of pursuant to an effective
registration statement, (iii) the date such Registrable Securities have been
disposed of (A) pursuant to and in accordance with Rule 144 (or any similar
provision then in force), or (B) pursuant to another exemption from the
registration requirements of the Securities Act pursuant to which the
Registrable Securities are thereafter freely transferable without restriction
under the Securities Act, (iv) the date such Registrable Securities may be
disposed of pursuant to Rule 144 (or any similar provision then in force) within
the volume limitations thereunder within a ninety (90) day period or pursuant to
Rule 144(k) (or any similar provision then in force) under the Securities Act,
or (v) the date such Registrable Securities cease to be outstanding.

              (b)  Suspension of Effectiveness. If the Shelf Registration or any
Subsequent Shelf Registration (as defined below) ceases to be effective for any
reason at any time during the Effective Period (other than because all
Registrable Securities shall have been sold, shall have ceased to be Registrable
Securities or may otherwise become eligible to be disposed of pursuant to Rule
144(k) (or any similar provision then in force) under the Securities Act), the
Company shall use reasonable best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall, as soon as
reasonably practicable, amend the Shelf Registration in a manner reasonably
expected to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration covering all of the
Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent
Shelf Registration is filed, the Company shall use reasonable best efforts to
cause the Subsequent Shelf Registration to become effective as promptly as is
practicable after such filing and to keep such Registration Statement
continuously effective as provided in Section 2(a) with respect to an Initial
Shelf Registration.

              (c)  Supplements and Amendments. The Company shall supplement and
amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by any holder of the Registrable Securities covered by such
Registration Statement or by any Managing Underwriter of such Registrable
Securities. Such supplement or amendment shall be at the expense of any holder
of Registrable Securities making such request if the request has been made by
the holder to correct any misstatement of a material fact in the Shelf
Registration made by such holder or omission made by such holder to state a
material fact necessary to be stated in order to make any statements contained
in the Shelf Registration not misleading as pertains to such holder.

              (d)  Shelf Registration Procedures. Each holder of Registrable
Securities agrees that if it wishes to sell any Registrable Securities pursuant
to a Shelf Registration and related Prospectus, it will do so only in accordance
with this Section 2. Each holder of Registrable Securities agrees to give
written notice to the Company at least six (6) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration,
which notice shall specify the date on which such holder intends to begin such
distribution and any information with respect to such holder and the intended
distribution of Registrable Securities by such holder required to amend or
supplement the Registration Statement with respect to such intended distribution
of Registrable Securities by such holder; provided, that no holder may give

                                      -5-

<PAGE>

such notice unless such notice, together with notices given by other holders of
Registrable Securities joining in such notice or giving similar notices, covers
at least ten percent (10%) of the Registrable Securities. As promptly as is
practicable after the date such notice is provided, and in any event within five
(5) Business Days after such date, the Company shall either:

              (i)  (A) prepare and file with the SEC a post-effective amendment
              to the Shelf Registration or a supplement to the related
              Prospectus or a supplement or amendment to any document
              incorporated therein by reference or any other required document,
              so that 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 so that, as thereafter delivered to
              purchasers of the Registrable Securities being sold thereunder,
              such Prospectus 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, in
              light of the circumstances under which they were made, not
              misleading; (B) provide each Initiating Holder a copy of any
              documents filed pursuant to Section 2(d)(i)(A); and (C) inform
              each Initiating Holder that the Company has complied with its
              obligations in Section 2(d)(i)(A) and that the Registration
              Statement and related Prospectus may be used for the purpose of
              selling all or any of such Registrable Securities (or that, if the
              Company has filed a post-effective amendment to the Shelf
              Registration which has not yet been declared effective, the
              Company will notify each Initiating Holder to that effect, will
              use reasonable best efforts to secure the effectiveness of such
              post-effective amendment and will immediately so notify each
              Initiating Holder when the amendment has become effective); each
              Initiating Holder will sell all or any of such Registrable
              Securities pursuant to the Shelf Registration and related
              Prospectus only during the sixty (60) day period in the case of
              registration on Form S-3, or the ninety (90) day period in the
              case of registration on any other form available for registration,
              commencing with the date on which the Company gives notice (such
              sixty (60) or ninety (90) day period, as the case may be, to be
              calculated without regard to any Deferral Period), pursuant to
              Section 2(d)(i)(C), that the Registration Statement and Prospectus
              may be used for such purpose; each Initiating Holder agrees that
              it will not sell any Registrable Securities pursuant to such
              Registration Statement or Prospectus after such Selling Period
              without giving a new notice of intention to sell pursuant to
              Section 2(d) hereof and receiving a further notice from the
              Company pursuant to Section 2(d)(i)(C) hereof; or

              (ii) if, in the judgment of the Company, it is advisable to
              suspend use of the Prospectus for a period of time due to pending
              material corporate developments or similar material events that
              have not yet been publicly disclosed and as to which the Company
              believes public disclosure will be prejudicial to the Company, the
              Company shall deliver a certificate in writing, signed by its
              Chief Executive Officer and Chief Financial Officer, to the
              Initiating Holders, the Special Counsel and the Managing
              Underwriters, if any, to the effect of the foregoing and, upon
              receipt of such certificate, each such Initiating Holder's Selling
              Period will not commence until such Initiating Holder's receipt of
              copies

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<PAGE>

              of the supplemented or amended Prospectus provided for in Section
              2(d)(i)(A) hereof, or until it is advised in writing by the
              Company that the Prospectus may be used, and has received copies
              of any additional or supplemental filings that are incorporated or
              deemed incorporated by reference in such Prospectus. The Company
              will use its reasonable best efforts to ensure that the use of the
              Prospectus may be resumed, and the Selling Period will commence,
              upon the earlier of (x) public disclosure of such pending material
              corporate development or similar material event or (y) a
              determination by the Company that, in the judgment of the Company,
              public disclosure of such material corporate development or
              similar material event would not be prejudicial to the Company.

              (e)  Registration Expenses. Subject to Section 1(b) hereof, the
Company will pay all Registration Expenses incurred in connection with any Shelf
Registration (including, without limitation, the reasonable cost of one special
counsel).

              3.   Preemption of Demand or Shelf Registrations.

              Notwithstanding anything to the contrary contained herein, at any
time within twenty (20) days after receiving a written request for a Demand
Registration or Shelf Registration, the Company may elect to effect an
underwritten primary registration in lieu of the requested registration if the
Company's Board of Directors believes that such primary registration would be in
the best interests of the Company or if the Managing Underwriter for the
requested registration advises the Company in writing that in its opinion, in
order to sell the Registrable Securities to be sold, the Company should include
its own securities. If the Company so elects to effect a primary registration,
the Company shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration and shall afford the
holders of the Registrable Securities rights contained in Section 4 with respect
to Piggyback Registrations. In the event that the Company so elects to effect a
primary registration after receiving a request for a requested registration, the
requests for such a registration shall be deemed to have been withdrawn and such
primary registration shall not be deemed to be an Effective Registration.

              4.   Piggyback Registrations.

              (a)  Right to Include Registrable Securities. Notwithstanding any
limitation contained in Section 1 and Section 2, if the Company at any time
proposes after the date hereof to effect a Piggyback Registration, including in
accordance with Section 3, it will each such time give prompt written notice (a
"Notice of Piggyback Registration") at least twenty (20) days prior to the
anticipated filing date, to all holders of Registrable Securities of its
intention to do so and of such holders' rights under this Section 4, which
Notice of Piggyback Registration shall include a description of the intended
method of disposition of such securities. Upon the written request of any such
holder made within 15 days after receipt of a Notice of Piggyback Registration
(which request shall specify the Registrable Securities intended to be disposed
of by such holder and the intended method of disposition thereof), the Company
will, subject to the other provisions of this Agreement, include in the
registration statement relating to such Piggyback Registration all Registrable
Securities which the Company has been so requested to register, all to the
extent requisite to permit the disposition of such Registrable Securities in
accordance with the intended method of disposition set forth in the Notice of
Piggyback Registration.

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<PAGE>

Notwithstanding the foregoing, if, at any time after giving a Notice of
Piggyback Registration and prior to the effective date of the registration
statement filed in connection with such registration, 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 of Registrable Securities and, thereupon, (i) in
the case of a determination not to register, shall be relieved of its obligation
to register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses in connection
therewith) without prejudice, however, to the rights of any Requesting Holder
entitled to do so to request that such registration be effected as a Demand
Registration under Section 1 or a Shelf Registration under Section 2, as
applicable, and (ii) in the case of a determination to delay registering, shall
be permitted to delay registering any Registrable Securities for the same period
as the delay in registering such other securities. No registration effected
under this Section 4 shall relieve the Company of its obligations to effect a
registration under Section 1 or Section 2.

          (b)  Registration Expenses. All Registration Expenses incurred in
connection with any Piggyback Registration shall be allocated among all Persons
(including the Company if it sells shares) on whose behalf securities of the
Company are included in such registration, pro rata on the basis of the
respective amounts of the securities then being registered on their behalf.

          (c)  Priority in Cutback Registrations. If a Piggyback Registration
becomes a Cutback Registration, the Company will include in such registration to
the extent of the amount of the securities which the Managing Underwriter
advises the Company can be sold in such offering:

          (i)  if such registration as initially proposed by the Company was
     solely a primary registration of its securities, (A) first, the securities
     proposed by the Company to be sold for its own account, (B) second, any
     Registrable Securities requested to be included in such registration by
     Requesting Holders, pro rata on the basis of the number of Registrable
     Securities requested to be included by such holders, and (C) third, any
     other securities of the Company proposed to be included in such
     registration, allocated among the holders thereof in accordance with the
     priorities then existing among the Company and such holders pro rata; and

          (ii) if such registration as initially proposed by the Company was in
     whole or in part requested by holders of securities of the Company, other
     than holders of Registrable Securities in their capacities as such,
     pursuant to demand registration rights, (A) first, such securities held by
     the holders initiating such registration and, if applicable, any securities
     proposed by the Company to be sold for its own account, allocated in
     accordance with the priorities then existing among the Company and such
     holders, (B) second, any Registrable Securities requested to be included in
     such registration by Requesting Holders, pro rata on the basis of the
     number of Registrable Securities requested to be included by such holders,
     and (C) third, any other securities of the Company proposed to be included
     in such registration, allocated among the holders thereof in accordance
     with the priorities then existing among the Company and the holders of such
     other securities;

                                      -8-

<PAGE>

and any securities so excluded shall be withdrawn from and shall not be included
in such Piggyback Registration.

          5.  Demand and Piggyback Registration Procedures. If and whenever the
Company is required to effect the registration of any Registrable Securities
under the Securities Act pursuant to Section 1 and Section 4 of this Agreement,
the Company will use its reasonable best efforts to effect the registration of
such Registrable Securities. Without limiting the foregoing, the Company in each
such case will, as expeditiously as possible, use its reasonable best efforts:

          (a) to prepare and file with the Commission (in the case of a Demand
     Registration, not later than forty five (45) days after the Company's
     receipt of the request therefor from the Initiating Holders or as soon
     thereafter as possible) the requisite registration statement to effect such
     registration and to cause such registration statement to become effective;
     provided, that as far in advance as practical before filing such
     registration statement or any amendment thereto, the Company will furnish
     to the Requesting Holders copies of reasonably complete drafts of all such
     documents proposed to be filed (including exhibits), and any such holder
     shall have the opportunity to object to any information pertaining solely
     to such holder that is contained therein, and the Company will make the
     corrections reasonably requested by such holder with respect to such
     information prior to filing any such registration statement or amendment;

          (b) prepare and file with the Commission such amendments and
     supplements to such registration statement and any prospectus used in
     connection therewith as may be necessary to maintain the effectiveness of
     such registration statement during the period of time during which such
     registration statement is to remain effective as provided in this Agreement
     and to comply with the provisions of the Securities Act with respect to the
     disposition of all Registrable Securities covered by such registration
     statement, in accordance with the intended methods of disposition thereof,
     until the earlier of (i) such time as all of such securities have been
     disposed of in accordance with the intended methods of disposition by the
     seller or sellers thereof set forth in such registration statement and (ii)
     ninety (90) days after such registration statement becomes effective;

          (c) promptly notify each Requesting Holder and the underwriter or
     underwriters, if any:

               (i)   when such registration statement or any prospectus used in
          connection therewith, or any amendment or supplement thereto, has been
          filed and, with respect to such registration statement or any
          post-effective amendment thereto, when the same has become effective;

               (ii)  of any written comments from the Commission with respect to
          any filing referred to in clause (i) and of any written request by the
          Commission for amendments or supplements to such registration
          statement or prospectus;

               (iii) of the notification to the Company by the Commission of its
          initiation of any proceeding with respect to the issuance by the
          Commission of, or

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<PAGE>

          of the issuance by the Commission of, any stop order suspending the
          effectiveness of such registration statement; and

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of any Registrable
          Securities for sale under the applicable securities or blue sky laws
          of any jurisdiction;

          (d)  furnish to each seller of Registrable Securities covered by such
     registration statement such number of conformed copies of such registration
     statement and of each amendment and supplement thereto (in each case
     including all exhibits and documents incorporated by reference), such
     number of copies of the prospectus contained in such registration statement
     (including each preliminary prospectus and any summary prospectus) and any
     other prospectus filed under Rule 424 promulgated under the Securities Act
     relating to such holder's Registrable Securities, and such other documents,
     as such seller may reasonably request to facilitate the disposition of its
     Registrable Securities;

          (e)  to register or qualify all Registrable Securities covered by such
     registration statement under such other securities or blue sky laws of such
     jurisdictions as each holder thereof shall reasonably request, to keep such
     registration or qualification in effect for so long as such registration
     statement remains in effect, and take any other action which may be
     reasonably necessary or advisable to enable such holder to consummate the
     disposition in such jurisdictions of the Registrable Securities owned by
     such holder, except that the Company shall not for any such purpose be
     required (i) to qualify generally to do business as a foreign corporation
     in any jurisdiction wherein it would not but for the requirements of this
     paragraph (e) be obligated to be so qualified, (ii) to subject itself to
     taxation in any such jurisdiction or (iii) to consent to general service of
     process in any jurisdiction;

          (f)  use its reasonable best efforts to cause all Registrable
     Securities covered by such registration statement to be registered with or
     approved by such other governmental agencies or authorities as may be
     necessary to enable each holder thereof to consummate the disposition of
     such Registrable Securities;

          (g)  furnish to each Requesting Holder a signed counterpart, addressed
     to such holder (and the underwriters, if any), of

               (i)  an opinion of counsel for the Company, dated the effective
          date of such registration statement (or, if such registration includes
          an underwritten Public Offering, dated the date of any closing under
          the underwriting agreement), reasonably satisfactory in form and
          substance to such holder, and

               (ii) if received by the Company, a "comfort" letter, dated the
          effective date of such registration statement (and, if such
          registration includes an underwritten Public Offering, dated the date
          of any closing under the underwriting agreement), signed by the
          independent public accountants who have issued an

                                      -10-

<PAGE>

          opinion with respect to the Company's financial statements included in
          such registration statement,

     in each case covering substantially the same matters with respect to such
     registration statement (and the prospectus included therein) and, in the
     case of the accountants' letter, with respect to events subsequent to the
     date of such financial statements, as are customarily covered in opinions
     of issuer's counsel and in accountants' letters delivered to the
     underwriters in underwritten Public Offerings of securities; provided,
     however, (x) the opinion of counsel to the Company shall be limited as to
     subject matter, form and scope to

          (i)  a negative assurance opinion that such counsel has participated
               in conferences with officers and other representatives of the
               Company, representatives of the independent public or certified
               public accountants for the Company and with representatives of
               the underwriters, if any, at which the contents of the
               registration statement were discussed and, although such counsel
               will neither pass upon nor assume any responsibility for, the
               accuracy, completeness or fairness of the statements contained or
               incorporated by reference in the registration statement or the
               prospectus, and any supplements or amendments thereto, and have
               not made any independent check or verification thereof, during
               the course of such participation nothing has come to such
               counsel's attention which would lead them to believe that either
               the registration, at the time the registration statement became
               effective or as of the date of their opinion, contained or
               contains an untrue statement of a material fact or omitted or
               omits to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading or that
               the prospectus, as of its issue date or as of the date of their
               opinion, contained an untrue statement of a material fact or
               omitted to state a material fact necessary to make the statements
               therein, in the light of the circumstances under which they were
               made, not misleading (it being understood that such counsel will
               express no belief as to the financial statements, schedules and
               other financial and statistical data, included or incorporated by
               reference in the registration statement or the prospectus or any
               amendments or supplements thereto;

          (ii) opining that the registration statement and the prospectus, and
               each amendment or supplement thereto (other than (i) the
               financial statements, notes or schedules thereto and (ii) other
               financial and statistical information included or incorporated by
               reference in the registrations statement or the prospectus or
               omitted therefrom) as of their respective effective or issue
               dates, appeared on their face to comply as to form in all
               material respects with the requirements for registration
               statements on the Form under which the registration statement was
               filed under the Securities Act and the Exchange Act and the rules
               and regulations of the Commission thereunder; and

                                      -11-

<PAGE>

          (iii) opining that the registration statement has been declared
                effective by the Commission under the Securities Act and to the
                knowledge of such counsel, no stop order suspending the
                effectiveness of the registration statement has been issued
                under the Securities Act and no proceedings for such purpose
                have been instituted or are pending or are contemplated or
                threatened by the Commission,

     and (y) all other matters pertaining to the Company and the registration
     statement as customarily covered in opinions of issuer's counsel shall be
     the subject of a separate opinion of the General Counsel to the Company.

          (h) notify, in writing, each holder of Registrable Securities covered
     by such registration statement, at any time when a prospectus relating
     thereto is required to be delivered under the Securities Act, of the
     happening of any event as a result of which any prospectus included in such
     registration statement, as then in effect, includes an untrue statement of
     a material fact or omits to state any material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading (which notice
     shall include a certificate of the Chief Executive Officer or President of
     the Company as to the nature of such event), and at the request of any such
     holder promptly prepare and furnish to such holder a reasonable number of
     copies of a supplement to or an amendment of such prospectus as may be
     necessary so that, as thereafter delivered to the purchasers of such
     securities, such prospectus shall not include an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (i) otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the Commission, and make available to
     its securityholders, if required, as soon as reasonably practicable, an
     earnings statement covering the period of at least twelve (12) months, but
     not more than eighteen (18) months, beginning with the first full calendar
     month after the effective date of such registration statement, which
     earnings statement shall satisfy the provisions of Section 11(a) of the
     Securities Act and Rule 158 promulgated thereunder;

          (j) make available for inspection by any underwriter participating in
     any disposition pursuant to such registration statement and any attorney,
     accountant or other agent retained by any such underwriter (collectively,
     the "Inspectors"), all financial and other records, pertinent corporate
     documents and properties of the Company (collectively, the "Records") as
     shall be reasonably necessary to enable them to exercise their due
     diligence responsibility, and cause the Company's officers, directors and
     employees to supply all information reasonably requested by any such
     Inspector in connection with such registration statement. Records which the
     Company determines, in good faith, to be confidential and which it notifies
     the Inspectors are confidential shall not be disclosed by the Inspectors
     unless (i) the disclosure of such Records is necessary to avoid or correct
     a misstatement or omission in the registration statement, (ii) the release
     of such Records is ordered pursuant to a subpoena or other order from a
     court of competent jurisdiction or (iii) the information in such Records
     has been made generally

                                      -12-

<PAGE>

     available to the public. The seller of Registrable Securities agrees by
     acquisition of such Registrable Securities that it will, upon learning that
     disclosure of such Records is sought in a court of competent jurisdiction,
     give notice to the Company and allow the Company, at the Company's expense,
     to undertake appropriate action to prevent disclosure of the Records deemed
     confidential;

          (k) provide a transfer agent and registrar for all Registrable
     Securities covered by such registration statement not later than the
     effective date of such registration statement; and

          (l) use its reasonable best efforts to cause all Registrable
     Securities covered by such registration statement to be listed, upon
     official notice of issuance, on any securities exchange on which any of the
     securities of the same class as the Registrable Securities are then listed.

          The Company may require each holder of Registrable Securities as to
which any registration is being effected to, and each such holder, as a
condition to including Registrable Securities in such registration, shall,
furnish the Company with such information and affidavits regarding such holder
and the distribution of such securities as the Company may from time to time
reasonably request in writing in connection with such registration. Any delay in
providing such requested information shall toll the time periods provided for in
this Agreement for the filing of any registration statement provided for in this
Agreement.

          Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in paragraph (h), such holder will
forthwith discontinue such holder's disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such holder's receipt of the copies of the supplemented or amended
prospectus contemplated by paragraph (h) and, if so directed by the Company,
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 prospectus
relating to such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period referred
to in paragraph (b) shall be extended by a number of days equal to the number of
days during the period from and including the giving of notice pursuant to
paragraph (h) and to and including the date when each holder of any Registrable
Securities covered by such registration statement shall receive the copies of
the supplemented or amended prospectus contemplated by paragraph (h).

          6.  Underwritten Offerings.

          (a) Underwritten Requested Offerings. In the case of any underwritten
Public Offering being effected pursuant to Demand or Shelf Registrations,
subject to Section 1(f), the Managing Underwriter and any other underwriter or
underwriters with respect to such offering shall be selected, after consultation
with the holders of the Registrable Securities to be included in such
underwritten offering, by the Company with the consent of the holders of a
majority of the Registrable Securities to be included in such underwritten
offering, which consent shall not be unreasonably withheld. The Company shall
not be required to consult with the holders of Registrable Securities with
respect to an underwritten primary public offering of any securities of

                                      -13-

<PAGE>

the Company. The Company shall enter into an underwriting agreement in customary
form with such underwriter or underwriters, which shall include, among other
provisions, indemnities and reciprocal indemnities to the effect and to the
extent provided in Section 6. The holders of Registrable Securities to be
distributed by such underwriters shall be parties to such underwriting agreement
and may, at their option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters also be made to and for their benefit and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement also be conditions precedent to their
obligations. No holder of Registrable Securities shall be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
holder and its ownership of the securities being registered on its behalf and
such holder's intended method of distribution and any other representation
required by law. No Requesting Holder may participate in such underwritten
offering unless such holder agrees to sell its Registrable Securities on the
basis provided in such underwriting agreement and completes and executes all
questionnaires, powers of attorney, indemnities and other documents reasonably
required under the terms of such underwriting agreement. If any Requesting
Holder disapproves of the terms of an underwriting, such holder may elect to
withdraw therefrom and from such registration by notice to the Company and the
Managing Underwriter, and each of the remaining Requesting Holders shall be
entitled to increase the number of Registrable Securities being registered to
the extent of the Registrable Securities so withdrawn in the proportion which
the number of Registrable Securities being registered by such remaining
Requesting Holder bears to the total number of Registrable Securities being
registered by all such remaining Requesting Holders.

          (b) Underwritten Piggyback Offerings. If the Company at any time
proposes to register any of its securities in a Piggyback Registration and such
securities are to be distributed by or through one or more underwriters, the
Company will, subject to the provisions of Section 1(i) and Section 4(c), use
its reasonable best efforts, if requested by any holder of Registrable
Securities, to arrange for such underwriters to include the Registrable
Securities to be offered and sold by such holder among the securities to be
distributed by such underwriters, and such holders shall be obligated to sell
their Registrable Securities in such Piggyback Registration through such
underwriters on the same terms and conditions as apply to the other Company
securities to be sold by such underwriters in connection with such Piggyback
Registration. The holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement between the Company
and such underwriter or underwriters and may, at their option, require that any
or all of the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters also be made to
and for their benefit and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be
conditions precedent to their obligations. No holder of Registrable Securities
shall be required to make any representations or warranties to or agreements
with the Company or the underwriters other than representations, warranties or
agreements regarding such holder and its ownership of the securities being
registered on its behalf and such holder's intended method of distribution and
any other representation required by law. No Requesting Holder may participate
in such underwritten offering unless such holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting

                                      -14-

<PAGE>

agreement. If any Requesting Holder disapproves of the terms of an underwriting,
such holder may elect to withdraw therefrom and from such registration by notice
to the Company and the Managing Underwriter, and each of the remaining
Requesting Holders shall be entitled to increase the number of Registrable
Securities being registered to the extent of the Registrable Securities so
withdrawn in the proportion which the number of Registrable Securities being
registered by such remaining Requesting Holder bears to the total number of
Registrable Securities being registered by all such remaining Requesting
Holders.

                  7.  Holdback Agreements.

                  (a) By the Holders of Registrable Securities. If and to the
extent requested by the Managing Underwriter (or, in the case of a
non-underwritten Public Offering, the Company), each holder of Registrable
Securities, by acquisition of such Registrable Securities, agrees , to the
extent permitted by law, not to effect any public sale or distribution
(including a sale under Rule 144) of such securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
thirty (30) days prior to and the ninety (90) days after the effective date of
any registration statement filed by the Company in connection with a Public
Offering (or for such longer period of time as is sufficient and appropriate, in
the opinion of the Managing Underwriter (or, in the case of a non-underwritten
Public Offering, the Company), in order to complete the sale and distribution of
the securities included in such registration), except as part of such
registration statement, whether or not such holder participates in such
registration.

                  (b) By the Company and Other Securityholders. If and to the
extent requested by the Managing Underwriter, the Company agrees (i) not to
effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for such securities,
during the thirty (30) days prior to and the ninety (90) days after the
effective date of the registration statement filed in connection with an
underwritten offering made pursuant to a Demand Registration or a Shelf
Registration or a Piggyback Registration (or for such longer period of time as
is sufficient and appropriate, in the opinion of the Managing Underwriter, in
order to complete the sale and distribution of the securities included in such
registration), except as part of such underwritten registration and except
pursuant to registrations on Form S-4 or Form S-8 promulgated by the Commission
or any successor or similar forms thereto, and (ii) to cause each holder of its
equity securities, or of any securities convertible into or exchangeable or
exercisable for such securities, in each case purchased from the Company at any
time after the date of this Agreement (other than in a Public Offering), to
agree, to the extent permitted by law, not to effect any such public sale or
distribution of such securities (including a sale under Rule 144), during such
period, except as part of such underwritten registration.

                  (c) Exception. The foregoing provisions shall not apply to any
holder of securities of the Company to the extent such holder is prohibited by
applicable law from agreeing to withhold from sale or to the extent such holder
is acting in its capacity as a fiduciary or an investment adviser. Without
limiting the scope of the term "fiduciary", a holder shall be deemed to be
acting as a fiduciary or an investment adviser if its actions or the shares
proposed to be sold are subject to the Employee Retirement Income Security Act,
the Investment Company Act of 1940 or the Investment Advisers Act of 1940 or if
such shares are held in a separate account under applicable insurance law or
regulation.

                                      -15-

<PAGE>

                  8.  Indemnification.

                  (a) Indemnification by the Company. The Company shall, to the
full extent permitted by law, indemnify and hold harmless each seller of
Registrable Securities included in any registration statement filed in
connection with a Demand Registration, Shelf Registration or a Piggyback
Registration, its directors and officers, and each other Person, if any, who
controls any such seller within the meaning of the Securities Act, against any
losses, claims, damages, expenses or liabilities, joint or several (together,
"Losses"), to which such seller or any such director or officer or controlling
Person may become subject under the Securities Act or otherwise, insofar as such
Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, and the
Company will reimburse such seller and each such director, officer and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such Loss (or action or
proceeding in respect thereof); provided, that the Company shall not be liable
in any such case to the extent that any such Loss (or action or proceeding in
respect thereof) arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in any such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such seller specifically stating
that it is for use in the preparation thereof or (ii) such seller's failure to
send or give a copy of the final prospectus to the Persons asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such seller or any such director, officer
or controlling Person, and shall survive the transfer of such securities by such
seller. The Company shall also indemnify each other Person who participates
(including as an underwriter) in the offering or sale of Registrable Securities,
their officers and directors and each other Person, if any, who controls any
such participating Person within the meaning of the Securities Act to the same
extent as provided above with respect to sellers of Registrable Securities.

                  (b) Indemnification by the Sellers. Each holder of Registrable
Securities which are included or are to be included in any registration
statement filed in connection with a Demand Registration, Shelf Registration or
a Piggyback Registration, as a condition to including Registrable Securities in
such registration statement, shall, to the full extent permitted by law,
indemnify and hold harmless the Company, its directors and officers, and each
other Person, if any, who controls the Company within the meaning of the
Securities Act, against any Losses to which the Company or any such director or
officer or controlling Person may become subject under the Securities Act or
otherwise, insofar as such Losses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any

                                      -16-

<PAGE>

amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, if such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by such seller specifically stating
that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement; provided, however, that the obligation to provide indemnification
pursuant to this Section 8(b) shall be several, and not joint and several, among
such Indemnifying Parties on the basis of the number of Registrable Securities
included in such registration statement and the aggregate amount which may be
recovered from any holder of Registrable Securities pursuant to the
indemnification provided for in this Section 8(b) in connection with any
registration and sale of Registrable Securities shall be limited to the total
proceeds received by such holder from the sale of such Registrable Securities.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling Person and shall survive the transfer of such securities by such
seller. Such holders shall also indemnify each other Person who participates
(including as an underwriter) in the offering or sale of Registrable Securities,
their officers and directors and each other Person, if any, who controls any
such participating Person within the meaning of the Securities Act to the same
extent as provided above with respect to the Company.

                  (c) Notices of Claims, etc. Promptly after receipt by an
Indemnified Party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding paragraph (a) or (b) of this
Section 8, such Indemnified Party will, if a claim in respect thereof is to be
made against an Indemnifying Party pursuant to such paragraphs, give written
notice to the latter of the commencement of such action; provided, that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under the preceding paragraphs
of this Section 8, except to the extent that the Indemnifying Party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an Indemnified Party, the Indemnifying Party shall be entitled to
participate in and, unless, in the reasonable judgment of any Indemnified Party,
a conflict of interest between such Indemnified Party and any Indemnifying Party
exists with respect to such claim, to assume the defense thereof, jointly with
any other Indemnifying Party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such Indemnified Party, and after notice
from the Indemnifying Party to such Indemnified Party of its election so to
assume the defense thereof, the Indemnifying Party shall not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation; provided, that the Indemnified Party may participate in such
defense at the Indemnified Party's expense; and provided further, that the
Indemnified Party or Indemnified Parties shall have the right to employ one
counsel to represent it or them if, in the reasonable judgment of the
Indemnified Party or Indemnified Parties, it is advisable for it or them to be
represented by separate counsel by reason of having legal defenses which are
different from or in addition to those available to the Indemnifying Party, and
in that event the reasonable fees and expenses of such one counsel shall be paid
by the Indemnifying Party. If the Indemnifying Party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel for the Indemnified Parties with
respect to such claim, unless in the reasonable judgment of any Indemnified
Party a conflict of

                                      -17-

<PAGE>

interest may exist between such Indemnified Party and any other Indemnified
Parties with respect to such claim, in which event the Indemnifying Party shall
be obligated to pay the fees and expenses of such additional counsel for the
Indemnified Parties or counsels. No Indemnifying Party shall consent to entry of
any judgment or enter into any settlement without the consent of the Indemnified
Party which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. No Indemnifying Party shall be subject
to any liability for any settlement made without its consent, which consent
shall not be unreasonably withheld.

                  (d) Contribution. If the indemnity and reimbursement
obligation provided for in any paragraph of this Section 8 is unavailable or
insufficient to hold harmless an Indemnified Party in respect of any Losses (or
actions or proceedings in respect thereof) referred to therein, then the
Indemnifying Party shall contribute to the amount paid or payable by the
Indemnified Party as a result of such Losses (or actions or proceedings in
respect thereof) in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on the
other hand in connection with statements or omissions which resulted in such
Losses, as well as any other relevant equitable considerations. The relative
fault 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
Indemnifying Party or the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this paragraph were to be determined
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the first sentence of
this paragraph. The amount paid by an Indemnified Party as a result of the
Losses referred to in the first sentence of this paragraph shall be deemed to
include any legal and other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any Loss which is the
subject of this paragraph.

                  No Indemnified Party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from the Indemnifying Party if the Indemnifying Party was not
guilty of such fraudulent misrepresentation.

                  (e) Other Indemnification. Indemnification similar to that
specified in the preceding paragraphs of this Section 8 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any federal or state law or regulation of any governmental
authority other than the Securities Act. The provisions of this Section 8 shall
be in addition to any other rights to indemnification or contribution which an
Indemnified Party may have pursuant to law, equity, contract or otherwise.

                  (f) Indemnification Payments. The indemnification required by
this Section 8 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
Losses are incurred, provided that the Indemnified Party executes an agreement
in form reasonably satisfactory to the Company to repay all such advances upon a
finding that the Company was not liable therefor by reason of the provisions
contained in Section 8(a) hereof.

                                      -18-

<PAGE>

                  9.  Covenants Relating to Rule 144. The Company will file
reports in compliance with the Exchange Act, will comply with all rules and
regulations of the Commission applicable in connection with the use of Rule 144
and take such other actions and furnish such holder with such other information
as such holder may request in order to avail itself of such rule or any other
rule or regulation of the Commission allowing such holder to sell any
Registrable Securities without registration. If at any time the Company is not
required to file reports in compliance with either Section 13 or Section 15(d)
of the Exchange Act, the Company at its expense will, forthwith upon the written
request of the holder of any Registrable Securities, make available adequate
current public information with respect to the Company within the meaning of
paragraph (c)(2) of Rule 144.

                  10. Other Registration Rights.

                  (a) No Existing Agreements. The Company represents and
warrants to the Investor that there is not in effect on the date hereof any
agreement by the Company (other than this Agreement) pursuant to which any
holders of the Offered Shares have a right to cause the Company to register or
qualify such securities under the Securities Act or any securities or blue sky
laws of any jurisdiction.

                  (b) Future Agreements. From and after the date hereof and
until there are no longer any Registrable Securities outstanding or the date
that such Registrable Securities may be disposed of pursuant to Rule 144 (or any
similar provision then in force) within the volume limitations thereunder within
a 90 day period or pursuant to Rule 144(k) (or any similar provision then in
force) under the Act, the Company will not enter into any registration rights or
similar agreements, contracts or understandings which are inconsistent with or
which frustrate the purpose, intent and provisions of this Agreement.

                  11. Definitions.

                  (a) All capitalized terms used but not defined in this
agreement have the respective meanings ascribed thereto in the Plan. Except as
otherwise specifically indicated, the following terms will have the following
meanings for all purposes of this Agreement:

                  "Agreement" means this Registration Rights Agreement, as the
same shall be amended from time to time.

                  "Business Day" means a day other than Saturday, Sunday or any
other day on which banks located in the State of Delaware are authorized or
obligated to close.

                  "Commission" means the United States Securities and Exchange
Commission, or any successor governmental agency or authority.

                  "Common Stock" means shares of Common Stock, par value $[____]
per share, of the Company, as constituted on the date hereof, and any stock into
which such Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.

                  "Company" has the meaning ascribed to it in the preamble.

                                      -19-

<PAGE>

                  "Cutback Registration" means any Demand Registration to be
effected as an underwritten Public Offering in which the Managing Underwriter
with respect thereto advises the Company and the Initiating Holders in writing
that, in its opinion, the number of securities requested to be included in such
registration (including securities of the Company which are not Registrable
Securities) exceed the number which can be sold in such offering without a
material reduction in the selling price anticipated to be received for the
securities to be sold in such Public Offering.

                  "Deferral Period" means the period during which the Company
has elected to postpone the sale or other transfer of Registrable Securities by
the holders thereof pursuant to the applicable terms of Section 1 or Section 2
of this Agreement or any other period during which a stop order or other order
suspending the effectiveness of a Registration Statement is in effect.

                  "Demand Registration" means any registration of Registrable
Securities under the Securities Act effected in accordance with Section 1, and
further includes a Cutback Registration and Shelf Registration.

                  "Effective Date" means the effective date of the Amended
Plan, but in no event, later than July 31, 2004.

                  "Effective Period" means the period commencing on the date
hereof and ending the earlier of the date that all of the Offered Shares shall
have ceased to be Registrable Securities or [______________], 2011.

                  "Effective Registration" means, subject to the last sentence
of Section 3, a Demand or Shelf Registration which (a) has been declared or
ordered effective in accordance with the rules of the Commission, and (b) has
been kept effective for the period of time contemplated by Section 5(b).

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

                  "Form S-1" means Form S-1 promulgated by the Commission under
the Securities Act, or any successor or similar long-form registration
statement.

                  "Form S-3" means Form S-3 promulgated by the Commission under
the Securities Act, or any successor or similar short-form registration
statement.

                  "Indemnified Party" means a party entitled to indemnity in
accordance with Section 8.

                  "Indemnifying Party" means a party obligated to provide
indemnity in accordance with Section 8.

                  "Initiating Holders" means any holder or holders of
Registrable Securities making a written request pursuant to Section 1 for the
registration of Registrable Securities.

                  "Inspectors" has the meaning ascribed to it in Section 5(j).

                                      -20-

<PAGE>
                  "Losses" has the meaning ascribed to it in Section 8(a).

                  "Managing Underwriter" means, with respect to any Public
Offering, the underwriter or underwriters managing such Public Offering.

                  "NASD" means the National Association of Securities Dealers.

                  "Notice of Piggyback Registration" has the meaning ascribed to
it in Section 2(a).

                  "Person" means any natural person, corporation, general
partnership, limited partnership, proprietorship, other business organization,
trust, union or association.

                  "Piggyback Registration" means any registration of equity
securities of the Company under the Securities Act (other than a registration in
respect of a dividend reinvestment or similar plan for stockholders of the
Company or on Form S-4 or Form S-8 promulgated by the Commission, or any
successor or similar forms thereto), whether for sale for the account of the
Company or for the account of any holder of securities of the Company (other
than Registrable Securities), including a registration by the Company under the
circumstances described in Section 3.

                  "Public Offering" means any offering of Common Stock to the
public, either on behalf of the Company or any of its securityholders, pursuant
to an effective registration statement under the Securities Act.

                  "Records" has the meaning ascribed to it in Section 5(j).

                  "Record Date" means the date two (2) business days before the
Effective Date.

                  "Registrable Securities" means (i) the Offered Shares issued
by the Company to the Investors, (ii) the shares of Common Stock issued by the
Company to the Investors on the Effective Date of the Plan, (iii) the Guarantor
Warrants issued by the Company to the Investors, (iv) the shares of Common Stock
issuable upon exercise of the Guarantor Warrants, and (v) any additional shares
of Common Stock issued or distributed by way of a dividend, stock split or other
distribution in respect of shares of Common Stock issued by the Company to the
Investors under the Plan, or acquired by way of any rights offering or similar
offering made in respect of such shares of Common Stock. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (A) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (B) they shall have been distributed to the public pursuant to Rule
144 under the Securities Act, (C) they are transferred to or become owned by a
Person who is not an Investor, or (D) they shall have ceased to be outstanding.

                  "Registration Expenses" means all expenses of the Company
incident to the Company's performance of or compliance with its obligations
under this Agreement to effect the registration of Registrable Securities in a
Demand Registration, Shelf Registration or a Piggyback Registration, including,
without limitation, all registration, filing, securities exchange listing and
NASD fees, all registration, filing, qualification and other fees and expenses

                                      -21-

<PAGE>

of complying with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of "cold comfort" letters required by or
incident to such performance and compliance, subject to Section 1(b), the
reasonable fees and disbursements of a single counsel retained by the holders of
a majority of the Registrable Securities being registered, and any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and commissions, and transfer
taxes, if any, in respect of Registrable Securities, which shall be payable by
each holder thereof, provided, that, in any case where Registration Expenses are
not to be borne by the Company, such expenses shall not include salaries of
Company personnel or general overhead expenses of the Company, auditing fees,
premiums or other expenses relating to liability insurance required by
underwriters of the Company or other expenses for the preparation of financial
statements or other data normally prepared by the Company in the ordinary course
of its business or which the Company would have incurred in any event.

        "Requesting Holders" means, with respect to any Demand Registration,
Shelf Registration or Piggyback Registration, the holders of Registrable
Securities requesting to have Registrable Securities included in such
registration in accordance with this Agreement.

        "Rule 144" means Rule 144 promulgated by the Commission under the
Securities Act, and any successor provision thereto.

        "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

        "Selling Period" means the period during which a holder of Registrable
Securities shall be entitled to sell its Offered Shares pursuant to a Prospectus
under applicable provision of Section 1 of this Agreement.

        "Special Counsel" means any law firm retained from time to time by
holders of ten percent (10%) or more of the common stock comprising the
Registrable Securities on a fully diluted basis to be sold pursuant to a
Registration Statement or during any Selling Period, as shall be specified by
such shareholders to the Company and to whom the Company has no reasonable
objection; provided that at no time shall there be more than one Special Counsel
the fees and expenses of which will be paid by the Company pursuant to this
Agreement, subject to the provisions of Section 1(b) in which case the Company
shall have no obligation or responsibility for such fees.

        (b) Unless the context of this Agreement otherwise requires, (i) words
of any gender include each other gender, (ii) words using the singular or plural
number also include the plural or singular number, respectively, (iii) the terms
"hereof," "herein," "hereby" and derivative or similar words refer to this
entire Agreement; and (iv) the term "Section" refers to the specified Section of
this Agreement. Whenever this Agreement refers to a number of days, such number
shall refer to calendar days unless Business Days are specified.

                                      -22-

<PAGE>

        12.  Miscellaneous.

        (a)  Notices. All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

        If to Mellon, to:

             Mellon HBV Alternative Strategies LLC
             200 Park Avenue
             Suite 3300
             New York, N.Y. 10166-3399
             Facsimile No.: (212) 808-3055
             Attn: George J. Kononmos

        with a copy to:

             Milbank, Tweed, Hadley & McCloy LLP
             1 Chase Manhattan Plaza
             New York, NY 10005
             Facsimile No.: 1-212-822-5544
             Attn: Stephen J. Blauner

        If to the Company, to:

             Seitel, Inc.
             10811 S. Westview Circle Drive
             Houston, Texas 77043
             Facsimile No.: (713) 881-8901
             Attn: General Counsel

        with a copy to:

             Greenberg Traurig, LLP
             200 Park Avenue
             New York, NY  10166
             Facsimile No.: (212) 801-6400
             Attn: Clifford E. Neimeth, Esq.

With respect to any other holder of Registrable Securities, such notices,
requests and other communications shall be sent to the addresses set forth in
the stock transfer records regularly maintained by the Company. All such
notices, requests and other communications will (i) if delivered personally to
the address as provided in this Section, be deemed given upon delivery, (ii) if
delivered by facsimile transmission to the facsimile number as provided in this
Section, be deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be deemed
given upon receipt (in each case regardless of

                                      -23-

<PAGE>

whether such notice, request or other communication is received by any other
Person to whom a copy of such notice is to be delivered pursuant to this
Section). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.

        (b) Entire Agreement. This Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof,
and contains the sole and entire agreement between the parties hereto with
respect to the subject matter hereof.

        (c) Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument (which may be executed in any number of
counterparts) duly executed by or on behalf of each of the Company and Persons
owning fifty-one percent (51%) or more of the Registrable Securities.

        (d) Waiver. Subject to paragraph (e) of this Section, any term or
condition of this Agreement may be waived at any time by the party that is
entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition. No waiver by any party of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same term or condition of this Agreement on any
future occasion.

        (e) Consents and Waivers by Holders of Registrable Securities. Any
consent of the holders of Registrable Securities pursuant to this Agreement, and
any waiver by such holders of any provision of this Agreement, shall be in
writing (which may be executed in any number of counterparts) and may be given
or taken by Persons owning fifty-one percent (51%) or more of the then remaining
Registrable Securities, and any such consent or waiver so given or taken will be
binding on all the holders of Registrable Securities.

        (f) No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto, their
respective successors or permitted assigns and any other holder of Registrable
Securities, and it is not the intention of the parties to confer third-party
beneficiary rights upon any other Person other than any Person entitled to
indemnity under Section 6.

        (g) Successors and Assigns. This Agreement is binding upon, inures to
the benefit of and is enforceable by the parties hereto and their respective
successors and assigns. provided, however, that such transferee shall, as a
condition to the effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as if an original party
hereto, whereupon such transferee shall have the benefits of and shall be
subject to the restrictions contained in this Agreement as if such transferee
was originally included in the definition of an Initiating Holder and had
originally been a party hereto. The Company may not assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the designated representative of the Initial Holder, provided that as
a condition to any merger, reorganization or consolidation of the Company with
any person (as defined in the Securities Act) in which the holders of Common
Stock receive securities of any other person (the "Successor Issuer") the
Company shall assign all of its rights, and delegate all of its obligations
under this Agreement to such Successor Issuer in which event the Successor
Issuer

                                      -24-

<PAGE>

will agree in writing to become the "Company" for all purposes of this
Agreement. Any purported assignment, merger, reorganization or consolidation in
violation of this Section shall be void.

        (h) Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

        (i) Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
and (iii) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.

        (j) Remedies; Specific Performance. Except as otherwise expressly
provided for herein, no remedy conferred by any of the specific provisions of
this Agreement is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver by any such party of the right to pursue any other
available remedies.

        Damages in the event of breach of this Agreement by a party hereto or
any other holder of Registrable Securities would be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such Person, in
addition to and without limiting any other remedy or right it may have, will
have the right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and enforcing specifically
the terms and provisions hereof and the Company and each holder of Registrable
Securities, by its acquisition of such Registrable Securities, hereby waives any
and all defenses it may have on the ground of lack of jurisdiction or competence
of the court to grant such an injunction or other equitable relief. The
existence of this right will not preclude any such Person (including the
Company) from pursuing any other rights and remedies at law or in equity which
such Person may have or to assert any defense, counter-claim, cross-claim, or
third-party claim available to such person or which may be asserted by such
person; provided, however, that no party hereto may recover from any other party
any consequential or punitive damages by reason of the breach of this Agreement.
With respect to the construction, interpretation and application of this
paragraph, any period of time contained in this Agreement within which or during
which the Company is to do, commence doing, complete doing or refrain from doing
any act shall not be of the essence; provided, however, that the Company has
acted in good faith and utilized its reasonable best efforts.

        (k) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to a contract
executed and performed in New York, without giving effect to the conflicts of
laws principles thereof.

                                      -25-

<PAGE>

        (l) Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

                                      -26-

<PAGE>

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officer of each party hereto as of the date first above
written.

                                       MELLON HBV ALTERNATIVE STRATEGIES LLC,
                                       on behalf of itself and certain managed
                                       and designated accounts set forth on
                                       Schedule 1 hereto:

                                       By:______________________________________
                                          Name:
                                          Title:

                                       [Insert other Investors]

                                       SEITEL, INC.

                                       By:______________________________________
                                          Name:
                                          Title:

                                      -27-

<PAGE>

                                   SCHEDULE 1

               Names of HBV Affiliated Funds and Managed Accounts

Mellon HBV Master Multi-Strategy Fund LP

Master Rediscovered Opportunities Fund LP

Distressed Recovery Fund LP

Mellon HBV Special Situations Fund LP

Mellon HBV Capital Partners LP

HFR DS Performance Master Trust

Axis - RDO Limited

                                      -28-