EXHIBIT 4.6

               ANNEX A - FORM OF REGISTRATION RIGHTS AGREEMENT

                         REGISTRATION RIGHTS AGREEMENT

                         DATED AS OF FEBRUARY 3, 1999

                                     AMONG

                              PACKAGED ICE, INC.,

                                      AND

                     ARES LEVERAGED INVESTMENT FUND, L.P.
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                               TABLE OF CONTENTS


Section                                                                   Page

Section 1.  Definitions......................................................1

Section 2.  Registration Rights..............................................4
      2.1 (a) Demand Registration............................................4
          (b) Effective Registration.........................................4
          (c) Restrictions on Sale by Holders................................5
          (d) Underwritten Registrations.....................................5
          (e) Expenses.......................................................5
          (f) Priority in Demand Registration................................6
      2.2 (a) Piggy-Back Registration........................................6
          (b) Priority in Piggyback Registration.............................7
      2.3 Limitations, Conditions and Qualifications to Obligations 
            Under Registration Covenants.....................................8
      2.4 Restrictions on Sale by the Company and Others.....................9
      2.5 Rule 144 and Rule 144A.............................................9

Section 3. Registration Procedures...........................................9

Section 4. Indemnification and Contribution.................................15

Section 5. Miscellaneous....................................................18
         (a) No Inconsistent Agreements.....................................18
         (b) Adjustments Affecting Registrable Securities...................18
         (c) Amendments and Waivers.........................................18
         (d) Notices........................................................18
         (e) Successors and Assigns.........................................19
         (f) Counterparts...................................................19
         (g) Headings.......................................................19
         (h) GOVERNING LAW..................................................19
         (i) Severability...................................................19
         (j) Third Party Beneficiary........................................19
         (k) Entire Agreement...............................................19
         (l) Securities Held by the Company or Its Affiliates...............20


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                         REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered
into as of February 3, 1999 __________, ____, among PACKAGED ICE, INC., a Texas
corporation (the "COMPANY"), ARES LEVERAGED INVESTMENT FUND, L.P. (the
"Investor").

      This Agreement is entered into in connection with the issuance of 90,354
shares of Common Stock (the "Converted Shares") of the Company pursuant to the
letter agreement entered into between the Company and the Investor on January
28, 1999 (the "Letter Agreement").

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

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

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

            "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

            "COMMON STOCK" shall mean the shares of common stock, par value $.01
      per share, of the Company.

            "CONVERTED  SHARES" has the  meaning  ascribed to such term in the
            preamble of this Agree-
      ment.

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

            "DEMAND RIGHT HOLDERS" means persons with "demand" registration
      rights pursuant to a contractual commitment of the Company.

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

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

            "HOLDER" means Investor, for so long as it owns any of the
      Registrable Securities, and each of its successors, assigns and direct and
      indirect transferees who become registered owners of such Registrable
      Securities.

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

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

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

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

            "LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on which
      banking institutions in New York, New York are required by law, regulation
      or executive order to remain closed.

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

            "PIGGY-BACK  REGISTRATION"  has the meaning  ascribed to such term
      in Section 2.2 hereof.

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

            "PUBLIC EQUITY OFFERING" means an underwritten offer and sale of
      capital stock of the Company pursuant to a registration statement that has
      been declared effective by the Commission pursuant to the Securities Act
      (other than a registration statement on Form S-8 or otherwise relating to
      equity securities issuable under any employee benefit plan of the
      Company).

            "REGISTRABLE SECURITIES" means any of the Converted Shares and any
      other securities issued or issuable with respect to any Converted Shares
      by way of stock dividend or stock split or in connection with a
      combination of shares, recapitalization, merger, consolidation or other
      reorganization or otherwise. As to any particular Registrable Securities,
      such securities shall cease to be Registrable Securities when (i) a
      Registration Statement with respect to the offering of such securities by
      the Holder thereof shall have been declared effective under the Securities
      Act and such securities shall have been disposed of by such Holder
      pursuant to such Registration Statement, (ii) such securities are eligible
      for sale to the public pursuant to Rule 144(k) (or any similar provision
      then in force, but not Rule 144A) promulgated under the Securities Act,
      (iii) such securities shall have been otherwise transferred by such Holder
      and new certificates for such securities not bearing a legend restricting
      further transfer shall have been delivered by the Company or its transfer
      agent and subsequent disposition of such securities shall not require
      registration or qualification under the Securities Act or any similar
      state law then in force or (iv) such securities shall have ceased to be
      outstanding.


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

            "REGISTRATION STATEMENT" shall mean any appropriate registration
      statement of the Company filed with the SEC pursuant to the Securities Act
      which covers any of the Registrable Securities pursuant to the provisions
      of this Agreement and all amendments and supplements to any such
      Registration Statement, including post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      material incorporated by reference therein.

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

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

            "SEC" shall mean the Securities and Exchange Commission.

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

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

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            "WITHDRAWAL  ELECTION"  has the  meaning  ascribed to such term in
      Section 2.2(b) hereof.

      Section 2.  REGISTRATION RIGHTS

            2.1 (a) DEMAND REGISTRATION. From time to time, after 180 days
following the completion by the Company of a Public Equity Offering, Holders
owning, individually or in the aggregate, not less than the Requisite Securities
may make a written request for registration under the Securities Act of their
Registrable Securities (a "DEMAND REGISTRATION"). Within 120 days of the receipt
of such written request for a Demand Registration, the Company shall file with
the SEC and use its best efforts to cause to become effective under the
Securities Act a Registration Statement with respect to such Registrable
Securities. Any such request will specify the number of Registrable Securities
proposed to be sold and will also specify the intended method of disposition
thereof. The Company shall give written notice of such registration request to
all other Holders of Registrable Securities within 15 days after the receipt
thereof. Within 20 days after notice of such registration request by the
Company, any Holder may request in writing that such Holder's Registrable
Securities be included in such Registration Statement and the Company shall
include in such Registration Statement the Registrable Securities of any such
Holder requested to be so included (the "INCLUDED SECURITIES"). Each such
request by such other Holders shall specify the number of Included Securities
proposed to be sold and the intended method of disposition thereof. Subject to
Section 2.1(b) hereof, the Company shall be required to register Registrable
Securities pursuant to this Section 2.1(a) on a maximum of two separate
occasions.

            Subject to Section 2.1(f) hereof, no other securities of the Company
except securities held by any Holder, any Demand Right Holder, and any Person
entitled to exercise "piggy back" registration rights pursuant to contractual
commitments of the Company shall be included in a Demand Registration.

            (b) EFFECTIVE REGISTRATION. A Registration Statement will not be
deemed to have been effected as a Demand Registration unless it has been
declared effective by the SEC and the Company has complied in a timely manner
and in all material respects with all of its obligations under this Agreement
with respect thereto; PROVIDED, HOWEVER, that if, after such Registration
Statement has become effective, the offering of Registrable Securities pursuant
to such Registration Statement is or becomes the subject of any stop order,
injunction or other order or requirement of the SEC or any other governmental or
administrative agency or court that prevents, restrains or otherwise limits the
sale of Registrable Securities pursuant to such Registration Statement for any
reason not attributable to any Holder participating in such registration and
such Registration Statement has not become effective within a reasonable time
period thereafter (not to exceed 60 days), such Registration Statement will be
deemed not to have been effected. If (i) a registration requested pursuant to
this Section 2.1 is deemed not to have been effected or (ii) a Demand
Registration does not remain effective under the Securities Act until at least
the earlier of (A) an aggregate of 90 days after the effective date thereof or
(B) the consummation of the distribution by the Holders of all of the
Registrable Securities covered thereby, then the Company shall continue to be
obligated to effect an additional Demand Registration pursuant to this Section
2.1 provided, that a Demand Registration shall not be counted as such unless the
Selling Holders have sold at least 80% of the Registrable Securities covered
thereby. For purposes of calculating the 90-day period referred to in the
preceding sentence, any period of time during which such Registration Statement
was not in effect shall be excluded. The Holders of Registrable Securities shall
be permitted to withdraw all or any part of the Registrable Securities from a
Demand Registration at any time prior to the effective date of such Demand
Registration.

            (c) RESTRICTIONS ON SALE BY HOLDERS. Each Holder of Registrable
Securities whose Registrable Securities are covered by a Registration Statement
filed pursuant to this Section 2.1 and are to be sold thereunder agrees, if and
to the extent reasonably requested by the managing underwriter or underwriters
in an underwritten offering, not to effect any public sale or distribution of
Registrable Securities or of securities of the Company of the same class as any
securities included in such Registration Statement, including a sale pursuant to
Rule 144 (except as part of such underwritten offering), during the 30-day
period prior to, and during the 120-day period beginning on, the closing date of
each underwritten offering made pursuant to such Registration Statement, to the
extent timely notified in writing by the Company or such managing underwriter or
underwriters.

            The foregoing provisions of Section 2.1(c) shall not apply to any
Holder of Registrable Securities if such Holder is prevented by applicable
statute or regulation from entering into any such agreement; PROVIDED, HOWEVER,
that any such Holder shall undertake, in its request to participate in any such
underwritten offering, not to effect any such public sale or distribution of
Registrable Securities or of securities of the Company of the same class as any
securities included in such Registration Statement, including a sale pursuant to
Rule 144 (except as part of such underwritten offering) during such period,
unless it has provided 45 days' prior written notice of such sale or
distribution to the underwriter or underwriters.

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

            No Holder of Registrable Securities may participate in any
underwritten registration pursuant to a Registration Statement filed under this
Agreement unless such Holder (a) agrees to (i) sell such Holder's Registrable
Securities on the basis provided in and in compliance with any underwriting
arrangements approved by the Holders of not less than a majority of the
Registrable Securities to be sold thereunder and (ii) comply with Rules 10b-6
and 10b-7 under the Exchange Act and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

            (e) EXPENSES. The Company will pay all Registration Expenses in
connection with the registrations requested pursuant to Section 2.1(a) hereof.
Each Holder of Registrable Securities shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating 

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to the sale or disposition of such Holder's Registrable Securities pursuant to a
Registration Statement requested pursuant to this Section 2.1.

            (f) PRIORITY IN DEMAND REGISTRATION. In a registration pursuant to
Section 2.1 hereof involving an underwritten offering, if the managing
underwriter or underwriters of such underwritten offering have informed, in
writing, the Company and the Selling Holders who have requested such Demand
Registration or who have sought inclusion therein that in such underwriter's or
underwriters' opinion the total number of securities which the Selling Holders
and any other Person desiring to participate in such registration intend to
include in such offering is such as to adversely affect the success of such
offering, including the price at which such securities can be sold, then the
Company will be required to include in such registration only the amount of
securities which it is so advised should be included in such registration. In
such event securities shall be registered in such registration in the following
order of priority: (i) FIRST, the securities which have been requested to be
included in such registration by the Holders of Registrable Securities pursuant
to this Agreement and the Demand Right Holders (pro rata based on the amount of
securities sought to be registered by such Persons), (ii) SECOND, provided that
no securities sought to be included by the Holders and the Demand Right Holders
have been excluded from such registration, the securities of other Persons
entitled to exercise "piggy-back" registration rights pursuant to contractual
commitments of the Company (pro rata based on the amount of securities sought to
be registered by such Persons) and (iii) THIRD, securities the Company proposes
to register.

            2.2 (a) PIGGY-BACK REGISTRATION. If at any time after the Company
has completed a Public Equity Offering, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering by
the Company for its own account or for the account of any of its securityholders
of any class of its Common Stock in a firmly underwritten Public Equity Offering
(other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute
form that may be adopted by the SEC) or (ii) a Registration Statement filed in
connection with an exchange offer or offering of securities solely to the
Company's existing securityholders), then the Company shall give written notice
of such proposed filing to the Holders of Registrable Securities as soon as
practicable (but in no event fewer than 20 days before the anticipated filing
date), and such notice shall offer such Holders the opportunity to register such
number of shares of Registrable Securities as each such Holder may request in
writing within 30 days after receipt of such written notice from the Company
(which request shall specify the Registrable Securities intended to be disposed
of by such Selling Holder (a "PIGGY-BACK REGISTRATION"). The Company shall use
its best efforts to keep such Piggy-Back Registration continuously effective
under the Securities Act until at least the earlier of (A) an aggregate of 90
days after the effective date thereof or (B) the consummation of the
distribution by the Holders of all of the Registrable Securities covered
thereby. The Company shall use its best efforts to cause the managing
Underwriter or underwriters, if any, of such proposed offering to permit the
Registrable Securities requested to be included in a Piggy-Back Registration to
be included on the same terms and conditions as any similar securities of the
Company or any other securityholder included therein and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended
method of distribution thereof. Any Selling Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any
Registration Statement pursuant to this Section 2.2 by giving written notice to
the Company of its request to 

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

            No registration effected under this Section 2.2, and no failure to
effect a registration under this Section 2.2, shall relieve the Company of its
obligation to effect a registration upon the request of Holders of Registrable
Securities pursuant to Section 2.1 hereof, and no failure to effect a
registration under this Section 2.2 and to complete the sale of securities
registered thereunder in connection therewith shall relieve the Company of any
other obligation under this Agreement. (b) PRIORITY IN PIGGYBACK REGISTRATION.
In a registration pursuant to Section 2.2 hereof involving an underwritten
offering, if the managing underwriter or underwriters of such underwritten
offering have informed, in writing, the Company and the Selling Holders
requesting inclusion in such offering that in such underwriter's or
underwriters' opinion the total number of securities which the Company, the
Selling Holders and any other Persons desiring to participate in such
registration intend to include in such offering is such as to adversely affect
the success of such offering, including the price at which such securities can
be sold, then the Company will be required to include in such registration only
the amount of securities which it is so advised should be included in such
registration. In such event: (x) in cases initially involving the registration
for sale of securities for the Company's own account, securities shall be
registered in such offering in the following order of priority: (i) FIRST, the
securities which the Company proposes to register, and (ii) SECOND, the
securities which have been requested to be included in such registration by
Persons entitled to exercise "piggy-back" registration rights pursuant to
contractual commitments of the Company (pro rata on the amount of securities
sought to be registered by such Persons); and (y) in cases not initially
involving the registration for sale of securities for the Company's own account,
securities shall be registered in such offering in the following order of
priority: (i) FIRST, the securities of any Person whose exercise of a "demand"
registration right pursuant to a contractual commitment of the Company is the
basis for the registration (provided that if such Person is a Holder of
Registrable Securities, as among Holders of Registrable Securities there shall
be no priority and Registrable Securities sought to be included by Holders of
Registrable Securities shall be included pro rata based on the amount of
securities sought to be registered by such Persons), (ii) SECOND, securities of
other persons entitled to exercise "piggy-back" registration rights pursuant to
contractual commitments (PRO RATA based on the amount of securities sought to be
registered by such persons) and (iii) THIRD, the securities which the Company
proposes to register.

            If, as a result of the provisions of this Section 2.2(b), any
Selling Holder shall not be entitled to include all Registrable Securities in a
Piggy-Back Registration that such Selling Holder has requested to be included,
such Selling Holder may elect to withdraw his request to include Registrable
Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED, HOWEVER,
that a Withdrawal Election shall be irrevocable and, after making a Withdrawal
Election, a Selling Holder 

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shall no longer have any right to include Registrable Securities in the
registration as to which such Withdrawal Election was made.

            2.3 LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER
REGISTRATION COVENANTS. The obligations of the Company set forth in Sections 2.1
and 2.2 hereof are subject to each of the following limitations, conditions and
qualifications:

            (i) Subject to the next sentence of this paragraph, the Company
shall be entitled to postpone, for a reasonable period of time, the filing or
effectiveness of, or suspend the rights of any Holders to make sales pursuant
to, any Registration Statement otherwise required to be prepared, filed and made
and kept effective by it hereunder; PROVIDED, HOWEVER, that the duration of such
postponement or suspension may not exceed the earlier to occur of (A) 15 days
after the cessation of the circumstances described in the next sentence of this
paragraph on which such postponement or suspension is based or (B) 120 days
after the date of the determination of the Board of Directors referred to in the
next sentence, and the duration of any such postponement or suspension shall be
excluded from the calculation of the 90-day period described in Section 2.1(b)
hereof. Such postponement or suspension may only be effected if the Board of
Directors of the Company determines in good faith that the filing or
effectiveness of, or sales pursuant to, such Registration Statement would
materially impede, delay or interfere with any financing, offer or sale of
securities, acquisition, corporate reorganization or other significant
transaction involving the Company or any of its affiliates (whether or not
planned, proposed or authorized prior to an exercise of demand registration
rights hereunder or any other registration rights agreement) or require
disclosure of material information which the Company has a bona fide business
purpose for preserving as confidential. If the Company shall so postpone the
filing or effectiveness of a Registration Statement or so suspend the rights of
Holders to make sales it shall, as promptly as possible, notify any Selling
Holders of such determination, and the Selling Holders shall (y) have the right,
in the case of a postponement of the filing or effectiveness of a Registration
Statement, upon the affirmative vote of the Holders of not less than a majority
of the Registrable Securities to be included in such Registration Statement, to
withdraw the request for registration by giving written notice to the Company
within 10 days after receipt of such notice or (z) in the case of a suspension
of the right to make sales, receive an extension of the registration period
equal to the number of days of the suspension. Any Demand Registration as to
which the withdrawal election referred to in the preceding sentence has been
effected shall not be counted for purposes of the two Demand Registrations the
Company is required to effect pursuant to Section 2.1 hereof.

            (ii) The Company shall not be required by this Agreement to include
securities in a Registration Statement pursuant to Section 2.2 hereof if (i) in
the written opinion of counsel to the Company, addressed to the Holders and
delivered to them, the Holders of such securities seeking registration would be
free to sell all such securities within the current calendar quarter, without
registration, under Rule 144, which opinion may be based in part upon the
representation by such Holders, which representation shall not be unreasonably
withheld, that each such Holder is not an affiliate of the Company within the
meaning of the Securities Act and (ii) all requirements under the Securities Act
for effecting such sales are satisfied at such time.

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            (iii) The Company's obligations shall be subject to the obligations
of the Selling Holders, which the Selling Holders acknowledge, to furnish all
information and materials and to take any and all actions as may be required
under applicable federal and state securities laws and regulations to permit the
Company to comply with all applicable requirements of the SEC and to obtain any
acceleration of the effective date of such Registration Statement.

            (iv) The Company shall not be obligated to cause any special audit
to be undertaken in connection with any registration pursuant to this Agreement
unless such audit is requested by the underwriters with respect to such
registration.

            2.4 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The Company
covenants and agrees that it shall not, and that it shall not cause or permit
any of its subsidiaries to, effect any public sale or distribution of any
securities of the same class as any of the Registrable Securities or any
securities convertible into or exchangeable or exercisable for such securities
(or any option or other right for such securities) during the 30-day period
prior to, and during the 90-day period beginning on, the commencement of any
underwritten offering of Registrable Securities pursuant to a Demand
Registration which has been requested pursuant to this Agreement, or a
Piggy-Back Registration.

            2.5 RULE 144. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the
request of any Holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144. Upon the
request of any Holder of Registrable Securities, the Company will in a timely
manner deliver to such Holder a written statement as to whether it has complied
with such information requirements.

            Section 3. REGISTRATION PROCEDURES. In connection with the
obligations of the Company with respect to any Registration Statement pursuant
to Sections 2.1 and 2.2 hereof, the Company shall:

            (a) Prepare and file with the SEC as soon as practicable each such
      Registration Statement (but in any event on or prior to the date of filing
      thereof required under this Agreement) and cause each such Registration
      Statement to become effective and remain effective as provided herein;
      PROVIDED, HOWEVER, that before filing any such Registration Statement or
      any Prospectus or any amendments or supplements thereto (including
      documents that would be incorporated or deemed to be incorporated therein
      by reference, including such documents filed under the Exchange Act that
      would be incorporated therein by reference), the Company shall afford
      promptly to the Holders of the Registrable Securities covered by such
      Registration Statement, 

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      their counsel and the managing underwriter or underwriters, if any, an
      opportunity to review copies of all such documents proposed to be filed a
      reasonable time prior to the proposed filing thereof. The Company shall
      not file any Registration Statement or Prospectus or any amendments or
      supplements thereto if the Holders of a majority of the Registrable
      Securities covered by such Registration Statement, their counsel, or the
      managing underwriter or underwriters, if any, shall reasonably object in
      writing unless failure to file any such amendment or supplement would
      involve a violation of the Securities Act or other applicable law.

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

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

                                       10
<PAGE>
            (d) Use every reasonable effort to prevent the issuance of any order
      suspending the effectiveness of the Registration Statement or of any order
      preventing or suspending the use of a Prospectus or suspending the
      qualification (or exemption from qualification) of any of the Registrable
      Securities covered thereby for sale in any jurisdiction, and, if any such
      order is issued, to obtain the withdrawal of any such order at the
      earliest possible moment.

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

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

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

            (h) Prior to any offering of Registrable Securities, to register or
      qualify, and cooperate with the Holders of such Registrable Securities,
      the managing underwriter or underwriters, if any, and their respective
      counsel in connection with the registration or qualification (or exemption
      from such registration or qualification) of, such Registrable Securities
      for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as the managing underwriter or
      underwriters reasonably request in writing, or, in the event of a
      non-underwritten offering, as the Holders of a majority of such
      Registrable Securities may request; PROVIDED, HOWEVER, that where
      Registrable Securities are offered other than through an underwritten
      offering, the Company agrees to cause its counsel to perform Blue Sky
      investigations and file registrations and qualifications required to be
      filed pursuant to this Section 3(h); keep each such registration or
      qualification (or exemption therefrom) effective during the period the
      Registration Statement relating to such Registrable Securities is required
      to be kept effective pursuant to this Agreement and do any and all other

                                       11
<PAGE>
      acts or things necessary or advisable to enable the disposition in such
      jurisdictions of the securities covered thereby; PROVIDED, HOWEVER, that
      the Company will not be required to (A) qualify generally to do business
      in any jurisdiction where it is not then so qualified, (B) take any action
      that would subject it to general service of process in any such
      jurisdiction where it is not then so subject or (C) become subject to
      taxation in any jurisdiction where it is not then so subject.

            (i) Cooperate with the Holders of Registrable Securities and the
      managing underwriter or underwriters, if any, to facilitate the timely
      preparation and delivery of certificates representing Registrable
      Securities to be sold, which certificates shall not bear any restrictive
      legends whatsoever and shall be in a form eligible for deposit with The
      Depository Trust Company ("DTC"); and enable such Registrable Securities
      to be in such denominations and registered in such names as the managing
      underwriter or underwriters, if any, or Holders may reasonably request at
      least two business days prior to any sale of Registrable Securities in a
      firm commitment underwritten public offering.

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

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

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

            (m) Enter into an underwriting agreement in form, scope and
      substance as is customary in underwritten offerings and take all such
      other actions as are reasonably requested by the managing underwriter or
      underwriters in order to expedite or facilitate the registration or
      disposition of such Registrable Securities in any underwritten offering to
      be made of the Registrable Securities in accordance with this Agreement,
      and in such connection, (i) make such representations and warranties to,
      and covenants with, 

                                       12
<PAGE>
      the underwriter or underwriters, with respect to the business of the
      Company and the subsidiaries of the Company, and the Registration
      Statement, Prospectus and documents, if any, incorporated or deemed to be
      incorporated by reference therein, in each case, in form, substance and
      scope as are customarily made by issuers to underwriters in underwritten
      offerings, and confirm the same if and when requested: (ii) use reasonable
      efforts to obtain opinions of counsel to the Company and updates thereof,
      addressed to the underwriter or underwriters covering the matters
      customarily covered in opinions requested in underwritten offerings and
      such other matters as may be reasonably requested by underwriters; (iii)
      use reasonable efforts to obtain "cold comfort letters and updates thereof
      from the independent certified public accountants of the Company (and, if
      applicable, the subsidiaries of the Company) and, if necessary, any other
      independent certified public accountants of any subsidiary of the Company
      or of any business acquired by the Company for which financial statements
      and financial data are, or are required to be, included in the
      Registration Statement, addressed to each of the underwriters, such
      letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters in connection with
      underwritten offerings and such other matters as reasonably requested by
      the managing underwriter or underwriters and as permitted by the Statement
      of Auditing Standards No. 72; and (iv) if an underwriting agreement is
      entered into, the same shall contain customary indemnification provisions
      and procedures no less favorable than those set forth in Section 5 (or
      such other provisions and procedures acceptable to Holders of a majority
      of Registrable Securities covered by such Registration Statement and the
      managing underwriter or underwriters or agents) with respect to all
      parties to be indemnified pursuant to said Section. The above shall be
      done at each closing under such underwriting agreement, or as and to the
      extent required thereunder.

            (n) Make available for inspection by a representative of the Holders
      of Registrable Securities being sold, any underwriter participating in any
      such disposition of Registrable Securities, if any, and any attorney or
      accountant retained by such representative of the Holders or underwriter
      (collectively, the "INSPECTORS"), at the offices where normally kept,
      during reasonable business hours, all financial and other records and
      pertinent corporate documents of the Company and the subsidiaries of the
      Company, and cause the officers, directors and employees of the Company
      and the subsidiaries of the Company to supply all information in each case
      reasonably requested by any such Inspector in connection with such
      Registration Statement; PROVIDED, HOWEVER, that all information shall be
      kept confidential by such Inspector, except to the extent that (i) the
      disclosure of such information is necessary to avoid or correct a
      misstatement or omission in the Registration Statement, (ii) the release
      of such information is ordered pursuant to a subpoena or other order from
      a court of competent jurisdiction, (iii) disclosure of such information
      is, in the opinion of counsel for any Inspector, necessary or advisable in
      connection with any action, claim, suit or proceeding, directly or
      indirectly, involving or potentially involving such Inspector and arising
      out of, based upon, relating to or involving this Agreement or any of the
      transactions contemplated hereby or arising hereunder, or (iv) such
      information has been made generally available to the public. Each Selling
      Holder of such Registrable Securities agrees that information obtained by
      it as a result of such inspections shall be deemed confidential and 

                                       13
<PAGE>
      shall not be used by it as the basis for any market transactions in the
      securities of the Company or of any of its affiliates unless and until
      such is generally available to the public. Each Selling Holder of such
      Registrable Securities further agrees that it will, upon learning that
      disclosure of such information is sought in a court of competent
      jurisdiction, give prompt notice to the Company and allow the Company to
      undertake appropriate action to prevent disclosure of the information
      deemed confidential at the Company's sole expense.

            (o) Comply with all applicable rules and regulations of the SEC and
      make generally available to its securityholders earnings statements
      satisfying the provisions of Section 11(a) of the Securities Act and Rule
      158 thereunder (or any similar rule promulgated under the Securities Act)
      no later than forty-five (45) days after the end of any 12-month period
      (or ninety (90) days after the end of any 12-month period if such period
      is a fiscal year) (i) commencing at the end of any fiscal quarter in which
      Registrable Securities are sold to an underwriter or to underwriters in a
      firm commitment or best efforts underwritten offering and (ii) if not sold
      to an underwriter or to underwriters in such an offering, commencing on
      the first day of the first fiscal quarter of the Company after the
      effective date of the relevant Registration Statement, which statements
      shall cover said 12-month periods.

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

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

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

            Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(c)(ii), 3(c)(iv),
3(c)(v), or 3(c)(vi) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by the Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(k) hereof), or until it is advised
in writing (the "ADVICE") by the Company 

                                       14
<PAGE>
that the use of the applicable Prospectus may be resumed, and has received
copies of any amendments or supplements thereto, and, if so directed by the
Company, such Holder will deliver to the Company all copies, other than
permanent file copies, then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event the Company shall give any such notice, the period of time
for which a Registration Statement is required hereunder to be effective shall
be extended by the number of days during such periods from and including the
date of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such Registration Statement shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 3(k) hereof or (y) the Advice.

      Section 4. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Holder and each Person, if any, who controls
such Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, or is under common control with, or is
controlled by, such Holder, from and against any and all losses, claims, damages
and liabilities (including, without limitation, the reasonable legal fees and
other reasonable out-of-pocket expenses actually incurred in connection with any
suit, action or proceeding or any claim asserted), caused by, arising out of or
based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(ii) any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) or caused by any omission
or alleged omission to state in any such Prospectus a material fact required to
be stated or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Holder furnished to the Company in
writing by such Holder expressly for use therein; PROVIDED, HOWEVER, that the
Company will not be liable if such untrue statement or omission or alleged
untrue statement or omission was contained or made in any preliminary prospectus
and corrected in the Prospectus or any amendment or supplement thereto and the
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission of a material fact that was the subject matter of
the related proceeding and any such loss, liability, claim, damage or expense
suffered or incurred by the Holders resulted from any action, claim or suit by
any Person who purchased Registrable Securities which are the subject thereof
from such Holder and it is established in the related proceeding that such
Holder failed to deliver or provide a copy of the Prospectus (as mended or
supplemented) to such Person with or prior to the confirmation of the sale of
such Registrable Securities sold to such Person if required by applicable law,
unless such failure to deliver or provide a copy of the Prospectus (as amended
or supplemented was a result of noncompliance by the Company with Section 5 of
this Agreement.

            (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign any Registration
Statement, and each Person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 

                                       15
<PAGE>
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Holder, but only with reference to information relating to such
Holder furnished to the Company in writing by such Holder expressly for use in
any Registration Statement or any Prospectus (or any amendment or supplement
thereto) or any preliminary prospectus. The liability of any Holder under this
paragraph shall in no event exceed the proceeds received by such Holder from
sales of Registrable Securities giving rise to such obligations.

            (c) In case any suit, action, proceeding (including any governmental
or regulatory investigation), claim or demand shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to either paragraph
(a) or (b) above, such Person (the "INDEMNIFIED PARTY") shall promptly notify
the Person against which such indemnity may be sought (the "INDEMNIFYING PARTY")
in writing and the Indemnifying Party, upon request of the Indemnified Party,
shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may
reasonably designate in such proceeding and shall pay the reasonable fees and
expenses actually incurred of such counsel relating to such proceeding;
PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party shall
not relieve it of any obligation or liability which it may have hereunder or
otherwise (unless and only to the extent that such failure directly results in
the loss or compromise of any material rights or defenses by such Indemnifying
Party and such Indemnifying Party was not otherwise aware of such action or
claim). In any such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed in writing to the contrary, (ii)
the Indemnifying Party shall have failed to retain within a reasonable period of
time counsel reasonably satisfactory to such Indemnified Party or parties or
(iii) the named parties to any such proceeding (including any impleaded parties)
include both such Indemnified Party or parties and the indemnifying parties or
an affiliate of the indemnifying parties or such indemnified parties and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that,
unless there exists a conflict among indemnified parties, the indemnifying
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed promptly after
receipt of the invoice therefore as they are incurred. Any such separate firm
for the Holders and such control Persons of the Holders shall be designated in
writing by Holders who sold a majority in interest of Registrable Securities
sold by all such Holders and any such separate firm for the Company, its
directors, its officers and such control Persons of the Company shall be
designated in writing by the Company. The Indemnifying Party shall not be liable
for any settlement of any proceeding 

                                       16
<PAGE>
effected without its prior written consent, but if settled with such consent or
if there is a final non-appealable judgment for the plaintiff for which the
Indemnified Party is entitled to indemnification pursuant to this Agreement, the
Indemnifying Party agrees to indemnify any Indemnified Party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Party shall have requested
an Indemnifying Party to reimburse the Indemnified Party for reasonable fees and
expenses actually incurred by counsel as contemplated by the third sentence of
this paragraph, the Indemnifying Party agrees that it shall be liable for any
settlement of any proceeding effected without its prior written consent if (i)
such settlement is entered into more than 30 days after receipt by such
Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party
shall not have reimbursed the Indemnified Party in accordance with such request
prior to the date of such settlement; PROVIDED, HOWEVER, that the Indemnifying
Party shall not be liable for any settlement effected without its consent
pursuant to this sentence if the Indemnifying Party is contesting, in good
faith, the request for reimbursement. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement (1) includes an unconditional release
of such Indemnified Party in form and substance satisfactory to such Indemnified
Party from all liability on Claims that are the subject matter of such
proceeding and (2) does not include any statement as to an admission of fault,
culpability or failure to act by or on behalf of any Indemnified Party.

            (d) If the indemnification provided for in paragraph (a) or (b) of
this Section 4 is unavailable (other than by reason of the exceptions
specifically provided therein) to, or insufficient to hold harmless, an
Indemnified Party in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Party under such paragraphs, in lieu
of indemnifying such Indemnified Party thereunder and in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by such Indemnified Party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect (i) the relative
benefits received by the Company on the one hand and the Holders on the other
hand from the offering of such Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, not only such
relative benefits but also the relative fault of the Company on the one hand and
the Holders on the other in connection with the statements or omissions (or
alleged statements or omissions) that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
the Holders on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission, and any other equitable considerations appropriate in the
circumstances.

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

                                       17
<PAGE>
been required to pay or has paid by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

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

            Section 5. MISCELLANEOUS.

            (a) NO INCONSISTENT AGREEMENTS. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into, or cause or
permit any of its subsidiaries to enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.


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

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

            (d) NOTICES. All notices, requests, demands and other communications
hereunder, and each other agreement required to be entered into pursuant to the
terms and conditions of this Agreement, shall be in writing and shall be
delivered by hand, overnight courier, facsimile transmission, or by United
States Mail, and shall be deemed to have been duly given when actually received,
or when mailed, first class postage prepaid, certified mail, return receipt
requested, to the addresses set forth below, or to such other address as may be
designated hereafter by prior written notice from the recipient to the sender:

                                       18
<PAGE>
      If to the Company:            Packaged Ice, Inc.
                                    Attention:  Chief Executive Officer
                                    8572 Katy Freeway, Suite 101
                                    Houston, Texas 77024

      With a copy to:               Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    Attention:  Alan Schoenbaum
                                    300 Convent, Suite 1500
                                    San Antonio, Texas 78205
                                    Facsimile: (210) 224-2035

      If to the Investor:           Ares Leveraged investment Fund, L.P.
                                    Attention: David Sachs, Vice President
                                    1999 Avenue of the Stars
                                    Los Angeles, CA 90067

            (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto and the Holders; PROVIDED, HOWEVER, that this Agreement shall not inure
to the benefit of or be binding upon a successor or assign of a Holder unless
such successor or assign holds Registrable Securities.

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

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

            (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

            (i) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining

                                       19
<PAGE>
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

            (j) THIRD PARTY BENEFICIARY. The Holders are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.

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

            (l) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
by any of its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the holders of such required percentage.

            [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE FOLLOWS]

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<PAGE>
                         REGISTRATION RIGHTS AGREEMENT
                                SIGNATURE PAGE



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

                                    PACKAGED ICE, INC.


                                    By:__________________________________
                                    Name:________________________________
                                    Title:_______________________________


                                    ARES LEVERAGED INVESTMENT FUND, L.P.
                                    By: Ares Management, L.P.,
                                           Its General Partner


                                    By:__________________________________
                                    Name:________________________________
                                    Title:_______________________________