<PAGE>
                                                                     EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF DECEMBER 10, 2003

                                     BETWEEN

                               INPUT/OUTPUT, INC.

                                       AND

                       MORGAN STANLEY & CO. INCORPORATED,

                          AS THE SOLE INITIAL PURCHASER

<PAGE>

         REGISTRATION RIGHTS AGREEMENT dated as of December 10, 2003 between
Input/Output, Inc., a Delaware corporation (the "COMPANY"), and Morgan Stanley &
Co. Incorporated, as the sole initial purchaser listed on Schedule I (the
"INITIAL PURCHASER") to the Purchase Agreement dated December 4, 2003 (the
"PURCHASE AGREEMENT") with the Company. In order to induce the Initial Purchaser
to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

         The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Securities (as defined herein)
and the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Securities (each of the foregoing
a "HOLDER" and together the "HOLDERS"), as follows:

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

         "ADDITIONAL INTEREST AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "AFFILIATE" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

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

         "BUSINESS DAY" means any day, except a Saturday, Sunday or legal
holiday on which banking institutions in The City of New York are authorized or
obligated by law or executive order to close.

         "COMMON STOCK" means the shares of common stock, $0.01 par value per
share, of the Company, together with the Rights evidenced by such common stock
to the extent provided in the Rights Agreement, and any other shares of common
stock as may constitute "Common Stock" for purposes of the Indenture, including
the Underlying Common Stock.

         "CONVERSION PRICE" has the meaning assigned such term in the Indenture.

         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.

<PAGE>

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

         "EFFECTIVENESS PERIOD" means the period commencing on the first date
that a Shelf Registration Statement is declared effective under the Securities
Act hereof and ending on the date that all Securities and the Underlying Common
Stock have ceased to be Registrable Securities.

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

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

         "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

         "INDENTURE" means the Indenture dated as of December 10, 2003 between
the Company and The Bank of New York Trust Company of Florida, N.A., as trustee,
pursuant to which the Securities are being issued.

         "INITIAL PURCHASER" means the Initial Purchaser named in Schedule I to
the Purchase Agreement.

         "INTEREST PAYMENT DATE" means each June 15 and December 15.

         "ISSUE DATE" means the first date of original issuance of the
Securities.

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.

         "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated December 4, 2003 relating to the Securities.

         "NOTICE HOLDER" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

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

         "PROSPECTUS" means the prospectus included in a Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted pursuant to Rule 430A under the Securities Act),
as amended or supplemented, and all materials incorporated by reference in such
Prospectus.

                                        2
<PAGE>

         "RECORD HOLDER" means with respect to any Interest Payment Date
relating to any Securities or Underlying Common Stock as to which any Additional
Interest Amount or Liquidated Damages Amount, as the case may be, has accrued,
the registered holder of such Security or Underlying Common Stock on the June 1
or December 1 immediately preceding the Interest Payment Date.

         "REGISTRABLE SECURITIES" means the Securities until such Securities
have been converted into or exchanged for the Underlying Common Stock and, at
all times subsequent to any such conversion, the Underlying Common Stock and any
securities into or for which such Underlying Common Stock has been converted or
exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest
of (i) its effective registration under the Securities Act and resale in
accordance with a Shelf Registration Statement, (ii) expiration of the holding
period that would be applicable thereto under Rule 144(k) or (iii) its sale to
the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legend with respect to transfer restrictions required under the Indenture is
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e)
hereof.

         "REGISTRATION DEFAULT PERIOD" has the meaning set forth in Section 2(e)
hereof.

         "RIGHTS AGREEMENT" means the Rights Agreement dated as of January 17,
1997 between the Company and Harris Trust and Savings Bank, as rights agent, as
amended.

         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES" means the 5.50% Convertible Senior Notes due 2008 of the
Company to be purchased pursuant to the Purchase Agreement, including any
Securities purchased by the Initial Purchaser upon exercise of its option to
purchase additional Securities.

                                        3
<PAGE>

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

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof, including amendments to such registration statement, all exhibits
and all materials incorporated by reference in such registration statement.

         "SPECIAL COUNSEL" means Davis Polk & Wardwell or one such other
successor counsel as shall be specified by the Holders of a majority of the
Registrable Securities, but which may, with the written consent of the Initial
Purchaser (which shall not be unreasonably withheld), be another nationally
recognized law firm experienced in securities law matters designated by the
Company. For purposes of determining Holders of a majority of the Registrable
Securities in this definition, Holders of Securities shall be deemed to be the
Holders of the number of shares of Underlying Common Stock into which such
Securities are or would be convertible as of the date the consent is requested.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "TRUSTEE" means The Bank of New York Trust Company of Florida, N.A.,
the Trustee under the Indenture.

         "UNDERLYING COMMON STOCK" means the Common Stock into which the
Securities are convertible or issued upon any such conversion.

         "UNDERWRITERS" shall have the meaning set forth in the last paragraph
of Section 3 of this Agreement.

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter or
Underwriters for reoffering to the public.

         Section 2 . Shelf Registration. The Company shall prepare and file or
cause to be prepared and filed with the SEC, as soon as practicable but in any
event by the date (the "FILING DEADLINE") 90 days after the Issue Date, a
registration statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders of the Registrable Securities (a "SHELF REGISTRATION
STATEMENT"). The Shelf Registration Statement shall be on Form S-3 or another
appropriate form permitting registration of the Registrable Securities for
resale by the Holders in accordance with the methods of distribution elected by
the Holders and set forth in the Shelf Registration Statement. The Company shall
use its reasonable best efforts to cause a Shelf Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in
any event by the date (the "EFFECTIVENESS DEADLINE") that is 180 days after the
Issue Date, and to keep a

                                        4
<PAGE>

Shelf Registration Statement continuously effective under the Securities Act
until the expiration of the Effectiveness Period. At the time that the initial
Shelf Registration Statement is declared effective, each Holder that became a
Notice Holder on or prior to the date ten Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the initial Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver the Prospectus to purchasers of Registrable Securities in
accordance with applicable law. None of the Company's security holders (other
than the Holders of Registrable Securities) shall have the right to include any
of the Company's securities in a Shelf Registration Statement.

         (b)      If a Shelf Registration Statement covering resales of the
Registrable Securities ceases to be effective for any reason at any time during
the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 30 days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement so
that all Registrable Securities outstanding as of the date of such filing are
covered by a Shelf Registration Statement. If a new Shelf Registration Statement
is filed, the Company shall use its reasonable best efforts to cause the new
Shelf Registration Statement to become effective as promptly as is practicable
after such filing and to keep the new Shelf Registration Statement continuously
effective until the end of the Effectiveness Period.

         (c)      The Company shall amend and supplement the Prospectus and
amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or file a new Shelf Registration Statement, if
required by the Securities Act or as necessary and reasonably requested by the
Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable
Securities covered by such Shelf Registration Statement, or any other documents
necessary to name a Notice Holder as a selling securityholder pursuant to
Section 2(d) below.

         (d)      Each Holder may sell Registrable Securities pursuant to a
Shelf Registration Statement and related Prospectus only in accordance with this
Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus
shall deliver a Notice and Questionnaire to the Company at least three Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. From and after the date the initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date a

                                        5
<PAGE>

Notice and Questionnaire is delivered, and in any event upon the later of (x)
five Business Days after such date or (y) five Business Days after the
expiration of any Deferral Period in effect when the Notice and Questionnaire is
delivered or put into effect within five Business Days of such delivery date:

                  (i)      if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by applicable law, (a) file a supplement to the
         related Prospectus or a supplement or amendment to any document
         incorporated therein by reference or (b) file a new Shelf Registration
         Statement or any other required document, so that the Holder delivering
         such Notice and Questionnaire is named as a selling securityholder in a
         Shelf Registration Statement and the related Prospectus in such a
         manner as to permit such Holder to deliver such Prospectus to
         purchasers of the Registrable Securities in accordance with applicable
         law and, if the Company shall file a post-effective amendment to a
         Shelf Registration Statement or shall file a new Shelf Registration
         Statement, the Company shall use its reasonable best efforts to cause
         such post-effective amendment or new Shelf Registration Statement to be
         declared effective under the Securities Act as promptly as is
         practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS
         DEADLINE") that is 45 days after the date such post-effective amendment
         or new Shelf Registration Statement is required by this clause to be
         filed;

                  (ii)     provide such Holder copies of any documents filed
         pursuant to Section 2(d)(i); and

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

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Shelf Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten
Business Days from the expiration of a Deferral Period (and the Company shall
incur no obligation to pay any Additional Interest Amount or Liquidated Damages
Amount, as the case may be, during or with respect to any such extension) if
such Deferral Period shall be in effect on the original Amendment Effectiveness
Deadline.

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<PAGE>

         (e)      The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if, except as expressly permitted
hereunder:

                  (i)      a Shelf Registration Statement has not been filed on
         or prior to the Filing Deadline,

                  (ii)     a Shelf Registration Statement has not been declared
         effective under the Securities Act on or prior to the Effectiveness
         Deadline,

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

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

                  (v)      the aggregate duration of Deferral Periods in any
         period exceeds the number of days permitted in respect of such period
         pursuant to Section 3(h) hereof, or

                  (vi)     the number of Deferral Periods in any period exceeds
         the number permitted in respect of such period pursuant to Section 3(h)
         hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin and end on
the dates set forth in the table set forth below:

<TABLE>
<CAPTION>
     Type of
   Registration
Default by Clause                Beginning Date                         Ending Date
-----------------   ----------------------------------------  -------------------------------
<S>                 <C>                                       <C>
(i)                 Filing Deadline                           the date the initial Shelf
                                                              Registration Statement is filed

(ii)                Effectiveness Deadline                    the date the initial Shelf
                                                              Registration Statement becomes
                                                              effective under the Securities Act

(iii)               the date by which the Company is          the date the Company performs its
                    required to perform its                   obligations set forth in Section
</TABLE>

                                        7
<PAGE>

<TABLE>
<CAPTION>
     Type of
   Registration
Default by Clause                Beginning Date                         Ending Date
-----------------   ----------------------------------------  -------------------------------
<S>                 <C>                                       <C>
                    obligations under Section 2(d)(i)         2(d)(i)

(iv)                the Amendment Effectiveness               the date the applicable post-
                    Deadline                                  effective amendment to a Shelf
                                                              Registration Statement or a new
                                                              Shelf Registration Statement
                                                              becomes effective under the
                                                              Securities Act

(v)                 the date on which the aggregate           termination of the Deferral Period that
                    duration of Deferral Periods in any       caused the limit on the aggregate duration
                    period exceeds the number of days         of Deferral Periods to be exceeded
                    permitted by Section 3(h)

(vi)                the date of commencement of a Deferral    termination of the Deferral Period that
                    Period that causes the number of          caused the number of Deferral Periods to
                    Deferral Periods to exceed the number     exceed the number permitted by Section 3(h)
                    permitted by Section 3(h)
</TABLE>

For purposes of this Agreement, Registration Defaults shall begin on the dates
set forth in the table above and shall continue until the ending dates set forth
in the table above.

         Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have occurred and are continuing (a "REGISTRATION
DEFAULT PERIOD"), the Company shall pay, as liquidated damages and not as a
penalty, to Record Holders of Registrable Securities in respect of each day in
the Registration Default Period, (i) additional interest in respect of any
Security, at a rate per annum equal to 0.5% of the aggregate principal amount of
such Security (the "ADDITIONAL INTEREST AMOUNT") and (ii) liquidated damages in
respect of each share of Underlying Common Stock that has been issued upon
conversion of a Security at a rate per annum equal to 0.5% on the Conversion
Price on such date (the "LIQUIDATED DAMAGES AMOUNT"), as the case may be;
provided that in the case of a Registration Default Period that is in effect
solely as a result of a Registration Default of the type described in clause
(iii) or (iv) of the preceding paragraph, such Additional Interest Amount or
Liquidated Damages Amount, as applicable, shall be paid only to the Holders (as
set forth in the succeeding

                                        8
<PAGE>

paragraph) that have delivered Notices and Questionnaires that caused the
Company to incur the obligations set forth in Section 2(d) the non-performance
of which is the basis of such Registration Default. In calculating the
Liquidated Damages Amount on shares of Underlying Common Stock on any date on
which no Securities are outstanding, the Conversion Price used shall be based on
the Conversion Price that would be in effect if the Securities were still
outstanding. Notwithstanding the foregoing, no Additional Interest Amount or
Liquidated Damages Amount shall accrue as to any Registrable Security from and
after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of
the Additional Interest Amount or the Liquidated Damages Amount, as applicable,
with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Registration
Defaults.

         The Additional Interest Amount or the Liquidated Damages Amount, as
applicable, shall accrue from the first day of the applicable Registration
Default Period, and shall be payable on each Interest Payment Date during the
Registration Default Period (and on the Interest Payment Date next succeeding
the end of the Registration Default Period if the Registration Default Period
does not end on a Interest Payment Date) to the Record Holders of the
Registrable Securities entitled thereto; provided that any Additional Interest
Amount or Liquidated Damages Amount, as applicable, accrued with respect to any
Security or portion thereof purchased by the Company on a repurchase date or
converted into Underlying Common Stock on a conversion date prior to the
Interest Payment Date, shall, in any such event, be paid instead to the Holder
who submitted such Security or portion thereof for purchase or conversion on the
applicable repurchase date or conversion date, as the case may be, on such date
(or promptly following the conversion date, in the case of conversion), unless
the repurchase date falls after June 1 or December 1 and on or prior to the
corresponding Interest Payment Date; and provided further, that, in the case of
a Registration Default of the type described in clause (iii) or (iv) of the
first paragraph of this Section 2(e) such Additional Interest Amount or
Liquidated Damages Amount shall be paid only to the Holders entitled thereto by
check mailed to the address set forth in the Notice and Questionnaire delivered
by such Holder. In the event that the Company shall fail to pay any Additional
Interest Amount due hereunder on the applicable payment date, the Company shall
pay interest from such date with respect to payments of Additional Interest
Amount at a rate of 1% above the rate otherwise then payable hereunder. In the
event that the Company shall fail to pay any Liquidated Damages Amount on the
applicable payment date, the Company shall pay from such date Liquidated Damages
Amount at a rate equal to 1% above the rate of Liquidated Damages otherwise then
payable on the Underlying Common Stock that has been issued upon conversion of a
Security hereunder.

                                        9
<PAGE>

         The Trustee shall be entitled, on behalf of registered holders of
Securities or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of such Additional
Interest Amount or Liquidated Damages Amount. Notwithstanding the foregoing, the
parties agree that the sole damages payable for a violation of the terms of this
Agreement with respect to which additional interest or liquidated damages are
expressly provided shall be such additional interest or liquidated damages.
Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

         The parties hereto agree that the additional interest or liquidated
damages provided for in this Section 2(e) constitute a reasonable estimate of
the damages that may be incurred by Holders of Registrable Securities by reason
of the failure of a Shelf Registration Statement to be filed or declared
effective or available for effecting resales of Registrable Securities in
accordance with the provisions hereof.

         Section 3 . Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

         (a)      Before filing any Shelf Registration Statement or Prospectus
or any amendments or supplements thereto with the SEC, furnish to the Initial
Purchaser and the Special Counsel of such offering, if any, copies of all such
documents proposed to be filed at least three Business Days prior to the filing
of such Shelf Registration Statement or amendment thereto or Prospectus or
supplement thereto.

         (b)      Subject to Section 3(h) hereof, prepare and file with the SEC
such amendments and post-effective amendments to each Shelf Registration
Statement as may be necessary to keep such Shelf Registration Statement
continuously effective during the Effectiveness Period; 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) under the Securities Act; and use its best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Shelf Registration Statement
during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Shelf Registration
Statement as so amended or such Prospectus as so supplemented.

                                       10
<PAGE>

         (c)      As promptly as practicable give notice to the Notice Holders,
the Initial Purchaser and the Special Counsel, (i) when any Prospectus,
prospectus supplement, Shelf Registration Statement or post-effective amendment
to a Shelf Registration Statement has been filed with the SEC and, with respect
to a Shelf Registration Statement or any post-effective amendment, when the same
has been declared effective, (ii) of any request, following the effectiveness of
the initial Shelf Registration Statement under the Securities Act, by the SEC or
any other federal or state governmental authority for amendments or supplements
to any Shelf Registration Statement or related Prospectus or for additional
information, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Shelf Registration Statement or the initiation or threatening of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of, but not the nature of or details concerning, a Material Event and
of the determination by the Company that a post-effective amendment to a Shelf
Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)) state that
it constitutes a Deferral Notice, in which event the provisions of Section 3(h)
shall apply.

         (d)      Use its reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Shelf Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction in which they
have been qualified for sale, in either case at the earliest possible moment,
and provide immediate notice to each Notice Holder and the Initial Purchaser of
the withdrawal of any such order.

         (e)      As promptly as practicable furnish to each Notice Holder, the
Special Counsel and the Initial Purchaser, upon request and without charge, at
least one conformed copy of each Shelf Registration Statement and any amendment
thereto, including exhibits and all documents incorporated or deemed to be
incorporated therein by reference.

         (f)      During the Effectiveness Period, deliver to each Notice
Holder, the Special Counsel, if any, and the Initial Purchaser, in connection
with any sale of Registrable Securities pursuant to a Shelf Registration
Statement, and to each Underwriter of an Underwritten Offering of Registrable
Securities, without charge, as many copies of the Prospectus relating to such
Registrable Securities (including each preliminary prospectus) and any amendment
or supplement thereto as any such person may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or

                                       11
<PAGE>

supplement thereto by each such person in connection with any offering and sale
of the Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.

         (g)      Prior to any public offering of the Registrable Securities
pursuant to a Shelf Registration Statement, use its reasonable best efforts to
register or qualify or cooperate with the Notice Holders and the Special 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 any Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, use its
reasonable best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder's offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities in the manner set forth in
the Shelf Registration Statement and the related Prospectus; provided that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

         (h)      Upon (A) the issuance by the SEC of a stop order suspending
the effectiveness of a Shelf Registration Statement or the initiation of
proceedings with respect to a Shelf Registration Statement under Section 8(d) or
8(e) of the Securities Act, (B) the occurrence of any event or the existence of
any fact (a "MATERIAL EVENT") as a result of which a Shelf Registration
Statement shall 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, or any Prospectus shall 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 the light of the
circumstances under which they were made, not misleading, or (C) the occurrence
or existence of any pending corporate development that, in the reasonable
discretion of the Company, makes it appropriate to suspend the availability of a
Shelf Registration Statement and the related Prospectus:

                  (i)      in the case of clause (B) above, as promptly as
         practicable prepare and file, if necessary pursuant to applicable law,
         a post-effective amendment to such Shelf Registration Statement or a
         supplement to the related Prospectus or any document incorporated
         therein by reference or

                                       12
<PAGE>

         file any other required document that would be incorporated by
         reference into such Shelf Registration Statement and Prospectus so that
         such Shelf Registration Statement does 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 such Prospectus does 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 the
         light of the circumstances under which they were made, not misleading,
         as thereafter delivered to the purchasers of the Registrable Securities
         being sold thereunder, and, in the case of a post-effective amendment
         to a Shelf Registration Statement, use its reasonable best efforts to
         cause it to be declared effective as promptly as is practicable, and

                  (ii)     give notice to the Notice Holders, and the Special
         Counsel, if any, that the availability of a Shelf Registration
         Statement is suspended (a "DEFERRAL NOTICE").

The Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay additional interest or liquidated damages pursuant to
Section 2(e), so long as the aggregate duration of any periods during which the
availability of the Shelf Registration Statement and any Prospectus is suspended
(the "DEFERRAL PERIOD") does not exceed 30 days in any three month period (or 60
days in any three month period in the event of a Material Event pursuant to
which the Company has delivered a second notice as required below) or 90 days in
any 12 month period; provided that in the case of a Material Event relating to
an acquisition or a probable acquisition, disposition or financing,
recapitalization, business combination or other similar transaction, the Company
may, without incurring any obligation to pay additional interest or liquidated
damages pursuant to Section 2(e), deliver to Notice Holders a second notice to
the effect set forth above, which shall have the effect of extending the
Deferral Period by up to an additional 30 days, or such shorter period of time
as is specified in such second notice.

         (i)      If requested in writing in connection with a disposition of
Registrable Securities pursuant to a Shelf Registration Statement, make

                                       13
<PAGE>

reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities, any
broker-dealers, Underwriters participating in any disposition pursuant to such
Shelf Registration Statement, attorneys and accountants retained by such Notice
Holders, and any attorneys or other agents retained by a broker-dealer engaged
by such Notice Holders, all relevant financial and other records and pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the appropriate officers, directors and employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours on reasonable notice all relevant information reasonably requested by such
representative for the Notice Holders, or any such broker-dealers, Underwriters,
attorneys or accountants in connection with such disposition, in each case as is
customary for similar "due diligence" examinations; provided that such persons
shall first agree in writing with the Company that any non-public information
shall be used solely for the purposes of satisfying "due diligence" obligations
under the Securities Act and exercising rights under this Agreement and shall be
kept confidential by such persons, unless (i) disclosure of such information is
required by court or administrative order or is necessary to respond to
inquiries of regulatory authorities, (ii) in the opinion of Special Counsel,
disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of any Shelf Registration Statement or the use of any prospectus referred to in
this Agreement), (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person or (iv) such information becomes available to any such person from a
source other than the Company and such source is not bound by a confidentiality
agreement, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the Special
Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt
prior written notice of such requirement so that the Company may seek a
protective order or other appropriate remedy.

         (j)      if requested by any Notice Holder, (i) promptly incorporate in
the Shelf Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holder may
reasonably request to be included therein (unless the Company reasonably objects
to such inclusion and, in the opinion of the Special Counsel, such information
is not required to be so incorporated) and (ii) make all required filings of
such supplement or such post-effective amendment as soon as practicable after
the Company has received notification of the matters to be incorporated in such
filing.

         (k)      Comply with all applicable rules and regulations of the SEC
and make generally available to its securityholders earning statements (which
need not

                                       14
<PAGE>

be audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
for a 12-month period commencing on the first day of the first fiscal quarter of
the Company commencing after the effective date of a Shelf Registration
Statement, which statements shall be made available no later than 45 days after
the end of the 12-month period or 90 days if the 12-month period coincides with
the fiscal year of the Company.

         (l)      Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold or to be sold pursuant to a Shelf Registration Statement, which
certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
one Business Day prior to any sale of such Registrable Securities.

         (m)      Enter into such customary agreements and take all such other
actions in connection therewith (including those requested by the Holders of a
majority of the Registrable Securities covered by the Shelf Registration
Statement) in order to expedite or facilitate the disposition of the Registrable
Securities covered by the Shelf Registration Statement, including, but not
limited to (but subject in all respects to the final paragraph below of this
Section 3), an Underwritten Offering and in such connection, (i) to the extent
possible, make such representations and warranties to such Holders and any
Underwriters of such Registrable Securities with respect to the business of the
Company and its subsidiaries, such Shelf Registration Statement, the related
Prospectus and documents incorporated by reference or deemed incorporated by
reference and related matters, 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) obtain opinions of counsel to the
Company (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their counsel)
addressed to each Notice Holder and Underwriter of such Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain "cold comfort" letters from the independent certified
public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any person or business
acquired by the Company for which financial statements and financial data are or
are required to be included or incorporated by reference in the Shelf
Registration Statement or the related Prospectus or in the documents
incorporated or deemed to be incorporated therein) addressed to the Company and
each Notice Holder and Underwriter of such Registrable Securities, 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 (iv)
deliver such documents and certificates as may be reasonably requested by the
Underwriters, and which are

                                       15
<PAGE>

customarily delivered in underwritten offerings to evidence the continued
validity of the representations and warranties of the Company made pursuant to
clause (i) above and to evidence compliance with any customary conditions
contained in the related underwriting agreement.

         (n)      Provide a CUSIP number for all Registrable Securities covered
by each Shelf Registration Statement not later than the effective date of such
Shelf Registration Statement and provide the Trustee and the transfer agent for
the Common Stock with printed certificates for the Registrable Securities that
are in a form eligible for deposit with The Depository Trust Company.

         (o)      Use its reasonable best efforts to cause the Indenture to be
qualified under the TIA in connection with the registration of the Registrable
Securities, cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its reasonable best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner.

         (p)      Cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.

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

         (r)      Upon (i) the filing of the initial Shelf Registration
Statement and (ii) the effectiveness of the initial Shelf Registration
Statement, announce the same, in each case by release to Reuters Economic
Services and Bloomberg Business News.

         The Notice Holders who desire to do so may, subject to the prior
agreement of the Company, sell Registrable Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers (the "UNDERWRITERS") that will administer the
offering will be selected by the Notice Holders of a majority of the Registrable
Securities being sold pursuant to the Shelf Registration Statement.

         Section 4 . Holders' Obligations. (a) Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder shall be entitled to
sell any of such Registrable Securities pursuant to a Shelf Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including

                                       16
<PAGE>

the information required to be included in such Notice and Questionnaire), any
information regarding such Holder that is requested by the SEC and the
information set forth in the next sentence. Each Notice Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as the Company may from time to time
reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         (b)      Upon receipt of any Deferral Notice, each Notice Holder agrees
not to sell any Registrable Securities pursuant to any Shelf Registration
Statement until such Notice Holder's receipt of copies of the supplemented or
amended Prospectus provided for in Section 3(h)(i), 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 incorporated by reference therein.

         Section 5 . Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under this Agreement whether or not any Shelf Registration Statement
is declared effective. Such fees and expenses shall include, without limitation,
(i) all registration and filing fees (including, without limitation, fees and
expenses (x) with respect to filings required to be made with the National
Association of Securities Dealers, Inc. and SEC and (y) of compliance with
federal and state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of the Special Counsel in connection with Blue
Sky qualifications of the Registrable Securities under the laws of such
jurisdictions as Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Shelf Registration Statement may designate), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company), (iii) printing and duplication expenses relating to
copies of any Shelf Registration Statement or Prospectus delivered to any
Holders hereunder, (iv) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Shelf Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement,

                                       17
<PAGE>

(v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) fees and disbursements of counsel for the
Company in connection with any Shelf Registration Statement, (vii) the fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock, (viii) any Securities Act liability insurance
obtained by the Company in its sole discretion, (ix) the fees and disbursements
of Special Counsel (other than fees and expenses in connection with an
Underwritten Offering), and (x) the fees and disbursements of the independent
public accountants of the Company and of any other Person or business whose
financial statements are included or incorporated or deemed to be incorporated
by reference in a Shelf Registration Statement, including the expenses of any
"cold comfort" or similar letters required by or incident to such performance
and compliance. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities and the Underlying Common Stock on any
securities exchange on which similar securities of the Company are then listed
and the fees and expenses of any person, including special experts, retained by
the Company. Notwithstanding the provisions of this Section 5, each seller of
Registrable Securities shall pay any broker's commission, agency fee or
underwriter's discount or commission in connection with the sale of the
Registrable Securities under a Shelf Registration Statement.

         Section 6 . Indemnification and Contribution.

         (a)      The Company agrees to indemnify and hold harmless each Holder
(including the Initial Purchaser), each person, if any, who controls any Holder
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and each affiliate of any Holder within the meaning of Rule
405 under the Securities Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Holder in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Shelf Registration
Statement or any amendment thereof, any preliminary prospectus or 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
therein a material fact required to be stated therein or necessary to make the
statements therein 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 based upon information relating to any
Holder furnished to the Company in writing by such Holder expressly for use
therein; provided that the foregoing indemnity shall not inure to the benefit of
any Holder (or to the benefit of any person controlling such Holder) from whom
the person

                                       18
<PAGE>

asserting such losses, claims, damages or liabilities purchased the Registrable
Securities, if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such Holder to such person, if required by law so to
have been delivered at or prior to the written confirmation of the sale of the
Registrable Securities to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 2(c) hereof. In connection with any Underwritten
Offering permitted by Section 3, the Company will also indemnify the
Underwriters participating in the distribution, their officers and directors and
each person who controls any such persons within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders, if requested
in connection with any Shelf Registration Statement.

         (b)      Each Holder agrees severally and not jointly to indemnify and
hold harmless the Company and its directors, its officers who sign any Shelf
Registration Statement and each person, if any, who controls the Company (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) or any other Holder, 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 such Shelf Registration Statement or Prospectus or amendment or
supplement thereto. In no event shall the liability of any Holder hereunder be
greater in amount than the dollar amount of the proceeds received by such Holder
upon the sale of the Registrable Securities pursuant to the Shelf Registration
Statement giving rise to such indemnification obligation.

         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom 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 designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
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 to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing

                                       19
<PAGE>

interests between them. It is understood that the indemnifying party shall not,
in respect of the legal expenses of any indemnified party 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 as they are incurred. Such firm shall be designated in
writing by, in the case of parties indemnified pursuant to Section 6(a), the
Holders of a majority (with Holders of Securities deemed to be the Holders, for
purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Securities are or would be convertible as of the
date on which such designation is made) of the Registrable Securities covered by
the Shelf Registration Statement held by Holders that are indemnified parties
pursuant to Section 6(a) and, in the case of parties indemnified pursuant to
Section 6(b), the Company. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment that is
indemnifiable pursuant to Section 6(a) or 6(b), as the case may be. 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
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

         (d)      To the extent that the indemnification provided for in Section
6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits

                                       20
<PAGE>

received by the Company shall be deemed to be equal to the total net proceeds
from the initial placement pursuant to the Purchase Agreement (before deducting
expenses) of the Registrable Securities to which such losses, claims, damages or
liabilities relate. The relative benefits received by any Holder shall be deemed
to be equal to the value of receiving registration rights under this Agreement
for the Registrable Securities. The relative fault of the Holders on the one
hand and the Company 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 Holders or by the Company, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Holders' respective obligations to contribute
pursuant to this (d) are several in proportion to the respective number of
Registrable Securities they have sold pursuant to a Shelf Registration
Statement, and not joint.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding this Section 6(d), no indemnifying party that is a selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

         (e)      The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
an indemnified party at law or in equity, hereunder, under the Purchase
Agreement or otherwise.

         (f)      The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder, any person controlling any Holder or any affiliate of any Holder
or by or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) the sale of any Registrable Securities by any
Holder.

         Section 7 . Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period, the Company is not subject
to

                                       21
<PAGE>

the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under the
Exchange Act.

         Section 8 . Miscellaneous.

         (a)      No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Securities are or would be convertible as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Shelf Registration Statement; provided that the provisions of
this sentence may not be amended, modified or supplemented except in accordance
with the provisions of the immediately preceding sentence. Notwithstanding the
foregoing sentence, this Agreement may be amended by written agreement signed by
the Company and the Initial Purchaser, without the consent of the Holders of
Registrable Securities, to cure any ambiguity or to correct or supplement any
provision contained herein that may be defective or

                                       22
<PAGE>

inconsistent with any other provision contained herein, or to make such other
provisions in regard to matters or questions arising under this Agreement that
shall not adversely affect the interests of the Holders of Registrable
Securities. Each Holder of Registrable Securities outstanding at the time of any
such amendment, modification, supplement, waiver or consent or thereafter shall
be bound by any such amendment, modification, supplement, waiver or consent
effected pursuant to this Section 8(b) whether or not any notice, writing or
marking indicating such amendment, modification, supplement, waiver or consent
appears on the Registrable Securities or is delivered to such Holder.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier or by first-class mail, return receipt requested, and shall be deemed
given (i) when made, if made by hand delivery, (ii) upon confirmation, if made
by telecopier, (iii) one Business Day after being deposited with such courier,
if made by overnight courier or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:

                  (i)      if to a Holder, at the most current address given by
         such Holder to the Company in a Notice and Questionnaire or any
         amendment thereto;

                  (ii)     if to the Company, to:

                              Input/Output, Inc.
                              12300 Parc Crest Dr.
                              Stafford, Texas 77477
                              Attention: Brad Eastman, Chief Administrative
                               Officer
                              Telecopy No.: (281) 879-3626

                              with a copy to:

                              Fulbright & Jaworski L.L.P.
                              1301 McKinney, Suite 5100,
                              Houston, Texas 77010
                              Attention: Marc H. Folladori
                              Telecopy No.: (713) 651-5246

                  (iii)    if to the Initial Purchaser, to:

                              Morgan Stanley & Co. Incorporated
                              1585 Broadway
                              New York, New York
                              Attention: Equity Capital Markets
                              Telecopy No.: (212) 761-0538

                                       23
<PAGE>

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d)      Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the Securities Act) (other than the Initial
Purchaser or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (e)      Successors and Assigns. Any person who purchases any
Registrable Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities, provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Indenture. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities, such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
person shall be entitled to receive the benefits hereof.

         (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 original and all of which taken together
shall constitute one and the same agreement.

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

         (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (i)      Severability. If any term, provision, covenant or restriction
of this Agreement is held 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 thereby, 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

                                       24
<PAGE>

contemplated by such term, provision, covenant or restriction, it being intended
that all of the rights and privileges of the parties shall be enforceable to the
fullest extent permitted by law.

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement.

         (k)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for additional interest or
liquidated damages under Section 2(e) hereof to the extent such damages accrue
prior to the end of the Effectiveness Period, each of which shall remain in
effect in accordance with its terms.

                                       25
<PAGE>

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

                                                    INPUT/OUTPUT, INC.

                                                    By: /s/ Brad Eastman
                                                        -----------------------
                                                        Name: Brad Eastman
                                                        Title: Vice President

<PAGE>

Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED

By: /s/ Carl F. Giesler
    --------------------------
    Name: Carl F. Giesler
    Title: Vice President