<PAGE>   1
                                                                    EXHIBIT 10.1

                       FORM OF STOCK PURCHASE AGREEMENT

Cyberonics, Inc.
16511 Space Center Boulevard, Suite 600
Houston, Texas 77058

The undersigned (the "INVESTOR"), hereby confirms its agreement with you as
follows:

1. This Stock Purchase Agreement (the "AGREEMENT") is made as of the date set
forth below among Cyberonics, Inc., a Delaware corporation (the "COMPANY"), and
the Investor.

2. The Company has authorized the sale and issuance of up to 2,525,000 shares
(the "SHARES") of common stock of the Company, $.01 par value per share (the
"COMMON STOCK"), to certain investors in a private placement (the "OFFERING").

3. The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor _______ Shares at a
purchase price of $18.00 per Share, or an aggregate purchase price of
$____________________, pursuant to the Terms and Conditions for Purchase of
Shares attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein. Unless otherwise requested by the Investor in Exhibit
A, certificates representing the Shares purchased by the Investor will be
registered in the Investor's name and address as set forth below.

4. The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or its affiliates, (b) neither it, nor any group of which it is a
member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it has no direct or
indirect affiliation or association with any National Association of Securities
Dealers, Inc. ("NASD") member. Exceptions:

(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")

<PAGE>   2

Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.

                                       DATED AS OF:  February 13, 2001


                                       "INVESTOR"

                                       By: ____________________________________
                                       Print Name: ____________________________
                                       Title: _________________________________
                                       Address: _______________________________

AGREED AND ACCEPTED:
CYBERONICS, INC.

By: ______________________________
Title: ___________________________


                                       2
<PAGE>   3
                                                                    EXHIBIT 10.1


                                     ANNEX I

                   TERMS AND CONDITIONS FOR PURCHASE OF SHARES

         1. AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.

                  1.1 PURCHASE AND SALE. At the Closing (as defined in Section
2), the Company will sell to the Investor, and the Investor will purchase from
the Company, upon the terms and conditions hereinafter set forth, the number of
Shares set forth in paragraph 3 of the Stock Purchase Agreement to which these
Terms and Conditions for Purchase of Shares are attached as Annex I and at the
purchase price set forth in such paragraph.

                  1.2 OTHER INVESTORS. As part of the Offering, the Company
proposes to enter into this same form of Stock Purchase Agreement with certain
other investors (the "OTHER INVESTORS"), and the Company expects to complete
sales of Shares to them. (The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the "INVESTORS," and this Agreement and
the Stock Purchase Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the "AGREEMENTS.") The Company will accept
executed Agreements from Investors for the purchase of Shares commencing upon
the date on which the Company provides the Investors with the proposed purchase
price per Share and concluding upon the date (the "SUBSCRIPTION DATE") on which
the Company has notified U.S. Bancorp Piper Jaffray Inc. (in its capacity as
Placement Agent for the Shares, the "PLACEMENT AGENT") in writing that it is no
longer accepting Agreements for the purchase of Shares in the Offering.

                  1.3 PLACEMENT AGENT FEE. Investor acknowledges that the
Company intends to pay the Placement Agent a fee in respect of the sale of
Shares to the Investor.

         2. DELIVERY OF THE SHARES AT CLOSING. The completion of the purchase
and sale of the Shares (the "CLOSING") shall occur at a place and time, no later
than February 16, 2001 (the "CLOSING DATE"), to be specified by the Company and
the Placement Agent, and of which the Investors will be notified in advance by
the Placement Agent. At the Closing, the Company shall deliver to the Investor
one or more stock certificates representing the number of Shares set forth on
the signature page hereto, each such certificate to be registered in the name of
the Investor or, if so indicated on the Stock Certificate Questionnaire attached
hereto as Exhibit A, in the name of a nominee designated by the Investor
provided that, if requested by the Investor, stock certificates representing
such Shares shall be delivered in escrow to such Investor's agent prior to the
Closing, to be held until the completion of the Closing. In addition, on or
prior to the Closing Date, the Company shall cause counsel to the Company to
deliver to the Investors a legal opinion in the form attached hereto as Exhibit
D.

         The Company's obligation to issue and sell the Shares to the Investor
shall be subject to the following conditions, any one or more of which may be
waived by the Company: (a) receipt by the Company of the purchase price for the
Shares being purchased hereunder as set forth on the Signature Page hereto; (b)
completion of purchases and sales under the Agreements with the Other Investors;
and (c) the accuracy of the representations and warranties made by the Investors
and the fulfillment of those undertakings of the Investors to be fulfilled prior
to the Closing.

         The Investor's obligation to purchase the Shares shall be subject to
the following conditions, any one or more of which may be waived by the
Investor: (a) the Company's agreement to issue and sell, and the Investors'
agreement to purchase, on the Closing Date, not less than ___________
(_________) shares of Common Stock; (b) the delivery to the Investor by counsel
to the Company of a legal opinion in


                                       1
<PAGE>   4

the form attached hereto as Exhibit D; (c) the representations and warranties of
the Company contained in Section 3 being true and correct on and as of such
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing; (d) the absence of any order,
writ, injunction, judgment or decree that questions the validity of the
Agreements or the right of the Company to enter into such Agreements or to
consummate the transactions contemplated hereby and thereby; and (e) the
delivery to the Investor by the Secretary or Assistant Secretary of the Company
of a certificate stating that the condition specified in part (c) of this
paragraph has been fulfilled

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. Except as
otherwise described in the Company's Annual Report on Form 10-K for the year
ended June 30, 2000 (and any amendments thereto filed prior to the date hereof),
the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders, or
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000 or any of the Company's Current Reports on Form 8-K filed since July 1,
2000 (collectively, the "SEC REPORTS"), the Company hereby represents and
warrants to, and covenants with, the Investor as of the date hereof and the
Closing Date, as follows:

                  3.1 ORGANIZATION. Each of the Company and its Subsidiaries (as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act")) is duly incorporated and validly existing in good standing
under the laws of the jurisdiction of its organization. Each of the Company and
its Subsidiaries has full power and authority to own, operate and occupy its
properties and to conduct its business as presently conducted and is registered
or qualified to do business and in good standing in each jurisdiction in which
it owns or leases property or transacts business and where the failure to be so
qualified would have a material adverse effect upon the Company and its
Subsidiaries taken as a whole, or the business, financial condition, properties,
operations or assets of the Company and its Subsidiaries, taken as a whole, or
the Company's ability to perform its obligations under the Agreements ("MATERIAL
ADVERSE EFFECT"), and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such
power and authority or qualification, which proceeding is likely to result in a
Material Adverse Effect.

                  3.2 DUE AUTHORIZATION. The Company has all requisite power and
authority to execute, deliver and perform its obligations under the Agreements,
and the Agreements have been duly authorized and validly executed and delivered
by the Company and constitute legal, valid and binding agreements of the Company
enforceable against the Company in accordance with their terms, except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  3.3 NON-CONTRAVENTION. The execution and delivery of the
Agreements, the issuance and sale of the Shares to be sold by the Company under
the Agreements, the fulfillment of the terms of the Agreements and the
consummation of the transactions contemplated thereby will not conflict with or
constitute a violation of, or default (with the passage of time or otherwise)
under, (i) any bond, debenture, note or other evidence of indebtedness, or any
lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
venture or other agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries or
their respective properties are bound, where such conflict, violation or default
is reasonably expected to result in a Material Adverse Effect, (ii) the
certificate of incorporation, by-laws or other organizational documents of the
Company or any of its Subsidiaries, or (iii) any law, administrative regulation,
ordinance or order of any court or governmental agency, arbitration panel or
authority binding upon the Company or any of its Subsidiaries or their
respective properties, where such conflict, violation or default is likely to
result in a Material


                                       2
<PAGE>   5

Adverse Effect. No consent, approval, authorization or other order of, or
registration, qualification or filing with, any regulatory body, administrative
agency, or other governmental body in the United States is required for the
execution and delivery of the Agreements by the Company and the valid issuance
of sale of the Shares by the Company pursuant to the Agreements, other than such
as have been made or obtained, and except for any filings required to be made
under federal or state securities laws.

                  3.4 CAPITALIZATION. The capitalization of the Company as of
September 30, 2000 is as described in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000. The Company has not issued any
capital stock since September 30, 2000 other than pursuant to (i) the exercise
of employee stock options under the stock option plans disclosed in the SEC
Reports, (ii) the exercise of rights under the Company's Employee Stock Purchase
Plan disclosed in the SEC Reports, (iii) the exercise of stock options granted
in the ordinary course of hiring employees and (iv) honorarium grants. The
Shares to be sold pursuant to the Agreements have been duly authorized, and when
issued and paid for in accordance with the terms of the Agreements, will be duly
and validly issued, fully paid and nonassessable. The outstanding shares of
capital stock of the Company have been duly and validly issued and are fully
paid and nonassessable, have been issued in compliance with the registration
requirements of federal and state securities laws, and were not issued in
violation of any preemptive rights or similar rights to subscribe for or
purchase securities. Except for options issued under the Company's stock option
plans and rights under the Company's Employee Stock Purchase Plan, there are no
outstanding rights (including, without limitation, preemptive rights), warrants
or options to acquire, or instruments convertible into or exchangeable for, any
unissued shares of capital stock or other equity interest in the Company or any
of its Subsidiaries, or any contract, commitment, agreement, understanding or
arrangement of any kind, in either case to which the Company or any of its
Subsidiaries is a party and providing for the issuance or sale of any capital
stock of the Company or any of its Subsidiaries, any such convertible or
exchangeable securities or any such rights, warrants or options. Without
limiting the foregoing, no preemptive right, co-sale right, registration right,
right of first refusal or other similar right exists with respect to the
issuance and sale of the Shares, except as provided in the Agreements. There are
no stockholders agreements, voting agreements or other similar agreements with
respect to the Common Stock to which the Company is a party. The Company owns
the entire equity interest in its Subsidiaries, free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest.

                  3.5 LEGAL PROCEEDINGS. There is no material legal or
governmental proceeding pending, or to the knowledge of the Company, threatened,
to which the Company or any of its Subsidiaries is a party or of which the
business or property of the Company or any of its Subsidiaries is subject.
Neither the Company nor any Subsidiary is a party to the provisions of any
injunction, judgment, decree or order of any court, regulatory body,
administrative agency or other government body which is material to the business
or operation of the Company and its Subsidiaries, taken as a whole.

                  3.6 NO VIOLATIONS. Neither the Company nor any of its
Subsidiaries is in violation of its certificate of incorporation, bylaws or
other organizational documents, or in violation of any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company or any of its Subsidiaries, which
violation, individually or in the aggregate, is reasonably likely to have a
Material Adverse Effect, nor is the Company or any of its Subsidiaries in
default (and there exists no condition which, with the passage of time or
otherwise, would constitute a default) in the performance of any bond,
debenture, note or any other evidence of indebtedness or any indenture,
mortgage, deed of trust or any other material agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the Company or any
of its Subsidiaries is bound or by which the property of the Company or any of
its Subsidiaries is bound, which default is reasonably likely to have a Material
Adverse Effect.


                                       3
<PAGE>   6

                  3.7 GOVERNMENTAL PERMITS, Etc. Each of the Company and its
Subsidiaries has all necessary franchises, licenses, certificates and other
authorizations from any foreign, federal, state or local government or
governmental agency, department or body that are currently necessary for the
operation of the business of the Company and its Subsidiaries as currently
conducted, except where the failure to currently possess such franchises,
licenses, certificates and other authorizations is not reasonably be expected to
have a Material Adverse Effect.

                  3.8 INTELLECTUAL PROPERTY.

                           (A) Except for matters which are not reasonably
likely to have a Material Adverse Effect, (i) each of the Company and its
Subsidiaries has ownership of, or a license or other legal right to use, all
patents, copyrights, trade secrets, trademarks, customer lists, designs,
manufacturing or other processes, computer software, systems, data compilation,
research results or other proprietary rights used in the business of the Company
or its Subsidiaries (collectively, "INTELLECTUAL PROPERTY") and (ii) all of the
Intellectual Property owned by the Company or its Subsidiaries consisting of
patents, registered trademarks and registered copyrights have been duly
registered in, filed in or issued by the United States Patent and Trademark
Office, the United States Register of Copyrights or the corresponding offices of
other jurisdictions and have been maintained and renewed in accordance with all
applicable provisions of law and administrative regulations in the United States
and/or such other jurisdictions.

                           (B) Except for matters which are not reasonably
likely to have a Material Adverse Effect, all material licenses or other
material agreements under which (i) the Company or any of its Subsidiaries
employs rights in Intellectual Property, or (ii) the Company or any of its
Subsidiaries has granted rights to others in Intellectual Property owned or
licensed by the Company or any of its Subsidiaries, are in full force and effect
and there is no default by the Company or any of its Subsidiaries thereto.

                           (C) The Company believes that it has taken all steps
reasonably required in accordance with sound business practice and business
judgment to establish and preserve the Company's ownership of all material
Intellectual Property owned by the Company or its Subsidiaries.

                           (D) Except for matters which are not reasonably
likely to have a Material Adverse Effect, to the knowledge of the Company, (i)
the present business, activities and products of the Company and its
Subsidiaries do not infringe any intellectual property of any other person; (ii)
neither the Company nor any of its Subsidiaries is making unauthorized use of
any confidential information or trade secrets of any person; and (iii) the
activities of any of the employees on behalf of the Company or any of its
Subsidiaries do not violate any agreements or arrangements related to
confidential information or trade secrets of persons other than the Company or
its Subsidiaries or restricting any such employee's engagement in business
activities of any nature.

                           (E) No proceedings are pending, or to the knowledge
of the Company, threatened, which challenge the rights of the Company or any of
its Subsidiaries in respect of the Company's or any of its Subsidiaries' right
to the use of the Intellectual Property, except for matters which are not
reasonably likely to have a Material Adverse Effect.

                  3.9 FINANCIAL STATEMENTS. The consolidated financial
statements of the Company and the related notes contained in the SEC Reports
present fairly, in accordance with generally accepted accounting principles, the
consolidated financial position of the Company and its Subsidiaries as of the
dates indicated, and the results of their operations, cash flows and the changes
in stockholders' equity for the periods therein specified, subject, in the case
of unaudited financial statements for interim periods, to


                                       4
<PAGE>   7

normal year-end audit adjustments. Such consolidated financial statements
(including the related notes) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods therein specified, except that unaudited financial statements may not
contain all footnotes required by generally accepted accounting principles.

                  3.10 NO MATERIAL ADVERSE CHANGE. Since September 30, 2000,
there has not been (i) a change that has had or is reasonably likely to have a
Material Adverse Effect, (ii) any obligation, direct or contingent, that is
material to the Company or any of its Subsidiaries considered as one enterprise,
incurred by the Company or any of its Subsidiaries, except obligations incurred
in the ordinary course of business, (iii) any dividend or distribution of any
kind declared, paid or made on the capital stock of the Company or any of its
Subsidiaries, or (iv) any loss or damage (whether or not insured) to the
physical property of the Company or any of its Subsidiaries which has been
sustained which has a Material Adverse Effect.

                  3.11 NASDAQ COMPLIANCE. The Company's Common Stock is
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), and is listed on the Nasdaq National Market (the
"NASDAQ STOCK MARKET"), and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the Nasdaq Stock Market. The issuance of the Shares does not require
shareholder approval, including, without limitation, pursuant to the Nasdaq
Marketplace Rules.

                  3.12 REPORTING STATUS. Except for the definitive proxy
statement for the Company's fiscal 2000 annual meeting of stockholders, the
Company has timely made all filings required under the Exchange Act during the
12 months preceding the date of this Agreement, and all of those documents
complied in all material respects with the SEC's requirements as of their
respective filing dates, and the information contained therein as of the
respective dates thereof did 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. The Company is currently eligible to register the resale of
Common Stock in a secondary offering on a registration statement on Form S-3
under the Securities Act.

                  3.13 NO MANIPULATION OF STOCK. The Company has not taken and
will not, in violation of applicable law, take any action outside the ordinary
course of business designed to or that might reasonably be expected to cause or
result in unlawful manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares.

                  3.14 ACCOUNTANTS. Arthur Andersen LLP, who expressed their
opinion with respect to the consolidated financial statements to be incorporated
by reference from the Company's Annual Report on Form 10-K for the year ended
June 30, 2000 into the Registration Statement (as defined below) and the
prospectus which forms a part thereof (the "Prospectus"), have advised the
Company that they are, and to the best knowledge of the Company they are,
independent accountants as required by the Securities Act and the rules and
regulations promulgated thereunder (the "RULES AND REGULATIONS").

                  3.15 CONTRACTS. Except for matters which are not reasonably
likely to have a Material Adverse Effect, the contracts listed as exhibits to
the SEC Reports that are material to the Company, other than those contracts
that are substantially or fully performed or expired by their terms, are in full
force and effect on the date hereof, and none of the Company, its Subsidiaries
nor, to the Company's knowledge, any other party to such contracts is in breach
of or default under any of such contracts.


                                       5
<PAGE>   8

                  3.16 TAXES. Except for matters which are not reasonably
expected to have a Material Adverse Effect, the Company has filed all necessary
federal, state and foreign income and franchise tax returns and has paid or
accrued all taxes shown as due thereon, and the Company has no knowledge of a
tax deficiency which has been asserted or threatened against the Company.

                  3.17 TRANSFER TAXES. On the Closing Date, all stock transfer
or other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Shares hereunder will be, or will
have been, fully paid or provided for by the Company and the Company will have
complied with all laws imposing such taxes.

                  3.18 INVESTMENT COMPANY. The Company is not an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for an investment company, within the meaning of the Investment Company Act of
1940, as amended.

                  3.19 INSURANCE. The Company and its Subsidiaries maintain
insurance of the types and in the amounts that the Company reasonably believes
is adequate for the their businesses, including, but not limited to, insurance
covering real and personal property owned or leased by the Company and its
Subsidiaries against theft, damage, destruction, acts of vandalism and all other
risks customarily insured against by similarly situated companies, all of which
insurance is in full force and effect.

                  3.20 OFFERING MATERIALS. The Company has not in the past nor
will it hereafter take any action to sell, offer for sale or solicit offers to
buy any securities of the Company which would bring the offer or sale of the
Shares as contemplated by this Agreement within the provisions of Section 5 of
the Securities Act.

                  3.21 LISTING. The Company shall comply with all requirements
of the NASD with respect to the issuance of the Shares and the listing thereof
on the Nasdaq Stock Market.

                  3.22 RELATED PARTY TRANSACTIONS. No transaction has occurred
between or among the Company, any of the Subsidiaries and their affiliates,
officers or directors or any affiliate or affiliates of any such officer or
director that with the passage of time will be required to be disclosed pursuant
to Section 13, 14 or 15(d) of the Exchange Act.

                  3.23 BOOKS AND RECORDS. The books, records and accounts of the
Company and the Subsidiaries accurately and fairly reflect, in reasonable
detail, the transactions in, and dispositions of, the assets of, and the
operations of, the Company and the Subsidiaries. The Company maintains a system
of internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

                  4.1 INVESTOR KNOWLEDGE AND STATUS. The Investor represents and
warrants to, and covenants with, the Company that: (i) the Investor is an
"accredited investor" as defined in Regulation D under the Securities Act and
has requested, received, reviewed and considered all information it deemed
relevant in making an informed decision to purchase the Shares; (ii) the
Investor understands that the


                                       6
<PAGE>   9

Shares are "restricted securities" and have not been registered under the
Securities Act and is acquiring the number of Shares set forth on the Signature
Page hereto in the ordinary course of its business and for its own account for
investment only, has no present intention of distributing any of such Shares and
has no arrangement or understanding with any other persons regarding the
distribution of such Shares (this representation and warranty not limiting the
Investor's right to sell Shares pursuant to the Registration Statement or
otherwise, or other than with respect to any claim arising out of a breach of
this representation and warranty, the Investor's right to indemnification under
Section 6.3); (iii) the Investor will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act, applicable state securities laws and the respective
rules and regulations promulgated thereunder; (iv) the Investor has answered all
questions on the Signature Page hereto and the Investor Questionnaire attached
hereto as Exhibit B for use in preparation of the Registration Statement and the
answers thereto are true and correct as of the date hereof and will be true and
correct as of the Closing Date; (v) the Investor will notify the Company
immediately of any change in any of such information until such time as the
Investor has sold all of its Shares or until the Company is no longer required
to keep the Registration Statement effective; and (vi) the Investor has, in
connection with its decision to purchase the number of Shares set forth on the
signature page hereto, relied only upon the representations and warranties of
the Company contained herein. Investor understands that the issuance of the
Shares to the Investor has not been registered under the Securities Act, or
registered or qualified under any state securities law in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things, the
bona fide nature of the Investor's investment intent as expressed herein. The
Placement Agent is not authorized to make any representation or use any
information in connection with the placement, purchase and sale of the Shares,
and no person is authorized to provide any representation which is inconsistent
or in addition to those in the SEC Reports. The Investor acknowledges that it
has not received or relied on any such representations.

                  4.2 INTERNATIONAL ACTIONS. The Investor acknowledges,
represents and agrees that no action has been or will be taken in any
jurisdiction outside the United States by the Company or the Placement Agent
that would permit an offering of the Shares, or possession or distribution of
offering materials in connection with the issue of the Shares, in any
jurisdiction outside the United States. If the Investor is located outside the
United States, it has or will take all actions necessary for the sale of the
Shares to comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Shares or has in
its possession or distributes any offering material, in all cases at its own
expense.

                  4.3 REGISTRATION REQUIRED. The Investor hereby covenants with
the Company not to make any sale of the Shares without complying with the
provisions of this Agreement, including Section 6.2 hereof, and without
effectively causing the prospectus delivery requirement under the Securities Act
to be satisfied (unless the Investor is selling such Shares in a transaction not
subject to the prospectus delivery requirement), and the Investor acknowledges
that the certificates evidencing the Shares will be imprinted with a legend that
prohibits their transfer except in accordance therewith. The Investor
acknowledges that as set forth in, and subject to the provisions of, Section
6.2, there may occasionally be times when the Company, based on the advice of
its counsel, determines that it must suspend the use of the Prospectus forming a
part of the Registration Statement until such time as an amendment to the
Registration Statement has been filed by the Company and declared effective by
the SEC or until the Company has amended or supplemented such Prospectus.

                  4.4 POWER AND AUTHORITY. The Investor further represents and
warrants to, and covenants with, the Company that (i) the Investor has full
right, power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement,
and (ii) this Agreement


                                       7
<PAGE>   10

constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investors
herein may be legally unenforceable.

                  4.5 NO DISPOSITIONS. Except with the prior written consent of
the Company, the Investor will not, prior to the effectiveness of the
Registration Statement, or, if earlier, 60 days from the Closing Date, sell,
offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any
right with respect to (collectively, a "Disposition"), the Common Stock of the
Company, nor will Investor engage in any hedging or other transaction which is
designed to or could reasonably be expected to lead to or result in a
Disposition of Common Stock of the Company by the Investor or any other person
or entity. Such prohibited hedging or other transactions would include, without
limitation, effecting any short sale or having in effect any short position
(whether or not such sale or position is against the box and regardless of when
such position was entered into) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to the
Common Stock of the Company or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the Common Stock of the Company.

                  4.6 NO TAX OR LEGAL ADVICE. The Investor understands that
nothing in this Agreement, or any other materials presented to the Investor in
connection with the purchase and sale of the Shares constitutes legal, tax or
investment advice. The Investor has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Shares.

         5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agent, all covenants, agreements, representations and warranties made
by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to the Investor of the Shares being purchased and the
payment therefor.

         6. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

                  6.1 REGISTRATION PROCEDURES AND EXPENSES. The Company shall:

                           (A) subject to receipt of necessary information from
the Investors, prepare and file with the SEC, as soon as practicable, but in no
event later than five (5) business days after the Closing Date, a registration
statement on Form S-3 (the "Registration Statement") to enable the resale of the
Shares by the Investors from time to time through the automated quotation system
of the Nasdaq Stock Market or in privately-negotiated transactions;

                           (B) use its reasonable efforts, subject to receipt of
necessary information from the Investors, to cause the Registration Statement to
become effective as soon as practicable, but in no event later than sixty (60)
days after the Registration Statement is filed by the Company. If the
Registration Statement has not been declared effective by the SEC on or before
the date that is 90 days after the Closing Date, the Company shall, on the 91st
day after the Closing Date and each 45th day thereafter, issue to the Investor
 .01 additional shares of Common Stock (which shall be deemed to be Shares), up
to a maximum of .03 additional shares of Common Stock, for every Share purchased
in the Offering until the Registration Statement is declared effective by the
SEC (rounded up to the nearest Share after aggregating all Shares held by the
Investor);


                                       8
<PAGE>   11

                           (C) use its reasonable efforts to prepare and file
with the SEC such amendments and supplements to the Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep the
Registration Statement current and effective for a period not exceeding, with
respect to each Investor's Shares purchased hereunder, the earlier of (i) the
second anniversary of the Closing Date, (ii) the date on which the Investor may
sell all Shares then held by the Investor without restriction by the volume
limitations of Rule 144(e) of the Securities Act or (iii) such time as all
Shares purchased by such Investor in this Offering have been sold pursuant to a
registration statement;

                           (D) furnish to the Investor with respect to the
Shares registered under the Registration Statement such number of copies of the
Registration Statement, Prospectuses (including supplemental prospectuses) and
preliminary versions of the Prospectus filed with the Securities Exchange
Commission ("Preliminary Prospectuses") in conformity with the requirements of
the Securities Act and such other documents as the Investor may reasonably
request, in order to facilitate the public sale or other disposition of all or
any of the Shares by the Investor, provided, however, that unless waived by the
Company in writing, the obligation of the Company to deliver copies of
Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the
receipt by the Company of reasonable assurances from the Investor that the
Investor will comply with the applicable provisions of the Securities Act and of
such other securities or blue sky laws as may be applicable in connection with
any use of such Prospectuses or Preliminary Prospectuses;

                           (E) file documents required of the Company for normal
blue sky clearance in states reasonably specified in writing by the Investor
prior to the effectiveness of the Registration Statement, provided, however,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented;

                           (F) bear all expenses (other than underwriting
discounts and commissions, if any) in connection with the procedures in
paragraph (a) through (e) of this Section 6.1 and the registration of the Shares
pursuant to the Registration Statement; and

                           (G) advise the Investors, promptly after it shall
receive notice or obtain knowledge of the issuance of any stop order by the SEC
delaying or suspending the effectiveness of the Registration Statement or of the
initiation of any proceeding for that purpose; and it will promptly use its
commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued.

         With a view to making available to the Investor the benefits of Rule
144 (or its successor rule) and any other rule or regulation of the SEC that may
at any time permit the Investor to sell Shares to the public without
registration, the Company covenants and agrees to: (i) make and keep public
information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) such date as all of the Investor's Shares may be resold
pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as
all of the Investor's Shares shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and under the Exchange Act; and (iii) furnish to the Investor
upon request, as long as the Investor owns any Shares, (A) a written statement
by the Company that it has complied with the reporting requirements of the
Securities Act and the Exchange Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail the Investor of any
rule or regulation of the SEC that permits the selling of any such Shares
without registration.


                                       9
<PAGE>   12

         It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 6.1 that the Investor shall furnish to
the Company such information regarding itself, the Shares to be sold by
Investor, and the intended method of disposition of such securities as shall be
required to effect the registration of the Shares.

         The Company understands that the Investor disclaims being an
underwriter, but the Investor being deemed an underwriter by the SEC shall not
relieve the Company of any obligations it has hereunder.

                  6.2 TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.

                           (A) The Investor agrees that it will not effect any
Disposition of the Shares or its right to purchase the Shares that would
constitute a sale within the meaning of the Securities Act other than
transactions exempt from the registration requirements of the Securities Act,
except as contemplated in the Registration Statement referred to in Section 6.1
and as described below, and that it will promptly notify the Company of any
changes in the information set forth in the Registration Statement regarding the
Investor or its plan of distribution.

                           (B) Except in the event that paragraph (c) below
applies, the Company shall: (i) if deemed necessary by the Company, prepare and
file from time to time with the SEC a post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or a supplement
or amendment to any document incorporated therein by reference or file any other
required document so that such Registration Statement 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 not misleading, and
so that, as thereafter delivered to purchasers of the Shares 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; (ii) provide the Investor copies of any documents
filed pursuant to Section 6.2(b)(i); and (iii) upon request, inform each
Investor who so requests that the Company has complied with its obligations in
Section 6.2(b)(i) (or that, if the Company has filed a post-effective amendment
to the Registration Statement which has not yet been declared effective, the
Company will notify the Investor to that effect, will use its reasonable efforts
to secure the effectiveness of such post-effective amendment as promptly as
possible and will promptly notify the Investor pursuant to Section 6.2(b)(i)
hereof when the amendment has become effective).

                           (C) Subject to paragraph (d) below, in the event: (i)
of any request by the SEC or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments
or supplements to a Registration Statement or related Prospectus or for
additional information; (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;
(iii) 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
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; or (iv) of any event or circumstance which necessitates the making of
any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the Prospectus, it will not contain any untrue statement of a
material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; then the Company shall
promptly deliver a certificate in writing to the Investor (the "SUSPENSION
NOTICE") to the effect of the


                                       10
<PAGE>   13

foregoing and, upon receipt of such Suspension Notice, the Investor will refrain
from selling any Shares pursuant to the Registration Statement (a "SUSPENSION")
until the Investor's receipt of copies of a supplemented or amended Prospectus
prepared and filed by the Company, or until it is advised in writing by the
Company that the current Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in any such Prospectus. In the event of any Suspension, the Company
will use its reasonable efforts to cause the use of the Prospectus so suspended
to be resumed as soon as reasonably practicable within 30 days after delivery of
a Suspension Notice to the Investors. In addition to and without limiting any
other remedies (including, without limitation, at law or at equity) available to
the Investor, the Investor shall be entitled to specific performance in the
event that the Company fails to comply with the provisions of this Section
6.2(c).

                           (D) Notwithstanding the foregoing paragraphs of this
Section 6.2, the Company shall use its reasonable efforts to ensure that the
Investor shall not be prohibited from selling Shares under the Registration
Statement as a result of Suspensions on more than two occasions of not more than
30 days each in any twelve month period, and that no Suspension is separated by
a period of less than thirty (30) days from a prior Suspension. If a Suspension
is in effect for more than 90 days (consecutive or non-consecutive) in any
twelve-month period, the Company shall, on the 91st day of the Suspension and
each 45th day thereafter, issue to the Investor .01 shares of Common Stock
(which shall be deemed to be Shares), up to a maximum of .03 additional shares
of Common Stock, for every Share purchased in the Offering until the Suspension
is lifted.

                           (E) Provided that a Suspension is not then in effect
the Investor may sell Shares under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such Shares.
Upon receipt of a request therefor, the Company will provide an adequate number
of current Prospectuses to the Investor and to any other parties requiring such
Prospectuses.

                           (F) In the event of a sale of Shares by the Investor,
unless such requirement is waived by the Company in writing, the Investor must
also deliver to the Company's transfer agent, with a copy to the Company, a
Certificate of Subsequent Sale substantially in the form attached hereto as
Exhibit C, so that the shares may be properly transferred.

         6.3 Indemnification. For the purpose of this Section 6.3:

                           (A) the term "SELLING STOCKHOLDER" shall include the
Investor and each person, if any, who controls the Investor within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act;

                           (B) the term "REGISTRATION STATEMENT" shall include
any final Prospectus, exhibit, supplement or amendment included in or relating
to, and any document incorporated by reference in, the Registration Statement
(or deemed to be a part thereof) referred to in Section 6.1; and

                           (C) the term "UNTRUE STATEMENT" shall include any
untrue statement or alleged untrue statement, or any omission or alleged
omission to state in the Registration Statement a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                                    (I) The Company agrees to indemnify and hold
harmless each Selling Stockholder from and against any losses, claims, damages
or liabilities to which such Selling Stockholder may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon (i) any untrue statement of a material fact contained in the
Registration Statement, (ii) any inaccuracy in the


                                       11
<PAGE>   14

representations and warranties of the Company contained in the Agreement or the
failure of the Company to perform its obligations hereunder or (iii) any failure
by the Company to fulfill any undertaking included in the Registration
Statement, and the Company will reimburse such Selling Stockholder for any
reasonable legal or other expenses reasonably incurred in investigating,
defending or preparing to defend any such action, proceeding or claim, provided,
however, that the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of, or is based upon, an
untrue statement made in such Registration Statement in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Selling Stockholder specifically for use in preparation of the Registration
Statement or the failure of such Selling Stockholder to comply with its
covenants and agreements contained in Sections 4.1, 4.2, 4.3 or 6.2 hereof or
any statement or omission in any Prospectus that is corrected in any subsequent
Prospectus that was delivered to the Investor prior to the pertinent sale or
sales by the Investor.

                                    (II) The Investor agrees to indemnify and
hold harmless the Company (and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, each officer of the
Company who signs the Registration Statement and each director of the Company)
from and against any losses, claims, damages or liabilities to which the Company
(or any such officer, director or controlling person) may become subject (under
the Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, (i) any failure to comply with the covenants and agreements
contained in Section 4.1, 4.2, 4.3 or 6.2 hereof, or (ii) any untrue statement
of a material fact contained in the Registration Statement if such untrue
statement was made in reliance upon and in conformity with written information
furnished by or on behalf of the Investor specifically for use in preparation of
the Registration Statement, and the Investor will reimburse the Company (or such
officer, director or controlling person), as the case may be, for any legal or
other expenses reasonably incurred in investigating, defending or preparing to
defend any such action, proceeding or claim. The obligation to indemnify shall
be limited to the net amount of the proceeds received by the Investor from the
sale of the Shares pursuant to the Registration Statement.

                                    (III) Promptly after receipt by any
indemnified person of a notice of a claim or the beginning of any action in
respect of which indemnity is to be sought against an indemnifying person
pursuant to this Section 6.3, such indemnified person shall notify the
indemnifying person in writing of such claim or of the commencement of such
action, but the omission to so notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party under this Section
6.3 (except to the extent that such omission materially and adversely affects
the indemnifying party's ability to defend such action) or from any liability
otherwise than under this Section 6.3. Subject to the provisions hereinafter
stated, in case any such action shall be brought against an indemnified person,
the indemnifying person shall be entitled to participate therein, and, to the
extent that it shall elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, shall
be entitled to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified person. After notice from the indemnifying person to such
indemnified person of its election to assume the defense thereof (unless it has
failed to assume the defense thereof and appoint counsel reasonably satisfactory
to the indemnified party), such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof, provided, however,
that if there exists or shall exist a conflict of interest that would make it
inappropriate, in the reasonable opinion of counsel to the indemnified person,
for the same counsel to represent both the indemnified person and such
indemnifying person or any affiliate or associate thereof, the indemnified
person shall be entitled to retain its own counsel at the expense of such
indemnifying person; provided, however, that no indemnifying person shall be
responsible for the fees and expenses of more than one separate counsel
(together with appropriate local counsel) for all indemnified parties. In no
event shall any indemnifying person be liable


                                       12
<PAGE>   15

in respect of any amounts paid in settlement of any action unless the
indemnifying person shall have approved the terms of such settlement; provided
that such consent shall not be unreasonably withheld. No indemnifying person
shall, without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified person is or could reasonably have been a party and indemnification
could have been sought hereunder by such indemnified person, unless such
settlement includes an unconditional release of such indemnified person from all
liability on claims that are the subject matter of such proceeding.

                                    (IV) If the indemnification provided for in
this Section 6.3 is unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Investor on the other in connection with the statements or omissions or other
matters which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, in the case of an untrue statement, whether the untrue statement
relates to information supplied by the Company on the one hand or the Investor
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement. The Company and the
Investor agree that it would not be just and equitable if contribution pursuant
to this subsection (d) were determined by pro rata allocation (even if the
Investors were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), the Investor
shall not be required to contribute any amount in excess of the amount by which
the gross amount received by the Investor from the sale of the Shares to which
such loss relates exceeds the amount of any damages which the Investor has
otherwise been required to pay by reason of such untrue statement. 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.

                                    (V) The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 6.3, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 6.3 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement as required by the Securities
Act and the Exchange Act.

         6.4 TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed by Section 4 or this Section 6 upon the transferability of the Shares
shall cease and terminate as to any particular number of the Shares when such
Shares shall have been effectively registered under the Securities Act and sold
or otherwise disposed of in accordance with the intended method of disposition
set forth in the Registration Statement covering such Shares or at such time as
an opinion of counsel satisfactory to the Company shall have been rendered to
the effect that such conditions are not necessary in order to comply with the
Securities Act.


                                       13
<PAGE>   16

         6.5 INFORMATION AVAILABLE. So long as the Registration Statement is
effective covering the resale of Shares owned by the Investor, the Company will
furnish (or to the extent such information is available electronically through
the Company's filings with the SEC, the Company will make available) to the
Investor:

                           (A) as soon as practicable after it is available, one
copy of (i) its Annual Report to Stockholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants) and (ii) if not
included in substance in the Annual Report to Stockholders, its Annual Report on
Form 10-K (the foregoing, in each case, excluding exhibits);

                           (B) upon the reasonable request of the Investor, all
exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section
6.5 as filed with the SEC and all other information that is made available to
stockholders; and

                           (C) upon the reasonable request of the Investor, an
adequate number of copies of the Prospectuses to supply to any other party
requiring such Prospectuses; and the Company, upon the reasonable request of the
Investor, will meet with the Investor or a representative thereof at the
Company's headquarters to discuss all information relevant for disclosure in the
Registration Statement covering the Shares and will otherwise reasonably
cooperate with the Investor conducting an investigation for the purpose of
reducing or eliminating the Investor's exposure to liability under the
Securities Act, including the reasonable production of information at the
Company's headquarters; provided, that the Company shall not be required to
disclose any confidential information to or meet at its headquarters with the
Investor until and unless the Investor shall have entered into a confidentiality
agreement in form and substance reasonably satisfactory to the Company with the
Company with respect thereto.

                  6.6 PUBLIC STATEMENTS. The Company will not issue any public
statement, press release or any other public disclosure listing Investor as one
of the purchasers of the Shares without Investor's prior written consent, except
as may be required by applicable law or rules of any exchange on which the
Company's securities are listed.

         7. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed (A) if within domestic United
States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from outside the United States, by International Federal Express (or comparable
service) or facsimile, and shall be deemed given (i) if delivered by first-class
registered or certified mail domestic, three business days after so mailed, (ii)
if delivered by nationally recognized overnight carrier, one (1) business day
after so mailed, (iii) if delivered by International Federal Express (or
comparable service), two (2) business days after so mailed, (iv) if delivered by
facsimile, upon electric confirmation of receipt and shall be delivered as
addressed as follows:

                           (a) if to the Company, to:

                                    Cyberonics, Inc.
                                    16511 Space Center Boulevard, Suite 600
                                    Houston, TX 77058
                                    Attn: Pamela Westbrook
                                    Phone: (281) 228-7200
                                    Telecopy: (281) 332-3615


                                       14
<PAGE>   17

                                    with a copy mailed to:

                                    Vinson & Elkins
                                    2300 First City Tower
                                    1001 Fannin
                                    Houston, TX  77002
                                    Attn:  David Oelman
                                    Phone:  (713) 758-3708
                                    Telecopy:  (713) 615-5861

                           (B) if to the Investor, at its address on the
Signature Page hereto, or at such other address or addresses as may have been
furnished to the Company in writing.

         8. CHANGES. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Investor.

         9. HEADINGS. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.

         10. SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

         11. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Texas, without giving
effect to the principles of conflicts of law.

         12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

         13. CONFIDENTIAL DISCLOSURE AGREEMENT. Notwithstanding any provision of
this Agreement to the contrary, any confidential disclosure agreement previously
executed by the Company and the Investor in connection with the transactions
contemplated by this Agreement shall remain in full force and effect in
accordance with its terms following the execution of this Agreement and the
consummation of the transactions contemplated hereby.


                                       15