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                                                                    EXHIBIT 10.2
                                                                    ------------

                         REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of this
1st day of December, 2000 between SeaChange International, Inc., a Delaware
corporation (the "COMPANY"), Comcast SC Investment, Inc., a Delaware corporation
(the "PURCHASER"), and Comcast Cable SC Investment, Inc., a Delaware corporation
(the "PROVIDER" and, together with the Purchaser and any and all of their
respective permitted assignees of the rights granted hereunder, the "HOLDERS").

     WHEREAS, the Company and the Purchaser entered into that certain Common
Stock and Warrant Purchase Agreement dated as of December 1, 2000 (the "PURCHASE
AGREEMENT"), pursuant to which the Company agreed to sell, and the Purchaser
agreed to purchase, 466,255 shares of the Company's Common Stock, $0.01 par
value per share (the "COMMON STOCK"), and a warrant to purchase 100,000 shares
of Common Stock (the "INVESTMENT WARRANT"); and

     WHEREAS, the Company and Comcast Cable Communications, Inc., the parent
corporation of the Provider, entered into that certain Video-On-Demand Purchase
Agreement dated as of December 1, 2000 (the "SERVICE AGREEMENT"), pursuant to
which the Provider is entitled to receive, in exchange for certain services
performed thereunder and upon the satisfaction of certain thresholds set forth
therein, additional warrants to purchase shares of Common Stock (the "INCENTIVE
WARRANTS" and, together with the Investment Warrant, the "WARRANTS"); and

     WHEREAS, as an inducement and a condition to consummating the Purchase
Agreement and entering into the Service Agreement, the Purchaser and the
Provider have required that the Company enter into this Agreement with the
Purchaser and the Provider.

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties hereto agree as follows:

     1.  DEFINITIONS.  As used in this Agreement, the following terms shall have
the following respective meanings:

          (a)  "AFFILIATE" shall mean any person directly or indirectly
controlled by, controlling or under common control with another person, where
the term "control," for purposes of this definition, means the power to direct
the management of the person in question.

          (b)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

          (c)  "FORM S-3" shall mean such form under the Securities Act as is in
effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.

          (d)  "NASD" shall mean the National Association of Securities
Dealers, Inc.

          (e)  The term "PERSON" shall mean any individual, partnership,
corporation, business trust, trust, unincorporated association, joint venture or
other entity of whatever nature.
<PAGE>

          (f)  "REGISTRABLE SECURITIES" shall mean (i) the Common Stock issued
or issuable upon exercise of the Warrants and (ii) any Common Stock issued as
(or issued or issuable upon the conversion, exchange or exercise of any Rights
of the Company that are issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, the Warrants or the Common Stock
issued upon exercise of the Warrants. Notwithstanding the foregoing, Registrable
Securities shall not include (A) the Shares (as such term is defined in the
Purchase Agreement) and, for so long as they are registered for resale pursuant
to the effective Registration Statement (as such term is defined in the Purchase
Agreement), the shares of Common Stock issuable upon exercise of the Investment
Warrant, or (B) any other shares of Common Stock that have been sold (1) to the
public pursuant to a registration statement filed under the Securities Act or in
reliance on the exemption from registration provided by Rule 144 under the
Securities Act or (2) in a private transaction in which the transferor's rights
under this Agreement are not assigned.

          (g)  "Registration Expenses" shall mean all expenses incurred by the
Company in connection with any registration, qualification or compliance
pursuant to the provisions hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses and the expenses of any
special audits incident to or required by any such registration.

          (h)  "Rights" shall mean any options, warrants, securities, rights or
other instruments convertible into or exchangeable or exercisable for, or
otherwise giving the holder thereof the right to acquire, with or without
consideration, directly or indirectly, any Common Stock or any other such
option, warrant, security, right or instrument, including any instrument the
value of which is measured by reference to the value of the Common Stock.

          (i)  "SEC" shall mean the United States Securities and Exchange
Commission.

          (j)  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

          (k)  "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to a sale of Registrable Securities.

          (l)  The term "UNDERWRITER" shall have the meaning ascribed to such
term in Section 2(11) of the Securities Act, including any person deemed to be
an underwriter within the meaning of Section 2(11) of the Securities Act.

          (m)  "UNDERWRITTEN DEMAND NUMBER" shall equal one (1), unless and
until the Purchaser earns Incentive Warrants covering at least 250,000 shares of
Common Stock (as adjusted for stock splits, stock dividends, combinations,
reorganizations, reclassifications and other similar events), at which time the
Underwritten Demand Number shall equal two (2).

     2.  REGISTRATION UNDER THE SECURITIES ACT.

          (a)  Demand Registration.

               (i)  Subject to the provisions set forth in this Section 2(a)(i),
at any time and from time to time, any Holder or Holders may elect, by giving
written notice thereof to the Company, to require the Company to use its
reasonable best efforts to register all or a portion of the Registrable
Securities of such Holder or Holders (each, an "INITIATING HOLDER," and,
collectively, the "INITIATING HOLDERS") under the Securities Act; provided,
however, that the Company shall be obligated to use its best efforts to register
the Registrable Securities upon such demand only if the number of Registrable
Securities to be so registered is at least equal to the lesser of (A) 50,000
shares (as adjusted for stock
<PAGE>

splits, stock dividends, combinations, reorganizations, reclassifications and
other similar events) or (B) such number of shares as have a total market value
(or, if there is no existing public market, a proposed maximum aggregate
offering price to be set forth on the facing page of the applicable registration
statement) of $3 million. Promptly following such demand, the Company shall (A)
give notice to each other Holder of Registrable Securities of such demand, which
notice shall set forth the identity of the Initiating Holders, and (B) use its
reasonable best efforts, in accordance with the provisions of Section 3(a), to
cause to be declared or become effective under the Securities Act a Form S-3
registration statement providing for the registration of, and the sale in
accordance with the intended method or methods of distribution thereof by the
Initiating Holders of, the Registrable Securities to be so registered. Any other
Holder of Registrable Securities may elect, by giving written notice to such
effect to the Company no later than ten business days after the Company shall
have given the notice referred to in clause (A) of the preceding sentence, to
have all or a portion of such Holder's Registrable Securities included in such
registration, and such Holder shall thereby become an Initiating Holder with
respect to such registration for all purposes hereunder. In the event that the
Company is not then eligible to use Form S-3, the registration statement shall
be filed using such form as may be available for the proposed distribution by
the Initiating Holders with which it is least burdensome for the Company to
comply. Subject to the limitations in Section 5 and the termination of the
registration rights granted under this Agreement pursuant to Section 10, the
Holders may make an unlimited number of such demands; provided, however, that
(1) the Company shall be required to use its best efforts to cause to become
effective no more than one registration statement in any six month period
pursuant to a demand made under this Section 2(a)(i); (2) the number of
instances in which the Holders shall be permitted to request that a registration
of Registrable Securities demanded pursuant to this Section 2(a)(i) be
underwritten shall not exceed the Underwritten Demand Number; and (3) no Holder
shall be permitted to make a demand pursuant to this Section 2(a)(i) for the
period beginning on the date that the Holders receive written notice from the
Company pursuant to Section 2(b)(i) of its good faith intention to register any
of its Common Stock under the Securities Act for purposes of an offering or sale
by or on behalf of the Company of its Common Stock for its own account, and
ending on the earliest of (x) the 90th day following the date on which the
registration statement pertaining to such offering becomes effective, (y) the
180th day following the date on which the Holders receive such written notice
from the Company stating its intention to effect such a registration or (z) the
date on which the Company no longer has a good faith intention to effect such a
registration (provided that the Company shall promptly notify the Holders at
such time as it no longer has a good faith intention to effect such a
registration).

               (ii) In the event of any registration of Registrable Securities
pursuant to Section 2(a)(i) hereof, the Company shall not, without the prior
express written consent of the Initiating Holders owning a majority of such
Registrable Securities, cause or permit any other securities of the Company or
of any other person (whether such securities are to be issued by the Company,
are held in the Company's treasury or are then outstanding and held by other
persons) to be covered by such registration statement or otherwise to be
included in such registration, and, accordingly, the Company shall not grant to
any other person registration rights pursuant to which such person would have
the right to register securities on a registration statement filed by the
Company pursuant to a demand made under Section 2(a)(i) hereof.

               (iii)  If, in connection with a registration of Registrable
Securities pursuant to Section 2(a)(i) hereof, any managing underwriter shall
advise the Initiating Holders in writing that, in its opinion, the inclusion in
the registration statement of some or all of the Registrable Securities sought
to be registered by the Initiating Holders creates a substantial risk that the
price per unit that such Initiating Holders will derive from such registration
will be materially and adversely affected or that the number of Registrable
Securities sought to be registered is too large a number to be reasonably sold,
the Company will include in such registration statement such number of
Registrable Securities as the Initiating Holders
<PAGE>

are so advised can reasonably be sold in such offering, or can be sold without
such an effect, allocated pro rata and without any priority as between the
Initiating Holders, in proportion to the number of Registrable Securities that
each Initiating Holder owns or has the right to acquire relative to the total
number of Registrable Securities that all Initiating Holders own or have the
right to acquire.

          (b)  Company Registration.

               (i)  If, at any time (but without any obligation to do so), the
Company proposes to register any of its Common Stock, Rights or other equity
securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (or an
equivalent general registration form then in effect) for purposes of an offering
or sale by or on behalf of the Company of its Common Stock, Rights or other
equity securities for its own account, then each such time the Company shall, at
least 20 business days prior to the time when any such registration statement is
filed with the SEC, give prompt written notice to the Holders of its intention
to do so. Such notice shall specify, at a minimum, the number and class of
shares, Rights or other equity securities so proposed to be registered, the
proposed date of filing of such registration statement, any proposed means of
distribution of such shares, Rights or other equity securities, any proposed
managing underwriter or underwriters of such shares, Rights or other equity
securities and a good faith estimate by the Company of the proposed maximum
offering price thereof, as such price is proposed to appear on the facing page
of such registration statement. Upon the written direction of any Holder or
Holders, given within 15 business days following the receipt by such Holder of
such written notice (which direction shall specify the number of Registrable
Securities intended to be disposed of by such Holder and the intended method of
distribution thereof), the Company shall include in such registration statement
any or all of the Registrable Securities then held by such Holder requesting
such registration (a "SELLING HOLDER") to the extent necessary to permit the
sale or other disposition of such number of Registrable Securities as such
Selling Holder has so directed the Company to be so registered. Notwithstanding
the foregoing, the Holders shall not have any right under this Section 2(b)(i)
if the registration proposed to be effected by the Company (A) is initiated at
the request of a person other than the Company and relates solely to the sale of
Common Stock, Rights or other equity securities by such person or (B) relates
solely to shares of Common Stock, Rights or other equity securities that are
issuable (1) solely to officers or employees of the Company or any subsidiary
thereof pursuant to a bona fide employee stock option, bonus or other employee
benefit plan or (2) as direct consideration in connection with a merger,
exchange offer or acquisition of a business.


               (ii) In the event that the Company proposes to register shares of
Common Stock, Rights or other equity securities for purposes of an offering
described in the first sentence of Section 2(b)(i), and any managing underwriter
shall advise the Company and the Selling Holders in writing that, in its
opinion, the inclusion in the registration statement of some or all of the
Registrable Securities sought to be registered by such Selling Holders creates a
substantial risk that the price per unit the Company will derive from such
registration will be materially and adversely affected or that the number of
shares, Rights or securities sought to be registered (including, in addition to
the securities sought to be registered by the Company, any Registrable
Securities sought to be included in such registration statement by the Selling
Holders) is too large a number to be reasonably sold, then the Company will
include in such registration statement such number of shares, Rights or
securities as the Company and such Selling Holders are so advised can be sold in
such offering without such an effect (the "OFFERING MAXIMUM NUMBER"), as follows
and in the following order of priority: (A) first, such number of shares, Rights
or securities as the Company, in its reasonable judgment and acting in good
faith and in accordance with sound financial practice, shall have determined,
and (B) second, if and to the extent that the number of shares, Rights or
securities to be registered under clause (A) is less than the Offering Maximum
Number, Registrable Securities of each Selling Holder, allocated pro rata and
without any priority as between the Selling Holders, in proportion to the number
sought to be registered by each Selling Holder relative to the number sought to
be registered by all the Selling Holders, that, in the aggregate, when added to
the number of shares, Rights or securities to be registered under clause (A),
equals the Offering Maximum Number.
<PAGE>

               (iii)  The Company shall have no obligation under this Section
2(b) to make any offering of its securities, or to complete an offering of its
securities that it proposes to make, and shall incur no liability to the Holders
for its failure to do so.

          (c)  Withdrawals.  Any Holder having notified or directed the Company
to include any or all of such Holder's Registrable Securities in a registration
statement pursuant to Section 2(a) or 2(b) hereof shall have the right to
withdraw such notice or direction with respect to any or all of the Registrable
Securities designated for registration thereby by giving written notice to such
effect to the Company at least five business days prior to the anticipated
effective date of such registration statement. In the event of any such
withdrawal, the Company shall amend such registration statement and take such
other actions as may be necessary so that such withdrawn Registrable Securities
are not included in the applicable registration and not sold pursuant thereto,
and such withdrawn Registrable Securities shall continue to be Registrable
Securities in accordance herewith. No such withdrawal shall affect the
obligations of the Company with respect to Registrable Securities not so
withdrawn; provided, however, that in the case of a registration pursuant to
Section 2(a) hereof, if such withdrawal shall reduce the total number of
Registrable Securities to be so registered to less than the lesser of (i) 50,000
shares (as adjusted for stock splits, stock dividends, combinations,
reorganizations, reclassifications and other similar events) or (ii) such number
of shares as have a total market value (or, if there is no existing public
market, a proposed maximum aggregate offering price to be set forth on the
facing page of the applicable registration statement) of $3 million, then the
Company shall, prior to the filing or effectiveness, as appropriate, of such
registration statement, give each Holder of Registrable Securities so to be
registered notice, referring to this Agreement, of such fact and, within ten
business days following the giving of such notice, either the Company or the
Holders of a majority of such Registrable Securities may, by written notice to
each Holder of such Registrable Securities and the Company, as the case may be,
elect that such registration statement not be filed or, if it has theretofore
been filed, that it be withdrawn. During such ten business day period, the
Company shall not file such registration statement or, if it has theretofore
been filed, shall use its reasonable best efforts not to permit it to become
effective. In the event of any election contemplated by the proviso to the next
preceding sentence, no registration statement with respect to Registrable
Securities shall thereafter be filed with the SEC without compliance with all of
the procedures set forth in Section 2(a) hereof.

     3.  REGISTRATION PROCEDURES.

          (a)  Company Obligations.  In connection with the Company's
obligations with respect to any registration of Registrable Securities pursuant
to Section 2 hereof, the Company shall use its reasonable best efforts to effect
or cause such registration to permit the sale of the Registrable Securities by
the Holders thereof in accordance with the intended method or methods of
distribution thereof described in the registration statement relating thereto
and to maintain the effectiveness of such registration statement for the period
from the date of effectiveness (the "EFFECTIVE DATE") of such registration
statement until the date on which the disposition of all of the Registrable
Securities covered by such registration statement is completed (such period, the
"REGISTRATION PERIOD"). In connection therewith, the Company shall, as soon as
reasonably possible:

               (i)  prepare and file with the SEC a registration statement on
Form S-3, or such other form as may be utilized by the Company and as shall
permit the disposition of the Registrable Securities in accordance with the
intended method or methods thereof, as specified in writing by the Holders
thereof, and use its reasonable best efforts to cause such registration
statement to become effective as soon as reasonably possible thereafter;
<PAGE>

               (ii) (A) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to keep such registration
statement effective during the Registration Period and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of the Registrable Securities by the Holders, and (B) furnish to the Holders of
Registrable Securities registered thereby and the underwriters, if any, thereof
and the sales or placement agent, if any, therefor copies of any such supplement
or amendment prior to its being used and/or filed with the SEC;

               (iii)  comply in all material respects with the provisions of the
Securities Act applicable to the Company with respect to the disposition of all
of the Registrable Securities covered by such Registration Statement in
accordance with the intended method or methods of disposition by the Holders
thereof;

               (iv) provide (A) any Holder registering more than 10% of the
Registrable Securities to be registered, (B) the underwriters, if any, thereof,
(C) the sales or placement agent, if any, therefor, (D) counsel for such
underwriters or agent, and (E) counsel for the Holders thereof the opportunity
to participate in the preparation of such registration statement, each
prospectus included therein or filed with the SEC and each supplement or
amendment thereto;

               (v)  furnish to each of the parties referred to in Section 3(a)
(iv) and to each other Holder of Registrable Securities to be registered in such
registration statement (A) such number of copies (including manually executed
and conformed copies) of such registration statement and of each amendment
thereof and supplement thereto (including all annexes, appendices, schedules and
exhibits), (B) such number of copies of the prospectus used in connection with
such registration statement (including each preliminary prospectus, any summary
prospectus and the final prospectus and including prospectus supplements), and
(C) such number of copies of other documents, if any, incorporated by reference
in such registration statement or prospectus, in each case as each respective
party may reasonably request in order to facilitate the offering and disposition
of the Registrable Securities owned by any such Holder, offered or sold by such
agent, or underwritten by such underwriter, and to permit each Holder, agent and
underwriter to satisfy the prospectus delivery requirements of the Securities
Act; and the Company hereby consents to the use of such prospectus (including
each preliminary prospectus, any summary prospectus and the final prospectus)
and any amendment or supplement thereto by each Holder and by any such agent and
underwriter, in each case in the form most recently provided to such party by
the Company, in connection with the offering and sale of the Registrable
Securities covered by the prospectus (including each preliminary prospectus, any
summary prospectus and the final prospectus) or any supplement or amendment
thereto;

               (vi) promptly notify the Holders of Registrable Securities
registered thereby, the managing underwriter or underwriters, if any, thereof
and the sales or placement agent, if any, therefor and, if requested by any such
party, confirm such notification in writing, (A) when a prospectus or any
prospectus supplement has been filed with the SEC and when the registration
statement or any post-effective amendment thereto has been filed with and
declared effective by the SEC, (B) of the issuance by the SEC of any stop order
or the coming to its knowledge of the initiation of any proceedings for that
purpose, (C) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, (D) of the occurrence of any event that requires the making of any
changes to the registration statement or related prospectus so that such
documents will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading (and the Company shall promptly prepare and furnish to the
parties referred to in Section 3(a)(v), upon request, a reasonable number of
copies of a supplemented or amended prospectus such that,
<PAGE>

as thereafter delivered to the purchasers of the Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading), and (E) of the Company's determination that the filing of a
post-effective amendment to the registration statement shall be necessary or
appropriate; and, upon the receipt of any notice from the Company of the
occurrence of any event of the kind described in this Section 3(a)(vi)(B), (C)
(but only with respect to the jurisdiction suspending qualification), (D) or
(E), (1) the Holders, underwriters and agents shall forthwith discontinue any
offer and disposition of the Registrable Securities pursuant to the registration
statement covering such Registrable Securities and, if so directed by the
Company, shall deliver to the Company all copies (other than permanent file
copies) of the defective prospectus covering such Registrable Securities that
are then in the Holders', underwriters' and agents' possession or control, and
(2) the Company shall, as promptly as practicable thereafter (subject, in the
case of Section 3(a)(vi)(D), to the provisions of Section 5), take such action
as shall be necessary to remedy such event to permit the Holders (and the
underwriters and agents, if any) to continue to offer and dispose of the
Registrable Securities, including, without limitation, preparing and filing with
the SEC and furnishing to the parties referred to in Section 3(a)(v) a
supplement or amendment to such prospectus so that, as thereafter deliverable to
the purchasers of the Registrable Securities, such prospectus will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

               (vii)  use its reasonable best efforts to register or qualify
the Registrable Securities covered by such registration statement under and to
the extent required by such other securities or state blue sky laws of such
jurisdictions as any Holder, underwriter or sales or placement agent shall
request, and do any and all other acts and things that may be necessary under
such securities or blue sky laws to enable the Holders, underwriters and agents
to consummate the public sale or other disposition in such jurisdictions of the
Registrable Securities owned by the Holders, except that the Company shall not
for any such purpose be required to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified or submit to
liability for state or local taxes where it would not otherwise be liable for
such taxes;

               (viii)  for a reasonable period prior to the filing of such
registration statement, and throughout the Registration Period, make available
for inspection by the parties referred to in Section 3(a)(iv), subject to
execution and delivery of a confidentiality agreement in customary form in favor
of the Company by the Holders seeking to exercise such inspection rights, such
financial and other information and books and records of the Company, and cause
the officers, directors, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be reasonably
necessary, in the judgment of the respective counsel referred to in Section
3(a)(iv), to conduct a reasonable investigation within the meaning of Section 11
of the Securities Act;

               (ix) if requested by any managing underwriter or underwriters,
any placement or sales agent or any Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the SEC and as such managing underwriter or
underwriters, such agent or such Holder specifies should be included therein
relating to the terms of the sale of such Registrable Securities, including,
without limitation, information with respect to the number of Registrable
Securities being sold by the Holders or agent or to any underwriters, the name
and description of the Holders, agent or underwriter, the offering price of such
Registrable Securities and any discount, commission or other compensation
payable in respect thereof, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the offering of the
Registrable Securities to be sold by the Holders or agent or to such
underwriters; and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment;
<PAGE>

               (x)  use its reasonable best efforts to obtain the consent or
approval of each governmental agency or authority, whether federal, state or
local, that may be required to effect such registration or the offering or sale
in connection therewith or to enable the Holders to offer, or to consummate the
disposition of, the Registrable Securities;

               (xi) furnish to the Holders or the managing underwriters, if any,
on a timely basis and at the Company's expense, certificates free of any
restrictive legends representing ownership of the Registrable Securities being
sold in such denominations and registered in such names as the Holders or
managing underwriters shall request, and notify the transfer agent of the
Company's securities that it may effect transfers of the Registrable Securities
upon notification from each respective Holder that it has complied with this
Agreement and the prospectus delivery requirements of the Securities Act;

               (xii)  enter into one or more underwriting agreements, engagement
letters, agency agreements, "best efforts" underwriting agreements or similar
agreements, as appropriate, and take such other actions in connection therewith
as the Holders shall reasonably request in order to expedite or facilitate the
disposition of the Registrable Securities so registered;

               (xiii)  (A) make such representations and warranties to the
Holders and the placement or sales agent, if any, therefor and the underwriters,
if any, thereof in form, substance and scope as are customarily made in
connection with an underwritten or a non-underwritten offering, as the case may
be, of common stock or other equity securities pursuant to any appropriate
agreement and/or to a registration statement filed on the form applicable to
such registration; (B) if any portion of the offering contemplated by the
registration statement is an underwritten offering, use its reasonable best
efforts to obtain an opinion of counsel to the Company in customary form and
covering such matters, of the type customarily covered by such an opinion, as
the managing underwriters, if any, and as the Holders may reasonably request,
addressed to the Holders and the placement or sales agent, if any, therefor and
the underwriters, if any, thereof, and dated the Effective Date (and if such
registration statement contemplates an underwritten offering of a part or all of
the Registrable Securities, dated the date of the closing under the underwriting
agreement relating thereto); (C) if any portion of the offering contemplated by
the registration statement is an underwritten offering, use its reasonable best
efforts to obtain a "comfort" letter or letters from the independent certified
public accountants of the Company addressed to the Holders and the placement or
sales agent, if any, therefor and the underwriters, if any, thereof, dated (1)
the Effective Date, (2) the effective date of each prospectus supplement, if
any, to the prospectus included in such registration statement or post-effective
amendment to such registration statement that includes unaudited or audited
financial statements as of a date or for a period subsequent to that of the
latest such statements included in such prospectus and (3) if such registration
statement contemplates an underwritten offering pursuant to any prospectus
supplement to the prospectus included in such registration statement or post-
effective amendment to such registration statement that includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus, dated the date of the
closing under the underwriting agreement relating thereto, such letter or
letters to be in customary form and covering such matters of the type
customarily covered by letters of such type; (D) deliver such documents and
certificates, including officers' certificates, as may be reasonably requested
by the Holders and the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) of this Section
3(a)(xiii) and the compliance with or satisfaction of any agreements or
conditions contained in the underwriting agreement or other agreement entered
into by the Company; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in Section 6
hereof;

               (xiv)  in the event that (A) any broker-dealer registered under
the Exchange Act shall underwrite any Registrable Securities or participate as a
member of an underwriting syndicate or
<PAGE>

selling group or "assist in the distribution" (within the meaning of the Rules
of Fair Practice and the By-Laws of the NASD) thereof, whether as a Holder of
Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, or (B) more than 10% of the
net offering proceeds, not including underwriting compensation, of such
distribution is intended to be paid to any such broker- dealer or "associated or
affiliated persons" of such broker-dealer or "members of the immediate family of
such persons" (each within the meaning of such Rules), the Company shall take
reasonable steps to assist such broker-dealer in complying with the requirements
of such Rules and By-Laws, including, without limitation, by (1) if such Rules
or By-Laws shall so require, engaging a "qualified independent underwriter" (as
defined in such Schedule) to participate in the preparation of the registration
statement relating to such Registrable Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the offering
contemplated by such registration statement is an underwritten offering or is
made through a placement or sales agent, to recommend the price of such
Registrable Securities, (2) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in
Section 6 hereof, and (3) providing such information to such broker-dealer as
may be required in order for such broker-dealer to comply with the requirements
of the Rules of Fair Practice of the NASD;

                (xv)  comply with all applicable rules and regulations of the
SEC, and make generally available to its securityholders, as soon as practicable
but in any event not later than 18 months after the Effective Date, an earning
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act (including, at the option of the Company, Rule 158
thereunder); and

               (xvi)  use its reasonable best efforts to list prior to the
Effective Date, subject to notice of issuance, the Registrable Securities
covered by such registration statement, to the extent they are not already so
listed, on the Nasdaq National Market System or such other securities exchange
or quotation system on which the Common Stock is then listed or quoted.

          (b)  Holders' Obligations.

               (i)  It shall be a condition precedent to the Company's
obligations under Section 2 hereof that each of the Holders of Registrable
Securities included in any registration hereunder furnish to the Company in
writing such information regarding that Holder and the distribution of the
Registrable Securities proposed by that Holder as the Company may reasonably
request to complete or amend the information required by the registration
statement to be filed by the Company pursuant to Section 3(a).

               (ii) The Holders of Registrable Securities included in any
registration hereunder shall, and shall cause the underwriters, if any, thereof
and the sales or placement agents, if any, therefor to, (A) offer to sell or
otherwise distribute the Registrable Securities in reliance upon a registration
contemplated by this Agreement only after a registration statement shall have
been filed with the SEC, (B) sell or otherwise distribute the Registrable
Securities in reliance upon such registration only if a registration statement
is then effective under the Securities Act, (C) comply with the provisions of
Section 3(a)(vi)(1) hereof, (D) distribute the Registrable Securities only in
accordance with the manner of distribution contemplated by the prospectus and
(E) report to the Company distributions made by the Holders, the underwriters or
the agents of Registrable Securities pursuant to the prospectus.

               (iii)  The Holders of Registrable Securities included in any
registration hereunder, and the underwriters, if any, thereof and the sales or
placement agents, if any, therefor, shall not, during the Registration Period,
(A) effect any stabilization transactions or engage in any stabilization
activity in connection with the Common Stock or other equity securities of the
Company in contravention of Regulation M under the Exchange Act, or (B) permit
any "Affiliated Purchaser" (as that term is
<PAGE>

defined in Regulation M under the Exchange Act) to bid for or purchase for any
account in which any such Holder has a beneficial interest, or attempt to induce
any other Person to purchase, any shares of Common Stock or other equity
securities in contravention of Regulation M under the Exchange Act.

     4.  REGISTRATION EXPENSES.  The Company shall bear and pay or cause to be
paid promptly upon request being made therefor all Registration Expenses. The
Holders of the Registrable Securities so registered shall bear and pay or cause
to be paid promptly upon request being made therefor all Selling Expenses,
allocated pro rata on the basis of the number of Registered Securities so
registered by each Holder.

     5.  INFORMATION BLACKOUT.

          (a)  In the event that, following any demand pursuant to Section 2(a)
(i) hereof but prior to the filing of a registration statement in respect of
such demand, (i) the Company, after consultation with outside counsel,
determines reasonably and in good faith that the sale of Registrable Securities
pursuant to a registration statement filed hereunder would require disclosure of
non-public material information, the disclosure of which at such time could
reasonably be expected to have a material adverse effect on the business or
affairs of the Company or a material adverse effect on any proposal or plan by
the Company or any of its subsidiaries to engage in any extraordinary engagement
or activity by the Company, including, without limitation, any material
acquisition of assets or any merger, consolidation, tender offer or similar
transaction, and (ii) the Company gives the Initiating Holders written notice of
such determination (which notice shall include a copy of the resolutions of the
Board of Directors of the Company reflecting such determination), the Company
shall, notwithstanding the provisions of Section 2(a)(i) hereof, be entitled to
postpone for up to 45 days the filing of any registration statement otherwise
required to be prepared and filed by it pursuant to Section 2(a)(i) hereof (the
number of days of any such postponement is hereinafter called a "REGISTRATION
POSTPONEMENT PERIOD").

          (b)  At any time when a registration statement covering Registrable
Securities is effective, upon written notice from the Company to the Holders of
Registrable Securities included in such registration statement, and the
underwriters, if any, thereof and the sales or placement agents, if any,
therefor, that the Company, after consultation with outside counsel, has
determined reasonably and in good faith that the sale of Registrable Securities
pursuant to the Registration Statement would require disclosure of non-public
material information, the disclosure of which at such time could reasonably be
expected to have a material adverse effect on the business or affairs of the
Company or a material adverse effect on any proposal or plan by the Company or
any of its subsidiaries to engage in any extraordinary engagement or activity by
the Company, including, without limitation, any material acquisition of assets
or any merger, consolidation, tender offer or similar transaction, such Holders,
underwriters and agents shall suspend sales of the Registrable Securities
pursuant to the Registration Statement until the earlier of (i) 45 days after
the Company notifies the Holders, underwriters and agents of such good faith
determination, or (ii) such time as the Company notifies the Holders,
underwriters and agents that such material information has been disclosed to the
public or has ceased to be material or that sales pursuant to the registration
statement may otherwise be resumed (the number of days from such suspension of
sales by the Holders until the day when such sales may be resumed hereunder is
hereinafter called a "SALES BLACKOUT PERIOD").

          (c)  No Registration Postponement Period or Sales Blackout Period
shall be commenced by the Company within 90 days after the end of a Registration
Postponement Period or Sales Blackout Period, and the Company shall not be
permitted to commence more than two Registration Postponement Periods or Sales
Blackout Periods, collectively, in any 12 month period.
<PAGE>

          (d)  No Registration Postponement Period or Sales Blackout Period
shall preclude any sales of Registrable Securities that the Holder thereof may
effect in compliance with Rule 144; provided that the Holder otherwise conforms
with the requirements under the Securities Act and the Exchange Act.

     6.  INDEMNIFICATION.

          (a)  Indemnification by the Company.  Upon the registration of any
Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify
and hold harmless the Holders, their respective officers, directors, members and
partners, and each person, if any, who controls any of the foregoing within the
meaning of the Securities Act ("HOLDER INDEMNITEES"), from and against any and
all claims, liabilities, losses, damages, expenses and judgments, joint or
several, to which they or any of them may become subject, including any amount
paid in settlement of any litigation commenced or threatened, and shall promptly
reimburse them, as and when incurred, for any legal or other expenses incurred
by them in connection with investigating any claims and defending any actions,
insofar as such losses, claims, damages, liabilities or actions shall arise out
of, or shall be based upon, any violation or alleged violation by the Company of
the Securities Act, any blue sky laws or securities laws of any state or county
in which the Registrable Securities are offered, and relating to action taken or
action or inaction required of the Company in connection with such offering, or
shall arise out of, or shall be based upon, any untrue statement or alleged
untrue statement of a material fact contained in the registration statement (or
in any preliminary or final prospectus included therein) relating to the
offering and sale of the Registrable Securities, or any amendment thereof or
supplement thereto, or in any document incorporated by reference therein, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, the
Company shall not be liable to any Holder Indemnitee in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement, or any omission
or alleged omission, if such statement or omission shall have been (i) made in
reliance upon and in conformity with information furnished to the Company in
writing by or on behalf of any Holder Indemnitee for inclusion in such
registration statement (or in any preliminary or final prospectus included
therein), or any amendment thereof or supplement thereto, or (ii) made in any
preliminary prospectus and the final prospectus shall have corrected such
statement or omission and a copy of such final prospectus shall have been
delivered to the Holder Indemnitee prior to the time such final prospectus is
required to be delivered by such Holder Indemnitee under applicable law. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Holder Indemnitee and shall survive the transfer of
such securities. The foregoing indemnity agreement is in addition to any
liability that the Company may otherwise have to any Holder Indemnitee.

          (b)  Indemnification by the Holder and Any Underwriters.  The Company
may require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2 hereof and to entering into
any underwriting agreement with respect thereto, that the Company shall have
received an undertaking from the Holder thereof and from each underwriter named
in such underwriting agreement, severally and not jointly, to indemnify and hold
harmless the Company and all other Holders, if any, of Registrable Securities
selling under the same registration statement, their respective officers and
directors and each person, if any, who controls any of the foregoing within the
meaning of the Securities Act (the "COMPANY INDEMNITEES"), from and against any
and all claims, liabilities, losses, damages, expenses and judgments, joint or
several, to which they or any of them may become subject, including any amount
paid in settlement of any litigation commenced or threatened, and shall promptly
reimburse them, as and when incurred, for any legal or other expenses incurred
by them in connection with investigating any claims and defending any actions,
insofar as any such losses, claims, damages, liabilities or actions shall arise
out of, or shall be based upon, any violation or alleged violation by the Holder
or underwriters of the Securities Act, any blue sky laws or securities laws of
any state or
<PAGE>

country in which the Registrable Securities are offered and relating to action
taken or action or inaction required of the Holder or underwriters in connection
with such offering, or shall arise out of, or shall be based upon, any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement (or in any preliminary or final prospectus included
therein) relating to the offering and sale of the Registrable Securities or any
amendment thereof or supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, but in each case (i) only to the extent that such untrue
statement is contained in, or such fact is omitted from, information furnished
to the Company in writing by or on behalf of the Holder for inclusion in the
registration statement (or in any preliminary or final prospectus included
therein), and (ii) if such statement or omission is incorporated by the Company
in any preliminary prospectus, only to the extent that such statement or
omission shall not have been corrected in writing by or on behalf of the Holder
prior to the time the final prospectus is required to be delivered by the
Company under applicable law. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of any Company
Indemnitee. The foregoing indemnity is in addition to any liability that the
Holder and underwriters may otherwise have to any Company Indemnitee.

          (c)  Indemnification Procedures.  In case any proceeding (including
any governmental investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to this Section 6, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing. No
indemnification provided for in subsection (a) or (b) shall be available to any
person who shall fail to give notice as provided in this subsection (c) if the
indemnifying party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was materially prejudiced by the
failure to give such notice, but the failure to give such notice shall not
relieve the indemnifying party or parties from any liability that it or they may
have to the indemnified party for indemnification pursuant to subsection (a) or
(b) to the extent it was not materially prejudiced. In case any such proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and
shall pay as incurred 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 at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred the fees and expenses of the counsel
retained by the indemnified party in the event (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel, (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, in the written opinion of
such counsel, would be inappropriate due to actual or potential differing
interests between them, or (iii) the indemnifying party does not promptly defend
the indemnified party. The indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
indemnified parties (in addition to local counsel if required). Such firm shall
be designated in writing by the Holder in the case of Holder Indemnitees and by
the Company in the case of Company Indemnitees. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent (which consent shall not be unreasonably withheld) but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying
party shall indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. The obligations of the
Company and the Holders and underwriters under this Section 6 shall survive the
completion of any offering of Registrable Securities pursuant to a registration
effected pursuant to Section 2 hereof.
<PAGE>

          (d)  Limitations on Indemnity.

               (i)  The indemnity provided for hereunder shall not inure to the
benefit of any indemnified party to the extent that the claim is based on such
indemnified party's failure to comply with the applicable prospectus delivery
requirements of the Securities Act as then applicable to the person asserting
the loss, claim, damage or liability for which indemnity is sought.

               (ii) In no event shall the liability of any Holder or underwriter
under this Section 6, whether for indemnification or contribution, exceed the
net proceeds received by the Holder or underwriter from the sale of Registrable
Securities pursuant to the registration effected pursuant to Section 2 hereof.

          (e)  Contribution.  If the indemnification provided for in this
Section 6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any claims, liabilities, losses, damages,
expenses or judgments referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall to the extent permitted by
applicable law contribute to the amount paid or payable by such indemnified
party as a result of such claim, liability, loss, damage, expense or judgment in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the circumstances that resulted in such claim, liability, loss,
damage, expense or judgment, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or any other method of allocation that does not take into account the
equitable consideration referred to in this paragraph (e).

     7.  UNDERWRITTEN OFFERINGS.

          (a)  Demand Registration.  If any of the Registrable Securities
covered by any registration statement filed pursuant to Section 2(a) hereof are
to be sold pursuant to an underwritten offering, the managing underwriter or
underwriters thereof shall be designated by the Initiating Holders, provided
that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company.

          (b)  Company Registration.  If any of the Registrable Securities
covered by any registration statement filed pursuant to Section 2(b) hereof are
to be sold pursuant to an underwritten offering, the managing underwriter or
underwriters thereof shall be designated by the Company, and no Holder of
Registrable Securities so to be offered shall be entitled to participate therein
unless such Holder agrees to sell its Registrable Securities pursuant to the
terms of the underwriting arrangement as agreed upon between the Company and the
designated managing underwriter or underwriters, and to complete and execute all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangement.

     8.  RULE 144.  With a view to making available to the Holders the benefits
of Rule 144 and any other rule or regulation of the SEC that may at any time
permit the Holders to sell securities of the Company to the public without
registration, in addition to the foregoing provisions of this Agreement, the
Company shall:

          (a)  make and keep adequate current public information with respect to
the Company available, as those terms are understood and defined in Rule 144;
<PAGE>

          (b)  use its best efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and

          (c)  furnish to each Holder upon written request (A) a written
statement by the Company as to whether it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of
the most recent annual or quarterly report of the Company, and (C) such other
reports and documents of the Company as such Holder may reasonably request and
as is publicly available to enable such Holder to avail itself of any rule or
regulation of the SEC that permits the selling of any such securities without
registration.

     9.  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the Company to
use its best efforts to register Registrable Securities pursuant to Section 2
hereof may be assigned by a Holder to a transferee or assignee of Registrable
Securities (or Rights or other securities upon the conversion, exchange or
exercise of which Registrable Securities are issuable) to a transferee or
assignee of Registrable Securities (or Rights or other securities upon the
conversion, exchange or exercise of which Registrable Securities are issuable)
that (a) is an Affiliate of such Holder, (b) is a member of such Holder's family
or is a trust for the benefit of such Holder or a member of such Holder's
family, or (c) acquires at least 25,000 shares (as adjusted for stock splits,
stock dividends, combinations, reorganizations, reclassifications and other
similar events) of Registrable Securities (or Rights or other securities upon
the conversion, exchange or exercise of which Registrable Securities are
issuable); provided, however, that (i) the transferor furnishes to the Company,
within ten business days after such transfer, written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and such other information as the
Company may reasonably request and (ii) the transferee agrees in writing to be
subject to all restrictions set forth in this Agreement.

     10.  TERMINATION OF REGISTRATION RIGHTS.  A Holder's registration rights
provided hereunder with respect to any Registrable Securities shall terminate
upon the earlier of (a) the second anniversary of the date on which the shares
of Common Stock that are the subject of such Registrable Securities are actually
issued to such Holder, or (b) the date on which all Registrable Securities
issued or issuable to such Holder on the basis of a cash exercise price may be
sold in accordance with the provisions of Rule 144(k) under the Securities Act.

     11.  NO INCONSISTENT AGREEMENTS.  The Company shall not (a) grant
registration rights with respect to any shares of Common Stock, Rights or other
equity securities that would be inconsistent with the terms contained in this
Agreement, or (b) enter into or become bound by, or permit any subsidiary of the
Company to enter into or become bound by, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument that would prohibit, be
violated by, conflict with or provide that a default would arise from, the
compliance by the Company with any of the provisions of this Agreement or the
consummation of the transactions herein contemplated, except for any such
prohibitions, violations, conflicts or defaults that, individually and in the
aggregate, would not have a material adverse effect on the business, financial
condition, results of operations or prospects of the Company and its
subsidiaries taken as a whole and would not impair, delay or restrict the
exercise by the Holders of their rights hereunder. The Company represents and
warrants that it is not currently a party to any agreement with respect to any
of its equity or debt securities granting any registration rights to any person,
other than those agreements set forth on Schedule 1 hereto.

     12.  MISCELLANEOUS.

          (a)  Governing Law.  This Agreement shall be governed in all respects
by the internal laws of the State of Delaware as applied to contracts entered
into solely between residents of, and to be performed entirely within, such
state, and without reference to principles of conflicts of laws or choice of
laws.
<PAGE>

          (b)  Specific Enforcement; Venue.  The parties hereto acknowledge and
agree that each would be irreparably damaged if any of the provisions of this
Agreement are not performed by the other in accordance with their specific terms
or are otherwise breached. It is accordingly agreed that each party shall be
entitled to seek an injunction or injunctions to prevent breaches of this
Agreement by the other and to enforce this Agreement and the terms and
provisions hereof specifically against the other, in addition to any other
remedy to which such aggrieved party may be entitled at law or in equity. Any
action or proceeding seeking to enforce any provision of, or based on any rights
arising out of, this Agreement may be brought against any of the parties in the
courts of the State of Delaware, County of New Castle, or in the United States
District Court for the District of Delaware, and each of the parties consents to
the jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

          (c)  Survival.  The respective indemnitees, agreements,
representations, warranties and each other provision set forth in this Agreement
or made pursuant hereto shall survive delivery of and payment for the Common
Stock and Investment Warrant pursuant to the Purchase Agreement, the delivery of
the Incentive Warrants pursuant to the separate service agreements, the delivery
of the shares of Common Stock issuable upon exercise of the Warrants and the
transfer and registration of Registrable Securities by any Holder.

          (d)  Successors and Assigns.  The rights and obligations set forth
herein may not be assigned or delegated by the Company or the Holders without
the prior written consent of the other, except that the Holders may assign, in
whole or in part, its rights and delegate its obligations hereunder in
accordance with the provisions of Section 9 hereof without obtaining the prior
written consent of the Company. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

          (e)  Entire Agreement; Amendment.  Except as expressly provided to the
contrary in any separate agreement, this Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof, and supersedes all prior agreements and understandings
among the parties relating to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

          (f)  Notices.  All notices, requests, demands or other communications
that are required or may be given pursuant to the terms of this Agreement shall
be in writing and shall be deemed to have been duly given: (A) on the date of
delivery if personally delivered by hand, (B) upon the third day after such
notice is (1) deposited in the United States mail, if mailed by registered or
certified mail, postage prepaid, return receipt requested, or (2) sent by a
nationally recognized overnight express courier, or (C) by facsimile upon
written confirmation (other than the automatic confirmation that is received
from the recipient's facsimile machine) of receipt by the recipient of such
notice:

               (i)  if to the Company, to it at:
                    SeaChange International, Inc.
                    124 Acton Street
                    Maynard, MA  01754
                    Facsimile Number:  (978) 897-9590
                    Attention: William L. Fiedler
<PAGE>

                    with a copy to:

                    William B. Simmons, Jr., Esq.
                    Testa, Hurwitz & Thibeault, LLP
                    125 High Street
                    Boston, MA  02110
                    Facsimile Number: (617) 248-7100

              (ii)  if to the Purchaser, to it at:
                    c/o Comcast Corporation
                    1500 Market Street
                    Philadelphia, PA  19102-2148
                    Attention:  Arthur Block
                    Facsimile Number:  (215) 981-7794

                    with a copy to:

                    Howard A. Blum, Esq.
                    Drinker Biddle & Reath LLP
                    One Logan Square
                    18th and Cherry Streets
                    Philadelphia, PA  19103-6996
                    Facsimile Number:  (215) 988-2757

               (iii)  if to any other Holder, to it at such address as is
provided to the Company in the written notice described in Section 9(i);

or to such other address or facsimile number as any party may have furnished to
the others in writing in accordance herewith, except that notices of change of
address or facsimile number shall be effective only upon receipt.

          (g)  Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any person hereunder shall impair any such right,
power or remedy nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any person hereunder of any breach or default under this Agreement,
or any waiver on the part of any such person of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies either under this Agreement
or by law or otherwise shall be cumulative and not alternative.

          (h)  Severability.  If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restriction of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

          (i)  Counterparts.  This Agreement may be executed in two or more
partially or fully executed counterparts and by facsimile signatures, each of
which shall be deemed an original and shall
<PAGE>

bind the signatory, but all of which together shall constitute but one and the
same instrument. The execution and delivery of the signature page to this
Agreement by any party hereto who shall have been furnished the final form of
this Agreement shall constitute the execution and delivery of this Agreement by
such party.

          (j)  Further Assurances.  Each of the Company and the Holders shall
use its reasonable efforts at any time and from time to time to execute and
deliver to the other such further documents and instruments and to take all such
further actions as the other may reasonably request in order to consummate the
transactions contemplated hereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first above
written.

                              SEACHANGE INTERNATIONAL, INC.


                              By:   /s/ William L. Fiedler
                                    --------------------------------

                              Name:   William L. Fiedler
                                    --------------------------------

                              Title:   Vice President
                                    --------------------------------


                              COMCAST SC INVESTMENT, INC.


                              By:   /s/ Rosemarie S. Teta
                                    --------------------------------

                              Name:   Rosemarie S. Teta
                                    --------------------------------

                              Title:   Vice President
                                    --------------------------------


                              COMCAST CABLE SC INVESTMENT, INC.


                              By:   /s/ Rosemarie S. Teta
                                    --------------------------------

                              Name:   Rosemarie S. Teta
                                    --------------------------------

                              Title:   Vice President
                                    --------------------------------




               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>

The following exhibits and schedules thereto have been omitted in accordance
with Rule 601(B)(2) of Regulation S-K:

Schedule 1 - List of Registration Rights Agreements of the Company

The Company will furnish supplementally a copy of any omitted exhibit or
schedule to the Securities and Exchange Commission (the "Commission") upon the
Commission's request; provided, however that the Company may request
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any schedule or exhibit so furnished.