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                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of April 2, 2002

                                 By and Between

                                    DDI CORP.

                                    as Issuer

                                       and

                           J.P. MORGAN SECURITIES INC.

                            ROBERTSON STEPHENS, INC.

                              as Initial Purchasers

                  6.25% Convertible Subordinated Notes Due 2007

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.   Definitions..............................................................1
2.   Shelf Registration.......................................................5
3.   Additional Amounts.......................................................7
4.   Registration Procedures..................................................9
5.   Registration Expenses...................................................15
6.   Indemnification.........................................................16
7.   Rules 144 and 144A......................................................20
8.   Underwritten Registrations..............................................20
9.   Miscellaneous...........................................................20
     (a)  No Inconsistent Agreements.........................................20
     (b)  Adjustments Affecting Registrable Securities.......................21
     (c)  Amendments and Waivers.............................................21
     (d)  Notices............................................................21
     (e)  Successors and Assigns.............................................22
     (f)  Counterparts.......................................................22
     (g)  Headings...........................................................22
     (h)  Governing Law......................................................23
     (i)  Severability.......................................................23
     (j)  Securities Held by the Company or Its Affiliates...................23
     (k)  Third-Party Beneficiaries..........................................23
     (l)  Entire Agreement...................................................23

                                        i

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is dated as of
                                                   ---------
April 2, 2002, by and between DDI CORP., a Delaware corporation (the "Company"),
                                                                      -------
and J.P. MORGAN SECURITIES INC. and ROBERTSON STEPHENS, INC. (the "Initial
                                                                   -------
Purchasers").
----------

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of March 26, 2002 (the "Purchase Agreement"), by and between
                                            ------------------
the Company and the Initial Purchasers, which provides for the sale by the
Company to the Initial Purchasers of $100,000,000 aggregate principal amount of
the Company's 6.25% Convertible Subordinated Notes Due 2007 (the "Firm Notes"),
                                                                  ----------
which are convertible into Common Stock of the Company, par value $.01 per share
(the "Underlying Shares"), plus up to an additional $15,000,000 aggregate
      -----------------
principal amount of the same that the Initial Purchasers may subsequently elect
to purchase pursuant to the terms of the Purchase Agreement (the "Additional
                                                                  ----------
Notes" and, together with the Firm Notes, the "Convertible Notes"). The
-----                                          -----------------
Convertible Notes are being issued pursuant to an indenture, dated as of the
date hereof (the "Indenture"), between the Company and State Street Bank and
                  ---------
Trust Company, as Trustee.

          In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and any subsequent
holder or holders of the Convertible Notes or Underlying Shares. The execution
and delivery of this Agreement is a condition to the Initial Purchasers'
obligation to purchase the Firm Notes under the Purchase Agreement.

          The parties hereby agree as follows:

     1.   Definitions.
          -----------

          As used in this Agreement, the following terms shall have the
following meanings:

          Additional Amounts: See Section 3(a) hereof.
          ------------------

          Additional Notes: See the second introductory paragraph hereto.
          ----------------

          Agreement: See the first introductory paragraph hereto.
          ---------

          Amount of Registrable Securities: (a) With respect to Convertible
          --------------------------------
Notes constituting Registrable Securities, the aggregate principal amount of all
such Convertible Notes outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price (as defined in the
Indenture) in effect at the time of computing the Amount of

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Registrable Securities or, if no such Convertible Notes are then outstanding,
the last Conversion Price that was in effect under the Indenture when any such
Convertible Notes were last outstanding, and (c) with respect to combinations
thereof, the sum of (a) and (b) for the relevant Registrable Securities.

          Blue Sky Laws: State securities or "blue sky" laws.
          -------------

          Business Day: Any day that is not a Saturday, Sunday or a day on which
          ------------
banking institutions in New York are authorized or required by law to be closed.

          Closing Date: April 2, 2002.
          ------------

          Company: See the first introductory paragraph hereto.
          -------

          Convertible Notes: See the second introductory paragraph hereto.
          -----------------

          Damages Payment Date: See Section 3(c) hereof.
          --------------------

          Depositary: The Depository Trust Company until a successor is
          ----------
appointed by the Company.

          Effectiveness Date: The 180th day after the Closing Date.
          ------------------

          Effectiveness Period: See Section 2(a) hereof.
          --------------------

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
          ------------
rules and regulations of the SEC promulgated thereunder.

          Filing Date: The 90th day after the Closing Date.
          -----------

          Firm Notes: See the second introductory paragraph hereto.
          ----------

          Holder: Any holder of Registrable Securities.
          ------

          Indemnified Holder: See Section 6 hereof.
          ------------------

          Indemnified Person: See Section 6 hereof.
          ------------------

          Indemnifying Person: See Section 6 hereof.
          -------------------

          Indenture: See the second introductory paragraph hereto.
          ---------

          Initial Purchasers: See the first introductory paragraph hereto.
          ------------------

                                        2

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          Initial Shelf Registration: See Section 2(a) hereof.
          --------------------------

          Initial Shelf Registration Statement: See Section 2(a) hereof.
          ------------------------------------

          Inspectors: See Section 4(n) hereof.
          ----------

          Late Notice Holder: See Section 2(d) hereof.
          ------------------

          NASD: See Section 4(q) hereof.
          ----

          Notice and Questionnaire: A written notice delivered to the Company
          ------------------------
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Circular of the Company dated March 26, 2002 relating to the Convertible Notes.

          Notice Holder: Any Holder that has delivered a Notice and
          -------------
Questionnaire to the Company on or prior to the Questionnaire Deadline.

          Person: An individual, partnership, corporation, limited liability
          ------
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

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

          Purchase Agreement: See the second introductory paragraph hereto.
          ------------------

          QIU: See Section 4(q) hereof.
          ---

          Questionnaire Deadline: See Section 2(d) hereof.
          ----------------------

          Records: See Section 4(n) hereof.
          -------

          Registrable Securities: All Convertible Notes and all Underlying
          ----------------------
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Convertible
Notes and Underlying Shares having been declared effective by the SEC and such
Convertible Notes and Underlying Shares having been disposed of in accordance
with such effective Registration Statement, (ii) such Convertible

                                        3

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Notes and Underlying Shares having been sold in compliance with Rule 144 and
(iii) such Convertible Notes and any Underlying Shares ceasing to be
outstanding.

          Registration Default: See Section 3(a) hereof.
          --------------------

          Registration Statement: Any registration statement of the Company
          ----------------------
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

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

          Rule 144A: Rule 144A promulgated under the Securities Act, as such
          ---------
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

          Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
          --------
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

          SEC: The Securities and Exchange Commission.
          ---

          Securities Act: The Securities Act of 1933, as amended, and the rules
          --------------
and regulations of the SEC promulgated thereunder.

          Shelf Registration: See Section 2(b) hereof.
          ------------------

          Shelf Registration Statement: See Section 2(b) hereof.
          ----------------------------

          Subsequent Shelf Registration: See Section 2(b) hereof.
          -----------------------------

          Suspension Period: See Section 3(b) hereof.
          -----------------

          TIA: The Trust Indenture Act of 1939, as amended, and the rules and
          ---
regulations of the SEC promulgated thereunder.

          Trustee: The Trustee under the Indenture.
          -------

                                        4

<PAGE>

          Underlying Shares: See the second introductory paragraph hereto.
          -----------------

          underwritten registration or underwritten offering: A registration in
          --------------------------------------------------
which securities of the Company are sold to an underwriter for reoffering to the
public.

     2.   Shelf Registration.
          ------------------

          (a) Shelf Registration. The Company shall file with the SEC a
              ------------------
Registration Statement (the "Initial Shelf Registration Statement") for an
                             ------------------------------------
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Securities held by Notice Holders (the "Initial Shelf
                                                        -------------
Registration") on or prior to the Filing Date; provided, that subject to Section
------------                                   --------
2(d) hereof, the Initial Shelf Registration shall cover all of the Registrable
Securities of Late Notice Holders. The Initial Shelf Registration shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Securities for resale by Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings (subject to
Section 8 hereof)). The Company shall not permit any securities other than
Registrable Securities to be included in the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below), other than those shares of
Common Stock that may be required to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration in accordance with piggyback
registration rights granted prior to the date hereof in respect of approximately
1,300,000 shares of the Company's Common Stock.

          The Company shall use its reasonable best efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act as soon as
practicable after such Initial Shelf Registration is filed and, in any event, on
or prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the earlier of when (i)
all the Registrable Securities are registered under the Shelf Registration (as
defined below) and have been disposed of in the manner set forth and as
contemplated therein, (ii) certain transfer restrictions on the Registrable
Securities are terminated as a result of the application of Rule 144(k), (iii)
all the Registrable Securities have been resold pursuant to Rule 144 under the
Securities Act, (iv) all the Registrable Securities cease to be outstanding and
(v) all the Registrable Securities may be sold during any three-month period
pursuant to Rule 144 (the "Effectiveness Period").
                           --------------------

          At the time the Initial Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder shall be named as a selling
securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law.

          (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
              ------------------------------
or any Subsequent Shelf Registration ceases to be effective for any reason at
any time during the

                                        5

<PAGE>

Effectiveness Period (other than because of the sale of all of the securities
registered thereunder), the Company shall use its reasonable best efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 45 days of such cessation of effectiveness amend
the Initial Shelf Registration or any Subsequent Shelf Registration, as the case
may be, in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a "Subsequent
                                                                    ----------
Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company
------------------
shall use its reasonable best efforts to cause the Subsequent Shelf Registration
to be declared effective under the Securities Act as soon as practicable after
such filing and to keep such Registration Statement continuously effective
during the Effectiveness Period. As used herein the term "Shelf Registration"
                                                          ------------------
means the Initial Shelf Registration and any Subsequent Shelf Registration and
the term "Shelf Registration Statement" means any Registration Statement filed
          ----------------------------
in connection with a Shelf Registration.

          (c) Supplements and Amendments. The Company shall promptly supplement
              --------------------------
and amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of the majority in Amount of Registrable Securities covered by such
Registration Statement or by any underwriter of such Registrable Securities.

          (d) Holder Procedures. No Holder of Registrable Securities may include
              -----------------
any of its Registrable Securities in the Shelf Registration Statement pursuant
to this Agreement unless such Holder mails via first-class registered mail or
transfers via courier or hand delivery that confirms delivery, a properly
completed Notice and Questionnaire to the Company on or prior to the 20th
Business Day after the date the Notice and Questionnaire is deemed to have been
given in accordance with Section 9(d) hereof (or, in the case of a Holder that
is a transferee of Registrable Securities, on or prior to the earlier of (i) the
20th Business Day after the completion of the transfer of Registrable Securities
to the transferee and (ii) 9:00 a.m., New York time, on the fifth Business Day
before the effectiveness of the Shelf Registration Statement) (the
"Questionnaire Deadline") and such other information as the Company may
 ----------------------
reasonably request for use in connection with the Shelf Registration Statement
or Prospectus or in any application to be filed with or under state securities
laws. In connection with all requests for information from Holders of
Registrable Securities with respect to inclusion of Registrable Securities in
the Shelf Registration Statement, the Company shall notify such Holders of the
requirements set forth in the preceding sentence. The Company agrees and
undertakes that (i) it shall distribute a Notice and Questionnaire no earlier
than 60 Business Days and no later than 30 Business Days prior to the expected
effectiveness of the Shelf Registration Statement to each Holder at the address
set forth on the register of securities maintained by the registrar of the
Convertible Notes or the records of the transfer agent of the Underlying Shares
at such time, and (ii) upon the request of any Holder

                                        6

<PAGE>

which is deemed to have been given in accordance with Section 9(d) hereof prior
to 9:00 a.m., New York time, on the fifth Business Day before the effectiveness
of the Shelf Registration Statement, the Company shall distribute a Notice and
Questionnaire to such Holder at the address set forth in such request. Holders
that do not complete the Holder Questionnaire and timely deliver it to the
Company shall not be named as selling securityholders in the Prospectus included
in the Shelf Registration Statement and therefore shall not be permitted to sell
Registrable Securities pursuant to the Shelf Registration Statement.
Notwithstanding the foregoing, upon request from a Holder that did not return a
Notice and Questionnaire on a timely basis, (i) the Company shall distribute a
Notice and Questionnaire to such Holder at the address set forth in the request
and (ii) upon receipt of a properly completed Notice and Questionnaire from such
Holder (a "Late Notice Holder"), the Company shall use its reasonable best
           ------------------
efforts to name such Holder as a selling securityholder by means of a
pre-effective amendment or, if permitted by the SEC, by means of a Prospectus
supplement to the Shelf Registration Statement; provided, however, that the
                                                --------  -------
Company shall have no obligation to pay Additional Amounts to such Holder for
its failure to file such pre-effective amendment or Prospectus supplement;
provided further, that the Company shall in no circumstances be obligated to
-------- -------
file a post-effective amendment to name such Holder as selling securityholder.
Each Holder as to which the Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make information previously furnished to the Company by
such Holder not materially misleading.

     Notwithstanding anything in this Agreement to the contrary, no Holder of
Registrable Securities shall be entitled to Additional Amounts pursuant to
Sections 3(a)(i) and (ii) hereof unless such Holder is a Notice Holder. A Late
Notice Holder that is named as selling securityholder by means of a
pre-effective amendment or a Prospectus supplement to the Shelf Registration
Statement shall be entitled to Additional Amounts pursuant to Section 3(a)(iii)
if such Late Notice Holder is named as a selling securityholder at the time the
Shelf Registration ceases to be effective.

     From and after the date the Initial Shelf Registration Statement is
declared effective, each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver notice of a proposed sale to the Company at least 5
Business Days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement.

     3.   Additional Amounts.
          ------------------

          (a) The Company and the Initial Purchasers agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill its
obligations under Section 2 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Company
agrees to pay additional amounts on the Registrable

                                        7

<PAGE>

Securities ("Additional Amounts") under the circumstances and to the extent set
             ------------------
forth below (each of which shall be given independent effect; each a
"Registration Default"):
 --------------------

     (i) if the Initial Shelf Registration is not filed on or prior to the
     Filing Date, then commencing on the day after the Filing Date, Additional
     Amounts shall accrue on the Registrable Securities at a rate of 0.25% per
     annum on the Amount of Registrable Securities for the first 90 days
     immediately following the Filing Date, such Additional Amounts increasing
     by an additional 0.25% per annum at the beginning of each subsequent 90-day
     period;

     (ii) if the Initial Shelf Registration is not declared effective by the SEC
     on or prior to the Effectiveness Date, then commencing on the day after the
     Effectiveness Date, Additional Amounts shall accrue on the Registrable
     Securities at a rate of 0.25% per annum on the Amount of Registrable
     Securities for the first 90 days immediately following, such Additional
     Amounts increasing by an additional 0.25% per annum at the beginning of
     each subsequent 90-day period; and

     (iii) if a Shelf Registration has been declared effective and such Shelf
     Registration ceases to be effective at any time during the Effectiveness
     Period (other than as permitted under Section 3(b)), then Additional
     Amounts shall accrue on the Registrable Securities at a rate of 0.25% per
     annum on the Amount of Registrable Securities for the first 90 days
     commencing on the day the shelf registration ceases to be effective, such
     Additional Amounts increasing by an additional 0.25% per annum at the
     beginning of each subsequent 90-day period;

provided, however, that Additional Amounts on the Registrable Securities may not
--------  -------
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time and at no time shall the aggregate amount of Additional Amounts
accruing exceed in the aggregate 1.0% per annum of the Amount of Registrable
Securities; provided, further, however, that (1) upon the filing of the Shelf
            --------  -------  -------
Registration as required hereunder (in the case of clause (a)(i) of this Section
3), (2) upon the effectiveness of the Shelf Registration as required hereunder
(in the case of clause (a)(ii) of this Section 3) or (3) upon the effectiveness
of a Shelf Registration which had ceased to remain effective (in the case of
clause (a)(iii) of this Section 3), Additional Amounts on the Registrable
Securities as a result of such clause (or the relevant subclause thereof), as
the case may be, shall cease to accrue. It is understood and agreed that,
notwithstanding any provision to the contrary, (i) so long as any Registrable
Security is then covered by an effective Shelf Registration Statement, no
Additional Amounts shall accrue on such Registrable Security and (ii) no holder
of Registrable Securities shall be entitled to Additional Amounts unless such
holder has complied with its obligations to furnish the information required
regarding such holder.

                                        8

<PAGE>

          (b) Notwithstanding paragraph (a) of this Section 3, the Company shall
be permitted to suspend the effectiveness of a Shelf Registration for up to 45
consecutive days (a "Suspension Period") in any 90-day period without being
                     -----------------
required to pay Additional Amounts; provided that in the case of suspension of
                                    -------- ----
the effectiveness of a Shelf Registration due to an acquisition, divestiture,
disposition or probable acquisition, financing, recapitalization, business
combination, other similar transaction or the existence of any fact or the
occurrence of any other event, including without limitation, pending
negotiations relating to, or the consummation of, a transaction, which would
require additional disclosure of material, non-public information by the Company
in the Shelf Registration Statement as to which the Company has a bona fide
business purpose for preserving confidentiality, the Company may extend the
Suspension Period by up to an additional 30 days without being required to pay
Additional Amounts. The aggregate duration of any Suspension Periods shall not,
without incurring any obligation to pay Additional Amounts, exceed 120 days in
any 365-day period.

          (c) So long as Convertible Notes remain outstanding, the Company shall
notify the Trustee within two Business Days after each and every date on which
an event occurs in respect of which Additional Amounts is required to be paid.
Any amounts of Additional Amounts due pursuant to clause (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each April 1
and October 1 (each a "Damages Payment Date"), commencing with the first such
                       --------------------
date occurring after any such Additional Amounts commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date with respect to
Convertible Notes that are Registrable Securities and to Persons that are
registered Holders on March 15 or September 15 preceding such Damages Payment
Date with respect to Underlying Shares that are Registrable Securities. The
amount of Additional Amounts for Registrable Securities will be determined by
multiplying the rate of Additional Amounts by the Amount of Registrable
Securities outstanding on the Damages Payment Date following such Registration
Default in the case of the first such payment of Additional Amounts with respect
to a Registration Default and thereafter at the next succeeding Damages Payment
Date until the cure of such Registration Default.

     4.   Registration Procedures.
          -----------------------

          In connection with the filing of any Registration Statement pursuant
to Section 2 hereof, the Company shall effect such registrations to permit the
resale of the securities covered thereby in accordance with the intended method
or methods of disposition thereof, and pursuant thereto and in connection with
any Registration Statement filed by the Company hereunder the Company shall:

          (a) Prepare and file with the SEC prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use its reasonable best efforts to cause each such Registration
Statement to become effective and remain

                                        9

<PAGE>

effective as provided herein; provided, however, that before filing any
                              --------  -------
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to and afford the Initial Purchasers, their counsel
and the managing underwriters, if any, a reasonable opportunity to review copies
of all such documents proposed to be filed (in each case, where possible, at
least five Business Days prior to such filing), and shall incorporate into such
filings such comments and changes as may be reasonably requested by such
persons. The provisions of this paragraph (a) shall not apply to the filing by
the Company of annual, quarterly or current reports, or proxy statements or
schedules under the Exchange Act.

          (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented. The Company shall be deemed not to have used its reasonable best
efforts to keep a Registration Statement effective during the Effectiveness
Period if it voluntarily takes any action that would result in selling Holders
of the Registrable Securities covered thereby that are Notice Holders not being
able to sell such Registrable Securities during that period unless such action
is required by applicable law or unless the Company complies with this
Agreement, including, without limitation, the provisions of Sections 2(b) and
4(k) hereof.

          (c) Notify the selling Holders of Registrable Securities, their
counsel and the managing underwriters, if any, promptly (but in any event within
two Business Days) and, confirm such notice in writing, (i) when a Prospectus or
any prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Company, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) of the happening of any event, the existence of any condition or any
information becoming known that makes any statement made in a Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in or amendments or supplements to a
Registration Statement, Prospectus or documents so that, in the case of a
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the

                                       10

<PAGE>

statements therein not misleading, and that in the case of a Prospectus, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading and (iv) of the Company's determination that a post-effective
amendment to a Registration Statement would be appropriate.

          (d) Use its reasonable best efforts to prevent the issuance of any
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use its reasonable best efforts to obtain the withdrawal of any such
order at the earliest possible moment.

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

          (f) Furnish to each selling Holder of Registrable Securities, counsel
to such Holders (chosen in accordance with Section 5(b)) and each managing
underwriter, if any, at the sole expense of the Company, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

          (g) Deliver to each selling Holder of Registrable Securities, counsel
to such Holders (chosen in accordance with Section 5(b)) and the underwriters,
if any, at the sole expense of the Company, as many copies of the Prospectus
(including each form of preliminary prospectus) and each amendment or supplement
thereto and any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the second paragraph of Section 4(s) hereof,
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Securities and
the underwriters or agents, if any, and dealers (if any), in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Securities, to use its
reasonable best efforts to register or qualify, to the extent required by
applicable law, and to cooperate with the selling Holders of Registrable
Securities, the managing underwriter or underwriters,

                                       11

<PAGE>

if any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities or offer and sale under the Blue Sky Laws of such
jurisdictions within the United States as any selling Holder, or the managing
underwriter or underwriters, if any, reasonably request; provided, however, that
                                                         --------  -------
where Registrable Securities are offered other than through an underwritten
offering, the Company agrees to cause the Company's counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed
pursuant to this Section 4(h); keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the applicable Registration Statement;
provided, however, that the Company shall not be required to (A) qualify
--------  -------
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in any
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any jurisdiction where it is not then so
subject.

          (i) Cooperate with the selling Holders of Registrable Securities and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing shares of Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with the Depository; and enable such
shares of Registrable Securities to be in such denominations and registered in
such names as the managing underwriter or underwriters, if any, or Holders may
reasonably request; provided that, in connection with a sale of Registrable
Securities pursuant to any Registration Statement, the Company will not be
required to deliver any certificates not bearing restrictive legends prior to a
reasonable time immediately preceding the sale of the Registrable Securities
represented by such certificates.

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

          (k) Upon the occurrence of any event contemplated by paragraph
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable

                                       12

<PAGE>

Securities being sold thereunder, any 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 the light of the
circumstances under which they were made, not misleading.

          (l) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
the Depository and (ii) provide required CUSIP numbers for the Registrable
Securities.

          (m) In connection with any underwritten offering of Registrable
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of securities similar to the
Registrable Securities and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities
and, in such connection, (i) make such representations and warranties to, and
covenants with, the underwriters with respect to the business of the Company and
its subsidiaries (including any acquired business, properties or entity, if
applicable) and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
securities similar to the Registrable Securities and confirm the same in writing
if and when requested; (ii) obtain the written opinion of counsel to the Company
and written updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters, addressed to the underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings of securities similar to the Registrable Securities and such other
matters as may be reasonably requested by the managing underwriter or
underwriters; and (iii) obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of securities similar to the Registrable Securities and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72. The
above shall be done as and to the extent required by such underwriting
agreement.

          (n) Make available for inspection by one or more representatives of
the selling Holders (designated in writing by the Holders of the majority in
Amount of Registrable Securities proposed to be sold), any underwriter
participating in any such disposition of

                                       13

<PAGE>

Registrable Securities, if any, and any attorney, accountant or other agent
retained by any such selling Holder, or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
 ----------
hours at such time or times as shall be mutually convenient for the Company and
the Inspectors as a group, all financial and other records, pertinent corporate
documents and instruments of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
 -------
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Company and its subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement; provided, however, that the Company shall have no obligation to
deliver information to any Inspector pursuant to this Section 4(n) unless such
Inspector shall have executed and delivered a confidentiality agreement in a
form reasonably acceptable to the Company relating to such information.

          (o) Provide (i) the Holders of the Registrable Securities to be
included in such Registration Statement and counsel to such Holders (chosen in
accordance with Section 5(b)), (ii) the underwriters (which term, for purposes
of this Registration Rights Agreement, shall include a Person deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act), if any,
thereof, (iii) the sales or placement agent, if any, thereof, and (iv) one
counsel for such underwriters or agents, reasonable opportunity to participate
in the preparation of such Registration Statement, each prospectus included
therein or filed with the SEC, and each amendment or supplement thereto.

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

          (q) Cooperate with each seller of Registrable Securities covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. (the "NASD"), including, if the Conduct Rules of the
                               ----
NASD or any successor thereto as amended from time to time so require, engaging
a "qualified independent underwriter" ("QIU") as contemplated therein and making
                                        ---
Records available to such QIU as though it were a participating underwriter for
the purposes of Section 4(n) and otherwise applying the provisions of this
Agreement to such QIU (including indemnification) as though it were a
participating underwriter.

                                       14

<PAGE>

          (r) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders of the Registrable Securities to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner.

          (s) Use its reasonable best efforts to take all other steps necessary
or advisable to effect the registration of the Registrable Securities covered by
a Registration Statement contemplated hereby.

          Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the happening of any event of the kind described in Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by such Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 4(k) hereof, or until it is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto.

     5.   Registration Expenses.
          ---------------------

          (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with Blue Sky Laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as provided in
Section 4(h) hereof), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with the Depository and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of the majority in Amount of Registrable Securities included
in any Registration Statement, (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company and reasonable fees and
disbursements of counsel for the sellers of the Registrable Securities (subject
to the provisions of Section 5(b) hereof), (v) fees and disbursements of all
independent certified public accountants referred to in Section 4(m)(iii) hereof
(including, without limitation, the expenses of any special audit and "cold
comfort" letters required by or incident to such performance), (vi) Securities
Act liability insurance, if

                                       15

<PAGE>

the Company desires such insurance, (vii) fees and expenses of all other Persons
retained by the Company, (viii) internal expenses of the Company (including,
without limitation, all salaries and expenses of officers and employees of the
Company performing legal or accounting duties), (ix) the expense of any annual
audit, (x) the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales agreements
and any other documents necessary in order to comply with this Agreement.
Notwithstanding anything in this Agreement to the contrary, (i) each Holder
shall pay all underwriting discounts and brokerage commissions with respect to
any Registrable Securities sold by it and (ii) each underwriter, sales or
placement agent shall bear the fees and disbursements of any counsel retained by
such underwriter, sales or placement agent.

          (b) The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

     6.   Indemnification.
          ---------------

          The Company agrees to indemnify and hold harmless (i) the Initial
Purchasers, (ii) each Holder, (iii) each Person, if any, who controls (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) any of the foregoing (any of the Persons referred to in this
clause (iii) being hereinafter referred to as a "controlling person"), (iv) the
respective officers, directors, partners, employees, representatives and agents
of the Initial Purchasers, the Holders (including predecessor Holders) or any
controlling person (any person referred to in clause (i), (ii), (iii) or (iv)
may hereinafter be referred to as an "Indemnified Holder"), from and against any
                                      ------------------
and all losses, claims, damages, liabilities, joint or several, and judgments
(including, without limitation, legal fees and other expenses incurred in
connection with any suit, action or proceeding or any claim asserted) to which
they become subject under the Securities Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or Prospectus or any
amendment or supplement thereto or any related preliminary prospectus, or arise
out of or are based upon 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, and agrees to reimburse each such Indemnified Person, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
except insofar as such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in

                                       16

<PAGE>

conformity with information relating to any Holder furnished to the Company in
writing by such Holder expressly for use therein; provided, however, that the
Company shall not be liable to any Indemnified Holder under the indemnity
agreement of this paragraph with respect to any preliminary prospectus to the
extent that any such loss, claim, damage, liability, judgment or expense of such
Indemnified Holder results from the fact that such Indemnified Holder sold
Registrable Securities under a Registration Statement to a Person as to whom it
shall be established that there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus (or of the
preliminary prospectus as then amended or supplemented if the Company shall have
furnished such Indemnified Holder with such amendment or supplement thereto on a
timely basis), in any case where such delivery is required by applicable law and
the loss, claim, damage, liability or expense of such Indemnified Holder results
from an untrue statement or omission of a material fact contained in the
preliminary prospectus which was corrected in the Prospectus (or in the
preliminary prospectus as then amended or supplemented if the Company shall have
furnished such Indemnified Holder with such amendment or supplement thereto, as
the case may be, on a timely basis). The Company shall notify each Indemnified
Holder and the Initial Purchasers promptly of the institution, threat or
assertion of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement which
involves the Company, such Indemnified Holder or the Initial Purchasers.

          Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and the Initial Purchasers, each of their respective
directors, each of their respective officers, representatives, employees and
agents and each Person who controls the Company or the Initial Purchasers within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
each Holder and the Initial Purchasers, but only with reference to such losses,
claims, damages or liabilities which are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to a Holder furnished to the Company in
writing by such Holder expressly for use in any Registration Statement or
Prospectus, or any amendment or supplement thereto or any related preliminary
prospectus.

          If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
                                            ------------------
notify the Person or Persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing of the commencement thereof; but the failure
 -------------------
so to notify the Indemnifying Person (i) will not relieve it from liability
under the two immediately preceding paragraphs unless and to the extent it did
not otherwise learn of such action and such failure results in the forfeiture by
the Indemnifying Person of substantial rights and defenses; and (ii) will not,
in any event, relieve the Indemnifying Person from any obligations to any
Indemnified Person other than the

                                       17

<PAGE>

indemnification obligation provided in the two preceding paragraphs. Such
Indemnifying Person, upon request of the Indemnified Person, shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others entitled to indemnification pursuant to this
Section 6 that the Indemnifying Person may designate in such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the use of counsel chosen by the
Indemnifying Person to represent the Indemnified Person would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the Indemnified Person and the
Indemnifying Person and the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it and/or other Indemnified
Person(s) which are different from or additional to those available to the
Indemnifying Person; (iii) the Indemnifying Person shall not have employed
counsel satisfactory to the Indemnified Person to represent the Indemnified
Person within a reasonable time after notice of the institution of such action;
or (iv) the Indemnifying Person shall authorize the Indemnified Person to employ
separate counsel at the expense of the Indemnifying Person. It is understood
that an Indemnifying Person shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed
as they are incurred. Any such separate firm for the Indemnified Holders shall
be designated in writing by the Holders of the majority in Amount of Registrable
Securities, and any such separate firm for the Company, its directors,
respective officers and such control Persons of the Company shall be designated
in writing by the Company. No Indemnifying Person shall, without the prior
written consent of the Indemnified Person, effect any settlement or compromise
or consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action), unless such
settlement, compromise or consent includes an unconditional release of each such
Indemnified Person from all liability arising out of such claims, actions, suits
or proceedings.

          If the indemnification provided for in the first and second paragraphs
of this Section 6 is insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending the same) (collectively, "Losses") (i) in such proportion as is
                                    ------
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand, and the Indemnified Person on the other hand, pursuant to the
Purchase Agreement or from the offering of the Registrable Securities pursuant
to any Shelf Registration or (ii) if the

                                       18

<PAGE>

allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Indemnifying
Person on the one hand, and the Indemnified Person on the other, in connection
with the statements or omissions that resulted in such Losses, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand, and any Indemnified Holder on the other, shall be
deemed to be in the same proportion as the total net proceeds from the initial
offering and sale of Convertible Notes (before deducting expenses) received by
the Company bear to the total net proceeds received by such Indemnified Holder
from sales of Registrable Securities giving rise to such obligations. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or such Indemnified Holder and the parties' intent,
relative knowledge, information and opportunity to correct or prevent such
statement or omission.

          The Company and each of the Initial Purchasers agree that it would not
be just and equitable if contribution pursuant to this Section 6 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6, in no event shall
any Holder be required to contribute any amount in excess of the amount by which
the net proceeds received by such Holder from the sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 6, each person who controls an Initial Purchasers within the meaning of
either the Securities Act or the Exchange Act and each director, officer,
employee and agent of an Initial Purchasers shall have the same rights to
contribution as such Initial Purchasers, and each person who controls the
Company within the meaning of either the Securities Act or the Exchange Act and
each officer and director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions set forth in this paragraph.

          The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

          The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other

                                       19

<PAGE>

Person controlling any of the Company and (iii) acceptance of and payment for
any of the Registrable Securities.

     7.   Rules 144 and 144A.
          ------------------

          The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, for so long as
any Registrable Securities remain outstanding, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Company further covenants that, for so long as any Registrable Securities remain
outstanding, it will use its reasonable best efforts to take such further action
as any Holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities
Act, as such rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing
in this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

     8.   Underwritten Registrations.
          --------------------------

          If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of the majority in Amount of Registrable Securities to be
included in such offering and will be reasonably acceptable to the Company;
provided, however, that notwithstanding anything contained in this Agreement to
--------  -------
the contrary, no underwritten offering shall be effected pursuant to this
Agreement without the consent of the Company.

          No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

     9.   Miscellaneous.
          -------------

          (a) No Inconsistent Agreements. The Company has not, as of the date
              --------------------------
hereof, and the Company shall not, after the date of this Agreement, enter into
any agreement with

                                       20

<PAGE>

respect to any of its securities that is inconsistent with the rights granted to
the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The Company will not enter into any agreement with
respect to any of its securities that will grant to any Person piggyback
registration rights with respect to a Registration Statement (as defined
herein).

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

          (c) Amendments and Waivers. The provisions of this Agreement may not
              ----------------------
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than the majority in Amount
of Registrable Securities; provided, however, that Section 6 and this Section
                           --------  -------
9(c) may not be amended, modified or supplemented without the prior written
consent of the Company and each Holder (including, in the case of an amendment,
modification or supplement of Section 6, any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in Amount of the Registrable Securities
being sold by such Holders pursuant to such Registration Statement.

          (d) Notices. All notices and other communications (including, without
              -------
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

     (1) if to a Holder of the Registrable Securities, at the most current
     address of such Holder set forth on the records of the registrar under the
     Indenture, in the case of Holders of Convertible Notes, and the stock
     ledger of the Company, in the case of Holders of common stock of the
     Company.

     (2) if to the Initial Purchasers:

         J.P. MORGAN SECURITIES INC.
         ROBERTSON STEPHENS, INC.
         c/o J.P. Morgan Securities Inc.
         60 Wall Street

                                       21

<PAGE>

         New York, New York 10260
         Attention:  Syndicate Department

     with copies to:

         Skadden, Arps, Slate, Meagher & Flom LLP
         Four Times Square
         New York, New York 10036
         Facsimile No.:  (212) 735-2000
         Attention:  Phyllis G. Korff, Esq.

         (2) if to the Company, at the addresses as follows:

         DDi Corp.
         1220 Simon Circle
         Anaheim, California 92806
         Facsimile No.:  (714) 688-7500
         Attention:  General Counsel

     with copies to:

         Paul, Hastings, Janofsky and Walker
         695 Town Center Drive, 17th Floor
         Costa Mesa, California 92626
         Facsimile No.:  (714) 979-1921
         Attention:  John F. Della Grotta, Esq.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

          (e) Successors and Assigns. This Agreement shall inure to the benefit
              ----------------------
of and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided, however, that this Agreement shall not inure to
                       --------  -------
the benefit of or be binding upon a successor or assign of a Holder unless and
except to the extent such successor or assign holds Registrable Securities.

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

                                       22

<PAGE>

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

          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
              -------------
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
SITTING IN MANHATTAN, NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          (i) Severability. If any term, provision, covenant or restriction of
              ------------
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (j) Securities Held by the Company or Its Affiliates. Whenever the
              ------------------------------------------------
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

          (k) Third-Party Beneficiaries. Holders of Registrable Securities are
              -------------------------
intended third-party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.

          (l) Entire Agreement. This Agreement, together with the Purchase
              ----------------
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on
the one hand, and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                                       23

<PAGE>

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

                                    DDI CORP.


                                    By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                    J.P. MORGAN SECURITIES INC.


                                    By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                    ROBERTSON STEPHENS, INC.


                                    By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       24