<PAGE>   1
                                                                     EXHIBIT 4.8





                         REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 30, 1998

                                  by and among

                               PACKAGED ICE, INC.

                                      and

                           the INVESTORS named herein
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
Section                                                                     Page
<S>         <C>                                                              <C>
Section 1.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

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

Section 3.    Registration Procedures   . . . . . . . . . . . . . . . . . .   10

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

Section 5.    Miscellaneous   . . . . . . . . . . . . . . . . . . . . . . .   19
              (a)    No Inconsistent Agreements   . . . . . . . . . . . . .   19
              (b)    Adjustments Affecting Registerable Securities  . . . .   19
              (c)    Amendments and Waivers   . . . . . . . . . . . . . . .   19
              (d)    Notices  . . . . . . . . . . . . . . . . . . . . . . .   19
              (e)    Successors and Assigns   . . . . . . . . . . . . . . .   20
              (f)    Counterparts   . . . . . . . . . . . . . . . . . . . .   20
              (g)    Headings   . . . . . . . . . . . . . . . . . . . . . .   20
              (h)    GOVERNING LAW  . . . . . . . . . . . . . . . . . . . .   20
              (i)    Severability   . . . . . . . . . . . . . . . . . . . .   21
              (j)    Third Party Beneficiary  . . . . . . . . . . . . . . .   21
              (k)    Entire Agreement   . . . . . . . . . . . . . . . . . .   21
              (l)    Securities Held by the Company or Its Affiliates   . .   21
</TABLE>





                                       i
<PAGE>   3
                         REGISTRATION RIGHTS AGREEMENT


       THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of April 30, 1998, by and among PACKAGED ICE, INC., a Texas
corporation (the "COMPANY"), and the investors named on Schedule I hereto (the
"INVESTORS").

       This Agreement is entered into in connection with Securities Purchase
Agreements between the Company and the Investors, dated April 30, 1998 (the
"SECURITIES PURCHASE AGREEMENT"), pursuant  to which the Company issued and
sold to the Investors, among other things, Warrants to purchase an aggregate of
975,752 (subject to adjustment) shares of Common Stock (collectively,
"WARRANTS").

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

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

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

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

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

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

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

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

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

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

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

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





                                       1
<PAGE>   4
              "INDEMNIFYING PARTY" has the meaning ascribed to such term in
       Section 4(c) hereof.

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

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

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

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

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

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

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

              "REGISTERABLE SECURITIES" means any of (i) the Warrant Shares
       (whether or not the related Warrants have been exercised) and (ii) any
       other securities issued or issuable with respect to any Warrant Shares
       by way of stock dividend or stock split or in connection with a
       combination of shares, recapitalization, merger, consolidation or other
       reorganization, or pursuant to the issuance of Additional Shares of
       Common Stock (as defined in the Warrants) or otherwise.  As to any
       particular Registerable Securities, such securities shall cease to be
       Registerable Securities when (i) a Registration Statement with respect
       to the offering of such securities by the Holder thereof shall have been
       declared effective under the Securities Act and such securities shall
       have been disposed of by such Holder pursuant to such Registration
       Statement, (ii) such securities are eligible for sale to the public
       pursuant to Rule 144(k) (or any similar provision then in force, but not
       Rule





                                       2
<PAGE>   5
       144A) promulgated under the Securities Act, (iii) such securities shall
       have been otherwise transferred by such Holder and new certificates for
       such securities not bearing a legend restricting further transfer shall
       have been delivered by the Company or its transfer agent and subsequent
       disposition of such securities shall not require registration or
       qualification under the Securities Act or any similar state law then in
       force, or (iv) such securities shall have ceased to be outstanding.

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

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

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

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

              "SEC" shall mean the Securities and Exchange Commission.

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

              "SELLING HOLDER" shall mean a Holder who is selling Registerable
       Securities in





                                       3
<PAGE>   6
       accordance with the provisions of Section 2.1 or 2.2 hereof.

              "WARRANTS" has the meaning ascribed to such term in the preamble
       of this Agreement.

              "WARRANT SHARES" shall mean the shares of Common Stock
       deliverable upon exercise of the Warrants.

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

       Section 2.    Registration Rights.

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

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

              (b)    Effective Registration.  A Registration Statement will not
be deemed to have been effected as a Demand Registration unless it has been
declared effective by the SEC and the Company has complied in a timely manner
and in all material respects with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration
Statement has become effective, the offering of Registerable Securities
pursuant to





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<PAGE>   7
such Registration Statement is or becomes the subject of any stop order,
injunction or other order or requirement of the SEC or any other governmental
or administrative agency or court that prevents, restrains or otherwise limits
the sale of Registerable Securities pursuant to such Registration Statement for
any reason not attributable to any Holder participating in such registration
and such Registration Statement has not become effective within a reasonable
time period thereafter (not to exceed 60 days), such Registration Statement
will be deemed not to have been effected.  If (i) a registration requested
pursuant to this Section 2.1 is deemed not to have been effected or (ii) a
Demand Registration does not remain effective under the Securities Act until at
least the earlier of (A) an aggregate of 90 days after the effective date
thereof or (B) the consummation of the distribution by the Holders of 80% of
the Registerable Securities covered thereby, then the Company shall continue to
be obligated to effect a Demand Registration pursuant to this Section 2.1
provided, that a Demand Registration shall not be counted as such unless the
Selling Holders have sold 80% of the Included Securities.  For purposes of
calculating the 90-day period referred to in the preceding sentence, any period
of time during which such Registration Statement was not in effect shall be
excluded.  The Holders of Registerable Securities shall be permitted to
withdraw all or any part of the Registerable Securities from a Demand
Registration at any time prior to the effective date of such Demand
Registration.

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

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

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

              No Holder of Registerable Securities may participate in any
underwritten





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<PAGE>   8
registration pursuant to a Registration Statement filed under this Agreement
unless such Holder (a) agrees to (i) sell such Holder's Registerable Securities
on the basis provided in and in compliance with any underwriting arrangements
approved by the Holders of not less than a majority of the Registerable
Securities to be sold thereunder and (ii) comply with Rules 10b-6 and 10b-7
under the Exchange Act and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.

              (e)    Expenses.  The Company will pay all Registration Expenses
in connection with the registrations requested pursuant to Section 2.1(a)
hereof.  Each Holder of Registerable Securities shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Registerable Securities pursuant to a Registration
Statement requested pursuant to this Section 2.1.

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

       2.2    (a)    Piggy-Back Registration.  If at any time after the Company
has completed a Public Equity Offering, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering by
the Company for its own account or for the account of any of its
securityholders of any class of its Common Stock in a firmly underwritten
Public Equity Offering (other than (i) a Registration Statement on Form S-4 or
S-8 (or any substitute form that may be adopted by the SEC) or (ii) a
Registration Statement filed in connection with an exchange offer or offering
of securities solely to the Company's existing securityholders), then the
Company shall give written notice of such proposed filing to the Holders of
Registerable Securities as soon as practicable (but in no event fewer than 20
days before the anticipated filing date), and such notice shall offer such
Holders the opportunity to register such number of shares of Registerable
Securities as each such Holder may request in writing within 30 days after
receipt of such written notice from the Company (which request shall





                                       6
<PAGE>   9
specify the Registerable Securities intended to be disposed of by such Selling
Holder) (a "Piggy-Back Registration").  The Company shall use its best efforts
to keep such Piggy-Back Registration continuously effective under the
Securities Act until at least the earlier of (A) the 90th day after the
effective date thereof or (B) the consummation of the distribution by the
Holders of all of the Registerable Securities covered thereby.  The Company
shall use its best efforts to cause the managing underwriter or underwriters,
if any, of such proposed offering to permit the Registerable Securities
requested to be included in a Piggy-Back Registration to be included on the
same terms and conditions as any similar securities of the Company or any other
securityholder included therein and to permit the sale or other disposition of
such Registerable Securities in accordance with the intended method of
distribution thereof.  Any Selling Holder shall have the right to withdraw its
request for inclusion of its Registerable Securities in any Registration
Statement pursuant to this Section 2.2 by giving written notice to the Company
of its request to withdraw.  The Company may withdraw a Piggy-Back Registration
at any time prior to the time it becomes effective or the Company may elect to
delay the registration; provided, however, that the Company shall give prompt
written notice thereof to participating Selling Holders.  The Company will pay
all Registration Expenses in connection with each registration of Registerable
Securities requested pursuant to this Section 2.2, and each Holder of
Registerable Securities shall pay all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such
Holder's Registerable Securities pursuant to a Registration Statement effected
pursuant to this Section 2.2.

              No registration effected under this Section 2.2, and no failure
to effect a registration under this Section 2.2, shall relieve the Company of
its obligation to effect a registration upon the request of Holders of
Registerable Securities pursuant to Section 2.1 hereof, and no failure to
effect a registration under this Section 2.2 and to complete the sale of
securities registered thereunder in connection therewith shall relieve the
Company of any other obligation under this Agreement.

              (b)    Priority in Piggyback Registration.  In a registration
pursuant to Section 2.2 hereof involving an underwritten offering, if the
managing underwriter or underwriters of such underwritten offering have
informed, in writing, the Company and the Selling Holders requesting inclusion
in such offering that in such underwriter's or underwriters' opinion the total
number of securities which the Company, the Selling Holders and any other
Persons desiring to participate in such registration intend to include in such
offering is such as to adversely affect the success of such offering, including
the price at which such securities can be sold, then the Company will be
required to include in such registration only the amount of securities which it
is so advised should be included in such registration.  In such event:  (x) in
cases initially involving the registration for sale of securities for the
Company's own account, securities shall be registered in such offering in the
following order of priority:  (i) first, the securities which the Company
proposes to register and (ii)  second, the securities which have been requested
to be included in such registration by Persons entitled to exercise "piggy-
back" registration rights pursuant to contractual commitments of the Company
(pro rata based on the amount of securities sought to be registered by such
Persons); and (y) in cases not initially involving the registration for sale of
securities for the Company's own account, securities shall be registered in
such offering in the following order of priority:  (i) first, the securities of
any Person whose exercise of a "demand" registration right





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<PAGE>   10
pursuant to a contractual commitment of the Company is the basis for the
registration (provided that if such Person is a Holder of Registerable
Securities, as among Holders of Registerable Securities there shall be no
priority and Registerable Securities sought to be included by Holders of
Registerable Securities shall be included pro rata based on the amount of
securities sought to be registered by such Persons), (ii) second, securities of
other persons entitled to exercise "piggy-back" registration rights pursuant to
contractual commitments (pro rata based on the amount of securities sought to
be registered by such Persons) and (iii) third, the securities which the
Company proposes to register.

              If, as a result of the provisions of this Section 2.2(b), any
Selling Holder shall not be entitled to include all Registerable Securities in
a Piggy-Back Registration that such Selling Holder has requested to be
included, such Selling Holder may elect to withdraw his request to include
Registerable Securities in such registration (a "Withdrawal Election");
provided, however, that a Withdrawal Election shall be irrevocable and, after
making a Withdrawal Election, a Selling Holder shall no longer have any right
to include Registerable Securities in the registration as to which such
Withdrawal Election was made.

       2.3    Limitations, Conditions and Qualifications to Obligations Under
Registration Covenants.  The obligations of the Company set forth in Sections
2.1 and 2.2 hereof are subject to each of the following limitations, conditions
and qualifications:

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





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<PAGE>   11
period equal to the number of days of the suspension.  Any Demand Registration
as to which the withdrawal election referred to in the preceding sentence has
been effected shall not be counted for purposes of the two Demand Registrations
the Company is required to effect pursuant to Section 2.1 hereof.

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

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

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

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

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

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





                                       9
<PAGE>   12
              (a)    Prepare and file with the SEC as soon as practicable each
such Registration Statement (but in any event on or prior to the date of filing
thereof required under this Agreement) and cause each such Registration
Statement to become effective and remain effective as provided herein;
provided, however, that before filing any such Registration Statement or any
Prospectus or any amendments or supplements thereto (including documents that
would be incorporated or deemed to be incorporated therein by reference,
including such documents filed under the Exchange Act that would be
incorporated therein by reference), the Company shall afford promptly to the
Holders of the Registerable Securities covered by such Registration Statement,
their counsel and the managing underwriter or underwriters, if any, an
opportunity to review copies of all such documents proposed to be filed a
reasonable time prior to the proposed filing thereof.  The Company shall not
file any Registration Statement or Prospectus or any amendments or supplements
thereto if the Holders of a majority of the Registerable Securities covered by
such Registration Statement, their counsel, or the managing underwriter or
underwriters, if any, shall reasonably object in writing, unless failure to
file any such amendment or supplement would involve a violation of the
Securities Act or other applicable law.

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

              (c)    Notify the Holders of Registerable Securities, their
counsel and the managing underwriter or underwriters, if any, promptly (but in
any event within two (2) Business Days), and confirm such notice in writing,
(i) when a Prospectus or any prospectus supplement or post-effective amendment
has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective (including in such
notice a written statement that any Holder may, upon request, obtain, without
charge, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or of any order preventing or suspending the use of any
Prospectus or the initiation or threatening of any proceedings for that
purpose, (iii) if at any time when a prospectus is required by the Securities
Act to be delivered in connection with sales of the Registerable Securities the
representations and warranties of the Company contained in any agreement
(including any underwriting agreement) contemplated by Section 3(m) below cease
to be true and correct in any material respect, (iv) of the receipt by the
Company of any notification with respect to (A) the suspension of the
qualification or exemption from qualification of the Registration Statement or
any of the Registerable Securities covered thereby for offer or sale in any
jurisdiction or (B) the initiation of any proceeding for such purpose, (v) of
the happening of any event, the existence of any condition or information
becoming known that requires the





                                       10
<PAGE>   13
making of any change in any Registration Statement or Prospectus so that, in
the case of such Registration Statement, it will conform in all material
respects with the requirements of the Securities Act and it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of any Prospectus, it will conform in all
material respects with the requirements of the Securities Act and it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(vi) of the Company's reasonable determination that a post-effective amendment
to such Registration Statement would be appropriate.

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

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

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

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

              (h)    Prior to any offering of Registerable Securities, to
register or qualify, and cooperate with the Holders of such Registerable
Securities, the managing underwriter or





                                       11
<PAGE>   14
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, such Registerable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
the managing underwriter or underwriters reasonably request in writing, or, in
the event of a non-underwritten offering, as the Holders of a majority of such
Registerable Securities may request; provided, however, that where Registerable
Securities are offered other than through an underwritten offering, the Company
agrees to cause its counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
3(h); and keep each such registration or qualification (or exemption therefrom)
effective during the period the Registration Statement relating to such
Registerable Securities is required to be kept effective pursuant to this
Agreement and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the securities covered thereby;
provided, however, that the Company will not be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject, or (C) become subject to
taxation in any jurisdiction where it is not then so subject.

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

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

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

              (l)    Prior to the effective date of a Registration Statement,
(i) provide the





                                       12
<PAGE>   15
registrar for the Registerable Securities with certificates for such securities
in a form eligible for deposit with DTC and (ii) provide a CUSIP number for
such securities.

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

              (n)    Make available for inspection by a representative of the
Holders of Registerable Securities being sold, any underwriter participating in
any such disposition of Registerable Securities, if any, and any attorney or
accountant retained by such representative of the Holders or underwriter
(collectively, the "INSPECTORS"), at the offices where normally kept, during
reasonable business hours, all financial and other records and pertinent
corporate documents of the Company and the subsidiaries of the Company, and
cause the officers, directors and employees of the Company and the subsidiaries
of the Company to supply all information in each case reasonably requested by
any such Inspector in connection with such Registration Statement; provided,
however, that all information shall be kept confidential by such Inspector,
except to the extent that (i) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in the Registration Statement,
(ii) the release of such information is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction, (iii) disclosure of such
information is, in the opinion of counsel for any Inspector, necessary or





                                       13
<PAGE>   16
advisable in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to or involving this Agreement or any of the
transactions contemplated hereby or arising hereunder, or (iv) such information
has been made generally available to the public.  Each Selling Holder of such
Registerable Securities agrees that information obtained by it as a result of
such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company or of
any of its affiliates unless and until such is generally available to the
public.  Each Selling Holder of such Registerable Securities further agrees
that it will, upon learning that disclosure of such information is sought in a
court of competent jurisdiction, give prompt notice to the Company and allow
the Company to undertake appropriate action to prevent disclosure of the
information deemed confidential at the Company's sole expense.

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

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

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

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

              Each Holder of Registerable Securities agrees by acquisition of
such Registerable Securities that, upon receipt of any notice from the Company
of the happening of any event of the





                                       14
<PAGE>   17
kind described in Section 3(c)(ii), 3(c)(iv), 3(c)(v), or 3(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registerable Securities
covered by the Registration Statement or Prospectus until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by Section
3(k) hereof), or until it is advised in writing (the "ADVICE") by the Company
that the use of the applicable Prospectus may be resumed, and has received
copies of any amendments or supplements thereto, and, if so directed by the
Company, such Holder will deliver to the Company all copies, other than
permanent file copies, then in such Holder's possession, of the Prospectus
covering such Registerable Securities current at the time of receipt of such
notice.  In the event the Company shall give any such notice, the period of
time for which a Registration Statement is required hereunder to be effective
shall be extended by the number of days during such periods from and including
the date of the giving of such notice to and including the date when each
seller of Registerable Securities covered by such Registration Statement shall
have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 3(k) hereof or (y) the Advice.

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





                                       15
<PAGE>   18
of noncompliance by the Company with Section 5 of this Agreement.

              (b)    Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
any Registration Statement, and each Person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to such Holder, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or any Prospectus (or any amendment or supplement
thereto) or any preliminary prospectus.  The liability of any Holder under this
paragraph shall in no event exceed the proceeds received by such Holder from
sales of Registerable Securities giving rise to such obligations.

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





                                       16
<PAGE>   19
settlement of any proceeding effected without its prior written consent, but if
settled with such consent or if there is a final non-appealable judgment for
the plaintiff for which the Indemnified Party is entitled to indemnification
pursuant to this Agreement, the Indemnifying Party agrees to indemnify any
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.  Notwithstanding the foregoing sentence, if at any time
an Indemnified Party shall have requested an Indemnifying Party to reimburse
the Indemnified Party for reasonable fees and expenses actually incurred by
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Party agrees that it shall be liable for any settlement of any
proceeding effected without its prior written consent if (i) such settlement is
entered into more than 30 days after receipt by such Indemnifying Party of the
aforesaid request and (ii) such Indemnifying Party shall not have reimbursed
the Indemnified Party in accordance with such request prior to the date of such
settlement; provided, however, that the Indemnifying Party shall not be liable
for any settlement effected without its consent pursuant to this sentence if
the Indemnifying Party is contesting, in good faith, the request for
reimbursement.  No Indemnifying Party shall, without the prior written consent
of the Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement (1) includes an unconditional release of such
Indemnified Party in form and substance satisfactory to such Indemnified Party
from all liability on claims that are the subject matter of such proceeding and
(2) does not include any statement as to an admission of fault, culpability or
failure to act by or on behalf of any Indemnified Party.

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

              (e)    The parties agree that it would not be just and equitable
if contribution pursuant to this Section 4 were determined by pro rata
allocation or by any other method of





                                       17
<PAGE>   20
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  The amount paid or payable by an
Indemnified Party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expenses actually incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 4, in no event shall a Holder be required to
contribute any amount in excess of the amount by which proceeds received by
such Holder from sales of Registerable Securities exceeds the amount of any
damages that such Holder has otherwise been required to pay or has paid by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

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

       Section 5.    Miscellaneous.

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

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

              (c)    Amendments and Waivers.  The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given unless the Company has
obtained the prior written consent of Holders of not less than a majority of
the outstanding Registerable Securities; provided, however, that Section 4
hereof and this Section 5(c) may not be amended, modified or supplemented
without the prior written consent of each Holder (including any Person who was
a Holder of Registerable 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 Registerable 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 Registerable
Securities may be given by the Holders of not less than a majority of the
Registerable Securities proposed to be sold by such Holders pursuant to such
Registration Statement.  In addition, each such amendment,





                                       18
<PAGE>   21
modification, supplement and waiver must be agreed to in writing by the
Company.

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

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

       With a copy to:           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                 Attention:  Alan Schoenbaum              
                                 1500 NationsBank Plaza                   
                                 300 Convent                              
                                 San Antonio, Texas 78205                 
                                 Facsimile: (210) 224-2035                
                                                                          
       If to the Investors:      Ares Leveraged Investment Fund, L.P.
                                 Attention:  David Sachs             
                                 1999 Avenue of the Stars            
                                 Suite 1900                          
                                 Los Angeles, CA  90067              
                                 Facsimile: (310) 201-4170           
                                                                     
                                 S.V. Capital Partners, L.P.         
                                 Attention:  Rod Sands               
                                 5121 Broadway                       
                                 San Antonio, TX  78209              
                                 Facsimile: (210) 930-2482           

       With a copy to:           Morgan, Lewis & Bockius LLP        
                                 Attention:  Peter P. Wallace, Esq. 
                                 300 S. Grand Ave.                  
                                 22nd Floor                         
                                 Los Angeles, CA  90071             
                                 Facsimile: (213) 612-2554          
                                                                    

              (e)    Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders;





                                       19
<PAGE>   22
provided, however, that this Agreement shall not inure to the benefit of or be
binding upon a successor or assign of a Holder unless such successor or assign
holds Registerable Securities.

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

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

              (h)    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA 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)    Third Party Beneficiary.  The Holders are intended third
party beneficiaries of this Agreement and this Agreement may be enforced by
such Persons.

              (k)    Entire Agreement. This Agreement is intended by the
parties as a final expression of, and is intended to be a complete and
exclusive statement of, the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

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





                                       20
<PAGE>   23

                            (SIGNATURE PAGE FOLLOWS)





                                       21

<PAGE>   24
                         REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE



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

                                       THE COMPANY:                       
                                                                          
                                       PACKAGED ICE, INC.                 
                                                                          
                                                                          
                                       By:                                
                                          --------------------------------    
                                       Name:                              
                                       Title:                             
                                                                          
                                                                          
                                                                          
                                                                          
                                       THE INVESTORS:                     
                                                                          
                                       ARES LEVERAGED INVESTMENT FUND, L.P
                                                                          
                                       By:  ARES MANAGEMENT, L.P.         
                                            its General Partner           
                                                                          
                                                                          
                                                                          
                                       By:                                
                                          --------------------------------
                                       Name:                              
                                       Title:                             
                                                                          
                                                                          
                                       S.V. CAPITAL PARTNERS, L.P.        
                                                                          
                                       By:  S.V. Capital Management, Inc. 
                                            its General Partner           
                                                                          
                                                                          
                                                                          
                                       By:                                
                                          --------------------------------
                                       Name:                              
                                       Title: