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                                                                 EXHIBIT 4.24



                       TRANSAMERICAN REFINING CORPORATION

               SECURITYHOLDERS' AND REGISTRATION RIGHTS AGREEMENT

                                                               December 30, 1997


JEFFERIES & COMPANY, INC.
11100 Santa Monica Blvd.
10th Floor
Los Angeles, California 90025

Ladies and Gentlemen:

              TransAmerican Refining Corporation (the "Company"), a Texas
corporation, proposes to issue and sell to Jefferies & Company, Inc. (the
"Purchaser"), upon the terms set forth in a purchase agreement, dated as of
December 22, 1997 (the "Purchase Agreement"), between the Purchaser and the
Company, 175,000 Units (as defined below), consisting of (i) $175,000,000
aggregate principal amount of  16% Senior Subordinated Notes due 2003, Series A
(the "Series A Notes") and (ii)  175,000 warrants (the "Warrants") to purchase
initially 2,335,245  number of shares (the "Warrant Shares") of the Issuer's
common stock, $0.01 par value per share (together with any securities issued in
exchange therefor or in substitution thereof, the "Common Stock"), at an
exercise price of $0.01 per share.  The Series A Notes will be issued pursuant
to an indenture (the "Indenture"), to be dated as of December 30, 1997, between
the Issuer and First Union National Bank, as trustee (the "Trustee").  The
Warrants are to be issued pursuant to a warrant agreement (the "Warrant
Agreement"), to be dated as of December 30, 1997, between the Issuer and the
warrant agent named therein (the "Warrant Agent").  The Series A Notes and the
Warrants will be sold in Units, each Unit consisting of (i) one Series A Note
in the principal amount of $1000 and (ii) one Warrant to purchase initially
13.344257 Warrant Shares at an exercise price of $0.01 per share (the "Units").
Unless the context requires otherwise, references herein to "Securities" shall
be deemed to include the Units, the Series A Notes (as defined below),
Warrants, and Warrant Shares upon initial issuance to the Purchaser as well as
following separation.

              As an inducement to the Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchaser thereunder, the Company agrees with the Purchaser, (i) for the
benefit of the Purchaser and (ii) for the benefit of the holders from time to
time of the Warrants and the Warrant Shares, as follows:
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       1.     Definitions.  Capitalized terms used but not defined herein shall
have the respective meaning given to such terms in the Purchase Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

              "Affiliate" of any specified person, means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such specified person.  For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

              "Business Day" means any day other than (i) Saturday or Sunday or
(ii) a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to be closed.

              "Capital Stock" means, with respect to any Person, any capital
stock of such Person and shares, interests, participations, or other ownership
interests (however designated) of such Person and any rights (other than debt
securities convertible into corporate stock), warrants or options to purchase
any of the foregoing, including without limitation, each class of common stock
and preferred stock of such Person, if such Person is a corporation, and each
general or limited partnership interest or other equity interest of such
Person, if such Person is a partnership.

              "Disqualified Capital Stock" means, with respect to any Person,
any Capital Stock of such person or its subsidiaries that, by its terms or by
the terms of any security into which it is convertible or exchangeable, is, or
upon the happening of an event or the passage of time would be, required to be
redeemed or repurchased by such Person or its subsidiaries, including at the
option of the holder, in whole or in part, or has, or upon the happening of an
event or passage of time would have, a redemption or similar payment due, on or
prior to November 15, 2004.

              "DTC"  means The Depository Trust Company.

              "Exchange Act"  means the Securities Exchange Act of 1934, as
amended.

              "Holders" means the Persons with a beneficial interest in the
Warrant Shares, the Old TARC Warrant Shares or other Registrable Securities.

              "Initiating Holders" means one or more Holders of the Requisite
Securities.

              "Officer's Certificate" means a certificate signed by any one of
the Chairman, any Vice Chairman, any Chief Executive Officer, any Senior Vice
President or the Chief Financial Officer.




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              "Old Warrants" means the common stock purchase warrants of the
Company issued pursuant to the warrant agreement, dated as of February 23,
1995, between the Company and First Union National Bank, as successor warrant
agent, as amended on the date hereof.

              "Old Warrant Shares" means the shares of Common Stock of the
Company underlying the Old Warrants.

              "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

              "Person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

              "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities.

              "Public Equity Offering" means an underwritten public offering by
a nationally recognized member of the National Association of Securities
Dealers of Qualified Capital Stock of any Person pursuant to an effective
registration statement filed with the SEC pursuant to the Securities Act.

              "Purchaser Warrant Shares" means the shares of Common Stock of
the Company underlying the common stock purchase warrants of the Company issued
to the Purchaser pursuant to the Solicitation Agent Agreement (as defined in
the Purchase Agreement).

              "Registrable Securities" means any of (i) the Warrant Shares
(whether or not the related Warrants have been exercised) or Purchaser Warrant
Shares (whether or not the related warrants have been issued) and (ii) any other
securities issued or issuable with respect to any Warrant Shares or Purchaser
Warrant Shares by way of stock dividends or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.  As to any particular Registrable Securities, such
securities shall cease to be Registrable 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 144A)
promulgated under the Securities Act, (iii) such securities shall have been
otherwise transferred by such Holder thereof 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





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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 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 Registrable 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, reasonable 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 Registrable
Securities by Selling Holders), reasonable fees and expenses of one counsel for
the Holders and other reasonable out-of-pocket expenses of 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 Registrable 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 Registrable
Securities equal to not less than 25% of the Registrable Securities held in the
aggregate by all Holders.

              "Rule 144"  means Rule 144 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              "Rule 144A"  means Rule 144A promulgated by the SEC pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the SEC as a replacement
thereto having substantially the same effect as such Rule.

              "Rule 158"  means Rule 158 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              "Rule 174"  means Rule 174 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.





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              "Rule 415"  means Rule 415 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              "Rule 424"  means Rule 424 promulgated by the SEC pursuant to the
Securities Act, as such Rule may be amended form time to time, or any similar
rule or regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

              "SEC"  means the Securities and Exchange Commission.

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

              "Selling Holder" shall mean a Holder who is selling Registrable
Securities in accordance with the provisions of this Agreement.

              "Special Counsel" means any special counsel to the Holders, for
which Holders will be reimbursed pursuant to this Agreement.

         2.   Demand Registration.

              (a)  From time to time after 180 days following the completion by
the Company of a Public Equity Offering, one or more Initiating Holders may
request in writing that the Company effect the registration under the
Securities Act of all or part of such Initiating Holders' Registrable
Securities and shall specify the intended method of disposition thereof (the
"Demand Request").  The Company will give written notice of the Demand Request
to all registered holders of Registrable Securi- ties within fifteen (15) days
of receipt thereof.  Within 120 days of receipt of the Demand Request the
Company will, subject to the terms of this Agreement, file a Registration
Statement and use its best efforts to effect the registration under the
Securities Act of:

                   (i)    the Registrable Securities which the Company has
       been so requested to register by such Initiating Holders for disposition
       in accordance with the intended method of disposition stated in such
       request;

                   (ii)   all other Registrable Securities the holders of
       which shall have made a written request to the Company for registration
       thereof within 20 days after the giving of such written notice by the
       Company (which request shall specify the intended method of disposition
       of such Registrable Securities); and

                   (iii)  all shares of securities which the Company may
       elect to register in connection with the offering of Registrable
       Securities pursuant to this Section 2,





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all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities and the
additional securities so to be registered.

              (b)    Registrations under this Section (each, a "Demand
Registration") shall be on such appropriate registration form of the SEC (i) as
shall be selected by the Company and (ii) as shall permit the disposition of
such Registrable Securities in accordance with the intended method or methods
of disposition specified in their request for such registration.

              (c)    The Company will pay all Registration Expenses in
connection with any registration requested pursuant to this Section 2.  The
Selling Holders shall pay the underwriting discounts, commissions, and transfer
taxes, if any, in connection with each Registration Statement requested under
this Section 2, which costs shall be allocated pro rata among all Selling
Holders on whose behalf Registrable Securities of the Company are included in
such registration, on the basis of the respective amounts of the Registrable
Securities then being registered on their behalf.

              (d)    The Holders shall be entitled to request two (2)
registrations pursuant to this Section 2.  A Registration Statement requested
pursuant to this Section 2 shall not be deemed to have been effected (i) unless
a Registration Statement with respect thereto has been declared effective by
the SEC and (ii) the Company has complied in a timely manner and in all
material respects with all of its obligations under this Agreement; provided,
(i) if, after such Registration Statement has become effective, the offering of
Warrant Shares pursuant to such Registration Statement is or becomes subject to
any stop order, injunction or other order or requirement of the SEC or other
governmental or administrative agency or court that prevents, restrains or
otherwise limits the sale of Warrant Shares under such Registration Statement
for any reason, other than by reason of some act or omission by any Holder
participating in such registration, and does not become effective within a
reasonable period of time thereafter, such period not to exceed 60 days from
the date of such stop order, injunction, or other governmental order or
requirement, (ii) the Registration Statement 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 Selling Holders of all of the Registrable Securities covered thereby or
(iii) if the Selling Holders are not able to sell at least 80% of the
Registrable Securities to be included therein, less any Registrable Securities
withdrawn or excluded from such Demand Registration in accordance with the
provisions hereof, then, in each case, such Registration Statement shall be
deemed not to have been effected.    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
shall be permitted to withdraw all or any part of the Registrable Securities
from a Demand Registration at any time prior to the effective date of such
Demand Registration.

              (e)    If a requested registration pursuant to this Section 2
involves an underwritten offering, and the managing underwriter shall advise
the Company in writing (with a copy to each Holder requesting registration)
that, in its opinion, the number of securities requested to be included in such
registration (including securities of the Company which are not





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Registrable Securities) 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 include in such registration, to the extent of the number which
the Company is so advised can be sold in such offering, (i) first, Registrable
Securities requested to be included in such registration by the Holders, pro
rata among such holders requesting such registration on the basis of the number
of such securities requested to be included by such Holders and (ii) second,
securities held by other Persons, including the Company.

       3.     Piggy-Back Registration.

              (a)    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 the holders 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 security
holders), then the Company shall give written notice of such proposed filing to
the Holders 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 Warrant Shares as each such Holder may
request in writing within 30 days after receipt of such written notice from the
Company (which request shall specify the Warrant Shares intended to be disposed
of by such Selling Holder) (a "Piggy-Back Registration").  Upon the written
request of any such Holder made within 30 days after the receipt of any such
notice (which request shall specify the number of Registrable Securities
intended to be disposed of by such Holder and the intended method of
disposition thereof), the Company will, subject to the terms of this Agreement,
effect the registration under the Securities Act of all Registrable Securities
which the Company has been so requested to register by the Holders thereof, to
the extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be
registered, by inclusion of such Registrable Securities in the registration
statement that covers the securities which the Company proposes to register,
provided that if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason either not to register or to delay registration of
such securities, the Company may, at its election, give written notice of such
determination to each Holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith), without
prejudice, however, to the rights of any holder or holders of Registrable
Securities entitled to do so to request that such registration be effected as a
registration under Section 2, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable
Securities, for the same period as the delay in registering such other
securities.  No registration effected under this Section 3 shall relieve the
Company of its obligation





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to effect any registration upon request under Section 2, nor shall any such
registration hereunder be deemed to have been effected pursuant to Section 2.

              (b)    The Company shall use its best efforts to keep such Piggy-
Back Registration continuously effective under the Securities Act until 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 all of the Warrant
Shares covered thereby.  The Company shall use its reasonable efforts to cause
the managing underwriter or underwriters of such proposed offering to permit
the Registrable Securities requested to be included in a Piggy-Back
Registration to be included in the same terms and conditions as any similar
securities of the Company or any other security holder included therein and to
permit the sale or other disposition of such Registrable 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
Registrable Securities in any Registration Statement pursuant to these
provisions by giving written notice to the Company of its request to withdraw.


              (c)    The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 3 and the Selling Holders shall pay the underwriting discounts,
commissions, and transfer taxes, if any, relating to the sale of such Selling
Holders' Registrable Securities pursuant to this Section 3, such costs being
allocated pro rata among all Selling Holders on whose behalf Registrable
Securities of the Company are included in such registration, on the basis of
the respective amounts of Registrable Securities then being registered on their
behalf.

              (d)    Priority in Piggy-Back Registrations.  If a registration
pursuant to this Section 3 involves an underwritten offering of the securities
so being registered, whether or not for sale for the account of the Company,
the Company will, if requested by any Holder and subject to the provisions of
this Section 3, use its reasonable efforts to arrange for such underwriters to
include all the Registrable Securities to be offered and sold by such Holder
among the securities to be distributed by such underwriters.  Notwithstanding
anything to the contrary, if the managing underwriter of such underwritten
offering shall, in writing, inform the Holders requesting such registration and
the holders of any of the Company's other securities which shall have exercised
registration rights in respect of such underwritten offering of its belief that
the number of securities requested to be included in such registration exceeds
the number which can be sold in (or during the time of) such offering, then, 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
that the Company proposes to register, and (ii) second, the securities that
have been requested to be included in such registration by Holders (pro rata on
the amount of securities sought to be registered by such Holders), and (iii)
third, the securities that have been requested to be included in such
registration by Persons (other than Holders) entitled to exercise "piggy-back"
registration rights pursuant to contractual commitments of the Company (pro
rata on the amount of securities sought to be registered by such Persons); and
(y) in cases not initially involving the registration for sale of





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securities for the Company's own account, securities shall be registered in
such offering as follows: (i) first, the securities of any person whose
exercise of a "demand" registration right pursuant to a contractual commitment
of the Company is the basis for the registration (provided that if such person
is a Holder, there shall be no priority as among Holders and Warrant Shares
sought to be included by Holders shall be included pro rata based on the amount
of securities sought to be registered by such persons), (ii) second, the
securities that have been requested to be included in such registration by
Holders (pro rata on the amount of securities sought to be registered by such
Holders), (iii) third, 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 (iv)
fourth, the securities which the Company proposes to register.

       4.     Registration Procedures.  In connection with any Demand
Registration or Piggy-back Registration, the Company shall:

              (a)    No fewer than five Business Days prior to the initial
filing of a Registration Statement or Prospectus and no fewer than two Business
Days prior to the filing of any amendment or supplement thereto (including any
document that would be incorporated or deemed to be incorporated therein by
reference), if requested, furnish to the Holders, their Special Counsel and the
managing underwriters, if any, copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be
incorporated by reference) will be subject to the review of such Holders, their
Special Counsel and such underwriters, if any, cause the officers and directors
of the Company, counsel to the Company and independent certified public
accountants to the Company to respond to such inquiries as shall be necessary,
in the opinion of respective counsel to such Holders and such underwriters, to
conduct a reasonable investigation within the meaning of the Securities Act,
and shall use reasonable efforts to reflect in each such document filed
pursuant to a Demand Registration, when so filed with the SEC, such reasonable
comments as the Holders, their Special Counsel and the managing underwriters,
if any, may propose in writing; provided, however, that the Company shall not
be deemed to have kept a Registration Statement effective during the applicable
period if it voluntarily takes or fails to take any action that results in
Selling Holders covered thereby not being able to sell such Registrable
Securities pursuant to Federal securities laws during that period; provided,
further, the Company shall not file any such Registration Statement or related
Prospectus or any amendments or supplements thereto in connection with a Demand
Registration to which the Holders of a majority of the Registrable Securities,
their Special Counsel, or the managing underwriters, if any, shall reasonably
object on a timely basis;

              (b)    Take such action as may be necessary so that (i) any
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto (and each report or other
document incorporated herein by reference in each case) complies in all
material respects with the Securities Act and the Exchange Act and the
respective rules and regulations thereunder, (ii) any Registration Statement
and any amendment thereto does not, when it becomes effective, contain an
untrue statement of a material





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<PAGE>   10
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Registration Statement, and any amendment or
supplement to such Prospectus, does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not
misleading.

              (c)    Prepare and file with the SEC such amendments, including
post-effective amendments, to each Registration Statement as may be necessary
to keep such Registration Statement continuously effective for the applicable
time period; cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act; and comply
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented;

              (d)    Notify the Selling Holders, their Special Counsel and the
managing underwriters, if any, promptly (and in the case of an event specified
by clause (i)(A) of this paragraph in no event fewer than two Business Days
prior to such filing), and (if requested by any such Person), confirm such
notice in writing, (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment is proposed to be filed, and, (B) with respect to a
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to a Registration
Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC, any state securities commission, any other governmental
agency or any court of any stop order, order or injunction suspending or
enjoining the use or the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (iv) if at any time any of the
representations and warranties of either the Company contained in any agreement
(including any underwriting agreement) contemplated hereby cease to be true and
correct in all material respects, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (vi) of the happening of any event that makes any statement made in
such 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 such Registration
Statement, Prospectus or documents so that, in the case of the 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 statements therein, not misleading, and that in the case of the 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 light of the circumstances under which they were made,
not misleading and (vii) of the Company's reasonable determination that a post-
effective amendment to such Registration Statement would be appropriate;





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              (e)    Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of any order enjoining or suspending the use or
effectiveness of a Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment;

              (f)    If requested by the managing underwriters, if any, or the
Holders of a majority in aggregate number of the Registrable Securities being
sold in connection with such offering, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information as the managing
underwriters, if any, and such Holders reasonably agree should be included
therein, (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; provided, however, that the Company shall not be
required to take any action pursuant to this Section 4(f) that would, in the
opinion of counsel for the Company, violate applicable law;

              (g)    Furnish to each Selling Holder, their Special Counsel and
each managing underwriter, if any, without charge, at least one conformed copy
of each Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested by
each Holder (including those previously furnished or incorporated by reference)
as soon as practicable after the filing of such documents with the SEC;

              (h)    Deliver to each Selling Holder, their Special Counsel, and
the underwriters, if any, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons reasonably request; and the Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the Selling Holders and the underwriters, if any, in connection with
the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto;

              (i)    Prior to any public offering of Registrable Securities,
use its reasonable efforts to register or qualify or cooperate with the Holders
of Registrable Securities to be sold or tendered for, the underwriters, if any,
and their respective counsel in connection with the registration or quali-
fication (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or blue sky laws
of such jurisdictions within the United States as any Holder or underwriter
reasonably requests in writing, or, in the event of a non-underwritten
offering, as the Holders of a majority of such Registrable Securities being
sold may request; provided, however, that where Registrable 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 4(i); 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





                                       11
<PAGE>   12
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by such Registration
Statement; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where they are not then so
qualified or to take any action that would subject them to general service of
process in any such jurisdiction where they are not then so subject or subject
the Company to any tax in any such jurisdiction where it is not then so
subject;

              (j)    In connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable
Securities, cooperate with the Holders and the managing underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with the DTC
and to enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, or Holders may
request at least two Business Days prior to any sale of Registrable Securities;

              (k)    Use its best efforts to cause the offering of the
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities within the
United States, except as may be required 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 such Registration Statement and the
granting of such approvals as may be necessary to enable the seller or sellers
thereof or the underwriters, if any, to consummate the disposition of such
Registrable Securities; provided, however, that the Company shall not be
required to register the Registrable Securities in any jurisdiction that would
subject them to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any tax in any such jurisdiction
where it is not then so subject or to require the Company to qualify to do
business in any jurisdiction where it is not then so qualified;

              (l)    Upon the occurrence of any event contemplated by Section
4(d)(vi) or 4(d)(vii), as promptly as practicable, prepare a supplement or
amendment, including, if appropriate, a post-effective amendment, to each
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, 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.  If the Company notifies the Holders of the occurrence of any
event contemplated by paragraph 4(d)(vi) or 4(d)(vii) above, the Holders shall
suspend the use of the Prospectus until the requisite changes to the Prospectus
have been made;

              (m)    Prior to the effective date of the first Registration
Statement relating to the Registrable Securities, as applicable, to (i) provide
the registrar for the Registrable Securities with certificates for such
securities in a form eligible for deposit with the DTC and (ii) provide a CUSIP
number for the Registrable Securities;





                                       12
<PAGE>   13
              (n)    Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings) and take all such other reasonable actions in connection therewith
(including those reasonably requested by the managing underwriters, if any, or
the Holders of a majority in aggregate number of the Registrable Securities
being sold) in order to expedite or facilitate the disposition of such
Registrable Securities, and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an
underwritten registration, (i) make such representations and warranties to the
Holders of such Registrable Securities and the underwriters, if any, with
respect to the business of the Company (including with respect to businesses or
assets acquired or to be acquired by it), 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) obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters, if
any, and Special Counsel to the Holders of the Registrable Securities being
sold), addressed to each Selling Holder and each of the underwriters, if any,
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such Special
Counsel and underwriters (iii) obtain customary "comfort" letters and updates
thereof (including, if such registration includes an underwritten public offer-
ing, a "bring down" comfort letter dated the date of the closing under the
underwriting agreement) from the independent certified public accountants of
the Company (and, if necessary, any other independent certified public
accountants of any business which may hereafter be acquired by the Company for
which financial statements and financial data are required to be included in
the Registration Statement), addressed (where reasonably possible) to each
Selling Holder and each of the underwriters, if any, such letters to be in
customary form and covering matters of the type customarily covered in
"comfort" letters in connection with underwritten offerings and such other
matters as reasonably required by the managing underwriter or underwriters and
as permitted by the Statement of Auditing Standards No. 72; (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable to the Selling Holders and the
underwriters, if any, than those set forth in Section 8 hereof (or such other
provisions and procedures acceptable to Holders of a majority in aggregate
number of Registrable Securities covered by such Registration Statement and the
managing underwriters); and (v) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in aggregate number of the
Registrable Securities being sold, their Special Counsel and the managing
underwriters, if any, to evidence the continued validity of the representations
and warranties made pursuant to clause 4(n)(i) above and to evidence compliance
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company;

              (o)    Make available for inspection by a representative of the
Selling Holders, any underwriter participating in any such disposition of
Registrable Securities, if any, and any attorney, consultant or accountant
retained by such Selling Holders or underwriter, at the offices where normally
kept, during reasonable business hours, all financial and other records,
pertinent





                                       13
<PAGE>   14
corporate documents and properties of the Company (including with respect to
business and assets acquired or to be acquired to the extent that such
information is available to the Company, and cause the officers, directors,
agents and employees of the Company (including with respect to business and
assets acquired or to be acquired to the extent that such information is avail-
able to the Company) to supply all information in each case reasonably
requested by any such representative, underwriter, attorney, consultant or
accountant in connection with such Registration, provided, however, the Company
may first require that such Persons agree to keep confidential any non-public
information relating to the Company received by such Person and not disclose
such information (other than to an Affiliate or prospective purchaser who
agrees to respect the confidentiality provisions of this Section 4(o)) until
such information has been made generally available to the public unless the
release of such information is required by law or necessary to respond to
inquiries of regulatory authorities (including the National Association of
Insurance Commissioners, or similar organizations or their successors);

              (p)    Use its best efforts to cause the Warrant Shares issuable
upon exercise of the Warrants to be quoted or listed on any exchange upon which
the Company's Common Stock is then quoted or listed;

              (q)    Comply with all applicable rules and regulations of the
SEC and make generally available to their security holders 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 reasonable efforts underwritten offering and (ii) if
not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter after the effective date of a Registration Statement,
which statement shall cover said period, consistent with the requirements of
Rule 158; and

              (r)    Use its best efforts to take all other steps necessary to
effect the registration, offering and sale of the Registrable Securities
covered by the Registration Statement.

              The Company may require each Selling Holder as to which any
registration is being effected to furnish to the Company such information
regarding the distribution of such Registrable Securities as is required by law
to be disclosed in the applicable Registration Statement and the Company may
exclude from such registration the Registrable Securities of any Selling Holder
who unreasonably fails to furnish such information within a reasonable time
after receiving such request.

              If any such Registration Statement refers to any Holder by name
or otherwise as the holder of any securities of the Company, then such Holder
shall have the right to require (i) the insertion therein of language, in form
and substance reasonably satisfactory to such Holder, to the effect that the
holding by such Holder of such securities is not to be construed as a





                                       14
<PAGE>   15
recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Company,
or (ii) in the event that such reference to such Holder by name or otherwise is
not required by the Securities Act or any similar Federal statute then in
force, the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

              Each Holder agrees by acquisition of such Registrable Securities
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(d)(ii), 4(d)(iii), 4(d)(v) or 4(d)(vi)
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 3(l) hereof, or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.  If the Company shall give any such notice, the
90-day period referred to in Section 2(d) shall be extended by the number of
days during such period from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities
covered by such Registration Statement shall have received (x) the copies of
the supplemented or amended Prospectus contemplated by Section 3(l) hereof or
(y) the Advice, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.

       5.     Certain Limitations, Conditions and Qualifications to the
Company's Obligations Under Sections 2 and 3.

              The obligations of the Company described in Sections 2 and 3 of
this Agreement 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 Holder to make sales
pursuant to, any Registration Statement otherwise required to be prepared,
filed and made and kept effective by it under the registration covenants
described in Sections 2 hereof; provided, however, that the duration of such
postponement or suspension may not exceed the earlier to occur of (A) 30 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 of the Company
referred to in the next sentence, and the duration of such postponement or
suspension shall be excluded from the calculation of the 90-day period
described in Section 2(d) 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





                                       15
<PAGE>   16
or other significant transaction involving the Company or any of its affiliates
(whether or not planned, proposed or authorized prior to the 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, or suspend the rights of any Holders
to make sales pursuant to, a Registration Statement 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
Selling Holders of not less than a majority of the Registrable 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 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 referred to in Section
2(d) hereof.

              (b)    The Company shall not be required by this Agreement to
include securities in a Registration Statement relating to a Piggy-back
Registration above if (i) in the written opinion of counsel to the Company,
addressed to the Holders seeking registration 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 under the Securities Act, which opinion may be based in part upon the
representation by the Holders of such securities seeking registration, which
registration 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 to furnish all information and materials and
not to take any and all actions as may be required under 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.

       6.     Indemnification

              (a)    The Company agrees to indemnify and hold harmless each of
(i) the Purchaser, (ii) each Holder (iii) each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
any of the foregoing (any of the persons referred to in this clause (i) being
hereinafter referred to as a "controlling person"), and (iv) the respective
officers, directors, partners, employees, representatives and agents of the
Purchaser, each Holder,





                                       16
<PAGE>   17
each broker-dealer participating in an offering subject to this Agreement or
any controlling person (any person referred to in clause (i), (ii), (iii) or
(iv) may hereinafter be referred to as an "Indemnified Person"), to the fullest
extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including, without limitation,
and as incurred, reimbursement of all reasonable costs of investigating,
preparing, pursuing or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
including the reasonable fees and expenses of counsel to any Indemnified
Person) directly or indirectly caused by, related to, based upon, arising out
of or in connection with, any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
Prospectus or in any amendment or supplement thereto or in any preliminary
Prospectus, 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 (in the case of any Prospectus or form of Prospectus or supplement
thereto, in light of the circumstances under which they were made) not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any Indemnified Person
furnished in writing to the Company by or on behalf of such Indemnified Person
expressly for use therein; provided that the foregoing indemnity with respect
to any preliminary Prospectus shall not inure to the benefit of any Indemnified
Person from whom the person asserting such losses, claims, damages, liabilities
and judgments purchased securities if such untrue statement or omission or
alleged untrue statement or omission made in such preliminary Prospectus is
eliminated or remedied in the Prospectus and a copy of the Prospectus shall not
have been furnished to such person in a timely manner due to the wrongful
action or wrongful inaction of such Indemnified Person.

              (b)    In case any action shall be brought against any
Indemnified Person, based upon any Registration Statement or any such
Prospectus or any amendment or supplement thereto and with respect to which
indemnity may be sought against the Company, such Indemnified Person shall
promptly notify the Company in writing and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Person and payment of all fees and expenses; provided, however,
that the failure to so notify the Company 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 the Company and the Company was not
otherwise aware of such action or claim).  Any Indemnified Person shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person, unless (i) the employment of such counsel
shall have been specifically authorized in writing by the Company, (ii) the
Company shall have failed to assume the defense and employ counsel or (iii) the
named parties to any such action (including any impleaded parties) include both
such Indemnified Person and the Company and such Indemnified Person shall have
been advised by counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the Company
(in which case the Company shall not have the right to assume the defense of
such action on behalf of such Indemnified Person, it being understood, however,
that the Company shall not, in





                                       17
<PAGE>   18
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all such Indemnified Persons, which firm shall be designated in writing by such
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred).  The Company shall not be liable for any settlement of any
such action effected without its written consent but if settled with the
written consent of the Company, the Company agrees to indemnify and hold
harmless any Indemnified Person from and against any loss or liability by
reason of such settlement.  The Company shall not, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject
matter of such proceeding.

              (c)    In connection with any Registration Statement in which a
Holder is participating, such Holder agrees, severally and not jointly, to
indemnify and hold harmless each of the Company, its directors, its officers
and any person controlling the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Indemnified Person but only with reference
to information relating to such Indemnified Person furnished in writing by or
on behalf of such Indemnified Person expressly for use in such Registration
Statement or any Prospectus (or any  amendment or supplement thereto) or any
preliminary Prospectus.  In case any action shall be brought against the
Company, any of their directors, any such officer or any person controlling the
Company based on such Registration Statement and in respect of which indemnity
may be sought against any Indemnified Person, the Indemnified Person shall have
the rights and duties given to the Company (except that if the Company shall
have assumed the defense thereof, such Indemnified Person shall not be required
to do so, but may employ separate counsel therein and participate in defense
thereof but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person), and the Company, its directors, any such officers and
any person controlling the Company shall have the rights and duties given to
the Indemnified Person, by Section 6(b) hereof.

              (d)    If the indemnification provided for in this Section 6 is
unavailable to an Indemnified Person in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then the Company, in lieu of
indemnifying such Indemnified Person, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages,
liabilities and judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and each
Indemnified Person on the other hand from the offering of the Warrant Shares or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company and each such Indemnified Person in connection with the
statements or omissions (or alleged statements or omissions) which resulted in
such losses, claims, damages, liabilities or judgments, as well as any





                                       18
<PAGE>   19
other relevant equitable considerations.  The relative fault of the Company and
each such Indemnified Person shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or the alleged omission to state a material fact relates to
information supplied by the Company or such Indemnified Person and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The Company and the Purchaser agree that
it would not be just and equitable if contribution pursuant to this Section
6(d) were determined by pro rata allocation (even if the Indemnified Person
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  The amount paid or payable by an
the Company as a result of the losses, claims, damages, liabilities or
judgments referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified Person in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 6, no Indemnified Person shall be required to
contribute any amount in excess of the amount by which the total net profit
received by it in connection with the sale of the Warrant Shares pursuant to
this Agreement exceeds the amount of any damages which such Indemnified Person
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

              The indemnity and contribution agreements contained in this
Section 6 will be in addition to any liability which the Company may otherwise
have to the Indemnified Persons referred to above.  The Indemnified Persons'
obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective amount of Warrant Shares included in any such
Registration Statement by each Indemnified Person and not joint.

       7.     Rules 144 and 144A

              The Company shall use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time it is not required to file such reports but
in the past had been required to or did file such reports, it will, upon the
request of any Holder, make available other information as required by, and so
long as necessary to permit, sales of its Registrable Securities pursuant to
Rule 144A.  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 Registration
Statement pursuant to a Demand Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by





                                       19
<PAGE>   20
the Holders of a majority in aggregate number of such Registrable Securities
included in such offering, subject to the consent of the Company (which will
not be unreasonably withheld or delayed).

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

       9.     Miscellaneous

              (a)    Remedies.  In the event of a breach by the Company, or by
a Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

              (b)    No Inconsistent Agreements.  Without the written consent
of the Holders of a majority of the then outstanding Registrable Securities,
the Company shall not grant to any person the right to request it to register
any of its equity securities under the Securities Act unless the rights so
granted are subject in all respects to the prior rights of the Holders set
forth herein, and are not otherwise in conflict or inconsistent with the
provisions of this Agreement.

              (c)    [intentionally omitted].

              (d)    Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the written consent of the Holders of a majority of
the then outstanding Registrable Securities is obtained; provided, however,
that, for the purposes of this Agreement, Registrable Securities that are
owned, directly or indirectly, by the Company or an Affiliate of the Company
are not deemed outstanding.  Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
number of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.





                                       20
<PAGE>   21
              (e)    Notices.  All notices and other communications provided
for herein shall be made in writing by hand-delivery, next-day air courier,
certified first-class mail, return receipt requested, or facsimile:

                     (i)    if to the Company:

                            TransAmerican Refining Corporation
                            1300 North Sam Houston
                            Parkway, Suite 320
                            Houston, Texas  77032-2949
                            Fax: (281) 986-8865
                            Attention:  Ed Donahue

                            with a copy to:

                            Gardere & Wynne, L.L.P.
                            3000 Thanksgiving Tower
                            Dallas, Texas  75201
                            Fax: (214) 999-4667
                            Attention: C. Robert Butterfield

                     (ii)   if to the Purchaser:

                            Jefferies & Company, Inc.
                            11100 Santa Monica Boulevard
                            10th Floor
                            Los Angeles, California  90025
                            Fax: (310) 575-5299
                            Attention:  Jerry M. Gluck

                            with a copy to:

                            Skadden, Arps, Slate, Meagher & Flom LLP
                            300 South Grand Avenue
                            34th Floor
                            Los Angeles, California  90071
                            Fax: (213) 687-5600
                            Attention:  Rod A. Guerra

                     (iii)  if to any other person who is then a registered
                            Holder, to the address of such Holder as it appears
                            in the share register of the Company.





                                       21
<PAGE>   22
              Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given:  when delivered by
hand, if personally delivered; one business day after being timely delivered to
a next-day air courier; five business days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is acknowledged by the recipient's
telecopier machine, if telecopied.

              (f)    Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder.  The Company may not
assign its rights or obligations hereunder without the prior written consent of
each Holder.  Notwithstanding the foregoing, no transferee shall have any of
the rights granted under this Agreement until such transferee shall acknowledge
its rights and obligations hereunder by a signed written statement of such
transferee's acceptance of such rights and obligations.

              (g)    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.

              (h)    Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.

              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 NEW YORK.  THE COMPANY HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPT
FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS.

              (i)    Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.  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 reasonable 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.





                                       22
<PAGE>   23
              (j)    Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  All references made in this Agreement to "Section" and
"paragraph" refer to such Section or paragraph of this Agreement, unless
expressly stated otherwise.

              (k)    Attorneys' Fees.  In any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof or
thereof is validly asserted as a defense, the prevailing party, as determined
by the court, shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy.

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





                                       23
<PAGE>   24
              Please confirm that the foregoing correctly sets forth the
agreement between the Company and you.


                                           Very truly yours,


                                           TRANSAMERICAN REFINING CORPORATION



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



The foregoing Securityholders' and Registration
Rights Agreement is hereby confirmed and accepted
as of the date first above written.


JEFFERIES & COMPANY, INC.


By:                                               
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   Name:                                      
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   Title:                                     
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