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                                                                    EXHIBIT 4.30

                       TRANSAMERICAN REFINING CORPORATION

               SECURITYHOLDERS' AND REGISTRATION RIGHTS AGREEMENT

                                                                  March 16, 1998


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

Ladies and Gentlemen:

         TransAmerican Refining Corporation (the "Company"), a Texas
corporation, pro poses to issue and sell to Jefferies & Company, Inc. (the
"Purchaser"), upon the terms set forth in a purchase agreement, dated as of
March 6, 1998 (the "Purchase Agreement"), between the Purchaser and the Company,
25,000 Units (as defined below), consisting of (i) $25,000,000 aggregate
principal amount of 16% Senior Subordinated Notes due 2003, Series C (the
"Series C Notes") and (ii) 25,000 warrants (the "Warrants") to purchase
initially 333,606 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 C Notes will be issued pursuant to an indenture
(the "Indenture"), to be dated as of March 16, 1998, 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 March 16, 1998, between the Issuer and the warrant agent named therein (the
"Warrant Agent"). The Series C Notes and the Warrants will be sold in Units,
each Unit consisting of (i) one Series C Note in the principal amount of $1,000
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 C 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 per son. 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 June 30, 2003.

                  "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 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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                  "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.

                  "Registrable 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 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
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


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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.

                  "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.


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

                  "Series A Registration Rights Agreement" means the
Securityholders' and Registration Rights Agreement dated December 30, 1997
between the Company and the Purchaser.

                  "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 Securities 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,

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.



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                  (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 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.


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         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 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


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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, (ii) second, the securities that have been
requested to be registered pursuant to the Series A Registration Rights
Agreement, (iii) third, 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 (iv) fourth, 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 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 pursuant to the Series A Registration Rights 

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Agreement, (iii) third, 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), (iv) fourth, 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 (v) fifth, 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 reason ably 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 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.



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                  (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 there in 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;

                  (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;



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                  (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 under writers, 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
qualification (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
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

                                       11

<PAGE>   12

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;

                  (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


                                       12

<PAGE>   13



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
offering, 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 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


                                       13

<PAGE>   14



business and assets acquired or to be acquired to the extent that such
information is available 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
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


                                       14

<PAGE>   15

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 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


                                       15

<PAGE>   16



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, 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,


                                       16

<PAGE>   17



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 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 


                                       17

<PAGE>   18


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 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


                                       18

<PAGE>   19



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 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).


                                       19

<PAGE>   20



                  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.

                  (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:


                                       20

<PAGE>   21




                           (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.
                                      111 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.

                  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


                                       21

<PAGE>   22



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.

                  (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


                                       22

<PAGE>   23



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:
                                        ----------------------------------------
                                        Ed Donahue, Vice President and Secretary




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


JEFFERIES & COMPANY, INC.


By:
   ---------------------------
   Joe Maly, Managing Director