
                                                                  EXHIBIT 4.3

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                              January 28, 1998

First Albany Corporation
One Penn Plaza
New York, New York  10119


Dear Sirs:

     Ampex  Corporation,  an Delaware  corporation (the "Company"),  proposes to
issue and sell to you (the "Initial  Purchaser"),  upon the terms set forth in a
purchase   agreement   dated  January  26,  1998  (the  "Purchase   Agreement"),
$30,000,000  aggregate  principal  amount of its 12% Senior  Notes due 2003 (the
"Securities") which Securities shall be issued pursuant to an Indenture dated as
of January 28, 1998 (the "Indenture")  between the Company and IBJ Schroder Bank
& Trust  Company,  as  trustee  (the  "Trustee").  Unless  otherwise  indicated,
capitalized  terms used but not specifically  defined herein have the respective
meanings  ascribed  thereto in the Purchase  Agreement.  As an inducement to the
Initial Purchaser to enter into the Purchase  Agreement and in satisfaction of a
condition to your obligations  thereunder,  the Company agrees with you, for the
benefit of the holders of the Securities  (including the Initial Purchaser) (the
"Holders"), as follows:

          1. Registered Exchange Offer. The Company shall prepare and, not later
than 60 days  following the date on which the original  Securities  were sold to
the Initial  Purchaser  pursuant to the Purchase  Agreement  (the "Issue Date"),
shall file with the  Securities and Exchange  Commission  (the  "Commission")  a
registration  statement  (the  "Exchange  Offer  Registration  Statement") on an
appropriate  form under the Securities Act of 1933, as amended (the  "Securities
Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the
Holders to issue and deliver to such Holders, in exchange for the Securities,  a
like aggregate principal amount of debt securities of the Company (the "Exchange
Securities")  identical in all material  respects to the Securities,  except for
the transfer  restrictions,  registration rights and liquidated damages relating
to the Securities,  shall use its reasonable efforts to cause the Exchange Offer
Registration  Statement to become  effective  under the  Securities Act no later
than 150 days after the Issue Date and to be  consummated no later than 180 days
after the Issue Date, and shall keep the Exchange Offer  Registration  Statement
effective  for not  less  than 20  business  days (or  longer,  if  required  by
applicable  law)  commencing  the date notice of the Exchange Offer is mailed to
the Holders (such period being called the "Exchange Offer Registration Period").
The Exchange  Securities will be issued under the Indenture or an indenture (the
"Exchange  Securities  Indenture")  between  the Company and the Trustee or such
other bank or trust  company  reasonably  satisfactory  to you, as trustee  (the
"Exchange Securities  Trustee"),  such indenture to be identical in all material
respects to the Indenture except for the transfer  restrictions  relating to the
Securities (as described above).

          Upon the effectiveness of the Exchange Offer  Registration  Statement,
the Company shall promptly commence the Registered  Exchange Offer, it being the
objective of such  Registered  Exchange Offer to enable each Holder  electing to
exchange  Securities for Exchange  Securities  (assuming that such Holder (a) is
not (i) an  "affiliate"  of the  Company  within the  meaning of Rule 405 of the
Securities  Act or (ii) an  Exchanging  Dealer (as defined  below) not complying
with

675677.3


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the requirements of the next sentence,  (b) acquires the Exchange  Securities in
the ordinary  course of such Holder's  business and (c) has no  arrangements  or
understandings  with  any  person  to  participate  in the  distribution  of the
Exchange  Securities) and to trade such Exchange Securities from and after their
receipt  without any  limitations or  restrictions,  except as provided  herein,
under the Securities Act and without material  restrictions under the securities
laws of the  several  states of the United  States.  The  Company,  the  Initial
Purchaser  and each  Exchanging  Dealer  acknowledge  that,  pursuant to current
interpretations  of Section 5 of the Securities Act by the  Commission's  staff,
(i) each  Holder  which is a  broker-dealer  electing  to  exchange  Securities,
acquired for its own account as a result of market  making  activities  or other
trading  activities,  for  Exchange  Securities  (an  "Exchanging  Dealer"),  is
required to deliver a prospectus containing the information set forth in Annex A
hereto  on the  cover,  in Annex B hereto  in the  "Exchange  Offer  Procedures"
section and the "Purpose of the Exchange Offer"  section,  and in Annex C hereto
in the "Plan of  Distribution"  section of such  prospectus in connection with a
sale of any such Exchange Securities received by such Exchanging Dealer pursuant
to the  Registered  Exchange Offer and (ii) if the Initial  Purchaser  elects to
sell Exchange  Securities  acquired in exchange for Securities  constituting any
portion of an unsold allotment it is required to deliver a prospectus containing
the  information  required  by Items  507 or 508 of  Regulation  S-K  under  the
Securities Act, as applicable, in connection with such a sale.

          In connection with the Registered Exchange Offer, the Company shall:

               (a) mail to each  Holder a copy of the  prospectus
               forming  part of the Exchange  Offer  Registration
               Statement,  together with an appropriate letter of
               transmittal and related documents;

               (b) keep the  Registered  Exchange  Offer open for
               not less than 20 business days commencing the date
               notice  of the  Exchange  Offer is  mailed  to the
               Holders (or longer if required by applicable law);

               (c) utilize the services of a  Depositary  for the
               Registered  Exchange  Offer with an address in the
               Borough of Manhattan, The City of New York;

               (d) permit Holders to withdraw tendered Securities
               at any time  prior to the close of  business,  New
               York time,  on the last  business day on which the
               Registered Exchange Offer shall remain open;

               (e)  notify  each  Holder  that any  Security  not
               tendered by such Holder in the Registered Exchange
               Offer will  remain  outstanding  and  continue  to
               accrue interest,  but will not retain rights under
               this Agreement; and

               (f) otherwise comply in all respects with all laws
               applicable to the Registered Exchange Offer.

          As soon as  practicable  after  the close of the  Registered  Exchange
Offer, the Company shall:

               (a) accept for  exchange all  Securities  tendered
               and  not   validly   withdrawn   pursuant  to  the
               Registered Exchange Offer;

675677.3
                                       -2-

<PAGE>




               (b) deliver to the Trustee  for  cancellation  all
               Securities so accepted for exchange; and

               (c) issue and cause the  Trustee  or the  Exchange
               Securities  Trustee,  as the case may be, promptly
               to  authenticate  and  deliver  to each  Holder of
               Securities, Exchange Securities equal in principal
               amount  to  the   Securities  of  such  Holder  so
               accepted for exchange.

          The  Company  shall make  available  for a period of 90 days after the
consummation  of the Registered  Exchange  Offer,  a copy of a prospectus  which
meets the  requirements  of the  Securities  Act and forms part of the  Exchange
Offer Registration Statement to any broker-dealer for use in connection with any
resale of any Exchange Securities.

          Interest on each Exchange  Security  issued pursuant to the Registered
Exchange Offer will accrue from the last interest payment date on which interest
was paid on the Securities  surrendered in exchange  therefor or, if no interest
has been paid on the Securities, from the Issue Date.

          Each Holder  participating  in the Registered  Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered  Exchange Offer (i) any Exchange  Securities  received by such Holder
will be acquired in the ordinary course of business,  (ii) such Holder will have
no  arrangements  or  understanding  with  any  person  to  participate  in  the
distribution of the Exchange Securities within the meaning of the Securities Act
and (iii) such Holder is not an "affiliate" of the Company within the meaning of
Rule 405 of the  Securities  Act, or if it is an affiliate,  it will comply with
the registration and prospectus  delivery  requirements of the Securities Act to
the extent applicable.

          Notwithstanding  any other provisions  hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus  forming part thereof and any supplement  thereto complies in all
material  respects  with  the  Securities  Act and  the  rules  and  regulations
thereunder,  (ii) any Exchange  Offer  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 Exchange Offer Registration Statement, and any supplement to
such  prospectus,  does not include,  as of the  consummation  of the Registered
Exchange  Offer,  an  untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

          2. Shelf Registration.  If (i) applicable interpretations of the staff
of the  Commission do not permit the Company to effect the  Registered  Exchange
Offer as contemplated by Section 1 hereof,  or (ii) any Holder either (A) is not
eligible to participate in the Registered  Exchange Offer or (B) participates in
the Registered Exchange Offer and does not receive freely transferrable Exchange
Securities in exchange for tendered Securities or (iii) for any other reason the
Registered  Exchange  Offer is not  consummated  within 180 days after the Issue
Date the following provisions shall apply:

          (a) The  Company  shall  as  promptly  as  practicable  file  with the
Commission  and  thereafter  shall use its best  efforts to cause to be declared
effective a shelf registration statement on an appropriate form under the

675677.3
                                       -3-

<PAGE>



Securities  Act  relating  to the  offer  and  sale of the  Transfer  Restricted
Securities  (as defined  below) by the Holders  from time to time in  accordance
with the  methods  of  distribution  set  forth in such  registration  statement
(hereafter,  a "Shelf  Registration  Statement" and,  together with any Exchange
Offer Registration Statement, a "Registration  Statement");  provided,  however,
that no Holder of  Securities  or  Exchange  Securities  (other than the Initial
Purchaser)  shall be entitled to have Securities or Exchange  Securities held by
it covered by such Shelf  Registration  Statement  unless such Holder  agrees in
writing to be bound by all the provisions of this  Agreement  applicable to such
Holder.

          (b) The  Company  shall use its  reasonable  best  efforts to keep the
Shelf  Registration  Statement  continuously  effective  in order to permit  the
prospectus  forming  part  thereof to be usable by  Holders  for a period of two
years from the Issue Date (subject to extension pursuant to this Section 2(b))or
such shorter  period that will  terminate  when all the  Securities and Exchange
Securities covered by the Shelf  Registration  Statement have been sold pursuant
to the Shelf Registration  Statement (in any such case, such period being called
the "Shelf Registration  Period").  The Company shall be deemed not to have used
its reasonable best efforts to keep the Shelf Registration  Statement  effective
during the requisite period if it voluntarily takes any action that would result
in Holders of Securities or Exchange  Securities  covered thereby not being able
to offer and sell such  Securities  or Exchange  Securities  during that period,
unless such action is required by applicable law;  provided,  however,  that the
foregoing  shall not apply to actions taken by the Company in good faith and for
valid business reasons (not including  avoidance of its obligations  hereunder),
including, without limitation, the acquisition or divestiture of assets, so long
as the Company  within 120 days  thereafter  complies with the  requirements  of
Section 4(i) hereof.  Any such period during which the Company fails to keep the
Shelf  Registration  Statement  effective  and  usable  for  offers and sales of
Securities  and Exchange  Securities is referred to as a "Suspension  Period." A
Suspension  Period shall commence on and include the date that the Company gives
notice  that the Shelf  Registration  Statement  is no longer  effective  or the
prospectus  included  therein  is no  longer  usable  for  offers  and  sales of
Securities and Exchange Securities and shall end on the date when each Holder of
Securities and Exchange Securities covered by such registration statement either
receives the copies of the  supplemented or amended  prospectus  contemplated by
Section  4(i)  hereof or is advised in  writing by the  Company  that use of the
prospectus may be resumed. If one or more Suspension Periods occur, the two-year
time period referenced above shall be extended by the number of days included in
each such Suspension Period.

          (c)  Notwithstanding  any other  provisions  hereof,  the Company will
ensure that (i) any Shelf  Registration  Statement and any amendment thereto and
any prospectus  forming part thereof and any supplement  thereto complies in all
material  respects  with  the  Securities  Act and  the  rules  and  regulations
thereunder,  (ii) any Shelf Registration Statement and any amendment thereto (in
either case, other than with respect to information included therein in reliance
upon or in conformity with written information furnished to the Company by or on
behalf of any Holder specifically for use therein (the "Holders'  Information"))
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 Shelf Registration Statement,  and any supplement to such prospectus
(in either  case,  other than with  respect to Holders'  Information),  does not
include an untrue  statement of a material fact or omit to state a material fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not misleading.


675677.3
                                       -4-

<PAGE>



          3. Additional Interest.  (a) The parties hereto agree that the Holders
of Securities  will suffer damages for which there is no adequate  remedy at law
if the Company fails to fulfill its obligations under Section 1 or Section 2, as
applicable,  and that it would not be feasible to  ascertain  the extent of such
damages.  Accordingly, if (i) the applicable Registration Statement is not filed
with the  Commission  on or prior to 60 days  after  the  Issue  Date,  (ii) the
Exchange Offer Registration  Statement is not declared effective within 150 days
after the Issue Date, (iii) the Registered  Exchange Offer is not consummated or
a Shelf  Registration  Statement has not been declared  effective on or prior to
180 days after the Issue Date (or in the case of a Shelf Registration  Statement
required  to be  filed  in  response  to a  change  in  law  or  the  applicable
interpretations  of the  Commission's  Staff,  if later,  within  45 days  after
publication of the change in law or interpretation), or (iv) if after either the
Exchange Offer  Registration  Statement or the Shelf  Registration  Statement is
declared effective, such Registration Statement ceases to be effective or usable
(at any time  that the  Company  is  obligated  to  maintain  the  effectiveness
thereof)  without being succeeded  within 60 days by an additional  Registration
Statement  filed and declared  effective (each such event referred to in clauses
(i) through (iii), a  "Registration  Default"),  then the interest rate borne by
the Securities shall be increased by one-half of one percent per annum following
such  60-day  period in the case of clause (i)  above,  following  such  150-day
period in the case of clause (ii) above or following  such 180-day period in the
case  of  clause  (iii)  above.  Upon  (x)  the  filing  of the  Exchange  Offer
Registration  Statement  after the 60-day period  described in clause (i) above,
(y) the  effectiveness  of the Exchange Offer  Registration  Statement after the
150-day  period  described in clause (ii) above or (z) the  consummation  of the
Registered   Exchange  Offer  or  the  effectiveness  of  a  Shelf  Registration
Statement,  as the case may be,  after the 180-day  period  described  in clause
(iii) above,  the interest  rate borne by the  Securities  from the date of such
filing,  effectiveness or  consummation,  as the case may be, will be reduced to
the original  interest rate if the Company is otherwise in compliance  with this
Section; provided,  however, that if, after any such reduction in interest rate,
a different  event  specified  in clause (i),  (ii) or (iii) above  occurs,  the
interest  rate may again be increased  and  thereafter  reduced  pursuant to the
foregoing provisions.

          Pending the announcement of a material corporate  transaction,  if the
Company issues a notice that the Shelf  Registration  Statement is unusable,  or
such a notice is required under  applicable  securities laws to be issued by the
Company and the aggregate number of days in any consecutive  twelve-month period
for which all such  notices are issued or required to be issued  exceeds 60 days
in the  aggregate,  then  the  interest  rate  borne by the  Securities  will be
increased  by one-half of one  percent  per annum  following  the date that such
Shelf  Registration  Statement  ceases to be usable  beyond  the  60-day  period
permitted  above.  Upon  the  Company  declaring  that  the  Shelf  Registration
Statement  is  usable  after  the  period  of time  described  in the  preceding
sentence,  the  interest  rate  borne by the  Securities  will be reduced to the
original  interest  rate if the Company is  otherwise  in  compliance  with this
Section;  provided,  however,  that if after any such reduction in interest rate
the Shelf  Registration  Statement  again ceases to be usable  beyond the period
permitted above, the interest rate may again be increased and thereafter reduced
pursuant to the foregoing  provisions.  "Transfer  Restricted  Securities" means
each Security or Exchange  Security until (i) the date on which such Security or
Exchange  Security  has  been  exchanged  for a  freely  transferrable  Exchange
Security in the Registered  Exchange Offer, (ii) the date on which such Security
or Exchange  Security has been  effectively  registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iii) the
date on which such Security or Exchange  Security is  distributed  to the public
pursuant  to Rule 144 under the  Securities  Act or is salable  pursuant to Rule
144(k) under the Securities Act.

675677.3
                                       -5-

<PAGE>



          (b) The Company shall notify the Trustee within one business day after
each and every  date on which an event  occurs in  respect  of which  additional
interest is required to be paid. The Company shall pay the  additional  interest
due on the Transfer  Restricted  Securities by depositing  with the Paying Agent
(as  defined  in the  Indenture)  (which  shall  not be the  Company  for  these
purposes) for the Transfer Restricted  Securities,  in trust, for the benefit of
the Holders,  prior to 10:00 a.m. on the next interest payment date specified by
the Indenture (or such other  indenture),  sums sufficient to pay the additional
interest  then due. Any amounts of  additional  interest due pursuant to clauses
(a)(i),  (a)(ii) or (a)(iii) of this Section 4 will be payable to the Holders of
affected Notes in cash  semi-annually on each interest payment date specified by
the  Indenture  (or such other  indenture)  to the record  holders  entitled  to
receive the interest  payment to be made on such date  commencing with the first
such date occurring after any such additional  interest commences to accrue. The
amount of additional  interest will be determined by multiplying  the applicable
additional  interest rate by the principal amount of the affected  Securities of
such Holders,  multiplied by a fraction, the numerator of which is the number of
days such additional interest rate was applicable during such period (determined
on the basis of a 360-day  year  comprised of twelve  30-day  months and, in the
case of a partial month, the actual number of days elapsed), and the denominator
of which is 360.

          4.  Registration  Procedures.  In  connection  with  any  Registration
Statement, the following provisions shall apply:

          (a) The Company shall (i) furnish to you,  prior to the filing thereof
with the  Commission,  a copy of the  Registration  Statement and each amendment
thereof and each supplement,  if any, to the prospectus included therein and, in
the event that the Initial  Purchaser  (with respect to any portion of an unsold
allotment  from  the  original  offering)  is  participating  in the  Registered
Exchange  Offer or the Shelf  Registration,  shall  use  reasonable  efforts  to
reflect in each such document, when so filed with the Commission,  such comments
as you reasonably may propose;  (ii) if applicable,  include the information set
forth in Annex A hereto on the cover,  in Annex B hereto in the "Exchange  Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution"  section of the prospectus forming a part
of the Exchange Offer  Registration  Statement,  and include the information set
forth in Annex D hereto in the Letter of Transmittal  delivered  pursuant to the
Registered  Exchange  Offer;  and (iii) if requested  by the Initial  Purchaser,
include the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable,  in the prospectus forming a part of the Exchange
Offer Registration Statement.

          (b) The Company shall advise you and, if requested by the Holders, but
only as to events set forth in clauses (i) and (ii) below,  the Holders  and, if
requested  by you,  confirm  such advice in writing  (which  advice  pursuant to
clauses  (ii)-(iv)  hereof shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):

          (i)  when  any  Registration  Statement  and  any  amendment
          thereto  has been  filed with the  Commission  and when such
          Registration  Statement  or  any  post-effective   amendment
          thereto has become effective;

          (ii) of any  request by the  Commission  for  amendments  or
          supplements to any Registration  Statement or the prospectus
          included therein or for additional information;

675677.3
                                       -6-

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          (iii) of the receipt by the Company of any notification with
          respect  to  the  suspension  of  the  qualification  of the
          Securities  or  the  Exchange  Securities  for  sale  in any
          jurisdiction   or  the  initiation  or  threatening  of  any
          proceeding for such purpose; and

          (iv) of the  happening of any event that requires the making
          of  any  changes  in  any  Registration   Statement  or  the
          prospectus so that, as of such date, the statements  therein
          are not  misleading and do not omit to state a material fact
          required  to be  stated  therein  or  necessary  to make the
          statements therein not misleading.

          (c) The Company  will  furnish to each  Holder of Transfer  Restricted
Securities  included  within the coverage of any Shelf  Registration  Statement,
without charge, at least one copy of such Shelf  Registration  Statement and any
post-effective amendment thereto,  including financial statements and schedules,
and,  if the Holder so  requests  in  writing,  all  exhibits  (including  those
incorporated by reference).

          (d) The Company will, during the Shelf Registration  Period,  promptly
deliver to each Holder of Transfer  Restricted  Securities  included  within the
coverage of any Shelf Registration Statement,  without charge, as many copies of
the prospectus  (including each preliminary  prospectus)  included in such Shelf
Registration  Statement and any  amendment or supplement  thereto as such Holder
may reasonably  request;  and the Company consents to the use in accordance with
applicable law of the prospectus or any amendment or supplement  thereto by each
of the selling Holders of Transfer Restricted  Securities in connection with the
offering  and  sale  of  the  Transfer  Restricted  Securities  covered  by  the
prospectus or any amendment or supplement thereto.

          (e) The Company will furnish to each Exchanging  Dealer or the Initial
Purchaser, as applicable,  which so requests,  without charge, at least one copy
of the Exchange Offer Registration  Statement and any  post-effective  amendment
thereto,  including financial  statements and schedules,  and, if the Exchanging
Dealer or Initial Purchaser, as applicable, so requests in writing, all exhibits
(including  those  incorporated by reference)  except those  previously filed by
EDGAR.

          (f) The Company will, during the Exchange Offer  Registration  Period,
promptly  deliver  to  each  Exchanging  Dealer  or the  Initial  Purchaser,  as
applicable, without charge, as many copies of the prospectus included within the
coverage of the  Exchange  Offer  Registration  Statement  and any  amendment or
supplement  thereto  as such  Exchanging  Dealer or the  Initial  Purchaser,  as
applicable, may reasonably request for delivery by (i) such Exchanging Dealer in
connection  with a sale of  Exchange  Securities  received by it pursuant to the
Registered  Exchange  Offer or (ii) the Initial  Purchaser in connection  with a
sale  of  Exchange   Securities  received  by  it  in  exchange  for  Securities
constituting any portion of an unsold allotment; and the Company consents to the
use in  accordance  with  applicable  law of the  prospectus or any amendment or
supplement  thereto by any such Exchanging Dealer or the Initial  Purchaser,  as
applicable, as aforesaid.

          (g) Prior to any public offering of Securities or Exchange  Securities
pursuant to any Registration Statement, the Company will use its reasonable best
efforts to  register  or qualify or  cooperate  with the  Holders of  Securities
included  therein  and its  counsel  in  connection  with  the  registration  or
qualification of such securities for offer and sale under the securities or

675677.3
                                       -7-

<PAGE>



blue sky laws of such  jurisdictions as any such Holder  reasonably  requests in
writing and do any and all other acts or things necessary or advisable to enable
the  offer  and  sale  in  such  jurisdictions  of the  Securities  or  Exchange
Securities covered by such Registration Statement;  provided,  however, that the
Company  will  not be  required  to  qualify  generally  to do  business  in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.

          (h) The  Company  will  cooperate  with the Holders of  Securities  or
Exchange  Securities  to  facilitate  the timely  preparation  and  delivery  of
certificates  representing Securities or Exchange Securities to be sold pursuant
to any  Registration  Statement  free  of any  restrictive  legends  and in such
denominations  and  registered  in such names as Holders  may request in writing
prior  to  sales  of  Securities  or  Exchange   Securities   pursuant  to  such
Registration Statement.

          (i) If (i) any event  contemplated by paragraphs  (b)(ii) through (iv)
above  occurs  during the period in which the Company is required to maintain an
effective Registration Statement or (ii) any Suspension Period remains in effect
more than 120 days after the  occurrence  thereof,  the  Company  will  promptly
prepare a post-effective amendment to the Registration Statement or a supplement
to the  related  prospectus  or file any other  required  document  so that,  as
thereafter  delivered to purchasers of the  Securities or purchasers of Exchange
Securities from a Holder, the prospectus will not include an untrue statement of
a material  fact or omit to state any material  fact  necessary in order to make
the statements  therein, in the light of the circumstances under which they were
made, not misleading.

          (j) Not later than the effective date of the  applicable  Registration
Statement,  the  Company  will  provide a CUSIP  number  for the  Securities  or
Exchange Securities, as the case may be, and provide the applicable trustee with
printed certificates for the Securities or Exchange Securities,  as the case may
be, in a form eligible for deposit with The  Depository  Trust  Company,  or any
successor depository.

          (k)  The  Company  will  use its  best  efforts  to  comply  with  all
applicable  rules and  regulations  of the  Commission  and will make  generally
available to its security  holders as soon as  practicable  after the  effective
date of the applicable  Registration  Statement an earnings statement satisfying
the provisions of Section 11(a) of the Securities Act; provided that in no event
shall such earnings statement be delivered later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of the applicable Registration Statement, which statements shall cover such
12-month period.

          (l) The Company will cause the  Indenture  or the Exchange  Securities
Indenture,  as the case may be, to be qualified under the Trust Indenture Act as
required by applicable law in a timely manner.

          (m) The  Company  may  require  each  Holder  of  Transfer  Restricted
Securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company such  information  regarding the Holder and the distribution of such
Transfer  Restricted  Securities as the Company may from time to time reasonably
require  for  inclusion  in such  Registration  Statement,  and the  Company may
exclude from such registration the Transfer Restricted  Securities of any Holder
that

675677.3
                                       -8-

<PAGE>



unreasonably  fails to furnish such  information  within a reasonable time after
receiving such request.

          (n) In the case of a Shelf  Registration  Statement,  each  Holder  of
Transfer  Restricted  Securities to be  registered  pursuant  thereto  agrees by
acquisition of such Transfer  Restricted  Securities  that,  upon receipt of any
notice from the Company pursuant to Section  4(b)(ii) through (iv) hereof,  such
Holder will discontinue  disposition of such Transfer Restricted  Securities and
use of the applicable  prospectus  until such Holder's  receipt of copies of the
supplemental or amended prospectus contemplated by Section 4(i) hereof, or until
advised in writing (the  "Advice") by the Company that the use of the applicable
prospectus  may be resumed.  If the Company  shall give any notice under Section
4(b)(ii) through (iv) during the period that the Company is required to maintain
an  effective   Registration  Statement  (the  "Effectiveness   Period"),   such
Effectiveness  Period 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  Transfer  Restricted  Securities  covered  by such
Registration Statement shall have received (x) the copies of the supplemental or
amended  prospectus  contemplated by Section 4(i) (if an amended or supplemental
prospectus  is  required)  or (y) the  Advice  (if no  amended  or  supplemental
prospectus is required).

          (o) The Company will cooperate with each seller of Transfer Restricted
Securities covered by any Registration Statement and their respective counsel in
connection with any filings required to be made with the NASD.

          (p) The  Company  will use its best  efforts  to take all other  steps
necessary  to effect the  registration  of the  Transfer  Restricted  Securities
covered by a Registration Statement contemplated hereby.

          5. Registration Expenses.

          (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company  whether or not
the Exchange Offer Registration  Statement or a Shelf Registration  Statement is
filed or becomes effective,  including, without limitation, (i) all registration
and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection  with an  underwritten  offering
and (B) fees and expenses of compliance with state  securities or Blue Sky laws,
(ii) printing  expenses,  including,  without  limitation,  expenses of printing
certificates  for  Securities  or Exchange  Securities  in a form  eligible  for
deposit with The Depository  Trust Company and of printing  prospectuses  if the
printing  of   prospectuses   is  requested  by  the  managing   underwriter  or
underwriters, if any, by the Holders of a majority in aggregate principal amount
of the  Securities  included  in  any  Registration  Statement  or  sold  by any
Exchanging  Dealer, as the case may be, (iii) messenger,  telephone and delivery
expenses,  (iv) fees and disbursements of counsel for the Company,  (v) fees and
disbursements  of  the  Company's   independent   certified  public  accountants
(including,  without  limitation,  the  expenses of any special  audit and "cold
comfort"  letters  required by or incident to such performance by or incident to
such performance), (vi) rating agency fees, if any, and any fees associated with
making the Securities or Exchange  Securities  eligible for trading  through The
Depository  Trust  Company,  (vii)  Securities Act liability  insurance,  if the
Company  desires such  insurance,  (viii) fees and expenses of all other persons
retained by the  Company,  (ix)  internal  expenses  of the Company  (including,
without  limitation,  all salaries and expenses of officers and employees of the
Company  performing legal or accounting  duties),  (x) the expense of any annual
audit, (ix) the fees and expenses incurred in connection with the listing of the

675677.3
                                      -9-

<PAGE>



securities  to be  registered  on any  securities  exchange or any  inter-dealer
quotation  system,  if applicable,  and (xii) the expenses relating to printing,
word  processing and  distributing  all  Registration  Statements,  underwriting
agreements,  securities  sales  agreements,  indentures and any other  documents
necessary in order to comply with this Agreement.

          (b) The Company  shall (i)  reimburse  the  Holders of the  Securities
being registered in a Shelf  Registration  Statement for the reasonable fees and
disbursements  of not more than one counsel (in  addition to  appropriate  local
counsel)  chosen by the Holders of a majority in aggregate  principal  amount of
the Securities to be included in such Registration  Statement and (ii) reimburse
out-of-pocket  expenses  (other than legal  expenses)  of Holders of  Securities
incurred in connection with the registration and sale of the Securities pursuant
to a  Shelf  Registration  Statement  or in  connection  with  the  exchange  of
Securities  pursuant to the  Exchange  Offer.  In  addition,  the Company  shall
reimburse  the Initial  Purchaser  for the  reasonable  fees and expenses of one
counsel in connection with the Exchange Offer which shall be Brown & Wood LLP.

          6. Indemnification. (a) In the event of a Shelf Registration Statement
or in connection  with any  prospectus  delivery  pursuant to an Exchange  Offer
Registration  Statement by an  Exchanging  Dealer or the Initial  Purchaser,  as
applicable,  the  Company  shall  indemnify  and hold  harmless  each Holder and
Exchanging Dealer, and each of their directors,  officers,  agents and employees
and each person,  if any, who controls such Holder or  Exchanging  Dealer within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act and the  directors,  officers,  agents  and  employees  of such  controlling
persons against any and all loss,  liability,  claim and damage  whatsoever,  as
incurred,  arising out of any untrue  statement or alleged untrue statement of a
material fact  contained in any such  Registration  Statement or any  prospectus
forming part thereof or in any amendment or supplements  thereto or the omission
or alleged omission  therefrom of a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not  misleading;  and shall reimburse each Holder promptly upon demand for
any and all expenses  (including,  subject to Section 6(c) hereof,  the fees and
disbursements of counsel chosen by the indemnified  party),  reasonably incurred
as such expenses are incurred in  investigating,  preparing or defending against
any  litigation,  or any  investigation  or  proceeding by any  governmental  or
regulatory agency or body, commenced or threatened,  or any claim based upon any
such untrue  statement or  omission,  or any such  alleged  untrue  statement or
omission;  provided,  however,  that (i) this  indemnity  shall not apply to any
loss,  liability,  claim,  damage or expense to the  extent  arising  out of any
untrue  statement or omission or alleged  untrue  statement or omission  made in
reliance  upon  and in  conformity  with  Holders'  Information  and  (ii)  this
indemnity with respect to any untrue  statement or alleged  untrue  statement or
omission or alleged  omission in any related  preliminary  prospectus  shall not
enure to the benefit of any indemnified party from whom the person asserting any
such loss, claim, damage or liability received Securities or Exchange Securities
if such  persons did not receive a copy of the final  prospectus  at or prior to
the  confirmation of the sale of such Securities or Exchange  Securities to such
person in any case where such delivery is required by the Securities Act and the
untrue  statement  or  omission  of  material  fact  contained  in  the  related
preliminary prospectus was corrected in the final prospectus unless such failure
to deliver the final  prospectus  was a result of  noncompliance  by the Company
with Sections 4(c), 4(d), 4(e) or 4(f).

          (b) In the event of a Shelf  Registration  Statement,  each Holder and
Exchanging  Dealer  agrees to  indemnify  and hold  harmless  the  Company,  its
directors,  officers, agents and employees and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20

675677.3
                                      -10-

<PAGE>



of the Exchange Act and the  directors,  officers,  agents and employees of such
controlling  persons  against  any and all loss,  liability,  claim,  damage and
expense  described  in the  indemnity  contained  in  Section  6(a)  hereof,  as
incurred,  arising out of or based upon any untrue  statements or omissions,  or
alleged untrue statements or omissions,  made in the Registration  Statement (or
any  amendment  or  supplement  thereto) in reliance on and in  conformity  with
Holders'  Information  furnished  to the  Company by such  Holder or  Exchanging
Dealer;  provided,  however,  that no such Holder or Exchanging  Dealer shall be
liable  for any  indemnity  claims  hereunder  in  excess  of the  amount of net
proceeds  received  by  such  Holder  or  Exchanging  Dealer  from  the  sale of
Securities or Exchange Securities pursuant to the Registration Statement.

          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying  party of any claim or action commenced against
it in respect of which  indemnity may be sought  hereunder,  enclosing a copy of
all papers properly served on such indemnified party;  provided,  however,  that
failure to so notify an indemnifying  party shall not relieve such  indemnifying
party from any  obligation  that it may have pursuant to this Section  except to
the extent that it has been  materially  prejudiced  (through the  forfeiture of
substantive rights or defenses) by such failure; provided further, however, that
the  failure  to notify an  indemnifying  party  shall not  relieve  it from any
liability that it may have to an indemnified  party otherwise than on account of
this indemnity  agreement.  If any such claim or action shall be brought against
an indemnified  party, the indemnified party shall notify the indemnifying party
thereof,  and the  indemnifying  party shall be entitled to participate  therein
and, to the extent that it wishes,  jointly  with any other  similarly  notified
indemnifying  party,  to assume the  defense  thereof  with  counsel  reasonably
satisfactory to the indemnified  party. After notice from the indemnifying party
to the indemnified  party of its election to assume the defense of such claim or
action,  the  indemnifying  party shall not be liable to the  indemnified  party
under this Section 6 for any legal or other  expenses  subsequently  incurred by
the indemnified party in connection with the defense thereof; provided, however,
that an  indemnified  party will have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel will be at
the expense of such  indemnified  party unless (1) the  employment of counsel by
the indemnified party has been authorized in writing by the indemnifying  party,
(2) the indemnified party has reasonably  concluded (based on the written advice
of  counsel)  that  there  may  be  legal  defenses  available  to it  or  other
indemnified parties that are different from or in addition to those available to
the indemnifying  party,  (3) a conflict or potential  conflict exists (based on
the written advice of counsel to the indemnified  party) between the indemnified
party and indemnifying party (in which case the indemnifying party will not have
the right to direct  the  defense  of such  action on behalf of the  indemnified
party) or (4) the indemnifying  party has not in fact employed counsel to assume
the defense of such action within a reasonable  time after  receiving  notice of
the  commencement  of the action,  in each of which cases the  reasonable  fees,
disbursements  and other charges of counsel for the indemnified party will be at
the expense of the  indemnifying  party or parties.  It is  understood  that the
indemnifying  party or parties shall not, in connection  with any  proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements  and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties.  Each  indemnified  party,  as a condition of the indemnity  agreements
contained  in  Sections  6(a) and 6(b),  shall  use all  reasonable  efforts  to
cooperate  with the  indemnifying  party in the  defense  of any such  action or
claim.  No  indemnifying  party shall be liable for any  settlement  of any such
action  effected  without its written  consent,  but if settled with its written
consent or if there be a final judgment of the plaintiff in any such

675677.3
                                      -11-

<PAGE>



action,  the  indemnifying  party  agrees to  indemnify  and hold  harmless  any
indemnified  party  from and  against  any loss or  liability  by reason of such
settlement or judgment.  No indemnifying party shall,  without the prior written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought  hereunder by such indemnified
party, unless such settlement includes an unconditional  written release in form
and substance  satisfactory to the indemnified  party of such indemnified  party
from all liability on claims that are the subject matter of such proceeding, and
does not include a statement  as to or an  admission  of fault,  culpability  or
failure to act by or on behalf of such indemnified party.

          (d) If a claim by an indemnified party for indemnification  under this
Section 6 is unenforceable even though the express provisions hereof provide for
indemnification in such case, then each applicable  indemnifying  party, in lieu
of indemnifying such indemnified  party,  shall contribute to the amount paid or
payable by such indemnified  party as a result of such losses in such proportion
as is appropriate to reflect the relative  fault of the  indemnifying  party and
indemnified  party in connection with the actions,  statements or omissions that
resulted in such losses as well as any other relevant equitable  considerations.
The relative fault of such  indemnifying  party and  indemnified  party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such indemnifying  party or indemnified party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any losses shall be deemed to include, subject
to the limitations set forth in Section 6(c) herein,  any legal or other fees or
expenses  reasonably incurred by such party in connection with any investigation
or proceeding.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the provisions of this Section, an indemnifying party that is a
holder of Transfer  Restricted  Securities or Exchange  Securities  shall not be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Transfer Restricted Securities or Exchange Securities sold by
such indemnifying party and distributed to the public were offered to the public
exceeds  the  amount of any  damages  that such  indemnifying  party  would have
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement  or  omission  or alleged  omission.  No person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 10(f) of the  Securities  Act)
shall be entitled to any contribution from any person who was not guilty of such
fraudulent misrepresentation.

          7. Miscellaneous.  (a) Amendments and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented,  and waivers or consents
to departures  from the provisions  hereof may not be given,  unless the Company
has obtained the written  consent of Holders of at least a majority in aggregate
principal  amount of the  Securities  and the  Exchange  Securities,  taken as a
single class.  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 the Holders of Securities or Exchange  Securities  whose Securities or
Exchange Securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be

675677.3
                                      -12-

<PAGE>



given by Holders of at least a majority  in  aggregate  principal  amount of the
Securities or Exchange  Securities  being sold by such Holders  pursuant to such
Registration Statement. Notwithstanding the provisions of this Section 7(a), (i)
this Agreement may be amended,  without  consent of any Holder of the Securities
or  Exchange  Securities,  by written  agreement  signed by the  Company and the
Initial Purchaser, to cure any ambiguity, correct or supplement any provision of
this  Agreement  that may be  inconsistent  with  any  other  provision  of this
Agreement or to make any other  provisions  with respect to matters or questions
arising  under  this  Agreement  which  shall  not be  inconsistent  with  other
provisions of this Agreement and (ii) this Agreement may be amended, modified or
supplemented,  and waivers and consents to departures from the provisions hereof
may be given,  by  written  agreement  signed  by the  Company  and the  Initial
Purchaser  to the  extent  that any such  amendment,  modification,  supplement,
waiver or consent is, in their reasonable judgment,  necessary or appropriate to
comply with  applicable law (including  any  interpretation  of the Staff of the
SEC) or any change therein.

          (b)  Notices.  All notices and other  communications  provided  for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier, or air courier guaranteeing overnight delivery:

          (1) if to a Holder,  at the most current  address given by such Holder
          to the Company in accordance with the provisions of this Section 7(b),
          which address  initially is, with respect to each Holder,  the address
          of such Holder maintained by the Registrar under the Indenture;

          (2) if to you,  initially  at your  address set forth in the  Purchase
          Agreement; and

          (3) if to the  Company,  initially  at the  address of the Company set
          forth in the Purchase Agreement.

          All such notices and communications  shall be deemed to have been duly
given: when delivered by hand, if personally  delivered;  one business day after
being  delivered  to a next-day  air  courier;  five  business  days after being
deposited  in the mail;  and when  receipt is  acknowledged  by the  recipient's
telecopier machine, if telecopied.

          (c) Successors And Assigns.  This Agreement  shall be binding upon the
Company and its successors and assigns.

          (d)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts  (which may be delivered in original form or by telecopies)  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.

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

          (f) Governing Law; Submission to Jurisdiction.

          THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT  GIVING EFFECT TO
APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


675677.3
                                      -13-

<PAGE>



          (g) No Inconsistent Agreements.  The Company has not and shall not, on
or  after  the  date  of  this  Agreement,  enter  into  any  agreement  that is
inconsistent  with the rights  granted to the  holders  of  Transfer  Restricted
Securities in this Agreement or otherwise  conflicts with the provisions hereof.
The Company has not  previously  entered  into any  agreement  which  remains in
effect  granting  any  registration  rights  with  respect  to any  of its  debt
securities to any person.  Without  limiting the  generality  of the  foregoing,
without the written  consent of the holders of at least a majority in  aggregate
principal amount of the then outstanding  Transfer  Restricted  Securities,  the
Company  shall not grant to any  person  the right to  request  the  Company  to
register any debt  securities of the Company under the Securities Act unless the
rights so granted are not in conflict or inconsistent with the provisions of the
Agreement.

          (h) No Piggyback on Registrations. Neither the Company, nor any of its
security  holders (other than the holders of Transfer  Restricted  Securities in
such capacity)  shall have the right to include any securities of the Company in
any  Shelf  Registration  or  Registered  Exchange  Offer  other  than  Transfer
Restricted Securities.

          (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)  Remedies.  In the  event of a breach  by the  Company,  or by any
holder of Transfer Restricted Securities, of any of their obligations under this
Agreement,  each holder of Transfer Restricted Securities or the Company, as the
case may be, in addition to being  entitled  to exercise  all rights  granted by
law,  including  recovery of damages  (other than the  recovery of damages for a
breach by the Company of its obligations  under Sections 1 or 2 hereof for which
liquidated  damages  have been paid  pursuant  to  Section  3  hereof),  will be
entitled to specific performance of its rights under this Agreement. The Company
and each holder of Transfer  Restricted  Securities  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 agree 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.



675677.3
                                      -14-

<PAGE>



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

Very truly yours,

AMPEX CORPORATION

By: /s/ CRAIG L. MCKIBBEN
    -------------------------
    Name:  Craig L. McKibben
    Title: Vice President

The foregoing Agreement is hereby confirmed 
and accepted as of the date first above written:

FIRST ALBANY CORPORATION

By: /s/ Frank P. Lunn
    ----------------------------
    Name:  Frank P. Lunn
    Title: Senior Vice President




675677.3
                                      -15-

<PAGE>



                                                                       ANNEX A

          Each  broker-dealer  that  receives  Exchange  Securities  for its own
account pursuant to the Registered  Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange  Securities.
The Letter of Transmittal  states that by so  acknowledging  and by delivering a
prospectus,  a  broker-dealer  will  not  be  deemed  to  admit  that  it  is an
"underwriter"  within the meaning of the Securities Act. This Prospectus,  as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in  connection  with  resales of Exchange  Securities  received in exchange  for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities.  The Company has agreed
that, for a period of 90 days after the Expiration Date (as defined herein),  it
will make this Prospectus  available to any  broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

675677.3
                                      -16-

<PAGE>



                                                                       ANNEX B

          Each  broker-dealer  that  receives  Exchange  Securities  for its own
account in exchange for Securities,  where such Securities were acquired by such
broker-dealer  as  a  result  of  market-making   activities  or  other  trading
activities,  must  acknowledge  that it will deliver a prospectus  in connection
with any resale of such Exchange Securities. See "Plan of Distribution."


675677.3
                                      -17-

<PAGE>



                                                                       ANNEX C

                              PLAN OF DISTRIBUTION

          Each  broker-dealer  that  receives  Exchange  Securities  for its own
account pursuant to the Registered  Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange  Securities.
This Prospectus,  as it may be amended or supplemented from time to time, may be
used by a  broker-dealer  in  connection  with  resales of  Exchange  Securities
received in exchange for  Securities  where such  Securities  were acquired as a
result of market-making activities or other trading activities.  The Company has
agreed that,  for a period of 90 days after the  Expiration  Date,  it will make
this Prospectus, as amended or supplemented,  available to any broker-dealer for
use in  connection  with any such resale.  In addition,  until  _______________,
199_,  all dealers  effecting  transactions  in the Exchange  Securities  may be
required to deliver a prospectus.(1)

          The Company  will not receive any  proceeds  from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account  pursuant to the  Registered  Exchange  Offer may be sold from
time to time in one or more  transactions  in the  over-the-counter  market,  in
negotiated  transactions,  through  the  writing  of  options  on  the  Exchange
Securities  or a  combination  of such  methods  of  resale,  at  market  prices
prevailing at the time of resale,  at prices related to such  prevailing  market
prices  or at  negotiated  prices.  Any  such  resale  may be made  directly  to
purchasers or to or through  brokers or dealers who may receive  compensation in
the form of  commissions  or  concessions  from any  such  broker-dealer  or the
purchasers  of any such  Exchange  Securities.  Any  broker-dealer  that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered  Exchange  Offer  and any  broker or dealer  that  participates  in a
distribution  of such Exchange  Securities may be deemed to be an  "underwriter"
within the  meaning of the  Securities  Act and any profit on any such resale of
Exchange  Securities  and any  commission  or  concessions  received by any such
persons may be deemed to be underwriting  compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus,  a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

          For a period of 90 days after the  Expiration  Date the  Company  will
promptly  send  additional  copies  of  this  Prospectus  and any  amendment  or
supplement to this Prospectus to any broker-dealer  that requests such documents
in the  Letter of  Transmittal.  The  Company  has  agreed  to pay all  expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities)  other than commissions or concessions of any
broker-dealers  and will indemnify the Holders of the Securities  (including any
broker-dealers)  against certain  liabilities,  including  liabilities under the
Securities Act.

-----------
(1) In  addition,  the legend  required  by Item 502(e) of  Regulation  S-K will
appear on the back cover page of the Exchange Offer prospectus.


675677.3
                                      -18-

<PAGE>


                                                                       ANNEX D

          |_|  CHECK  HERE IF YOU ARE A  BROKER-DEALER  AND WISH TO  RECEIVE  10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

          Name:
                  ---------------------------------------

          Address:
                  ---------------------------------------
                  ---------------------------------------

If the undersigned is not a broker-dealer, the undersigned represents that it is
not  engaged  in, and does not intend to engage in, a  distribution  of Exchange
Securities.  If the  undersigned is a broker-dealer  that will receive  Exchange
Securities for its own account in exchange for Securities  that were acquired as
a  result  of  market-making   activities  or  other  trading   activities,   it
acknowledges  that it will deliver a prospectus in connection with any resale of
such  Exchange  Securities;  however,  by so  acknowledging  and by delivering a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.


675677.3
                                      -19-

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