
                                                                  EXHIBIT 4.4

                            WARRANT AND WARRANT SHARE
                          REGISTRATION RIGHTS AGREEMENT

                                                              January 28, 1998

First Albany Corporation
One Penn Plaza
New York, NY 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"),  warrants
(the "Warrants") to purchase up to 1,020,000 shares of Class A Common Stock, par
value $.01 per share, of the Company (the "Warrant Stock" and, together with the
Warrants, the "Securities"),  offered in connection with the sale of $30,000,000
aggregate  principal amount of its 12% Senior Notes due 2003 (the "Notes").  The
Securities shall be issued pursuant to a Warrant Agreement,  dated as of January
28, 1998 (the  "Warrant  Agreement"),  between the  Company and  American  Stock
Transfer  & Trust  Company,  as  warrant  agent (the  "Warrant  Agent").  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. Shelf Registration.  The Company,  as promptly as practicable,  but
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")  and thereafter shall use its best efforts to cause to be declared
effective no later than 120 days  following the Issue Date a shelf  registration
statement (the "Shelf Registration  Statement") on an appropriate form under the
Securities  Act relating to the offer and sale of the  Securities by the Holders
from time to time in accordance  with the methods of  distribution  set forth in
such  Shelf  Registration  Statement;  provided,  however,  that  no  Holder  of
Securities(other   than  the  Initial  Purchaser)  shall  be  entitled  to  have
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.

          (a) 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 until the earlier of (i)
such time as all warrants have been exercised and (ii) the second anniversary of
the Issue Date,  subject to extension pursuant to this Section 1(a) (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  covered thereby not
being able to  exercise,  offer and sell such  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

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as the Company  within 120 days  thereafter  complies with the  requirements  of
Section 2(g) hereof.  Any such period during which the Company fails to keep the
Shelf Registration  Statement  effective and usable for the exercise,  offer and
sale of 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 shall end on
the date when each Holder of Securities  covered by such registration  statement
either  receives  the  copies  of  the   supplemented   or  amended   prospectus
contemplated (the "Prospectus  Supplement," together with the Shelf Registration
Statement, the "Registration Statement") by Section 2(g) 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 Shelf Registration Period shall be extended by the
number of days included in each such Suspension Period.

          (b)  Notwithstanding  any other  provisions  hereof,  the Company will
ensure that (i) any Shelf  Registration  Statement and any amendment thereto and
the Prospectus  Supplement  thereto  relating to the Securities  complies in all
material  respects  with  the  Securities  Act and  the  rules  and  regulations
thereunder,  (ii) any Shelf Registration Statement and any amendment thereto and
such  Prospectus  Supplement  (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 Prospectus  Supplement (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.

          2.  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,  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  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;  and (ii) 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 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;


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

          (iii) of the receipt by the Company of any notification with
          respect  to  the  suspension  of  the  qualification  of the
          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  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 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  (including  the  Prospectus
Supplement) 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 Holders  exercising  Warrants and each of the
selling  Holders of the  Securities in connection  with the offering and sale of
the Securities covered by the prospectus or any amendment or supplement thereto.


          (e)  Prior  to any  public  offering  of  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 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  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.

          (f) The  Company  will  cooperate  with the Holders of  Securities  to
facilitate  the timely  preparation  and delivery of  certificates  representing
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  pursuant to such
Registration Statement.

          (g) If (i) any event  contemplated by paragraphs  (b)(ii) through (iv)
above occurs during the period in which the Company is required to maintain

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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 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.

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

          (i)  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.

          (j) The  Company  may require  each  Holder of  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 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
Securities  of any Holder that  unreasonably  fails to furnish such  information
within a reasonable time after receiving such request.

          (k) In the case of a Shelf  Registration  Statement,  each  Holder  of
Securities to be  registered  pursuant  thereto  agrees by  acquisition  of such
Securities that, upon receipt of any notice from the Company pursuant to Section
2(b)(ii) through (iv) hereof,  such Holder will discontinue  disposition of such
Securities and use of the applicable  prospectus  until such Holder's receipt of
copies of the  supplemental or amended  prospectus  contemplated by Section 2(a)
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 2(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  Securities  covered  by  such
Registration Statement shall have received (x) the copies of the supplemental or
amended  prospectus  contemplated by Section 2(a) (if an amended or supplemental
prospectus  is  required)  or (y) the  Advice  (if no  amended  or  supplemental
prospectus is required).

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

          (m) The  Company  will use its best  efforts  to take all other  steps
necessary to effect the registration of the Securities covered by a Registration

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Statement contemplated hereby.


          3. 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 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
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,(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 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  reimburse  (i) 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 of the Securities to be included in
such  Registration  Statement,  (ii)  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 and (iii)
reasonable legal fees and expenses, if any, of the Initial Purchaser relating to
the Shelf Registration Statement and any amendment or supplement thereto.

          4.  Indemnification.   (a)  In  the  event  of  a  Shelf  Registration
Statement,  the Company shall indemnify and hold harmless each Holder,  and each
of their directors,  officers, agents and employees and each person, if any, who
controls such Holder 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 4(c) hereof, the fees and

676304.2
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<PAGE>



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 if such persons did
not receive a copy of the final  prospectus at or prior to the  confirmation  of
the sale of such  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 2(c) or 2(d).

          (b) In the event of a Shelf Registration Statement, each Holder 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 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 4(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;  provided,  however,  that no such Holder  shall be
liable  for any  indemnity  claims  hereunder  in  excess  of the  amount of net
proceeds  received by such Holder  from the sale of  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 4 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

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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 4(a) and
4(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 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 4 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  4(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.

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Notwithstanding  the provisions of this Section, an indemnifying party that is a
holder of Securities shall not be required to contribute any amount in excess of
the  amount  by which  the  total  price at which  the  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.

          5. 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  of the
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 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 at
least a majority of the Securities  being sold by such Holders  pursuant to such
Registration Statement. Notwithstanding the provisions of this Section 5(a), (i)
this Agreement may be amended,  without consent of any Holder of the 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 5(b),
          which address  initially is, with respect to each Holder,  the address
          of such Holder  maintained by the Warrant  Agreement under the Warrant
          Agreement;

          (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

676304.2
                                       -8-

<PAGE>



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.

          (g) No  Inconsistent  Agreements.  The  Company has not and shall not,
during the term of this Agreement, enter into any agreement that is inconsistent
with the  rights  granted to the  holders of  Securities  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Without limiting the generality
of the  foregoing,  without  the  written  consent of the  holders of at least a
majority of the then outstanding  Transfer  Restricted  Securities,  the Company
shall not grant to any person the right to request the  Company to register  any
equity  securities of the Company under the  Securities Act unless the rights so
granted  are  not in  conflict  or  inconsistent  with  the  provisions  of this
Agreement.

          (h) No Piggyback on Registrations. Neither the Company, nor any of its
security  holders  (other than the holders of the  Securities in such  capacity)
shall  have the right to  include  any  securities  of the  Company in any Shelf
Registration other than the 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 Securities,  of any of their  obligations  under this Agreement,  each
holder of  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
will be entitled to specific performance of its rights under this Agreement. The
Company and each holder of 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.

676304.2
                                       -9-

<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


676304.2
                                      -10-

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