
                                                                     Exhibit 4.2





                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                   July 20, 1998

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


Dear Sirs:

         Ampex Corporation, a Delaware corporation (the "Company"),  proposes to
issue and sell to you (the "Initial  Purchaser"),  upon the terms set forth in a
purchase agreement dated July 17, 1998 (the "Purchase  Agreement"),  $14,000,000
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 between the Company and IBJ Schroder Bank & Trust  Company,  as trustee
(the  "Trustee"),  as amended by the First Amendment to the Indenture dated July
2, 1998 (the "Indenture").  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

721640.3


<PAGE>



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 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.


721640.3
                                       -2-

<PAGE>


         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;

                  (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


721640.3
                                       -3-

<PAGE>


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
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


721640.3
                                       -4-

<PAGE>


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.

                  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

721640.3
                                       -5-

<PAGE>


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.

                  (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

721640.3
                                       -6-

<PAGE>


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;

                  (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


721640.3
                                       -7-

<PAGE>


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
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

721640.3
                                       -8-

<PAGE>


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  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

721640.3
                                       -9-

<PAGE>


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  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
721640.3
                                      -10-

<PAGE>


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 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
721640.3
                                      -11-

<PAGE>


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 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


721640.3
                                      -12-

<PAGE>



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
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.


721640.3
                                      -13-

<PAGE>


                  (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.

                  (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 


721640.3
                                      -14-

<PAGE>


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.



721640.3
                                      -15-

<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




721640.3
                                      -16-

<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."

721640.3
                                      -17-

<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."


721640.3
                                      -18-

<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.


721640.3
                                      -19-

<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.


721640.3
                                      -20-

<PAGE>
