SCHEDULE 13D 
 
Amendment No. 8 
Key Energy Group, Inc. 
common stock  
Cusip # 492914106 
 
 
Cusip # 492914106 
Item 1:	Reporting Person - FMR Corp. - (Tax ID:  04-2507163) 
Item 4:	PF 
Item 6:	Commonwealth of Massachusetts 
Item 7:	2,036,036 
Item 8:	None 
Item 9:	2,539,046 
Item 10:	None 
Item 11:	2,539,046 
Item 13:	20.22% 
Item 14:	HC 
 
 
PREAMBLE 
 
	The filing of this Schedule 13D is not, and should not be  
deemed to be, an admission that such Schedule 13D is required to  
be filed.  See the discussion under Item 2.  This Schedule 13D is  
being filed by FMR Corp., a Massachusetts corporation ("FMR").   
FMR has previously filed a Schedule 13G with respect to Shares  
(as defined below) and is filing this Schedule 13D as a result of  
the acquisition of Shares described in Item 3 hereof. 
 
Item 1.	Security and Issuer. 
 
	This statement relates to shares of the common stock, $0.10  
par value (the "Shares") of Key Energy Group, Inc., a Maryland  
corporation (the "Company").  The principal executive offices of  
the Company are located at 257 Livingston Avenue, New Brunswick,  
NJ 08901-3054. 
 
Item 2.	Identity and Background. 
 
	This statement is being filed by FMR.  FMR is a holding  
company one of whose principal assets is the capital stock of a  
wholly-owned subsidiary, Fidelity Management & Research Company  
("Fidelity"), which is also a Massachusetts corporation.   
Fidelity is an investment advisor which is registered under  
Section 203 of the Investment Advisors Act of 1940 and which  
provides investment advisory services to more than 30 investment  
companies which are registered under Section 8 of the Investment  
Company Act of 1940 and serves as investment advisor to certain  
other funds which are generally offered to limited groups of  
investors (the "Fidelity Funds").  Fidelity Management Trust  
Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and a  
bank as defined in Section 3(a)(6) of the Securities Exchange Act  
of 1934, serves as trustee or managing agent for various private  
investment accounts, primarily employee benefit plans and serves  
as investment adviser to certain other funds which are generally  
offered to limited groups of investors (the "Accounts").  Various  
directly or indirectly held subsidiaries of FMR are also engaged  
in investment management, venture capital asset management,  
securities brokerage, transfer and shareholder servicing and real  
estate development.  The principal offices of FMR, Fidelity, and  
FMTC are located at 82 Devonshire Street, Boston, Massachusetts  
02109. 
 
	Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock of FMR  
representing approximately 49% of the voting power of FMR.  Mr.  
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the  
aggregate outstanding voting stock of FMR.  Mr. Johnson 3d is the  
Chairman of FMR.  The Johnson family group and all other Class B  
shareholders have entered into a shareholders' voting agreement  
under which all Class B shares will be voted in accordance with  
the majority vote of Class B shares.  Accordingly, through their  
ownership of voting common stock and the execution of the  
shareholders' voting agreement, members of the Johnson family may  
be deemed, under the Investment Company Act of 1940, to form a  
controlling group with respect to FMR.  The business address and  
principal occupation of Mr. Johnson 3d is set forth in Schedule A  
hereto. 
 
	The Shares to which this statement relates are owned  
directly by two of the Fidelity Funds, and one of the Accounts. 
 
	Belmont Capital Partners II, L.P. ("Belmont II") a Delaware  
limited partnership that is one of the Accounts, directly owns  
1,684,600 Shares and 351,436 warrants to purchase Shares.   
Assuming exercise of all the warrants held by Belmont II, Belmont  
II would hold 2,036,036 Shares representing approximately 16.21%  
of the issued and outstanding Shares.  Belmont II is managed by a  
corporate general partner which is a wholly-owned subsidiary of  
FMR. 
 
	The name, residence or business address, principal  
occupation or employment and citizenship of each of the executive  
officers and directors of FMR are set forth in Schedule A hereto. 
 
	Within the past five years, none of the persons named in  
this Item 2 or listed on Schedule A has been convicted in any  
criminal proceeding (excluding traffic violations or similar  
misdemeanors) or has been a party to any civil proceeding and as  
a result thereof was or is subject to any judgment, decree or  
final order enjoining future violations of, or prohibiting or  
mandating activities subject to federal or state securities laws  
or finding any violations with respect to such laws. 
 
Item 3.	Source and Amount of Funds or Other Consideration. 
 
	The Fidelity Funds which own or owned Shares purchased in  
the aggregate 38,000 Shares for cash in the amount of  
approximately $234,377, including brokerage commissions.  The  
Fidelity Funds used their own assets in making such purchase and  
no part of the purchase price is represented by borrowed funds.   
In addition, certain of the Fidelity Funds previously held shares  
of common stock ("WellTech Shares") of WellTech, Inc., a Delaware  
corporation ("WellTech"), and such Fidelity Funds received in the  
aggregate 446,395 Shares and warrants to purchase 67,910 Shares  
in exchange for their WellTech Shares pursuant to a merger of  
WellTech with and into the Company (the "Merger").  The attached  
Schedule B sets forth Shares purchased and/or sold since July 22,  
1997. 
 
	The Accounts which own Shares received 2,640,100 Shares and  
warrants to purchase 401,641 Shares pursuant to the Merger in  
exchange for WellTech shares which the Accounts held.  The  
Accounts used their own assets in making such purchase and no  
part of the purchase price is represented by borrowed funds.  The  
attached Schedule B sets forth Shares purchased and/or sold since  
July 22, 1997. 
 
Item 4.	Purpose of Transaction. 
 
	The purpose of Fidelity and FMTC in having the Fidelity  
Funds and the Accounts purchase Shares is to acquire an equity  
interest in the Company in pursuit of specified investment  
objectives established by the Board of Trustees of the Fidelity  
Funds and by the investors in the Accounts. 
 
	Fidelity and FMTC, respectively, may continue to have the  
Fidelity Funds and the Accounts purchase Shares subject to a  
number of factors, including, among others, the availability of  
Shares for sale at what they consider to be reasonable prices and  
other investment opportunities that may be available to the  
Fidelity Funds and Accounts. 
 
	Fidelity and FMTC, respectively, intend to review  
continuously the equity position of the Fidelity Funds and  
Accounts in the Company.  Depending upon future evaluations of  
the business prospects of the Company and upon other  
developments, including, but not limited to, general economic and  
business conditions and money market and stock market conditions,  
Fidelity may determine to cease making additional purchases of  
Shares or to increase or decrease the equity interest in the  
Company by acquiring additional Shares, or by disposing of all or  
a portion of the Shares. 
 
	Neither Fidelity nor FMTC has any present plan or proposal  
which relates to or would result in (i) an extraordinary  
corporate transaction, such as a merger, reorganization,  
liquidation, or sale of transfer of a material amount of assets  
involving the Company or any of its subsidiaries, (ii) any change  
in the Company's present Board of Directors or management, (iii)  
any material changes in the Company's present capitalization or  
dividend policy or any other material change in the Company's  
business or corporate structure, (iv) any change in the Company's  
charter or by-laws, or (v) the Company's common stock becoming  
eligible for termination of its registration pursuant to Section  
12(g)(4) of the 1934 Act. 
 
Item 5.	Interest in Securities of Issuer. 
 
	FMR, Fidelity, and FMTC, own 2,119,700 Shares and Warrants  
to purchase 419,346 Shares. 
 
	(a)	FMR beneficially owns, through Fidelity, as investment  
advisor to the Fidelity Funds, 503,010 Shares, or approximately  
4.01% of the outstanding Shares of the Company, and through FMTC,  
the managing agent for the Accounts, 2,036,036 Shares, or  
approximately 16.22% of the outstanding Shares of the Company;  
such reported ownership assumes exercise by the Fidelity Funds  
and Accounts of their warrants to purchase 419,346 Shares.  Each  
warrant entitles the holder thereof to purchase one Share at an  
exercise price of $6.75 subject to certain adjustments for  
dilution events.  Neither FMR, Fidelity, FMTC, nor any of its  
affiliates nor, to the best knowledge of FMR, any of the persons  
named in Schedule A hereto, beneficially owns any other Shares.   
The combined holdings of FMR, Fidelity, and FMTC, are 2,539,046  
Shares or warrants to purchase Shares, or approximately 20.22% of  
the outstanding Shares or warrants to purchase Shares of the  
Company. 
 
	(b)	FMR, through its control of Fidelity, investment  
advisor to the Fidelity Funds, and the Fidelity Funds each has  
sole power to dispose of the Shares beneficially owned by it.   
Neither FMR nor Mr. Johnson has the sole power to vote or direct  
the voting of the 503,010 Shares owned directly by the Fidelity  
Funds, which power resides with the Funds' Boards of Trustees.   
Fidelity carries out the voting of the Shares under written  
guidelines established by the Funds' Board of Trustees.  FMR,  
through its control of FMTC, investment manager to the Accounts,  
and the Accounts each has sole dispositive power over 2,036,036  
Shares and sole power to vote or to direct the voting of  
2,036,036 Shares. 
 
	(c)	Except as described in Item 3 above and as set forth in  
Schedule B, neither FMR, or any of its affiliates, nor, to the  
best knowledge of FMR, any of the persons named in Schedule A  
hereto has effected any transaction in Shares during the past  
sixty (60) days. 
 
Item 6.	Contract, Arrangements, Understandings or Relationships  
With Respect to Securities of the Issuer. 
 
	DDJ Capital Management, LLC or an affiliate of such company  
("DDJ"), provides investment advisory consulting services for  
FMTC's use in connection with FMTC's investment management of one  
Account which own Shares and two Accounts which own warrants to  
purchase Shares.  DDJ is not a direct or indirect subsidiary or  
affiliate of FMR Corp. or FMTC;  DDJ has no shared or sole voting  
or dispositive power or any other investment discretion with  
respect to such securities or any other securities owned by  
Accounts managed by FMTC. 
 
	In connection with the Merger, certain of the Fidelity Funds  
and Accounts, the Company and certain other persons entered into  
a Registration Rights Agreement dated as of March 28, 1996  
pursuant to which the Company has registered under the Securities  
Act of 1933, as amended, the Shares, warrants to purchase Shares  
and the Shares issuable upon exercise of the warrants, in each  
case held by such Fidelity Funds and Accounts and such other  
persons. 
 
	Other than the agreement(s) described in Item 3 above and  
except as may otherwise be described herein, neither FMR nor any  
of its affiliates nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto has any joint venture,  
finder's fee, or other contract or arrangement with any person  
with respect to any securities of the Company. 
 
	The Funds and Accounts may from time to time own debt  
securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell such  
debt securitites. 
 
 
 
Item 7.	Material to be Filed as Exhibits. 
 
	Registration Rights Agreement  
 
	This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof. 
 
Signature 
 
	After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this  
statement is true, complete and correct. 
 
						FMR Corp. 
 
 
 
DATE:	August 5, 1997	By:	/s/Arthur  
Loring			 
	Arthur Loring 
	Vice President-Legal 
 
 
 
 
SCHEDULE A 
 
	The name and present principal occupation or employment of  
each executive officer and director of FMR Corp. are set forth  
below.  The business address of each person is 82 Devonshire  
Street, Boston, Massachusetts 02109, and the address of the  
corporation or organization in which such employment is conducted  
is the same as his business address.  All of the persons listed  
below are U.S. citizens. 
 
POSITION WITH 
									PRINCIPAL 
NAME	FMR CORP.	OCCUPATION 
 
Edward C. Johnson 3d	President, 
	Chairman of the 
Director, CEO	Board and CEO, FMR  
Corp. 
Chairman & 
Mng. Director 
 
J. Gary Burkhead	Director and Vice Chairman	President,  
Fidelity Investments 
		Institutional  
Services  
		Company, Inc. 
 
James C. Curvey	Director, Vice Chairman,	Chief Operating  
Officer, FMR 
	Chief Operating Officer 
 
William L. Byrnes	Director & Mng.	Vice Chairman, FIL 
Director 
 
Abigail P. Johnson	Director	Associate Director  
and Senior Vice 		President - Fidelity  
Management & 		Research Company 
 
George A. Vanderheiden	Director	Senior  
Vice President, 
		Fidelity Management  
& Research 			Company 
 
David C. Weinstein	Sr. Vice President	Sr. Vice President 
Administration	Administration, FMR  
Corp. 
 
 
Mark A. Peterson	Executive Vice President	President - Fidelity  
Investments 			Technology &  
Processing Group 
 
Gerald M. Lieberman	Sr. Vice Pres. - 	Sr. Vice Pres. - 
Chief Financial	Chief Financial  
Officer	Officer, FMR Corp. 
 
 
SCHEDULE B 
 
 
Key Energy Group, Inc. 
 
One Fidelity Fund sold Shares since July 22, 1997 at the dates  
and at the prices set forth below.  The transactions were made  
for cash in open market transactions or with other investment  
companies with the same or an affiliated investment advisor. 
 
	DATE	SHARES	PRICE 
 
	07/22/97	11,500	$21.39 
	07/23/97	3,600	21.50 
	07/24/97	4,200	20.00 
	07/25/97	5,300	20.66 
	07/28/97	1,300	21.08 
	07/29/97	5,000	21.15 
	07/30/97	6,800	21.05 
	07/31/97	10,100	21.10 
	08/01/97	20,500	21.50 
 
 
SCHEDULE B 
 
 
Key Energy Group, Inc. 
 
One Account sold Shares since July 22, 1997 at the dates and at  
the prices set forth below.  The transactions were made for cash  
in open market transactions or with other investment companies  
with the same or an affiliated investment advisor. 
 
	DATE	SHARES	PRICE 
 
	07/22/97	44,600	$21.39 
	07/23/97	13,800	21.50 
	07/24/97	15,800	20.00 
	07/25/97	20,400	20.66 
	07/28/97	5,000	21.08 
	07/29/97	19,600	21.15 
	07/30/97	26,400	21.05 
	07/31/97	39,100	21.10 
	08/01/97	79,500	21.50 
 
 
 
REGISTRATION RIGHTS AGREEMENT 
 
 
	REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of  
March 28, 1996, by and among Key Energy Group, Inc., a Maryland  
corporation (the "Company"), and each of the several Holders (as  
hereinafter defined) executing a signature page hereto. 
 
	This Agreement is contemplated by a certain Agreement and  
Plan of Merger dated as of November 18, 1995 (the "Merger  
Agreement") by and between the Company and WellTech, Inc., a  
Delaware corporation ("WellTech"), as amended. 
 
	The parties hereby agree as follows: 
 
	Section 1.	Definitions. 
 
	As used in this Agreement, the following terms shall have  
the following meanings: 
 
	"Advice" has the meaning set forth in Section 5. 
 
	"Affiliate" means, with respect to any specified Person, any  
other Person who, directly or indirectly, controls, is controlled  
by, or is under common control with such specified Person. 
 
	"Business Day" means any day other than a day on which banks  
are authorized or required to be closed in the State of New York. 
 
	"Closing Date" has the meaning ascribed thereto in the  
Merger Agreement. 
 
	"Commission" means the Securities and Exchange Commission. 
 
	"Common Shares" means 3,697,495 shares of Common Stock of  
the Company held by the Holders. 
 
	"Common Stock" means the common stock, par value $.10 per  
share, of the Company. 
 
	"Company" has the meaning set forth in the preamble and  
shall include the Company's successors by merger, acquisition,  
reorganization or otherwise. 
 
	"Controlling Persons" has the meaning set forth in Section  
8(a). 
 
	"Exchange Act" means the Securities Exchange Act of 1934, as  
amended from time to time, or any successor statute, and the  
rules and regulations of the Commission promulgated thereunder. 
 
	"Holder" means each holder of record of Registrable  
Securities. 
 
	"Holders' Counsel" means Goodwin, Procter & Hoar or any  
successor counsel selected by Holders of a majority in interest  
of the Registrable Securities. 
 
	"Inspectors" has the meaning set forth in Section 4(m). 
 
	"Lock-up Request" has the meaning set forth in Section 10. 
 
	"NASD" has the meaning set forth in Section 4(q). 
 
	"Person" means any individual, corporation, partnership,  
limited liability company, joint venture, association,  
joint-stock company, trust, unincorporated organization or  
government or other agency or political subdivision thereof. 
 
	"Piggy-Back Registration" has the meaning set forth in  
Section 3(a). 
 
	"Prospectus" means the prospectus included in any  
Registration Statement (including, without limitation, a  
prospectus that discloses information previously omitted from a  
prospectus filed as part of an effective registration statement  
in reliance upon Rule 430A promulgated under the Securities Act),  
as amended or supplemented by any prospectus supplement,  
including a prospectus supplement with respect to the terms of  
the offering of any portion of the Registrable Securities covered  
by a Shelf Registration Statement, and by all other amendments  
and supplements to the prospectus, including post-effective  
amendments, and in each case including all material incorporated  
by reference or deemed to be incorporated by reference in such  
prospectus. 
 
	"Records" has the meaning set forth in Section 4(m). 
 
	"Registrable Securities" means, collectively, the Common  
Shares, the Warrants and the Warrant Shares until such time as  
(i) a Registration Statement covering such Registrable Securities  
has been declared effective and such Registrable Securities have  
been disposed of pursuant to such effective Registration  
Statement, (ii) such Registrable Securities are transferred to  
any Person other than a Holder pursuant to Rule 144 (or any  
similar provision then in force, but not Rule 144A) under the  
Securities Act, including a sale pursuant to the provisions of  
Rule 144(k), or (iii) such Registrable Securities shall cease to  
be outstanding. 
 
	"Registration Expenses" has the meaning set forth in Section  
7. 
 
	"Registration Statement" means any registration statement of  
the Company that covers any of the Registrable Securities  
pursuant to the provisions of this Agreement (including any Shelf  
Registration Statement), and all amendments and supplements to  
any such registration statement, including post-effective  
amendments, in each case including the Prospectus, all exhibits,  
and all material incorporated by reference or deemed to be  
incorporated by reference in such registration statement. 
 
	"Rule 144A" has the meaning set forth in Section 9(b). 
 
	"Securities Act" means the Securities Act of 1933, as  
amended from time to time, or any successor statute, and the  
rules and regulations of the Commission promulgated thereunder. 
 
	"Shelf Registration" has the meaning set forth in Section  
2(a). 
 
	"Shelf Registration Statement" has the meaning set forth in  
Section 2(a). 
  
	"Suspension Notice" has the meaning set forth in Section 5. 
 
	"Suspension Period" has the meaning set forth in Section 5. 
	 
	"Target Effective Period" has the meaning set forth in  
Section 2(a). 
 
	"Warrants" mean the warrants to purchase up to 469,551  
shares of Common Stock held by the Holders. 
 
	"Warrant Shares" means the shares of Common Stock issuable  
upon the exercise of the Warrants. 
 
	Section 2.  Shelf Registration. 
 
	(a)	Filing; Effectiveness.  If, as of the Closing Date, one  
or more shelf registration statements (the "Shelf Registration  
Statement") on the appropriate form for an offering to be made on  
a continuous basis pursuant to Rule 415 under the Securities Act  
(or such successor rule or similar provision then in effect)  
covering all of the Registrable Securities (a "Shelf  
Registration") are not effective or the effectiveness thereof has  
been suspended, then the Company shall use its reasonable  
business efforts to cause such Shelf Registration Statement to be  
effective as soon as practicable.  Once the Shelf Registration  
Statement is effective, the Company shall use its reasonable  
business efforts to keep such Shelf Registration Statement  
continuously effective for a period (the "Target Effective  
Period") ending with the earlier of (x) the sale of all  
Registrable Securities and (y) 36 months following the Closing  
Date or, if later, the date on which such Shelf Registration  
Statement is declared effective.  The Company further agrees, if  
necessary, to supplement or amend the Shelf Registration  
Statement, as required by the registration form used by the  
Company for such Shelf Registration Statement or by the  
instructions applicable to such registration form or by the  
Securities Act or as reasonably requested (which request shall  
result in the filing of a supplement or amendment) by any Holder  
of Registrable Securities to which such Shelf Registration  
Statement relates (but only to the extent that such request by  
such Holder relates to information with respect to such Holder),  
and the Company agrees to furnish to each Holder, Holders'  
Counsel and any managing underwriter copies of any such  
supplement or amendment prior to its being used and/or filed with  
the Commission.  The Holders shall be permitted to withdraw all  
or any part of the Registrable Securities from a Shelf  
Registration Statement (i) at any time prior to the effective  
date of such Shelf Registration Statement and (ii) in the event  
that on or after the effective date of such Shelf Registration  
Statement the Holders receive a Lock-up Request and such one or  
more withdrawing Holders elect to exercise their rights to a  
Piggy-Back Registration pursuant to Section 3 hereof. 
 
	(b)	Liquidated Damages. 
 
		(i)	If during the Target Effective Period a stop order  
is imposed, for any other reason the effectiveness of the Shelf  
Registration Statement is suspended or there is a Suspension  
Period exceeding the length of time permitted by Section 5 hereof  
or not otherwise permitted by Section 5 hereof, then the Company  
shall pay liquidated damages to each Holder in an amount equal to  
$0.50 per 1,000 Common Shares (or in the case of any Warrant,  
$.50 per 1,000 Warrant Shares based on the number of Warrant  
Shares issuable upon exercise of such Warrant) per week beginning  
on the date of such stop order, the date of such other suspension  
of effectiveness or the date on which such Suspension Period  
Failed to comply with Section 5 hereof, as the case may be.  If  
the stop order, other suspension of effectiveness of the Shelf  
Registration Statement or excessive or impermissible Suspension  
Period shall not have been cured within 90 days after such stop  
order was imposed, the effectiveness of such Shelf Registration  
Statement was otherwise suspended or the Suspension Period failed  
to comply with Section 5 hereof, as the case may be, the weekly  
liquidated damages shall increase to $1.00 per 1,000 Common  
Shares (or in the case of any Warrant, $1.00 per 1,000 Warrant  
Shares based on the number of Warrant Shares issuable upon  
exercise of such Warrant).  It the stop order, other suspension  
of effectiveness of the Shelf Registration Statement or excessive  
or impermissible Suspension Period shall not have been cured  
within 180 days after such stop order was imposed, the  
effectiveness of such Shelf Registration Statement was otherwise  
suspended or the Suspension Period failed to comply with  
Section 5 hereof, as the case may be, the weekly liquidated  
damages shall increase to $1.50 per 1,000 Common Shares (or in  
the case of any Warrant, $1.50 per 1,000 Warrant Shares based on  
the number of Warrant Shares issuable upon exercise of such  
Warrant). 
 
	(ii)	The liquidated damages to be paid to Holders  
pursuant to this Section 2(b) shall begin to accrue on the  
date on which the event triggering such liquidated damages  
occurs and shall cease to accrue on the day after the  
reinstatement of effectiveness of the Shelf Registration  
Statement or the day after any excessive or impermissible  
Suspension Period ends, as the case may be. 
 
	(iii)	The Registrable Securities with respect to  
which liquidated damages shall accrue and be payable in  
accordance with this Section 2(b) shall be those Registrable  
Securities held by the Holders which are included or  
proposed to be included in the Shelf Registration Statement  
and which have not been sold pursuant to the Shelf  
Registration Statement or other public sale prior to the  
occurrence of the event triggering such liquidated damages.   
The Company shall pay the liquidated damages due with  
respect to any Registrable Securities at the end of each  
week during which such damages accrue.  Liquidated damages  
shall be paid to the Holders of Registrable Securities  
entitled to receive such liquidated damages by wire transfer  
in immediately available funds to the accounts designated by  
such Holders. 
 
	(iv)	The parties hereto agree that the liquidated  
damages provided for in this Section 2(b) constitute a  
reasonable estimate of the damages that will be suffered by  
Holders of Registrable Securities by reason of the failure  
of the Shelf Registration Statement to remain effective, in  
accordance with this Agreement. 
 
	(c)	Effective Registration.  A registration will not be  
deemed to have been effected as a Shelf Registration unless the  
Shelf Registration Statement with respect thereto has been  
declared effective by the Commission and the Company has complied  
in all material respects with its obligations under this  
Agreement with respect thereto.  If a Shelf Registration is  
deemed not to have been effected, then the Company shall continue  
to be obligated to effect a Shelf Registration pursuant to this  
Section 2. 
 
	(d)	Selection of Underwriter.  If the Holders so elect, the  
offering of Registrable Securities pursuant to a Shelf  
Registration Statement shall be in the form of an underwritten  
offering.  If they so elect, the Holders participating in such  
Shelf Registration Statement shall select one or more nationally  
recognized firms of investment bankers to act as the book-running  
managing underwriter or underwriters in connection with such  
offering; provided that such selection shall be subject to the  
consent of the Company, which consent shall not be unreasonably  
withheld. 
 
	Section 3.	Piggy-Back Registration. 
 
	(a)	Request for Registration.  Each time the Company  
proposes to file a registration statement under the Securities  
Act with respect to an offering by the Company for its own  
account or for the account of any of its securityholders of any  
class of equity security (other than (i) a registration statement  
on Form S-4 or S-8 (or any substitute form that is adopted by the  
Commission) or (ii) a registration statement filed in connection  
with an exchange offer or offering of securities solely to the  
Company's existing securityholders), and the form of registration  
statement to be used permits the registration of Registrable  
Securities, then the Company shall give written notice of such  
proposed filing to the Holders of Registrable Securities as soon  
as practicable (but in no event less than 20 days before the  
anticipated effective date), and such notice shall offer such  
Holders the opportunity to register such Registrable Securities  
as each such Holder may request (which request shall specify the  
Registrable Securities intended to be disposed of by such Holder  
and the intended method of distribution thereof) within 10 days  
after the date such notice is received by such Holder from the  
Company (a "Piggy-Back Registration").  The Company shall cause  
the managing underwriter or underwriters of a proposed  
underwritten offering to permit the Registrable Securities  
requested to be included in a Piggy-Back Registration to be  
included on the same terms and conditions as any similar  
securities of the Company or any other securityholder included  
therein and to permit the sale or other disposition of such  
Registrable Securities in accordance with the intended method of  
distribution thereof.  Any Holder shall have the right to  
withdraw its request for inclusion of its Registrable Securities  
in any registration statement pursuant to this Section 3 by  
giving written notice to the Company of such withdrawal no later  
than five days prior to the anticipated effective date.  The  
Company may withdraw a Piggy-Back Registration at any time prior  
to the time it becomes effective, provided that the Company shall  
give prompt notice of such withdrawal to the Holders of  
Registrable Securities requested to be included in such  
Piggy-Back Registration. 
 
	(b)	Reduction of Offering.  If the managing underwriter or  
underwriters of an underwritten offering with respect to which  
Piggy-Back Registration has been requested as provided in Section  
3(a) shall have informed the Company, in writing, that in the  
opinion of such underwriter or underwriters the total number of  
shares which the Company, Holders of Registrable Securities and  
any other Persons participating in such registration intend to  
include in such offering is such as to materially and adversely  
affect the success of such offering (including without limitation  
any material decrease in the proposed public offering price),  
then the number of shares to be offered for the account of all  
Persons (other than the Company) participating in such  
registration shall be reduced or limited (to zero if necessary)  
pro rata in proportion to the respective number of shares  
requested to be registered by such Persons to the extent  
necessary to reduce the total number of shares requested to be  
included in such offering to the number of shares, if any,  
recommended by such managing underwriter or underwriters. 
 
	No registration effected under this Section 3, and no  
failure to effect a registration under this Section 3 shall  
relieve the Company of its obligation to effect a Shelf  
Registration pursuant to Section 2.  No failure to effect a  
registration under this Section 3 and to complete the sale of  
Registrable Securities in connection therewith shall relieve the  
Company of any other obligation under this Agreement, including  
without limitation, the Company's obligations under Sections 7  
and 8. 
 
	Section 4.	Registration Procedures. 
 
	In connection with the obligations of the Company to effect  
or cause the registration of any Registrable Securities pursuant  
to the terms and conditions of this Agreement, the Company shall  
use its reasonable business efforts to effect the registration  
and sale of such Registrable Securities in accordance with the  
intended method of distribution thereof as quickly as  
practicable, and in connection therewith: 
 
	(a)	The Company shall prepare and file with the  
Commission a Registration Statement on the appropriate form  
under the Securities Act, which form shall comply as to form  
in all materials respects with the requirements of the  
applicable form and include all financial statements  
required by the Commission to be filed therewith, and use  
its reasonable business efforts to cause such Registration  
Statement to become effective and remain effective in  
accordance with the provisions of this Agreement. 
 
	 (b)	The Company shall promptly prepare and file with  
the Commission such amendments and post-effective amendments  
to each Registration Statement as may be necessary to keep  
such Registration Statement effective for as long as such  
registration is required to remain effective pursuant to the  
terms hereof; shall cause the Prospectus to be supplemented  
by any required Prospectus supplement, and, as so  
supplemented, to be filed pursuant to Rule 424 under the  
Securities Act; and shall comply with the provisions of the  
Securities Act applicable to it with respect to the  
disposition of all Registrable Securities covered by such  
Registration Statement during the applicable period in  
accordance with the intended methods of disposition by the  
Holders set forth in such Registration Statement or  
supplement to the Prospectus;  
 
	(c)	The Company shall promptly furnish to any Holder  
and the underwriters, if any, without charge, such number of  
conformed copies of each Registration Statement and any  
post-effective amendment thereto and such number of copies  
of the Prospectus (including each preliminary Prospectus)  
and any amendments or supplements thereto, any documents  
incorporated by reference therein and such other documents  
as such Holder or underwriter may reasonably request in  
order to facilitate the public sale or other disposition of  
the Registrable Securities being sold by such Holder. 
 
	(d)	The Company shall, on or prior to the date on  
which a Registration Statement is declared effective, (i)  
use its reasonable business efforts to register or qualify  
the Registrable Securities covered by such Registration  
Statement under such other securities or "blue sky" laws of  
such states of the United States as any Holder or  
underwriter requests; (ii) do any and all other acts and  
things which may be necessary or advisable to enable such  
Holder to consummate the disposition of such Registrable  
Securities owned by such Holder; (iii) use its reasonable  
business efforts to keep each such registration or  
qualification (or exemption therefrom) effective during the  
period which the Registration Statement is required to be  
kept effective in accordance with the provisions of this  
Agreement; and (iv) do any and all other acts or things  
reasonably necessary or advisable to enable the disposition  
in such jurisdictions of such Registrable Securities;  
provided, however, that the Company shall not be required  
(x) to qualify generally to do business in any jurisdiction  
where it would not otherwise be required to qualify but for  
this Section 4(d), (y) to file any general consent to  
service of process, or (z) to subject itself to taxation in  
any jurisdiction where it would not otherwise be subject to  
taxation. 
 
	(e)	The Company shall cause the Registrable Securities  
covered by a Registration Statement to be registered with or  
approved by such other governmental agencies or authorities  
as may be necessary by virtue of the business and operations  
of the Company to enable the Holders to consummate the  
disposition of such Registrable Securities. 
 
	(f)	The Company shall promptly notify each Holder,  
Holders' Counsel and any underwriter in writing, (i) when a  
Prospectus or any Prospectus supplement or post-effective  
amendment has been filed and, with respect to a Registration  
Statement or any post-effective amendment, when the same has  
become effective, (ii) of any request by the Commission or  
any state securities authority for amendments and  
supplements to a Registration Statement and Prospectus or  
for additional information after the Registration Statement  
has become effective, (iii) of the issuance by the  
Commission of any stop order suspending the effectiveness of  
a Registration Statement or the initiation or threatening of  
any proceedings for that purpose, (iv) of the issuance by  
any state securities commission or other regulatory  
authority of any order suspending the qualification or  
exemption from qualification of any of the Registrable  
Securities under state securities or "blue sky" laws or the  
initiation of any proceedings for that purpose, (v) if,  
between the effective date of a Registration Statement and  
the closing of any sale of Registrable Securities covered  
thereby, the representations and warranties of the Company  
contained in any underwriting agreement, securities sales  
agreement or other similar agreement, if any, relating to  
the offering cease to be true and correct in all material  
respects, and (vi) of the happening of any event which makes  
any statement made in a Registration Statement or related  
Prospectus untrue or which requires the making of any  
changes in such Registration Statement or Prospectus so that  
they will not contain any untrue statement of a material  
fact or omit to state any material fact required to be  
stated therein or necessary to make the statements therein,  
in light of the circumstances under which they were made,  
not misleading.  Immediately following expiration of any  
Suspension Period, the Company shall prepare and file with  
the Commission and furnish a supplement or amendment to such  
Prospectus so that, as thereafter deliverable to the  
purchasers of such Registrable Securities, such Prospectus  
will not contain any untrue statement of a material fact or  
omit to state a material fact necessary to make the  
statements therein, in light of the circumstances under  
which they were made, not misleading. 
 
	(g)	The Company shall make generally available to the  
Holders an earnings statement satisfying the provisions of  
Section 11(a) of the Securities Act no later than 45 days  
(90 days in the event it relates to a fiscal year) after the  
end of the 12-month period beginning with the first day of  
the Company's first fiscal quarter commencing after the  
effective date of a Registration Statement, which earnings  
statement shall cover said 12-month period, and which  
requirement will be deemed to be satisfied if the Company  
timely files complete and accurate information on forms  
10-Q, 10-K and 8-K under the Exchange Act and otherwise  
complies with Rule 158 under the Securities Act. 
 
	(h)	The Company shall promptly use its reasonable  
business efforts to prevent the issuance of any order  
suspending the effectiveness of a Registration Statement,  
and if one is issued use its reasonable business efforts to  
obtain the withdrawal of any order suspending the  
effectiveness of a Registration Statement at the earliest  
possible moment. 
 
	(i)	The Company shall, if requested by the managing  
underwriter or underwriters, if any, Holders' Counsel, or  
any Holder promptly incorporate in a Prospectus supplement  
or post-effective amendment such information as such  
managing underwriter or underwriters reasonably requests, or  
Holders' Counsel reasonably requests, to be included  
therein, including, without limitation, with respect to the  
Registrable Securities being sold by such Holder to such  
underwriter or underwriters, the purchase price being paid  
therefor by such underwriter or underwriters and with  
respect to any other terms of an underwritten offering of  
the Registrable Securities to be sold in such offering, and  
promptly make all required filings of such Prospectus  
supplement or post-effective amendment. 
 
	(j)	The Company shall, as promptly as practicable  
after filing with the Commission any document which is  
incorporated by reference into a Registration Statement (in  
the form in which it was incorporated), deliver a copy of  
each such document to each of the Holders and to Holders'  
Counsel. 
 
	(k)	The Company shall cooperate with the Holders and  
the managing underwriter or underwriters, if any, to  
facilitate the timely preparation and delivery of  
certificates (which shall not bear any restrictive legends  
unless required under applicable law) representing  
securities sold under a Registration Statement, and enable  
such securities to be in such denominations and registered  
in such names as the managing underwriter or underwriters,  
if any, or such Holders may reasonably request and keep  
available and make available to the Company's transfer agent  
prior to the effectiveness of such Registration Statement a  
supply of such certificates. 
 
	(l)	The Company shall enter into such customary  
agreements (including, if applicable, an underwriting  
agreement in customary form) and take such other actions as  
the Holders or the underwriters retained by the Holders  
participating in an underwritten public offering, if any,  
may reasonably request in order to expedite or facilitate  
the disposition of Registrable Securities. 
 
	(m)	The Company shall promptly make available to each  
Holder, any underwriter participating in any disposition  
pursuant to a Registration Statement, and any attorney,  
accountant or other agent or representative retained by any  
such Holder or underwriter (collectively, the "Inspectors"),  
all financial and other records, pertinent corporate  
documents and properties of the Company (collectively, the  
"Records"), as shall be reasonably necessary to enable them  
to exercise their due diligence responsibility, and cause  
the Company's officers, directors and employees to supply  
all information reasonably requested by any such Inspector  
in connection with such Registration Statement; provided  
that, unless the disclosure of such Records is necessary to  
avoid or correct a misstatement or omission in such  
Registration Statement or the release of such Records is  
ordered pursuant to a subpoena or other order from a court  
of competent jurisdiction, the Company shall not be required  
to provide any information under this paragraph (1) if the  
Company believes, after consultation with counsel for the  
Company and counsel for the Holders, that to do so would  
cause the Company to forfeit an attorney-client privilege  
that was applicable to such information or (2) if either (i)  
the Company has requested and been granted from the  
Commission confidential treatment of such information  
contained in any filing with the Commission or documents  
provided supplementally or otherwise or (ii) the Company  
reasonably determines in good faith that such Records are  
confidential and so notifies the Inspectors in writing  
unless prior to furnishing any such information with respect  
to (i) or (ii) such Holder of Registrable Securities  
requesting such information agrees to enter into a  
confidentiality agreement in customary form and subject to  
customary exceptions; and provided, further that each Holder  
of Registrable Securities agrees that it will, upon learning  
that disclosure of such Records is sought in a court of  
competent jurisdiction, give notice to the Company and allow  
the Company at its expense, to undertake appropriate action  
and to prevent disclosure of the Records deemed  
confidential. 
 
	(n)	In the case of any underwritten public offering,  
the Company shall furnish to each Holder and to each  
underwriter a signed counterpart, addressed to such Holder  
or underwriter, of (i) an opinion or opinions of counsel to  
the Company, and (ii) a comfort letter or comfort letters  
from the Company's independent public accountants, each in  
customary form and covering such matters of the type  
customarily covered by opinions or comfort letters, as the  
case may be, as the managing underwriter therefor reasonably  
requests. 
 
	(o)	The Company shall cause the shares of Common Stock  
included in a Registration Statement to be listed on the  
American Stock Exchange or such other securities exchange on  
which similar securities issued by the Company are then  
listed. 
 
	(p)	The Company shall provide a CUSIP number for all  
Registrable Securities covered by a Registration Statement  
not later than the effective date of such Registration  
Statement. 
 
	(q)	The Company shall cooperate with each Holder and  
each underwriter participating in the disposition of  
Registrable Securities and their respective counsel in  
connection with any filings required to be made with the  
National Association of Securities Dealers, Inc. ("NASD"). 
 
	(r)	The Company shall, during the period when the  
Prospectus is required to be delivered under the Securities  
Act, promptly file all documents required to be filed with  
the Commission pursuant to Sections 13(a), 13(c), 14 or  
15(d) of the Exchange Act. 
 
	(s)	The Company shall appoint a transfer agent and  
registrar for all the shares of Common Stock covered by a  
Registration Statement not later than the effective date of  
such Registration Statement. 
 
	(t)	In connection with an underwritten offering, the  
Company will participate, to the extent reasonably requested  
by the managing underwriter for the offering or the Holders,  
in customary efforts to sell the securities under the  
offering, including without limitation, participating in  
"road shows." 
 
	Section 5.  Suspension Period. 
 
	In the case of a Shelf Registration Statement, each Holder,  
upon receipt of any notice (a "Suspension Notice") from the  
Company of the happening of any event of the kind described in  
Section 4(f)(vi) or of any event which, in the Company's  
reasonable business judgment, could become such an event, shall  
forthwith discontinue disposition of the Registrable Securities  
pursuant to the Shelf Registration Statement covering such  
Registrable Securities until such Holder's receipt of the copies  
of the supplemented or amended Prospectus contemplated by Section  
4(f) or until it is advised in writing (the "Advice") by the  
Company that the use of the Prospectus may be resumed, and has  
received copies of any additional or supplemental filings which  
are incorporated by reference in the Prospectus, and, if so  
directed by the Company, such Holder will, or will request the  
managing underwriter or underwriters, if any, to, deliver to the  
Company (at the Company's expense) all copies, other than  
permanent file copies then in such Holder's possession, of the  
Prospectus covering such Registrable Securities current at the  
time of receipt of such notice; provided, however, that (w) the  
Company shall not give a Suspension Notice until after the Shelf  
Registration Statement has been declared effective, (x) the  
Company shall not give more than three Suspension Notices during  
any period of twelve consecutive months, (y) in no event shall  
the period from the date on which any Holder receives a  
Suspension Notice to the date on which any Holder receives either  
the Advice or copies of the supplemented or amended Prospectus  
contemplated by Section 4(f) (the "Suspension Period") exceed 60  
days and (z) in no event shall the aggregate length of all  
Suspension Periods during any period of twelve consecutive months  
exceed 90 days.  In the event that the Company shall give any  
Suspension Notice, (i) the Company shall use its reasonable  
business efforts and take such actions as are reasonably  
necessary to render the Advice and end the Suspension Period as  
promptly as practicable and (ii) the time periods for which a  
Shelf Registration Statement is required to be kept effective  
pursuant to Section 2 hereof shall be extended by the number of  
days during the Suspension Period. 
 
Section 6.	Holder Information.  
 
	 If any Registration Statement refers to any Holder by name  
or otherwise as the holder of any securities of the Company, then  
such Holder shall have the right, to the extent permitted by law,  
to require (i) the insertion therein of language, in form and  
substance reasonably satisfactory to such Holder, to the effect  
that the holding by such Holder of such securities is not to be  
construed as a recommendation by such Holder of the investment  
quality of the Company's securities covered thereby and that such  
holding does not imply that such Holder will assist in meeting  
any future financial requirements of the Company, or (ii) in the  
event that such reference to such Holder by name or otherwise is  
not required by the Securities Act or any similar Federal or  
state "blue sky" statute and the rules and regulations thereunder  
then in force, the deletion of the reference to such Holder. 
 
	Section 7.	Registration Expenses.  	 
 
	Any and all expenses incident to the Company's performance  
of or compliance with this Agreement, including without  
limitation all Commission and securities exchange, NASDAQ or NASD  
registration and filing fees, all fees and expenses incurred in  
connection with compliance with state securities or "blue sky"  
laws (including reasonable fees and disbursements of counsel for  
any underwriters in connection with "blue sky" qualifications of  
the Registrable Securities), printing expenses, messenger and  
delivery expenses, internal expenses (including, without  
limitation, all salaries and expenses of the Company's officers  
and employees performing legal or accounting duties), all  
expenses for word processing, printing and distributing any  
Registration Statement, any Prospectus, any amendments or  
supplements thereto, any underwriting agreements, securities  
sales agreements and other documents relating to the performance  
of and compliance with this Agreement, the fees and expenses  
incurred in connection with the listing of the Registrable  
Securities, the fees and disbursements of counsel for the Company  
and of the independent certified public accountants of the  
Company (including the expenses of any comfort letters or costs  
associated with the delivery by independent certified public  
accountants of a comfort letter or comfort letter requested  
pursuant to Section 4(n)) Securities Act liability insurance (if  
the Company elects to obtain such insurance), the reasonable fees  
and expenses of any special experts or other Persons retained by  
the Company in connection with any registration, the reasonable  
fees and disbursements of Holders' Counsel and any reasonable  
out-of-pocket expenses of the Holders and their agents (other  
than their counsel) including any reasonable travel costs (all  
such expenses being herein called "Registration Expenses"), will  
be borne by the Company whether or not the Registration Statement  
to which such expenses relate becomes effective provided,  
however, that Registration Expenses shall not include (i)  
underwriting discounts and commissions and transfer taxes, if  
any, relating to the sale or disposition of Registrable  
Securities or (ii) any fees or expenses of any counsel,  
accountants or other persons retained or employed by the Holders  
other than as provided above. 
 
	Section 8.	Indemnification and Contribution. 
 
	(a)	Indemnification by the Company.  The Company agrees to  
indemnify and hold harmless, to the full extent permitted by law,  
each Holder, its partners, officers, directors, trustees,  
stockholders, employees, agents and investment advisers, and each  
Person who controls such Holder within the meaning of either  
Section 15 of the Securities Act or Section 20 of the Exchange  
Act, or is under common control with, or is controlled by, such  
Holder, together with the partners, officers, directors,  
trustees, stockholders, employees and agents of such controlling  
Person (collectively, the "Controlling Persons"), from and  
against all losses, claims, damages, liabilities and expenses  
(including without limitation any legal or other fees and  
expenses reasonably incurred by any Holder or any such  
Controlling Person in connection with defending or investigating  
any action or claim in respect thereof) (collectively, the  
"Damages") to which such Holder, its partners, officers,  
directors, trustees, stockholders, employees, agents and  
investment advisers, and any such Controlling Person may become  
subject under the Securities Act or otherwise, insofar as such  
Damages (or proceedings in respect thereof) arise out of or are  
based upon any untrue or alleged untrue statement of material  
fact contained in any Registration Statement (or any amendment  
thereto) pursuant to which Registrable Securities were registered  
under the Securities Act, including all documents incorporated  
therein by reference, or caused by any omission or alleged  
omission to state therein a material fact necessary to make the  
statements therein in light of the circumstances under which they  
were made not misleading, or caused by any untrue statement or  
alleged untrue statement of a material fact contained in any  
Prospectus (as amended or supplemented if the Company shall have  
furnished any amendments or supplements thereto), or caused by  
any omission or alleged omission to state therein a material fact  
necessary to make the statements therein in light of the  
circumstances under which they were made not misleading, except  
insofar as such Damages arise out of or are based upon any such  
untrue statement or omission based upon information relating to  
such Holder furnished in writing to the Company by such Holder  
expressly for use therein.  In connection with an underwritten  
offering, the Company will indemnify the underwriters thereof,  
their officers and directors and each Person who controls such  
underwriters (within the meaning of either Section 15 of the  
Securities Act or Section 20 of the Exchange Act) to the same  
extent as provided above with respect to the indemnification of  
the Holders of Registrable Securities except with respect to  
information provided by the underwriter specifically for  
inclusion therein. 
 
	(b)	Indemnification by the Holders.  Each Holder agrees,  
severally and not jointly, to indemnify and hold harmless the  
Company, its directors, officers and each Person, if any, who  
controls the Company within the meaning of either Section 15 of  
the Securities Act or Section 20 of the Exchange Act to the same  
extent as the foregoing indemnity from the Company to such  
Holder, but only with reference to information relating to such  
Holder furnished to the Company in writing by such selling Holder  
expressly for use in any Registration Statement (or any amendment  
thereto) or any Prospectus (or any amendment or supplement  
thereto); provided, however, that such selling Holder shall not  
be obligated to provide such indemnity to the extent that such  
Damages result from the failure of the Company to promptly amend  
or take action to correct or supplement any such Registration  
Statement or Prospectus on the basis of corrected or supplemental  
information provided in writing by such selling Holder to the  
Company expressly for such purpose.  In no event shall the  
liability of any Holder of Registrable Securities hereunder be  
greater in amount than the amount of the proceeds received by  
such Holder upon the sale of the Registrable Securities giving  
rise to such indemnification obligation. 
 
	(c)	Indemnification Procedures.  In case any proceeding  
(including any governmental investigation) shall be instituted  
involving any Person in respect of which indemnity may be sought  
pursuant to either paragraph (a) or (b) above, such Person (the  
"indemnified party") shall promptly notify the Person against  
whom such indemnity may be sought (the "indemnifying party") in  
writing and the indemnifying party shall retain counsel  
reasonably satisfactory to the indemnified party to represent the  
indemnified party and any others the indemnifying party may  
designate in such proceedings and shall pay the fees and  
disbursements of such counsel relating to such proceeding.  In  
any such proceeding, any indemnified party shall have the right  
to retain its own counsel, but the fees and expenses of such  
counsel shall be at the expense of such indemnified party unless  
(i) the indemnifying party and the indemnified party shall have  
mutually agreed to the retention of such counsel, or (ii) the  
indemnifying party fails promptly to assume the defense of such  
proceeding or fails to employ counsel reasonably satisfactory to  
such indemnified party or parties, or (iii) (A) the named parties  
to any such proceeding (including any impleaded parties) include  
both such indemnified party or parties and any indemnifying party  
or an Affiliate of such indemnified party or parties or of any   
indemnifying party, (B) there may be one or more defenses  
available to such indemnified party or parties or such Affiliate  
of such indemnified party or parties that are different from or  
additional to those available to any indemnifying party or such  
Affiliate of any indemnifying party and (C) such indemnified  
party or parties shall have been advised by such counsel that  
there may exist a conflict of interest between or among such  
indemnified party or parties or such Affiliate of such  
indemnified party or parties and any indemnifying party or such  
Affiliate of any indemnifying party, in which case, if such  
indemnified party or parties notifies the indemnifying party or  
parties in writing that it elects to employ separate counsel of  
its choice at the expense of the indemnifying parties, the  
indemnifying parties shall not have the right to assume the  
defense thereof and such counsel shall be at the expense of the  
indemnifying parties, it being understood, however, that unless  
there exists a conflict among indemnified parties, the  
indemnifying parties shall not, in connection with any one such  
proceeding or separate but substantially similar or related  
proceedings in the same jurisdiction, arising out of the same  
general allegations or circumstances, be liable for the fees and  
expenses of more than one separate firm of attorneys (together  
with appropriate local counsel) at any time for such indemnified  
party or parties.  The indemnifying party shall not be liable for  
any settlement of any proceeding effected without its written  
consent but, if settled with such consent or if there be a final  
judgment for the plaintiff, the indemnifying party agrees to  
indemnify the indemnified party or parties 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 such indemnified party  
is a party, and indemnity could have been sought hereunder by  
such indemnified party, unless such settlement includes an  
unconditional release of such indemnified party from all  
liability on claims that are the subject matter of such  
proceeding. 
 
	(d)	Contribution.  To the extent that the indemnification  
provided for in paragraph (a) or (b) of this Section 8 is  
unavailable to an indemnified party or insufficient in respect of  
any Damages, then each indemnifying party under such paragraph,  
in lieu of indemnifying such indemnified party thereunder, shall  
contribute to the amount paid or payable by such indemnified  
party as a result of such Damages in such proportion as is  
appropriate to reflect the relative fault of the Company on the  
one hand and the Holders on the other hand in connection with the  
statements or omissions that resulted in such Damages, as well as  
any other relevant equitable considerations.  The relative fault  
of the Company on the one hand and of the Holders on the other  
hand shall be determined by reference to, among other things,  
whether the untrue or alleged untrue statement of a material fact  
or the omission or alleged omission to state a material fact  
relates to information supplied by the Company or by the Holders  
and the parties' relative intent, knowledge, access to  
information and opportunity to correct or prevent such statement  
or omission. 
 
	Notwithstanding the provisions of this Section 8(d), no  
Holder shall be required to contribute any amount in excess of  
the amount by which the total price at which the Registrable  
Securities of such Holder were offered to the public (less any  
underwriting discounts and commissions) exceeds the amount of any  
damages which such Holder has otherwise been required to pay by  
reason of such untrue statement or omission.  Each Holder's  
obligation to contribute pursuant to this Section 8(d) is several  
in the proportion that the proceeds of the offering received by  
such Holder bears to the total proceeds of the offering received  
by all the Holders and not joint. 
 
	If indemnification is available under paragraph (a) or (b)  
of this Section 8, the indemnifying parties shall indemnify each  
indemnified party to the full extent provided in such paragraphs  
without regard to the relative fault of said indemnifying party  
or indemnified party or any other equitable consideration  
provided for in this Section 8(d). 
 
	The Company and each Holder agrees that it would not be just  
or equitable if contribution pursuant to this Section 8(d) were  
determined by pro rata allocation or by any other method of  
allocation that does not take account of the equitable  
considerations referred to herein.  The amount paid or payable by  
an indemnified party as a result of the Damages referred to in  
this Section 8 shall be deemed to include, subject to the  
limitations set forth above, any legal or other expenses  
reasonably incurred (and not otherwise reimbursed) by such  
indemnified party in connection with investigating or defending  
any such action or claim.  No person guilty of fraudulent  
misrepresentation (within the meaning of Section 11(f) of the  
Securities Act) shall be entitled to contribution from any person  
who was not guilty of such fraudulent misrepresentation.  The  
remedies provided for in this Section 8 are not exclusive and  
shall not limit any rights or remedies which may otherwise be  
available to any indemnified party at law or in equity. 
 
	Section 9.	Rule 144 Provisions. 
 
	(a)	Rule 144.  The Company covenants that it will file any  
reports required to be filed by it under the Securities Act and  
the Exchange Act (or, if the Company is not required to file such  
reports, it will, upon the request of any Holder, make publicly  
available other information so long as necessary to permit sales  
under Rule 144 under the Securities Act), and it will take such  
further action as any Holder may reasonably request, all to the  
extent required from time to time to enable such Holder to sell  
Registrable Securities without registration under the Securities  
Act within the limitation of the exemptions provided by (a) Rule  
144 under the Securities Act, as such Rules may be amended from  
time to time, or (b) any similar rule or regulation hereafter  
adopted by the Commission.  Upon the request of any Holder, the  
Company will deliver to such Holder a written statement as to  
whether it has complied with such requirements. 
 
	(b)	Rule 144A.  Upon the request of any Holder, the Company  
shall deliver to such holder within 10 days following receipt by  
the Company of such request, the information required by Section  
(d)(4) of Rule 144A under the Securities Act, as such rule may be  
amended from time to time or any similar rule or regulation  
hereafter adopted by the Commission ("Rule 144A"), and will take  
such further action as any Holder may reasonably request, all to  
the extent required from time to time to enable such Holder to  
sell Registrable Securities without registration under the  
Securities Act within the limitations or the exemptions provided  
by Rule 144A.  All information shall be "reasonably current" as  
defined in Rule 144A. 
 
	Section 10.	Restrictions on Sale by the Company and  
Others. 
 
	In the event of an underwritten public offering for the  
account of the Company with respect to which the Holders have the  
right to exercise their rights to Piggy-Back Registration  
pursuant to Section 3 hereof, upon the written request (the  
"Lock-up Request") of the managing underwriter (or underwriters)  
of such offering, which request shall be made at least 20 days  
prior to the anticipated effective date of the Registration  
Statement for such offering, each Holder agrees not to effect any  
public sale or distribution of any securities similar to those  
being registered in such offering (other than pursuant to such  
offering), including without limitation, through sales of  
Registrable Securities pursuant to the Shelf Registration  
Statement, during the 10 days prior to, and during the 90-day  
period beginning on, the effective date of the Registration  
Statement relating to such offering.  
 
	Section 11.	Miscellaneous. 
 
	(a)	Amendments and Waivers.  The provisions of this  
Agreement, including the provisions of this sentence, may not be  
amended, modified or supplemented, and waivers or consents to  
departures from the provisions hereof may not be given unless the  
Company has obtained the written consent of the Holders of a  
majority in interest of the Registrable Securities then  
outstanding. 
 
	(b)	Notices.  All notices and other communications provided  
for or permitted hereunder shall be in writing and shall be  
deemed to have been duly given if delivered personally or sent by  
telecopier, registered or certified mail (return receipt  
requested), postage prepaid or courier to the parties at their  
respective addresses set forth on the signature pages hereof  (or  
at such other address for any party as shall be specified by like  
notice, provided that notices of a change of address shall be  
effective only upon receipt thereof).  All such notices and  
communications shall be deemed to have been received:  at the  
time delivered by hand, if personally delivered; five business  
days after being deposited in the mail, postage prepaid, if  
mailed; when receipt is acknowledged, if telecopied; and on the  
next business day if timely delivered to a courier guaranteeing  
overnight delivery. 
 
	(c)	Successors and Assigns.  This Agreement shall inure to  
the benefit of and be binding upon the successors, assigns and  
transferees of each of the parties, including, without limitation  
and without the need for an express assignment, subsequent  
Holders.  If any transferee of any Holder shall acquire  
Registrable Securities in any manner, whether by operation of law  
or otherwise, such Registrable Securities shall be held subject  
to all of the terms of this Agreement, and by taking and holding  
such Registrable Securities such person shall be conclusively  
deemed to have agreed to be bound by and to perform all of the  
terms and provisions of this Agreement and such person shall be  
entitled to receive the benefits hereof. 
 
	(d)	Counterparts.  This Agreement may be executed in any  
number of counterparts and by the parties hereto in separate  
counterparts, each of which when so executed shall be deemed to  
be an original and all of which taken together shall constitute  
one and the same agreement. 
 
	(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.  This Agreement shall be governed by and  
construed in accordance with the laws of the State of New York  
without regard to principles of conflicts of law. 
 
	(g)	Severability.  In the event that any one or more of the  
provisions contained herein, or the application thereof in any  
circumstances, is held invalid, illegal or unenforceable in any  
respect for any reason, the validity, legality and enforceability  
of any such provision in every other respect and of the remaining  
provisions contained herein shall not be in any way impaired  
thereby, it being intended that all of the rights and privileges  
of the Holders shall be enforceable to the fullest extent  
permitted by law. 
 
	(h)	Entire Agreement.  This Agreement is intended by the  
parties as a final expression of their agreement and is intended  
to be the complete and exclusive statement of the agreement and  
understanding of the parties hereto in respect of the subject  
matter contained herein.  There are no restrictions, promises,  
warranties or undertakings, other than those set forth or  
referred to herein.  This Agreement supersedes all prior  
agreements and understandings between the parties with respect to  
such subject matter. 
 
	(i)	Attorneys' Fees.  In any action or proceeding brought  
to enforce any provision of this Agreement or where any provision  
hereof is validly asserted as a defense, the successful party  
shall, to the extent permitted by applicable law, be entitled to  
recover reasonable attorneys' fees and expenses in addition to  
any other available remedy.  
 
	(j)	Further Assurances.  Each party shall cooperate and  
take such action as may be reasonably requested by another party  
in order to carry out the provisions and purposes of this  
Agreement and the transactions contemplated hereby. 
 
	(k)	Remedies. Except as provided in Section 2 of this  
Agreement with respect to liquidated damages, in the event of a  
breach or a threatened breach by any party to this Agreement of  
its obligations under this Agreement, any party injured or to be  
injured by such breach will be entitled to specific performance  
of its rights under this Agreement or to injunctive relief, in  
addition to being entitled to exercise all rights provided in  
this Agreement and granted by law.  Except as otherwise provided  
in Section 2 of this Agreement with respect to liquidated  
damages, the parties agree that the provisions of this Agreement  
shall be specifically enforceable, it being agreed by the parties  
that the remedy at law, including monetary damages, is inadequate  
and that any objection in any action for specific performance or  
injunctive relief that a remedy at law would be adequate is  
waived. 
 
	(l)	Limitation of Liability.  Each party to this Agreement  
hereby acknowledges and agrees to the limitation of liability  
with respect to certain of the Holders as set forth on such  
Holder's signature page. 
 
 
	IN WITNESS WHEREOF, the parties have caused this  
Registration Rights Agreement to be duly executed by their  
respective officers hereunto duly authorized, as of the day and  
year first above written. 
 
 
KEY ENERGY GROUP, INC. 
 
 
 
By:						 
      Name:	Francis D. John 
      Title: 	Chief Executive Officer 
 
Address:	255 Livingston Avenue 
		New Brunswick, New Jersey  08901 
		Telecopier:  (908) 247-5148