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                                                                    EXHIBIT 10.5

                         REGISTRATION RIGHTS AGREEMENT

         Registration Rights Agreement (the "Agreement"), dated as of August
31, 1999, by and among Altiva Financial Corporation, a Delaware corporation
(the "Company"), and Holders (as defined herein) of the Company's 12% Secured
Convertible Notes due 2006 (the "Notes").

         WHEREAS, the Company has issued to Holders $7,000,000 principal amount
of the Notes; and

         WHEREAS, the Notes are convertible, subject to certain conditions,
into 1,400,000 shares of the common stock of the Company, par value $0.01 (the
"Common Stock") (such shares, subject to adjustment in accordance with the
terms of the Notes are herein after referred to as the "Securities"); and

         WHEREAS, as an inducement to Holders to purchase the Notes, the
Company agreed to register the Securities into which the Notes are convertible;

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
by all parties hereto, the parties, intending to be legally obligated, hereby
agree as follows:

SECTION 1. DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "Act": The Securities Act of 1933, as amended.

         "Broker-Dealer": Any broker or dealer registered as such under the
Exchange Act.

         "Closing Date": The date of this Agreement.

         "Commission" or "SEC ": The United States Securities and Exchange
Commission.

         "DTC": The Depository Trust Company.

         "Effectiveness Target Date": As defined in Section 3 hereof.

         "Exchange Act": The Securities Exchange Act of 1934, as amended.


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         "Holders": As defined in Section 2(b) hereof.

         "Indemnified Holder": As defined in Section 7(a) hereof.

         "NASD": National Association of Securities Dealers, Inc.

         "Person": An individual, partnership, corporation, trust or
unincorporated organization, or a government or an agency, authority or
political subdivision thereof.

         "Prospectus": The prospectus included in a Resale Registration
Statement, as amended or supplemented, including post-effective amendments,
thereto.

         "Registration Default": As defined in Section 4 hereof.

         "Resale Registration Statement": As defined in Section 3 hereof.

         "Securities": As defined in the preamble hereto.

         "Transfer Restricted Securities": Each Security, until the earliest to
occur of (a) the date on which such Security has been effectively registered
under the Act and disposed of in accordance with a Resale Registration
Statement or other applicable registration statement and (b) the date on which
such Security is distributed to the public pursuant to Rule 144 under the Act
or may be sold to the public without compliance with such rule.

         "Underwritten Registration" or "Underwritten Offering": An offering in
which securities of the Company are sold to an underwriter for reoffering to
the public pursuant to an effective registration statement filed with the
Commission.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

         (A) TRANSFER RESTRICTED SECURITIES. The Transfer Restricted Securities
are subject to the terms of this Agreement and may be sold in accordance with
the provisions hereof.

         (B) HOLDERS OF TRANSFER RESTRICTED SECURITIES. A Person is deemed to
be a holder of Transfer Restricted Securities (each, a "Holder") whenever such
Person owns (i) Notes, directly or indirectly through a participation interest
therein, or (ii) Securities prior to (A) the resale of Securities in accordance
with the terms hereof or (B) the time that such Securities are no longer
considered to be Transfer Restricted Securities.

SECTION 3. RESALE REGISTRATION STATEMENT

         (A) REGISTRATION. The Company shall cause to be filed with the
Commission promptly after the Closing Date, but in no event later than November
30, 1999, one or more registration


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statements on Form S-1, S-2 or S-3, or other applicable form (each a "Resale
Registration Statement"), and use its reasonable best efforts to cause such
Resale Registration Statement to be declared effective by the Commission on or
before the date of the meeting of the stockholders of Altiva called for the
purpose of approving the conversion features of the Notes, but in no event
later than February 28, 2000 (the "Effectiveness Target Date"). In connection
with the foregoing, the Company shall (A) file all pre-effective amendments to
such Resale Registration Statement as may be necessary in order to cause such
Resale Registration Statement to become effective, (B) if applicable, file a
post-effective amendment to such Resale Registration Statement pursuant to Rule
430A under the Securities Act and (C) cause all necessary filings in connection
with the registration and qualification of the Securities to be made under the
state securities and Blue Sky laws of such jurisdictions as are necessary.
Subject to the provisions of Section 5(c) hereof, the Company shall use its
reasonable best efforts to keep such Resale Registration Statement continuously
effective, supplemented and amended to the extent necessary to ensure that it
is available for resales of Securities by the Holders of Transfer Restricted
Securities entitled to the benefit of this Section 3(a), and to ensure that it
conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, and all
state securities or Blue Sky laws until the earlier of (i) the sale of all
Securities in accordance with a Resale Registration Statement or (ii) the date
on which all Transfer Restricted Securities may be sold without restriction
pursuant to Rule 144 under the Act.

         (B) PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Resale Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within twenty (20) business days after receipt of a
request therefor, such information as the Company may reasonably request for
use in connection with any Resale Registration Statement or Prospectus or
preliminary Prospectus included therein. No Holder of Transfer Restricted
Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof
unless and until such Holder shall have used its reasonable best efforts to
provide all such reasonably requested information. Each Holder as to which any
Resale Registration Statement is being effected agrees to promptly furnish to
the Company any and all information required to be disclosed in order to make
the information previously furnished to the Company by such Holder not
materially misleading.

SECTION 4. LIQUIDATED DAMAGES

         If (a) the Company shall not have filed the Resale Registration
Statement with the Commission on or prior to November 30, 1999, (b) the Resale
Registration Statement shall not have been declared effective by the SEC by the
Effectiveness Target Date or (c) the Resale Registration Statement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within ten (10)
business days by a post-effective amendment that cures such failure and that is
itself declared effective within thirty (30) business days (each such event
referred to in clauses (a) through (c), a "Registration Default"), additional
cash interest ("Liquidated Damages") shall accrue to each Holder of the Notes
commencing upon the


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occurrence of such Registration Default in an amount equal to $0.05 per week
per $1,000 principal amount of the Notes held by such Holder during the ninety
(90) day period following the occurrence of such Registration Default. The
amount of Liquidated Damages will increase by an additional $0.05 per week per
$1,000 principal amount of the Notes with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of Liquidated Damages for all Registration Defaults of $0.50 per week per
$1,000 principal amount of Notes. All accrued Liquidated Damages shall be paid
to Holders by the Company in the same manner as interest is paid pursuant to
the Notes. Following the cure of all Registration Defaults relating to any
particular Transfer Restricted Securities, the accrual of Liquidated Damages
with respect to such Transfer Restricted Securities will cease.

         All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Transfer Restricted Security at the
time such Security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such Security shall
have been satisfied in full.

SECTION 5. REGISTRATION PROCEDURES

         (A) RESALE REGISTRATION STATEMENT. In connection with each Resale
Registration Statement, the Company shall comply with all the provisions of
Section 5(b) below and shall file and use its reasonable best efforts to effect
such registration to permit the sale of the Transfer Restricted Securities in
accordance with the terms of this Agreement.

         (B) GENERAL PROVISIONS. In connection with any Resale Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
the Securities by Broker-Dealers), the Company shall:

             (i)   use its reasonable best efforts to keep such Resale
         Registration Statement continuously effective and provide all
         requisite financial statements during the period specified in Section
         3 of this Agreement, and upon the occurrence of any event that would
         cause any such Resale Registration Statement or the Prospectus
         contained therein (A) to contain a material misstatement or omission
         or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement,
         the Company shall file promptly, and as appropriate, an amendment or
         supplement to such Resale Registration Statement, in the case of
         clause (A), correcting any such misstatement or omission, and, in the
         case of either clause (A) or (B), use its reasonable best efforts to
         cause such amendment to be declared effective and such Resale
         Registration Statement and the related Prospectus to become usable for
         their intended purpose(s) as soon as practicable thereafter;

             (ii)   prepare and file with the Commission such amendments and
         post-effective amendments to the Resale Registration Statement as may
         be necessary to keep the Resale


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         Registration Statement effective for the applicable period set forth
         in Section 3 hereof or such shorter period as will terminate when all
         Transfer Restricted Securities covered by such Resale Registration
         Statement cease to be Transfer Restricted Securities; cause the
         Prospectus to be supplemented by any required Prospectus supplement,
         and as so supplemented to be filed pursuant to Rule 424 under the Act
         in a timely manner; and reasonably assist Holders in complying with
         the provisions of the Act with respect to the disposition of all
         Securities covered by such Resale Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Resale
         Registration Statement or supplement to the Prospectus;

             (iii)  advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons in writing, to confirm such
         advice in writing, (A) when the Prospectus or any Prospectus
         supplement or post-effective amendment has been filed, and, with
         respect to any Resale Registration Statement or any post-effective
         amendment thereto, when the same has become effective, (B) of any
         request by the Commission for amendments to the Resale Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order or other order or action suspending the
         effectiveness of the Resale Registration Statement under the Act or of
         the suspension by any state securities or Blue Sky commission of the
         exemption, qualification or registration of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, or (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Resale Registration
         Statement, the Prospectus, any amendment or supplement thereto, or any
         document incorporated by reference therein untrue, or that requires
         the making of any additions to or changes in the Resale Registration
         Statement or the Prospectus in order to make the statements therein,
         in light of the circumstances under which they were made, not
         misleading. If at any time the Commission shall issue any stop order
         or other order or take other action suspending the effectiveness of
         the Resale Registration Statement, or any state securities commission
         or other regulatory authority shall issue an order suspending the
         exemption, qualification or registration of the Transfer Restricted
         Securities under state securities or Blue Sky laws, the Company shall
         use its reasonable best efforts to obtain the withdrawal or lifting of
         such order at the earliest possible time;

             (iv)   furnish to each of the selling Holders and each of the
         underwriter(s), if any, before filing with the Commission, copies of
         any Resale Registration Statement or any Prospectus included therein
         or any amendments or supplements to any such Resale Registration
         Statement or Prospectus (including all documents incorporated by
         reference after the initial filing of such Resale Registration
         Statement), which documents will be subject to the review of such
         Holders and underwriter(s), if any, for a period of at least five (5)
         business days, and the Company will not file any such Resale
         Registration Statement or Prospectus or any amendment or supplement to
         any such Resale Registration Statement or


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         Prospectus (including all such documents incorporated by reference) to
         which a selling Holder of Transfer Restricted Securities covered by
         such Resale Registration Statement or the underwriter(s), if any,
         shall reasonably object within five (5) business days after the
         receipt thereof. A selling Holder or underwriter, if any, shall be
         deemed to have reasonably objected to such filing if such Resale
         Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains a material misstatement
         or omission;

             (v)    make available at reasonable times and upon reasonable
         notice for inspection by the selling Holders, any underwriter
         participating in any disposition pursuant to such Resale Registration
         Statement and any attorney or accountant retained by such selling
         Holders or any of the underwriter(s), all financial and other records,
         pertinent corporate documents and properties of the Company and cause
         the Company's officers, directors and employees to supply all
         information reasonably requested by any such Holder, underwriter,
         attorney or accountant in connection with such Resale Registration
         Statement subsequent to the filing thereof and prior to its
         effectiveness;

             (vi)   if requested by any selling Holders or the underwriter(s),
         if any, promptly incorporate in any Resale Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment, if
         necessary, such information as such selling Holders and underwriter(s),
         if any, may reasonably request to have included therein, provided such
         information is usual and customary in such a document, including,
         without limitation, information relating to the "Plan of Distribution"
         of the Transfer Restricted Securities, information with respect to the
         Transfer Restricted Securities being sold to such underwriter(s) and
         any other terms of the offering of the Transfer Restricted Securities
         to be sold in such offering, and make all required filings of such
         Prospectus supplement or post-effective amendment as soon as
         practicable after the Company is notified of the matters to be
         incorporated in such Prospectus supplement or post-effective amendment;

             (vii)  furnish to each selling Holder and each of the
         underwriter(s), if any, without charge, one copy of the Resale
         Registration Statement, as first filed with the Commission, and of
         each amendment thereto, including all documents incorporated by
         reference therein and all exhibits;

             (viii) deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) and any amendment
         or supplement thereto as such Persons reasonably may request; and the
         Company hereby consents to the use of the Prospectus and any amendment
         or supplement thereto (other than in those states or jurisdictions in
         which the Company has not complied with or satisfied the requirements
         of the relevant securities or Blue Sky laws) by each of the selling
         Holders and each of the underwriter(s), if any, in connection with the
         offering and the sale of the Transfer Restricted Securities covered by
         the Prospectus or any amendment or supplement thereto;


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             (ix)   enter into such agreements (including an underwriting
         agreement), and make such representations and warranties and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of the Transfer Restricted Securities
         pursuant to any Resale Registration Statement contemplated by this
         Agreement, all to the extent customary in offerings of the type
         contemplated hereby and as may be reasonably requested by any Holder
         of Transfer Restricted Securities or underwriter in connection with
         any sale or resale pursuant to any Resale Registration Statement
         contemplated by this Agreement; and if the registration is an
         Underwritten Registration, the Company shall:

                    (A)  furnish to each selling Holder and each underwriter, if
         any, in such substance and scope as they may request and as are
         customarily made by issuers to underwriters in primary underwritten
         offerings, upon the date of the effectiveness of the Resale Resale
         Registration Statement:

                         (1) a certificate, dated the date of effectiveness
                    of the Resale Resale Registration Statement, signed by (i)
                    the President or any Vice President and (ii) a principal
                    financial or accounting officer of the Company,
                    confirming, as of the date thereof, that the
                    representations and warranties of the Company in the
                    underwriting agreement, if applicable, are true and
                    correct in all material respects as of such date and such
                    other matters as such parties may reasonably request;

                         (2) an opinion, dated the date of effectiveness of
                    the Resale Resale Registration Statement, of counsel for
                    the Company to the effect that the shares covered by the
                    Resale Resale Registration Statement shall be validly
                    issued and non-assessable, and such opinion shall include
                    a statement to the effect that such counsel has
                    participated in conferences with officers and other
                    representatives of the Company, representatives of the
                    independent public accountants for the Company, the
                    underwriters' representatives and the underwriters'
                    counsel in connection with the preparation of such Resale
                    Registration Statement and the related Prospectus and have
                    considered the matters required to be stated therein and
                    the statements contained therein, although such counsel
                    has not independently verified the accuracy, completeness
                    or fairness of such statements; and that such counsel
                    advises that, on the basis of the foregoing, no facts came
                    to such counsel's attention that caused such counsel to
                    believe that the applicable Resale Registration Statement,
                    at the time such Resale Registration Statement or any
                    post-effective amendment thereto became effective,
                    contained an untrue statement of a material fact or
                    omitted to state a material fact required to be stated
                    therein or necessary to make the statements therein not
                    misleading, or that the Prospectus contained in such
                    Resale Registration Statement, as of its date, contained
                    an untrue statement of a material fact or omitted to state
                    a material fact necessary in order to make the statements
                    therein, in light of the


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                    circumstances under which they were made, not misleading.
                    Without limiting the foregoing, such counsel may state
                    further that such counsel assumes no responsibility for,
                    and has not independently verified, the accuracy,
                    completeness or fairness of the financial statements,
                    notes and schedules and other financial data included in
                    any Resale Registration Statement contemplated by this
                    Agreement or the related Prospectus; and

                         (3) a customary comfort letter, dated as of the
                    date of effectiveness of the Resale Registration
                    Statement, from the Company's independent public
                    accountants, in the customary form and covering matters of
                    the type customarily covered in comfort letters by
                    underwriters in connection with primary underwritten
                    offerings;

                    (B)  set forth in full or incorporate by reference in the
         Underwriting Agreement, if any, the indemnification provisions and
         procedures of Section 7 hereof with respect to all parties to be
         indemnified pursuant to said Section; and

                    (C)  deliver such other documents and certificates as may be
         reasonably requested by such parties to evidence compliance with
         clause (A) above and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company
         pursuant to this clause (ix), if any.

         If at any time the representations of the Company contemplated in
clause (A)(1) above cease to be true and correct, the Company shall so advise
the underwriter(s), if any, and each selling Holder promptly and, if requested
by such Persons, shall confirm such advice in writing;

         (x) prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders or underwriter(s) may reasonably request
and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Resale Registration Statement; provided that the Company shall not be
required to register or qualify as a foreign corporation where it is not now so
qualified or to take any action that would subject it to the service of process
in suits or to taxation, other than as to matters and transactions relating to
the Resale Registration Statement, in any jurisdiction where it is not now so
subject;

         (xi) cooperate with the selling Holders and the underwriter(s), if
any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Securities to be in such denominations and
registered in such names as the Holders or the underwriter(s), if any, may
reasonably request at least two (2) business days prior to any sale of Transfer
Restricted Securities made by such underwriter(s) or selling Holders;


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         (xii) use its reasonable best efforts to cause the Transfer Restricted
Securities covered by the Resale Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if
any, to consummate the disposition of such Transfer Restricted Securities,
subject to the provisions contained in paragraph (x) above;

         (xiii) if any fact or event contemplated by paragraph (b)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Resale Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Transfer Restricted
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading;

         (xiv) provide a CUSP number for all Transfer Restricted Securities not
later than the effective date of the Resale Registration Statement;

         (xv) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter that is required to be retained in accordance with the rules and
regulations of the NASD, and use its reasonable best efforts to cause such
filings to become effective and approved by such governmental agencies or
authorities as may be necessary to enable the Holders selling Transfer
Restricted Securities to consummate the disposition of such Transfer Restricted
Securities;

         (xvi) otherwise comply with all applicable rules and regulations of
the Commission, and make generally available to its security holders, as soon
as practicable, a consolidated earnings statement meeting the requirements of
Rule 158 under the Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted
Securities are sold to underwriters in a firm commitment or best efforts
Underwritten Offering or (B) if not sold to underwriters in such an offering,
beginning with the first month of the Company's first fiscal quarter commencing
after the effective date of the Resale Registration Statement;

         (xvi) cause all shares of Transfer Restricted Securities covered by the
Resale Registration Statement to be listed on each securities exchange or
market, if applicable, on which similar securities issued by the Company are
then listed; and

         (xvii) provide promptly to each Holder upon request each document
filed with the Commission pursuant to the requirements of Section 13 or Section
15 of the Exchange Act.

         (C) BLACKOUT. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from the Company of the
existence of any fact of the kind described in Section 5(b)(iii)(D) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the Resale Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus as contemplated
by section 5(b)(xiii) hereof, or until it is


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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 that are incorporated by reference in the Prospectus. If so directed by
the Company, each Holder will 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 Transfer Restricted Securities that was current
immediately prior to the time of receipt of such notice. In the event the
Company shall give any such notice, the time period regarding the effectiveness
of such Resale Registration Statement or any post-effective amendment thereto
set forth in Section 3 shall be extended by the number of days during the period
from and including the date of the giving of such notice pursuant to Section
5(b)(iii)(D) hereof to and including the date when each selling Holder covered
by such Resale Registration Statement shall have received the copies of the
supplemented or amended Prospectus as contemplated by section 5(b)(xiii) hereof
or shall have received the Advice, provided that, notwithstanding the foregoing,
such time period may be extended in any given calendar year only one time for a
maximum of (30) business days.

SECTION 6. REGISTRATION EXPENSES

         All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless whether a Resale
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Holder
with the NASD (and, if applicable, the fees and expenses of any "qualified
independent underwriter" and its counsel that may be required by the NASD));
(ii) all fees and expenses of compliance with federal securities, foreign
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including the printing of Prospectuses and new certificates representing
Securities), messenger and delivery services and telephone expenses incurred by
the Company; (iv) all fees and disbursements of counsel for the Company; (v) all
application and filing fees in connection with listing the Securities on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).

         The Company will, in any event, bear its internal expense (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit, all
trustee and rating agency fees and charges and the fees and expenses of any
person, including special experts, retained by the Company.

         Each Holder shall pay all expenses of its counsel, underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Transfer Restricted Securities pursuant to a Resale
Registration Statement.

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SECTION 7. INDEMNIFICATION

         (a) The Company shall indemnify and hold harmless (i) each Holder, (ii)
each person, if any, who controls (within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act) any Holder (any of the persons referred to in
this clause (ii) being hereinafter referred to as a "Controlling Person") and
(iii) the respective officers, directors, partners, employees, representatives
and agents of any Holder or any Controlling Person (any person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified
Holder"), to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses, joint or several
(including without limitation, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action,
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and charges of counsel directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue statement or alleged untrue statement of a material fact
contained in (A) any Resale Registration Statement or Prospectus (or any
amendment or supplement thereto) or (B) any state securities or Blue Sky
application or other document prepared or executed by the Company (or based upon
any information furnished by the Company) for the purpose of qualifying any of
the Securities under the securities or Blue Sky laws of any state or other
jurisdiction (any such application, document or information hereinafter is
referred to as a "Blue Sky Application") or any omission or alleged omission to
state in any Resale Registration Statement or Prospectus (or any amendment or
supplement thereto) or in any Blue Sky Application a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders
furnished in writing to the Company by any of the Holders or counsel or agents
of Holders expressly for use therein. The foregoing indemnification is in
addition to any liability which the Company may otherwise have to any
Indemnified Holder.

         (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless (i) the Company, (ii) each person who controls (within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act) the Company and
(iii) the respective officers, directors, partners, employees, representatives
and agents of the Company and any such controlling person to the same extent as
the foregoing indemnity from the Company to each of the Indemnified Holders, but
only with respect to claims and actions based on information relating to such
Holder furnished in writing by such Holder expressly for use in any Resale
Registration Statement. The foregoing indemnification is in addition to any
liability which any Holder may otherwise have to any of the foregoing
indemnified persons.

         (c) Promptly after receipt by an indemnified party under this Section 7
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to


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notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 7 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 7 (except to the extent
so provided in any such other obligation). If any such claim or action shall be
brought against an indemnified party, and it shall have notified the
indemnifying thereof, 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 action, the indemnifying party shall not be liable to the
indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation, provided, however, that
the indemnified party shall have the right to employ separate counsel to
represent jointly the indemnified party and those other Indemnified Holders and
their respective officers, employees and controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be
sought by Indemnified Holders against the indemnifying party under this Section
7, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless, (i) the employment thereof has been specifically
authorized by the indemnifying party in writing, (ii) such indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party and in the reasonable judgment of such
counsel it is advisable for such indemnified party to employ separate counsel or
(iii) the indemnifying party has failed to assume the defense of such action and
employ counsel reasonably satisfactory to the indemnified party, in which case,
if such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party. In no event shall the indemnifying parties
be liable for the fees and expenses of more than one counsel (in addition to
local counsel). Each indemnified party, as a condition of the indemnity
agreements contained in this Section 7, shall use its reasonable best efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall (i) without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding or (ii) be liable for any
settlement of any such action, compromise of any action or any judgment with
respect to any 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, to the extent set forth herein, from and against any loss or
liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 7 shall for any
reason be

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<PAGE>   13


unavailable to (except for a reason expressly provided herein) or insufficient
to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of
any loss, claim, damage or liability, or any action in respect thereof, referred
to therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to reflect the relative
fault of the Company on the one hand and the Holders on the other hand with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to
whether the untrue or alleged statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Holders, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Holders agree that it would not be just and
equitable if contributions pursuant to this Section 7(d) were to be determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7(d) shall be
deemed to include, for purposes of this Section 7(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(d), no Indemnified Holder shall be required to
contribute any amount in excess of the amount by which proceeds received by such
Indemnified Holder from an offering of the Securities exceeds the amount of any
damages which such Indemnified Holder has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Indemnified Holders'
obligations to contribute as provided in this Section 7(d) are several and not
joint.

SECTION 8. RULE 144 AND RULE 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to use its reasonable best efforts to
make and keep public information available as is required by Rules 144 and 144A
under the Act to permit sales of Transfer Restricted Securities pursuant to such
rules, including, without limitation, complying with the requirements of Rule
144A(d)(4), and to furnish to each Holder promptly upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 and Rule 144A under the Act.

SECTION 9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any

                                       13



<PAGE>   14


underwriting arrangements provided by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting arrangements.

SECTION 10. SELECTION OF UNDERWRITERS

         The Holders of Transfer Restricted Securities covered by the Resale
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority of the
Transfer Restricted Securities included in such offering; provided, that such
investment bankers and managers must be reasonably satisfactory to the Company.

SECTION 11. MISCELLANEOUS

         (A) REMEDIES. The Company agrees that monetary damages (including the
Liquidated Damages contemplated hereby) would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

         (B) NO INCONSISTENT AGREEMENTS. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way breach or conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

         (C) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding Transfer Restricted
Securities. Notwithstanding the foregoing, a waiver or consent to departure from
the provisions hereof that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being resold pursuant to the Resale
Registration Statement and that does not affect directly or indirectly the
rights of other Holders whose Transfer Restricted Securities are not reselling
pursuant to such Resale Registration Statement may be given by the Holders of a
majority of the outstanding Transfer Restricted Securities being resold pursuant
to such Resale Registration Statement.

         (D) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class or
certified mail, telex, telecopier or reliable overnight delivery service:

                                       14



<PAGE>   15


               (i) if to a Holder, initially at the address set forth below its
         name on the signature page hereto, and thereafter at such other address
         notice of which is given in accordance with this Section 11(d); and

               (ii) if to the Company:

                            Altiva Financial Corporation
                            Sixth Floor
                            1000 Parkwood Circle
                            Atlanta, Georgia 30339
                            Telecopier No.: (770) 937-9576
                            Attention: Edward B. Meyercord

                    With a copy to:

                            King & Spalding
                            191 Peachtree Street
                            Atlanta, GA 30303
                            Telecopier No.: (404) 572-5100
                            Attention: John D. Capers, Jr., Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five (5) business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if sent via a reliable overnight delivery service.

         (E) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities.

         (F) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, by the parties hereto, 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.

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

         (H) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED.
IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (I) 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, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       15



<PAGE>   16


         (J) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter hereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

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

                               ALTIVA FINANCIAL CORPORATION

                               By:  /s/ Edward B. Meyercord
                                   -------------------------------------------
                                   Name: Edward B. Meyercord
                                   Title: Chairman and Chief Executive Officer


                               VALUE PARTNERS, LTD


                               By: EWING & PARTNERS,
                                   General Partner


                               By:  /s/ Timothy Ewing
                                  --------------------------------------------
                                  Name: Timothy Ewing
                                  Title: Managing Partner

                               Address:

                                  4514 Cole Avenue - Suite 808
                                  Dallas, Texas 75205


                                       16



<PAGE>   17


                          T. ROWE PRICE RECOVERY FUND II, L.P.

                          By: T. Rowe Price Recovery Fund II Associates, L.L.C.,
                              General Partner


                          By: /s/ Hubert M. Stiles, Jr.
                             ---------------------------------------------------
                             Name: Hubert M. Stiles, Jr.
                             Title: President

                          Address:

                             100 E. Pratt Street
                             Baltimore, Maryland 21202


                                       17