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                                                                   EXHIBIT 10.10




                                VIASYSTEMS, INC.

                    10.50% SENIOR SUBORDINATED NOTES DUE 2011


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 17, 2003


Goldman, Sachs & Co.,
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

                  Viasystems, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 10.50% Senior
Subordinated Notes due 2011, which are unconditionally guaranteed by Viasystems
Technologies Corp. LLC, a Delaware limited liability company, Viasystems
International, Inc., a Delaware corporation, Wire Harness Industries, Inc., a
Delaware corporation, Wirekraft Industries, LLC, a Delaware limited liability
company and Viasystems Milwaukee, Inc., a Wisconsin corporation (the
"Guarantors"). As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company and the Guarantors agree with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Conduct Rules" shall have the meaning assigned thereto in Section
     3(d)(xix) hereof.


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         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Offer Registration Statement effective or as of which the Exchange Offer
     Registration Statement otherwise becomes effective and (ii) a Shelf
     Registration, shall mean the time and date as of which the Commission
     declares the Shelf Registration Statement effective or as of which the
     Shelf Registration Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Offer Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         "Guarantors" shall have the meaning assigned thereto in the Indenture.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of December 17, 2003,
     among the Company, the Guarantors and The Bank of New York, as Trustee, as
     the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     December 12, 2003 among the Purchasers, the Company and the Guarantors
     relating to the Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such



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     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Default Period" shall have the meaning assigned thereto
     in Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 10.50% Senior Subordinated
     Notes due 2011 of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture. Each Security is entitled to the benefit of the guarantee
     provided for in the Indenture (the "Guarantee") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantee.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import



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refer to this Exchange and Registration Rights Agreement as a whole and not to
any particular Section or other subdivision.

                  2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company and the
     Guarantors agree to file under the Securities Act, on or prior to 120 days
     after the Closing Date, a registration statement relating to an offer to
     exchange (such registration statement, the "Exchange Offer Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company and guaranteed by the Guarantors, which debt securities and
     guarantees are substantially identical to the Securities and the related
     Guarantees, respectively (and are entitled to the benefits of a trust
     indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(c) below (such new debt
     securities hereinafter called "Exchange Securities"). The Company agrees to
     use all commercially reasonable efforts to cause the Exchange Offer
     Registration Statement to be declared effective by the Commission on or
     prior to 210 days after the Closing Date. The Exchange Offer will be
     registered under the Securities Act on the appropriate form and will comply
     with all applicable tender offer rules and regulations under the Exchange
     Act. The Company further agrees to use all commercially reasonable efforts
     to issue on or prior to 30 business days, or longer, if required by the
     federal securities laws, after the date on which the Exchange Offer
     Registration Statement was declared effective by the Commission, Exchange
     Securities in exchange for all Registrable Securities that have been
     properly tendered and not withdrawn on or prior to the expiration of the
     Exchange Offer. The Exchange Offer will be deemed to have been "completed"
     only if the debt securities and related guarantees received by holders
     other than Restricted Holders in the Exchange Offer for Registrable
     Securities are, upon receipt, transferable by each such holder without
     restriction under the Securities Act and the Exchange Act and without
     material restrictions under the blue sky or securities laws of a
     substantial majority of the States of the United States of America. The
     Exchange Offer shall be deemed to have been completed upon the earlier to
     occur of (i) the Company having exchanged the Exchange Securities for all
     outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
     the Company having exchanged, pursuant to the Exchange Offer, Exchange
     Securities for all Registrable Securities that have been properly tendered
     and not withdrawn before the expiration of the Exchange Offer, which shall
     be on a date that is at least 30 days following the commencement of the
     Exchange Offer. The Company agrees (x) to include in the Exchange Offer
     Registration Statement a prospectus for use in any resales by any holder of
     Exchange Securities that is a broker-dealer and (y) to keep such Exchange
     Offer Registration Statement effective for a period (the "Resale Period")
     beginning when Exchange Securities are first issued in the Exchange Offer
     and ending upon the earlier of the expiration of the 180th day after the
     Exchange Offer has been completed or such time as such broker-dealers no
     longer own any Registrable Securities. With respect to such Exchange Offer
     Registration Statement, such holders shall have the benefit of the rights
     of indemnification and contribution set forth in Sections 6(a), (c), (d)
     and (e) hereof.

         (b) If (i) either (x) the Company and the Guarantors are not required
     to file the Exchange Offer Registration Statement or (y) the Exchange Offer
     is not permitted by applicable law or Commission policy; or; (ii) any
     holder of Registrable Securities notifies the Company prior to the 20th
     business day following consummation of the Exchange Offer that: (x) the
     holder is prohibited by law or Commission policy from participating in the
     Exchange Offer; (y) the



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     holder may not resell the Exchange Securities acquired by it in the
     Exchange Offer to the public without delivering a prospectus and the
     prospectus contained in the Exchange Offer Registration Statement is not
     appropriate or available for such resales, or (z) the holder is a
     broker-dealer and owns Registrable Securities acquired directly from the
     Company or an affiliate of the Company, the Company shall, in lieu of (or,
     in the case of clause (ii)(z), in addition to) conducting the Exchange
     Offer contemplated by Section 2(a), use all commercially reasonable efforts
     to file under the Securities Act on or prior to 90 days after the time such
     obligation to file arises, a "shelf" registration statement providing for
     the registration of, and the sale on a continuous or delayed basis by the
     holders of, all of the Registrable Securities, pursuant to Rule 415 or any
     similar rule that may be adopted by the Commission (such filing, the "Shelf
     Registration" and such registration statement, the "Shelf Registration
     Statement"). The Company agrees to use all commercially reasonable efforts
     (x) to cause the Shelf Registration Statement to be declared effective by
     the Commission on or prior to 180 days after such Shelf Registration
     Statement is filed and to keep such Shelf Registration Statement
     continuously effective for a period ending on the earlier of the second
     anniversary of the Effective Time or such time as there are no longer any
     Registrable Securities outstanding, provided, however, that no holder shall
     be entitled to be named as a selling securityholder in the Shelf
     Registration Statement or to use the prospectus forming a part thereof for
     resales of Registrable Securities unless such holder is an Electing Holder,
     and (y) after the Effective Time of the Shelf Registration Statement,
     promptly upon the request of any holder of Registrable Securities that is
     not then an Electing Holder, to take any action reasonably necessary to
     enable such holder to use the prospectus forming a part thereof for resales
     of Registrable Securities, including, without limitation, any action
     necessary to identify such holder as a selling securityholder in the Shelf
     Registration Statement, provided, however, that nothing in this Clause (y)
     shall relieve any such holder of the obligation to return a completed and
     signed Notice and Questionnaire to the Company in accordance with Section
     3(d)(iii) hereof. The Company further agrees to supplement or make
     amendments to the Shelf Registration Statement, as and when required by the
     rules, regulations or instructions applicable to the registration form used
     by the Company for such Shelf Registration Statement or by the Securities
     Act or rules and regulations thereunder for shelf registration, and the
     Company agrees to furnish to each Electing Holder copies of any such
     supplement or amendment prior to its being used or promptly following its
     filing with the Commission.

         (c) In the event that (i) the Company has not filed the Exchange Offer
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer
     Registration Statement or Shelf Registration Statement has not become
     effective or been declared effective by the Commission on or before the
     date on which such registration statement is required to become or be
     declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii)
     the Exchange Offer has not been completed within 30 business days after the
     initial effective date of the Exchange Offer Registration Statement
     relating to the Exchange Offer (if the Exchange Offer is then required to
     be made) or (iv) any Exchange Offer Registration Statement or Shelf
     Registration Statement required by Section 2(a) or 2(b) hereof is filed and
     declared effective but shall thereafter either be withdrawn by the Company
     or shall become subject to an effective stop order issued pursuant to
     Section 8(d) of the Securities Act suspending the effectiveness of such
     registration statement (except as specifically permitted herein) without
     being succeeded immediately by an additional registration statement filed
     and declared effective (each such event referred to in clauses (i) through
     (iv), a "Registration Default" and each period during which a Registration
     Default has occurred and is continuing, a "Registration Default Period"),
     then, as liquidated damages for such Registration Default, subject to the
     provisions of Section 9(b), special



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     interest ("Special Interest"), in addition to the Base Interest, shall
     accrue at a per annum rate of 0.25% for the first 90 days of the
     Registration Default Period and at a rate of 0.25% per annum with respect
     to each subsequent 90-day period until all Registration Defaults have been
     cured, up to a maximum of 1.0% per annum, until the Exchange Offer is
     completed or the Shelf Registration Statement is declared effective;
     provided however, that any Registration Default shall not apply in the case
     of any suspension period permitted in accordance with Section 2(e).

         (d) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         (e) Notwithstanding anything herein to the contrary, the Company may
     suspend the use of any prospectus for a period not to exceed 45 days in any
     twelve-month period if (i) such action is required by applicable law; or
     (ii) due to the existence of material non-public information, disclosure of
     such material non-public information would be required to make the
     statements contained in the applicable registration statement not
     misleading (including for the avoidance of doubt, the pendency of an
     acquisition, disposition or public or private offering by the Company), and
     the Company has a bona fide business purpose for preserving as confidential
     such material non-public information to avoid premature public disclosure
     of a pending corporate transaction, including pending acquisitions or
     divestitures of assets, mergers and combinations and similar events;
     provided that (x) the Company promptly thereafter complies with the
     requirements of Section 3(c) and/or 3(d), as applicable, and (y) the
     Exchange Offer Registration Period and/or the Shelf Registration Period, as
     applicable, shall be extended by the number of days during which such
     Exchange Offer Registration Statement and/or Shelf Registration Statement
     was not effective or usable pursuant to the foregoing provisions.

         3. Registration Procedures.

                  If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act of 1939.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall:

                           (i) prepare and file with the Commission, on or prior
                  to 120 days after the Closing Date, an Exchange Offer
                  Registration Statement on any form which may be utilized by
                  the Company and which shall permit the Exchange Offer and
                  resales of Exchange Securities by broker-dealers during the
                  Resale Period to be effected as contemplated by Section 2(a),
                  and use all commercially reasonable efforts to cause



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                  such Exchange Offer Registration Statement to be declared
                  effective by the Commission on or prior to 210 days after the
                  Closing Date;

                           (ii) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Exchange
                  Offer Registration Statement and the prospectus included
                  therein as may be necessary to effect and maintain the
                  effectiveness of such Exchange Offer Registration Statement
                  for the periods and purposes contemplated in Section 2(a)
                  hereof and as may be required by the applicable rules and
                  regulations of the Commission and the instructions applicable
                  to the form of such Exchange Offer Registration Statement, and
                  promptly provide each broker-dealer holding Exchange
                  Securities with such number of copies of the prospectus
                  included therein (as then amended or supplemented), in
                  conformity in all material respects with the requirements of
                  the Securities Act and the Trust Indenture Act and the rules
                  and regulations of the Commission thereunder, as such
                  broker-dealer reasonably may request prior to the expiration
                  of the Resale Period, for use in connection with resales of
                  Exchange Securities;

                           (iii) promptly notify each broker-dealer that has
                  requested or received copies of the prospectus included in
                  such registration statement, and confirm such advice in
                  writing, (A) when such Exchange Offer Registration Statement
                  or the prospectus included therein or any prospectus amendment
                  or supplement or post-effective amendment has been filed, and,
                  with respect to such Exchange Offer Registration Statement or
                  any post-effective amendment, when the same has become
                  effective, (B) of any comments by the Commission and by the
                  blue sky or securities commissioner or regulator of any state
                  with respect thereto or any request by the Commission for
                  amendments or supplements to such Exchange Offer Registration
                  Statement or prospectus or for additional information, (C) of
                  the issuance by the Commission of any stop order suspending
                  the effectiveness of such Exchange Offer Registration
                  Statement or the initiation or threatening of any proceedings
                  for that purpose, (D) if at any time the representations and
                  warranties of the Company contemplated by Section 5 cease to
                  be true and correct in all material respects, (E) of the
                  receipt by the Company of any notification with respect to the
                  suspension of the qualification of the Exchange Securities for
                  sale in any jurisdiction or the initiation or threatening of
                  any proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Offer
                  Registration Statement, prospectus, prospectus amendment or
                  supplement or post-effective amendment does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder or contains an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

                           (iv) in the event that the Company would be required,
                  pursuant to Section 3(c)(iii)(F) above, to notify any
                  broker-dealers holding Exchange Securities, promptly prepare
                  and furnish to each such holder a reasonable number of copies
                  of a prospectus supplemented or amended so that, as thereafter
                  delivered to purchasers of such Exchange Securities during the
                  Resale Period, such prospectus shall conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder and shall not contain an untrue
                  statement of a material fact or omit to




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                  state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (v) use all commercially reasonable efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  such Exchange Offer Registration Statement or any
                  post-effective amendment thereto as soon as practicable;

                           (vi) use all commercially reasonable efforts to (A)
                  register or qualify the Exchange Securities under the
                  securities laws or blue sky laws of such jurisdictions as are
                  contemplated by Section 2(a) no later than the commencement of
                  the Exchange Offer, (B) keep such registrations or
                  qualifications in effect and comply with such laws so as to
                  permit the continuance of offers, sales and dealings therein
                  in such jurisdictions until the expiration of the Resale
                  Period and (C) take any and all other actions as may be
                  reasonably necessary or advisable to enable each broker-dealer
                  holding Exchange Securities to consummate the disposition
                  thereof in such jurisdictions; provided however, that neither
                  the Company nor the Guarantors shall be required for any such
                  purpose to (1) qualify as a foreign corporation in any
                  jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(c)(vi), (2)
                  consent to general service of process in any such jurisdiction
                  or (3) make any changes to its certificate of incorporation or
                  by-laws or any agreement between it and its stockholders;

                           (vii) use all commercially reasonable efforts to
                  obtain the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Exchange Registration, the Exchange
                  Offer and the offering and sale of Exchange Securities by
                  broker-dealers during the Resale Period;

                           (viii) provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time;

                           (ix) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but no later than
                  eighteen months after the effective date of such Exchange
                  Offer Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                           (i) prepare and file with the Commission, within the
                  time periods specified in Section 2(b), a Shelf Registration
                  Statement on any form which may be utilized by the Company and
                  which shall register all of the Registrable Securities for
                  resale by the holders thereof in accordance with such method
                  or methods of disposition as may be specified by such of the
                  holders as, from time to time, may be Electing Holders and use
                  all commercially reasonable efforts to cause such Shelf
                  Registration Statement to be declared effective by the
                  Commission within the time periods specified in Section 2(b);

                           (ii) not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no




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                  holder shall be entitled to use the prospectus forming a part
                  thereof for resales of Registrable Securities at any time,
                  unless such holder has returned a fully completed and signed
                  Notice and Questionnaire to the Company by the deadline for
                  response set forth therein; provided, however, holders of
                  Registrable Securities shall have at least 28 calendar days
                  from the date on which the Notice and Questionnaire is first
                  mailed to such holders to return a completed and signed Notice
                  and Questionnaire to the Company;

                           (iii) after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Registrable Securities that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such holder;
                  provided that the Company shall not be required to take any
                  action to name such holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until the later of the 10th business
                  day following receipt of a fully completed and signed Notice
                  and Questionnaire by the Company and the next revision date
                  which shall occur on the last business day of each of the
                  following months: February, April, June, August, October and
                  December; provided that the first revision date shall not be
                  earlier than the 45th day following the date the Shelf
                  Registration Statement has been declared effective by the
                  Commission;

                           (iv) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

                           (v) comply with the provisions of the Securities Act
                  with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi) provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii) for a reasonable period prior to the filing of
                  such Shelf Registration Statement, and throughout the period
                  specified in Section 2(b), make available at reasonable times
                  at the Company's principal place of business or such other
                  reasonable place for inspection by the persons referred to in
                  Section 3(d)(vi) who shall certify to the Company that they
                  have a current intention to sell the Registrable Securities
                  pursuant to the Shelf Registration such financial and other
                  information and books and records of the Company, and cause
                  the officers, employees, counsel and independent certified
                  public accountants of the Company to respond to such




                                       9
<PAGE>

                  inquiries, as shall be reasonably necessary, in the judgment
                  of the respective counsel referred to in such Section, to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act; provided, however, that each
                  such party shall be required to maintain in confidence (and
                  execute such confidentiality agreements as may reasonably be
                  required by the Company) and not to disclose to any other
                  person any information or records reasonably designated by the
                  Company as being confidential, until such time as (A) such
                  information becomes a matter of public record (whether by
                  virtue of its inclusion in such registration statement or
                  otherwise), or (B) such person shall be required so to
                  disclose such information pursuant to a subpoena or order of
                  any court or other governmental agency or body having
                  jurisdiction over the matter (subject to the requirements of
                  such order, and only after such person shall have given the
                  Company prompt prior written notice of such requirement), or
                  (C) such information is required to be set forth in such Shelf
                  Registration Statement or the prospectus included therein or
                  in an amendment to such Shelf Registration Statement or an
                  amendment or supplement to such prospectus in order that such
                  Shelf Registration Statement, prospectus, amendment or
                  supplement, as the case may be, complies with applicable
                  requirements of the federal securities laws and the rules and
                  regulations of the Commission and does not contain an untrue
                  statement of a material fact or omit to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing notwithstanding the forgoing, each
                  such party may disclose to any and all persons, without
                  limitation of any kind, the tax treatment and any facts that
                  may be relevant to the tax structure of the matters covered by
                  and relating to this Exchange and Registration Rights
                  Agreement (including opinions or other tax analysis that are
                  provided to such party relating to such tax treatment and tax
                  structure); provided, however, that no such party shall
                  disclose any other information that is not relevant to
                  understanding the tax treatment and tax structure of the
                  transaction (including the identity of any party and any
                  information that could lead another to determine the identity
                  of any party), or any other information to the extent that
                  such disclosure could result in a violation of any federal or
                  state securities law;

                           (viii) promptly notify each of the Electing Holders,
                  any sales or placement agent therefor and any underwriter
                  thereof (which notification may be made through any managing
                  underwriter that is a representative of such underwriter for
                  such purpose) and confirm such advice in writing, (A) when
                  such Shelf Registration Statement or the prospectus included
                  therein or any prospectus amendment or supplement or
                  post-effective amendment has been filed, and, with respect to
                  such Shelf Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of any
                  comments by the Commission and by the blue sky or securities
                  commissioner or regulator of any state with respect thereto or
                  any request by the Commission for amendments or supplements to
                  such Shelf Registration Statement or prospectus or for
                  additional information, (C) of the issuance by the Commission
                  of any stop order suspending the effectiveness of such Shelf
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company contemplated by
                  Section 3(d)(xvii) or Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Registrable Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) if at any time when a
                  prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or



                                       10
<PAGE>


                  supplement or post-effective amendment does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder or contains an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

                           (ix) use all commercially reasonable efforts to
                  obtain the withdrawal of any order suspending the
                  effectiveness of such registration statement or any
                  post-effective amendment thereto at the earliest practicable
                  date;

                           (x) if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including information with respect to the principal amount of
                  Registrable Securities being sold by such Electing Holder or
                  agent or to any underwriters, the name and description of such
                  Electing Holder, agent or underwriter, the offering price of
                  such Registrable Securities and any discount, commission or
                  other compensation payable in respect thereof, the purchase
                  price being paid therefor by such underwriters and with
                  respect to any other terms of the offering of the Registrable
                  Securities to be sold by such Electing Holder or agent or to
                  such underwriters; and make all required filings of such
                  prospectus supplement or post-effective amendment promptly
                  after notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

                           (xi) furnish to each Electing Holder, each placement
                  or sales agent, if any, therefor, each underwriter, if any,
                  thereof and the respective counsel referred to in Section
                  3(d)(vi) an executed copy of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Registrable Securities, upon request) and
                  documents incorporated by reference therein) and such number
                  of copies of such Shelf Registration Statement (excluding
                  exhibits thereto and documents incorporated by reference
                  therein unless specifically so requested by such Electing
                  Holder, agent or underwriter, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary and summary prospectus)
                  and any amendment or supplement thereto by each such Electing
                  Holder and by any such agent and underwriter, in each case in
                  the form most recently provided to such person by the Company,
                  in connection with the offering and sale of the Registrable
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;



                                       11
<PAGE>


                           (xii) use all commercially reasonable efforts to (A)
                  register or qualify the Registrable Securities to be included
                  in such Shelf Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder and each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Securities pursuant to such Shelf
                  Registration Statement and (C) take any and all other actions
                  as may be reasonably necessary or advisable to enable each
                  such Electing Holder, agent, if any, and underwriter, if any,
                  to consummate the disposition in such jurisdictions of such
                  Registrable Securities; provided, however, that neither the
                  Company nor the Guarantors shall be required for any such
                  purpose to (1) qualify as a foreign corporation in any
                  jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(d)(xii),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                           (xiii) use all commercially reasonable efforts to
                  obtain the consent or approval of each governmental agency or
                  authority, whether federal, state or local, which may be
                  required to effect the Shelf Registration or the offering or
                  sale in connection therewith or to enable the selling holder
                  or holders to offer, or to consummate the disposition of,
                  their Registrable Securities;

                           (xiv) Unless any Registrable Securities shall be in
                  book-entry only form, cooperate with the Electing Holders and
                  the managing underwriters, if any, to facilitate the timely
                  preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                           (xv) provide a CUSIP number for all Registrable
                  Securities, not later than the applicable Effective Time;

                           (xvi) enter into one or more underwriting agreements,
                  engagement letters, agency agreements, "best efforts"
                  underwriting agreements or similar agreements, as appropriate,
                  including customary provisions relating to indemnification and
                  contribution, and take such other actions in connection
                  therewith as any Electing Holders aggregating at least 50% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding shall request in order to expedite or
                  facilitate the disposition of such Registrable Securities;

                           (xvii) in the event an agreement of the type referred
                  to in Section 3(d)(xvi) hereof is entered into, (A) make such
                  representations and warranties to the Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof in form, substance and scope as
                  are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration



                                       12
<PAGE>


                  statement filed on the form applicable to the Shelf
                  Registration; (B) obtain an opinion of counsel to the Company
                  in customary form and covering such matters, of the type
                  customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  50% in aggregate principal amount of the Registrable
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Shelf Registration Statement (and if such Shelf
                  Registration Statement contemplates an underwritten offering
                  of a part or all of the Registrable Securities, dated the date
                  of the closing under the underwriting agreement relating
                  thereto) (it being agreed that the matters to be covered by
                  such opinion shall include the due incorporation and good
                  standing of the Company and any Guarantors; the qualification
                  of the Company and any Guarantors to transact business as
                  foreign corporations; the due authorization, execution and
                  delivery of the relevant agreement of the type referred to in
                  Section 3(d)(xvi) hereof; the due authorization, execution,
                  authentication and issuance, and the validity and
                  enforceability, of the Securities; the absence of material
                  legal or governmental proceedings involving the Company; the
                  absence of a breach by the Company or any Guarantors of, or a
                  default under, material agreements binding upon the Company or
                  any Guarantors of the Company; the absence of governmental
                  approvals required to be obtained in connection with the Shelf
                  Registration, the offering and sale of the Registrable
                  Securities, this Exchange and Registration Rights Agreement or
                  any agreement of the type referred to in Section 3(d)(xvi)
                  hereof, except such approvals as may be required under state
                  securities or blue sky laws; the material compliance as to
                  form of such Shelf Registration Statement and any documents
                  incorporated by reference therein and of the Indenture with
                  the requirements of the Securities Act and the Trust Indenture
                  Act and the rules and regulations of the Commission
                  thereunder, respectively; and, as of the date of the opinion
                  and of the Shelf Registration Statement or most recent
                  post-effective amendment thereto, as the case may be, the
                  absence from such Shelf Registration Statement and the
                  prospectus included therein, as then amended or supplemented,
                  and from the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver such documents and certificates,



                                       13
<PAGE>


                  including officers' certificates, as may be reasonably
                  requested by any Electing Holders of at least 50% in aggregate
                  principal amount of the Registrable Securities at the time
                  outstanding or the placement or sales agent, if any, therefor
                  and the managing underwriters, if any, thereof to evidence the
                  accuracy of the representations and warranties made pursuant
                  to clause (A) above or those contained in Section 5(a) hereof
                  and the compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors; and
                  (E) undertake such obligations relating to expense
                  reimbursement, indemnification and contribution as are
                  provided in Section 6 hereof;

                           (xviii) notify in writing each holder of Registrable
                  Securities of any proposal by the Company to amend or waive
                  any provision of this Exchange and Registration Rights
                  Agreement pursuant to Section 9(h) hereof and of any amendment
                  or waiver effected pursuant thereto, each of which notices
                  shall contain the text of the amendment or waiver proposed or
                  effected, as the case may be;

                           (xix) in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Registrable
                  Securities or participate as a member of an underwriting
                  syndicate or selling group or "assist in the distribution"
                  (within the meaning of the Conduct Rules (the "Conduct Rules)
                  of the National Association of Securities Dealers, Inc.
                  ("NASD") or any successor thereto, as amended from time to
                  time) thereof, whether as a holder of such Registrable
                  Securities or as an underwriter, a placement or sales agent or
                  a broker or dealer in respect thereof, or otherwise, assist
                  such broker-dealer in complying with the requirements of such
                  Conduct Rules, including by (A) if such Conduct Rules shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Conduct Rules) to participate in the
                  preparation of the Shelf Registration Statement relating to
                  such Registrable Securities, to exercise usual standards of
                  due diligence in respect thereto and, if any portion of the
                  offering contemplated by such Shelf Registration Statement is
                  an underwritten offering or is made through a placement or
                  sales agent, to recommend the yield of such Registrable
                  Securities, (B) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof (or to such other
                  customary extent as may be requested by such underwriter), and
                  (C) providing such information to such broker-dealer as may be
                  required in order for such broker-dealer to comply with the
                  requirements of the Conduct Rules; and

                           (xx) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but in any event not
                  later than eighteen months after the effective date of such
                  Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 3(c)(iii)(C)-(F) or Section 3(d)(viii)(C)-(F) hereof, to notify any
     broker-dealer, the Electing Holders, the placement or sales agent, if any,
     therefor and the managing underwriters, if any, thereof, the Company shall
     as promptly as practicable prepare and furnish to each of the Electing
     Holders, to each placement or sales agent, if any, or to each such
     underwriter, if any, as applicable, a reasonable number of copies of a
     prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall



                                       14
<PAGE>


     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder and shall not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing. Each broker-dealer or Electing Holder
     agrees that upon receipt of any notice from the Company pursuant to Section
     3(c)(iii)(C)-(F) or Section 3(d)(vii)(C)-(F) hereof, such broker-dealer or
     Electing Holder shall forthwith discontinue the disposition of Registrable
     Securities pursuant to the Exchange Offer Registration Statement or Shelf
     Registration Statement applicable to such Registrable Securities until such
     broker-dealer or Electing Holder shall have received copies of such amended
     or supplemented prospectus, and if so directed by the Company, such
     broker-dealer or Electing Holder shall deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies, then in
     such Electing Holder's possession of the prospectus covering such
     Registrable Securities at the time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

          4. Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters
or the Electing Holders may designate, including any reasonable fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification and



                                       15
<PAGE>


determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

          5. Representations and Warranties.

                  The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

          (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(C)-(F) or Section
     3(c)(iii)(C)-(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus



                                       16
<PAGE>


     pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration
     statement, and each prospectus (including any summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as
     then amended or supplemented, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in the light of the circumstances then existing; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a holder of Registrable
     Securities expressly for use therein.

          (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

          (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not (i) conflict with or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement or
     other agreement or instrument to which the Company or any of its
     subsidiaries is a party or by which the Company or any of its subsidiaries
     is bound or to which any of the property or assets of the Company or any of
     its subsidiaries is subject, (ii) result in any violation of the provisions
     of the Certificate of Incorporation, By-laws or equivalent organizational
     or governing documents of the Company or any of the Guarantors or (iii)
     result in any violation of any statute or any order, rule or regulation of
     any court or governmental agency or body having jurisdiction over the
     Company, a Guarantor or any of their respective subsidiaries or any of
     their properties, except, in the cases of clause (i) or (iii), for such
     conflicts, breaches or violations that, individually or in the aggregate,
     could not reasonably be expected to have a Material Adverse Effect (as
     defined in the Purchase Agreement); and no consent, approval,
     authorization, order, registration or qualification of or with any such
     court or governmental agency or body is required for the issue and sale of
     the Securities, or the consummation by the Company and the Guarantors of
     the transactions contemplated by this Exchange and Registration Rights
     Agreement, except the registration under the Securities Act of the
     Securities, qualification of the Indenture under the Trust Indenture Act
     and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or blue sky laws
     in connection with the purchase and distribution of the Securities by the
     Purchasers.

          (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

          6. Indemnification.

          (a) Indemnification by the Company and the Guarantors. The Company and
     the Guarantors, jointly and severally, will indemnify and hold harmless
     each of the holders of Registrable Securities included in an Exchange Offer
     Registration Statement, each of the



                                       17
<PAGE>


     Electing Holders of Registrable Securities included in a Shelf Registration
     Statement and each person who participates as a placement or sales agent or
     as an underwriter in any offering or sale of such Registrable Securities
     against any losses, claims, damages or liabilities, joint or several, to
     which such holder, agent or underwriter may become subject under the
     Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of a material fact
     contained in any Exchange Offer Registration Statement or Shelf
     Registration Statement, as the case may be, under which such Registrable
     Securities were registered under the Securities Act, or any preliminary,
     final or summary prospectus contained therein or furnished by the Company
     to any such holder, Electing Holder, agent or underwriter, or any amendment
     or supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     will reimburse such holder, such Electing Holder, such agent and such
     underwriter for any legal or other expenses reasonably incurred by them in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that neither the Company nor the
     Guarantors shall be liable to any such person in any such case to the
     extent that any such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement or omission or
     alleged omission made in such registration statement, or preliminary, final
     or summary prospectus, or amendment or supplement thereto, in reliance upon
     and in conformity with written information furnished to the Company by such
     person expressly for use therein.

          (b) Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Registrable
     Securities in any registration statement filed pursuant to Section 2(b)
     hereof and to entering into any underwriting agreement with respect
     thereto, that the Company shall have received an undertaking reasonably
     satisfactory to it from the Electing Holder of such Registrable Securities
     and from each underwriter named in any such underwriting agreement,
     severally and not jointly, to (i) indemnify and hold harmless the Company,
     the Guarantors and all other holders of Registrable Securities, against any
     losses, claims, damages or liabilities to which the Company, the Guarantors
     or such other holders of Registrable Securities may become subject, under
     the Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of a material fact
     contained in such registration statement, or any preliminary, final or
     summary prospectus contained therein or furnished by the Company to any
     such Electing Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, in each case to the extent,
     but only to the extent, that such untrue statement or alleged untrue
     statement or omission or alleged omission was made in reliance upon and in
     conformity with written information furnished to the Company by such
     Electing Holder or underwriter expressly for use therein, and (ii)
     reimburse the Company and the Guarantors for any legal or other expenses
     reasonably incurred by the Company and the Guarantors in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that no such Electing Holder shall be required
     to undertake liability to any person under this Section 6(b) for any
     amounts in excess of the dollar amount of the proceeds to be received by
     such Electing Holder from the sale of such Electing Holder's Registrable
     Securities pursuant to such registration.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such



                                       18
<PAGE>


     indemnified party shall, if a claim in respect thereof is to be made
     against an indemnifying party pursuant to the indemnification provisions of
     or contemplated by this Section 6, notify such indemnifying party in
     writing of the commencement of such action; but the omission so to notify
     the indemnifying party shall not relieve it from any liability which it may
     have to any indemnified party otherwise than under the indemnification
     provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
     such action shall be brought against any indemnified party and it shall
     notify an indemnifying party of the commencement thereof, such indemnifying
     party shall be entitled to participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying party similarly notified,
     to assume the defense thereof, with counsel reasonably satisfactory to such
     indemnified party (who shall not, except with the consent of the
     indemnified party, be counsel to the indemnifying party), and, after notice
     from the indemnifying party to such indemnified party of its election so to
     assume the defense thereof, such indemnifying party shall not be liable to
     such indemnified party for any legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by such indemnified party, in
     connection with the defense thereof other than reasonable costs of
     investigation. No indemnifying party shall, without the written consent of
     the indemnified party, effect the settlement or compromise of, or consent
     to the entry of any judgment with respect to, any pending or threatened
     action or claim in respect of which indemnification or contribution may be
     sought hereunder (whether or not the indemnified party is an actual or
     potential party to such action or claim) unless such settlement, compromise
     or judgment (i) includes an unconditional release of the indemnified party
     from all liability arising out of such action or claim and (ii) does not
     include a statement as to or an admission of fault, culpability or a
     failure to act by or on behalf of any indemnified party.

          (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay



                                       19
<PAGE>


     by reason of such untrue or alleged untrue statement or omission or alleged
     omission, and no underwriter shall be required to contribute any amount in
     excess of the amount by which the total price at which the Registrable
     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

          (e) The obligations of the Company and the Guarantors under this
     Section 6 shall be in addition to any liability which the Company or the
     Guarantors may otherwise have and shall extend, upon the same terms and
     conditions, to each officer, director and partner of each holder, agent and
     underwriter and each person, if any, who controls any holder, agent or
     underwriter within the meaning of the Securities Act; and the obligations
     of the holders and any agents or underwriters contemplated by this Section
     6 shall be in addition to any liability which the respective holder, agent
     or underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company or the Guarantors
     (including any person who, with his consent, is named in any registration
     statement as about to become a director of the Company or the Guarantor)
     and to each person, if any, who controls the Company within the meaning of
     the Securities Act.

          7. Underwritten Offerings.

          (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

          (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

          8. Rule 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities 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 of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted



                                       20
<PAGE>


by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          9. Miscellaneous.

          (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

          (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 101 S. Hanley Road, Suite 400, St. Louis, Missouri
     63105, Attention: General Counsel, and if to a holder, to the address of
     such holder set forth in the security register or other records of the
     Company, or to such other address as the Company or any such holder may
     have furnished to the other in writing in accordance herewith, except that
     notices of change of address shall be effective only upon receipt.

          (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the event
     that any transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive the benefits of, and be conclusively deemed to have agreed to be
     bound by all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company shall so request, any such
     successor, assign or transferee shall agree in writing to acquire and hold
     the Registrable Securities subject to all of the applicable terms hereof.

          (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase



                                       21
<PAGE>


     Agreement and the transfer and registration of Registrable Securities by
     such holder and the consummation of an Exchange Offer.

          (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK WITHOUT REGARD FOR THE PRINCIPLES OF CONFLICTS OF LAWS.

          (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

          (h) Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

          (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

          (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.



                                       22
<PAGE>
         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company, the Guarantors and each of the
Representatives plus one for each counsel counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Purchasers, this letter and
such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Guarantors and the Company. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the
authority set forth in a form of Agreement among Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.


                                               Very truly yours,

                                               Viasystems International, Inc.
                                               Viasystems Milwaukee, Inc.
                                               Viasystems Technologies Corp. LLC
                                                       By:  Viasystems, Inc.
                                                            as sole member
                                               Wire Harness Industries, Inc.
                                               Wirekraft Industries, LLC
                                                       By:  Viasystems
                                                            International, Inc.
                                                            as sole member




                                               By: /s/ DAVID J. WEBSTER
                                                   -----------------------------
                                                   Name: David J. Webster
                                                   Title: Senior VP and
                                                          Secretary



Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.

By: /s/ GOLDMAN, SACHS & CO.
    --------------------------------------
           (Goldman, Sachs & Co.)



                                       23
<PAGE>


                                                                       EXHIBIT A


                                VIASYSTEMS, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Viasystems, Inc. (the "Company")
10.50% Senior Subordinated Notes due 2011(the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by _____________. Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Viasystems, Inc., 101 South
Hanley Road, Suite 400, St. Louis, Missouri 63105.


----------

*Not less than 28 calendar days from date of mailing.



                                      A-1
<PAGE>


                                Viasystems, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Viasystems, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [___] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 10.50% Senior Subordinated Notes due 2011 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE ____________. Beneficial owners of
Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling securityholders in
the Shelf Registration Statement and (ii) may not use the Prospectus forming a
part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.



                                      A-2
<PAGE>


                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:



                                      A-3
<PAGE>


                                  QUESTIONNAIRE


(1)  (a)Full Legal Name of Selling Securityholder:


     (b)Full Legal Name of Registered Holder (if not the same as in (a) above)
            of Registrable Securities Listed in Item (3) below:


     (c)Full Legal Name of DTC Participant (if applicable and if not the same as
            (b) above) Through Which Registrable Securities Listed in Item (3)
            below are Held:



(2)        Address for Notices to Selling Securityholder:

           --------------------

           --------------------

           --------------------

           Telephone:
                                ---------------------------------------
           Fax:
                                ---------------------------------------
           Contact Person:
                                ---------------------------------------


(3)        Beneficial Ownership of Securities:

           Except as set forth below in this Item (3), the undersigned does not
           beneficially own any Securities.

     (a)   Principal amount of Registrable Securities beneficially owned:

           ----------------------------------------

           CUSIP No(s). of such Registrable Securities:
                                                          ----------------------

           -----------------------------------

     (b)   Principal amount of Securities other than Registrable Securities
           beneficially owned:
                               -------------------------------------------------

            CUSIP No(s). of such other Securities:
                                                    ----------------------------

     (c)   Principal amount of Registrable Securities which the undersigned
           wishes to be included in the Shelf Registration Statement:

           ---------------------------------------------------------------------
           CUSIP No(s). of such Registrable Securities to be included in the
           Shelf Registration Statement:
                                        ----------------------------------------


(4)        Beneficial Ownership of Other Securities of the Company:

           Except as set forth below in this Item (4), the undersigned Selling
           Securityholder is not the beneficial or registered owner of any other
           securities of the Company, other than the Securities listed above in
           Item (3).

           State any exceptions here:



(5)        Relationships with the Company:



                                      A-4
<PAGE>


           Except as set forth below, neither the Selling Securityholder nor any
           of its affiliates, officers, directors or principal equity holders
           (5% or more) has held any position or office or has had any other
           material relationship with the Company (or its predecessors or
           affiliates) during the past three years.

           State any exceptions here:



(6)        Plan of Distribution:

           Except as set forth below, the undersigned Selling Securityholder
           intends to distribute the Registrable Securities listed above in Item
           (3) only as follows (if at all): Such Registrable Securities may be
           sold from time to time directly by the undersigned Selling
           Securityholder or, alternatively, through underwriters,
           broker-dealers or agents. Such Registrable Securities may be sold in
           one or more transactions at fixed prices, at prevailing market prices
           at the time of sale, at varying prices determined at the time of
           sale, or at negotiated prices. Such sales may be effected in
           transactions (which may involve crosses or block transactions) (i) on
           any national securities exchange or quotation service on which the
           Registered Securities may be listed or quoted at the time of sale,
           (ii) in the over-the-counter market, (iii) in transactions otherwise
           than on such exchanges or services or in the over-the-counter market,
           or (iv) through the writing of options. In connection with sales of
           the Registrable Securities or otherwise, the Selling Securityholder
           may enter into hedging transactions with broker-dealers, which may in
           turn engage in short sales of the Registrable Securities in the
           course of hedging the positions they assume. The Selling
           Securityholder may also sell Registrable Securities short and deliver
           Registrable Securities to close out such short positions, or loan or
           pledge Registrable Securities to broker-dealers that in turn may sell
           such securities.

           State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which



                                      A-5
<PAGE>


may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

           (i)  To the Company:


                                                       -------------------------

                                                       -------------------------

                                                       -------------------------

                                                       -------------------------

                                                       -------------------------



           (ii) With a copy to:

                                                       -------------------------

                                                       -------------------------

                                                       -------------------------

                                                       -------------------------

                                                       -------------------------




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.



                                      A-6
<PAGE>


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
        ----------------------------





                  --------------------------------------------------------------
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                  Securities)



                  By:
                     -----------------------------------------------------------
                  Name:
                  Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE _______________ TO THE COMPANY'S COUNSEL AT:

                            -------------------------

                            -------------------------

                            -------------------------

                            -------------------------

                            -------------------------



                                      A-7
<PAGE>


                                                                       EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Bank of New York
Viasystems, Inc.
c/o The Bank of New York
101 Barclay Street-Floor 8 West
New York, New York 10286

Attention: Trust Officer

         Re:      Viasystems, Inc. (the "Company")
                  10.50% Senior Subordinated Notes due 2011



Dear Sirs:

Please be advised that _________________________________ has transferred
$________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [___] (File No.
333-_________) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated __________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                                     Very truly yours,

                                                         -----------------------
                                                           (Name)

                                                     By:
                                                         -----------------------
                                                         (Authorized Signature)



                                      A-8