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                                                                    EXHIBIT 10.1

                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of June
21, 2001 and is by and between @TRACK COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), MINORPLANET SYSTEMS PLC, a United Kingdom public
limited corporation (referred to herein as "Buyer" or "Initial Securities
Holder") and  the Other Holders (as defined herein).

     WHEREAS, the Company, Buyer and Mackay Shields LLC are concurrently with
the execution of this Agreement consummating the transactions contemplated by
that certain Stock Purchase and Exchange Agreement, dated February 12, 2001 (the
"Stock Purchase Agreement"), providing for, among other things, the receipt by
Buyer of 150,000,000 newly issued shares of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock") to be issued to Buyer, and newly
issued shares of Common Stock to be issued to the Other Holders, all in
accordance with the terms and transactions contemplated by the Stock Purchase
Agreement;

     WHEREAS, the transactions contemplated by the Stock Purchase Agreement are
to be consummated at the closing ( the "Closing");

     WHEREAS, in connection with the Stock Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:

     SECTION 1. DEFINITIONS.

     1.1  Defined Terms. (a) As used in this Agreement, the following terms
shall have the following meanings:

     "Agreement" shall mean this Registration Rights Agreement, as it may be
amended, supplemented or otherwise modified from time to time.

     "Buyer" shall have the meaning assigned to such term in the Preamble.

     "Closing" shall have the meaning assigned to such term in the Recitals.

     "Closing Date" shall mean the date on which the Closing occurs.

     "Commission" shall mean the United States Securities and Exchange
Commission or any successor thereto.

     "Common Stock" shall have the meaning assigned to such term in the Recitals
and shall also include (a) any securities issued as a dividend or distribution
on such shares of Common Stock, and (b) any securities into which such Common
Stock is converted in any merger, consolidation, reclassification, exchange
transaction or any such similar transaction.

     "Company" shall have the meaning assigned to such term in the Preamble.

     "Company Public Sale Event" shall mean any sale by the Company of Common
Stock for its own account as contemplated by subsection 4.1 pursuant to an
effective Registration Statement filed by the Company, filed on Form S-1 or any
other form for the general registration of securities with the Commission (other
than a Registration Statement filed by the Company on either Form S-4 or Form S-
8 or any registration in connection with a standby underwriting in connection
with the redemption of outstanding convertible securities).
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     "Company Sale Notice" shall mean a Notice of Offering pursuant to
Subsection 4.1 from the Company to each Security Holder stating that the Company
proposes to effect a Company Public Sale Event.

     "Demand Registration" shall have the meaning ascribed to such term in
Section 3.2(a).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and any rules and regulations promulgated thereunder, and any successor federal
statute, rules or regulations.

     "Form S-1" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-3" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-4" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Form S-8" shall mean such form of registration statement under the
Securities Act as in effect on the date hereof or any successor form thereto.

     "Initial Exchange Shares" shall mean the newly issued shares of Common
Stock issued by the Company to the Other Holders pursuant to the terms of the
Letters of Transmittal.

     "Initial Purchase Shares" shall mean the aggregate of 150,000,000 newly
issued shares of Common Stock issued by the Company to the Buyer pursuant to the
terms of the Stock Purchase Agreement at the Closing.

     "Initial Securities Holder" shall have the meaning assigned to such term in
the Preamble.

     "Letters of Transmittal" shall mean the transmittal letters by the holders
of the 13 3/4% Senior Notes due 2005, Series A, and 13 3/4% Senior Notes due
2005, Series B to the Company pursuant to the exchange offer contemplated by the
Stock Purchase Agreement.

     "Losses" shall have the meaning given thereto in Section 6.7(a)(i).

     "NASD" shall mean the National Association of Securities Dealers, Inc. or
any successor thereto.

     "Notice of Offering" shall mean a written notice with respect to (a) a
proposed Shelf Demand Registration, (b) a proposed  Demand Registration, or (c)
a Company Public Sale Event, in each case setting forth (i) the expected maximum
and minimum number of shares of Registrable Common or Common Stock, as the case
may be, proposed to be offered and sold, (ii) the lead managing underwriter, if
applicable or selected and (iii) the proposed method of distribution and the
expected timing of the offering.

     "Other Holders" shall mean the Persons who execute and deliver the Letters
of Transmittal tendering the 13 3/4% Senior Notes due 2005, Series A, and 13
3/4% Senior Notes due 2005, Series B in exchange for newly issued Common Stock
of the Company; it being agreed that such Persons shall be deemed to be
signatories to this Agreement upon execution and delivery of the Letters of
Transmittal and the consummation of the transactions contemplated thereby.

     "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

     "Piggybacking Securities Holders" shall mean Securities Holders selling
Registrable Common in connection with a Company Public Sale Event pursuant to
subsection 4.3.
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     "Preliminary Prospectus" shall mean each preliminary prospectus included in
a Registration Statement or in any amendment thereto prior to the date on which
such Registration Statement is declared effective under the Securities Act,
including any prospectus filed with the Commission pursuant to Rule 424(a) under
the Securities Act.

     "Prospectus" shall mean each prospectus included in a Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
Registration Statement in accordance with Rule 430A), together with any
supplement thereto, and any material incorporated by reference into such
Prospectus, all as filed with, or transmitted for filing to, the Commission
pursuant to Rule 424(b) under the Securities Act.

     "Public Sale Event" shall mean a Shelf Demand Registration, Demand
Registration, or a Company Public Sale Event, as the case may be.

     "Purchase Agreement" shall mean any written agreement entered into by any
Securities Holder providing for the sale of Registrable Common in the manner
contemplated by a related Registration Statement, including the sale thereof to
an underwriter for an offering to the public.

     "Registrable Common" shall mean (a) the Initial Purchase Shares, (b) the
Initial Exchange Shares and (c) any other securities issued as (or issuable upon
the conversion or exercise of any warrant, right, option or other security which
is issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, the Initial Purchase Shares or the Initial Exchange
Shares; provided, however, that any such Registrable Common shall cease to be
Registrable Common when (i) a Registration Statement with respect to the sale of
such Registrable Common has been declared effective under the Securities Act and
such securities have been disposed of in accordance with the plan of
distribution set forth in such Registration Statement, (ii) such shares are
disposed of pursuant to Rule 144 (or any similar provisions then in force) under
the Securities Act, (iii) such Registrable Common shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer under the Securities Act shall have been delivered by the Company and
they may be resold without subsequent registration or qualification under the
Securities Act or any state securities laws then in force, or (iv) such
securities shall cease to be outstanding; provided, however, that any securities
that have ceased to be Registrable Common cannot thereafter become Registrable
Common, and any security that is issued or distributed in respect to securities
that have ceased to be Registrable Common shall not be Registrable Common.

     "Registration" shall mean a registration of securities pursuant to the
Securities Act.

     "Registration Statement" shall mean any registration statement (including
the Preliminary, the Prospectus, any amendments (including any post-effective
amendments) thereof, any supplements and all exhibits thereto and any documents
incorporated therein by reference pursuant to the rules and regulations of the
Commission), filed by the Company with the Commission under the Securities Act
in connection with any Public Sale Event.

     "Responsible Officer" shall mean, as to the Company, the chief executive
officer, the president, the chief financial officer or any executive or senior
vice president of the Company.

     "Rule 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 415" shall mean Rule 415 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 424" shall mean Rule 424 promulgated by the Commission under the
Securities Act, or any successor to such Rule.

     "Rule 430A" shall mean Rule 430A promulgated by the Commission under the
Securities Act, or any successor to such Rule.
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     "Sale Event" shall mean any sale by the Company of Common Stock pursuant to
a Company Public Sale Event or any sale by any Securities Holder of Registrable
Common pursuant to a Public Sale Event.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and any
rules and regulations promulgated thereunder and, any successor federal
statutes, rules or regulations.

     "Securities Holder" or "Securities Holders" shall mean the Initial
Securities Holder, the Other Holders and any transferee thereof to whom the
rights and obligations of a Securities Holder are transferred pursuant to
subsection 6.8.

     "Securities Holders' Counsel" shall mean the law firm appointed by
Securities Holders owning a majority of the Registrable Common held by
Securities Holders at the time of such appointment representing all of the
Securities Holders with respect to a proposed offering under this Agreement, at
the expense of the Company.

     "Shelf Demand Registration" shall have the meaning assigned to such term in
subsection 2.2.

     "Shelf Registration Statement" shall have the meaning assigned to such term
in subsection 2.1.

     "Shelf Shares" shall have the meaning assigned to such term in subsection
2.1.

     "Stock Purchase Agreement" shall have the meaning assigned to such term in
the Recitals.

     "Termination Date" shall mean the later of the respective dates on which
the Company has no further obligation under the terms of this Agreement to file
or keep effective the Registration Statement.

     (b) The words "hereof, "herein' and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement.  Unless otherwise specified,
references to sections, subsections, schedules and exhibits are references to
such in this Agreement.

     SECTION 2. SHELF REGISTRATION.

     2.1  Shelf Registration. The Company agrees that, as promptly as practical
after the date hereof, and in any event no later than 90 days after the date
hereof, the Company shall use its best efforts to prepare and file with the
Commission a "shelf" Registration Statement on Form S-1 or Form S-3 for an
offering to be made on a continuous basis pursuant to Rule 415 (or any successor
rule) (the "Shelf Registration Statement") covering all of the (x) Initial
Exchange Shares and (y) nine percent (9%) of the Initial Purchase Shares
(collectively, the "Shelf Shares"); provided, however, that if the Company is
not eligible to use Form S-3 and uses Form S-1, the Initial Purchase Shares
shall not be covered by such Shelf Registration Statement.  The Company will use
its best efforts to have such Shelf Registration Statement declared effective by
the Commission on or as soon as practicable after the date hereof.  The Company
shall use its best efforts to keep the Shelf Registration Statement continuously
effective until the earlier of (A) the date the Securities Holders can sell all
their shares of the Shelf Shares without any restrictions under Rule 144 and (B)
the date on which no Shelf Shares remain outstanding.  In the event the Company
has complied with this Section by using a Form S-3 and becomes ineligible to use
such Form, it shall use its best efforts to substitute therefor, as soon as
practicable, a Form S-1 covering the Initial Exchange Shares.

     2.2  Shelf Demand Registrations. (a) If the Company shall at any time
receive a Notice of Offering from any Securities Holder or Securities Holders
holding a minimum of 10% of the Shelf Shares then outstanding (but in no event
less than 3,000,000 shares (which number shall be adjusted in accordance with
all splits, pro rata stock dividends or reclassifications of the Common Stock))
requesting an underwritten offering of Shelf Shares under the Shelf Registration
Statement that has anticipated aggregate proceeds at the time of the request
(net of underwriting discounts, commissions and expenses) in excess of
$10,000,000 (a "Shelf Demand Registration"), the Company shall, subject to the
terms and conditions hereof, be obligated to use its best efforts to facilitate
such proposed underwritten offering pursuant to the terms of this Agreement.
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     (b) Following receipt of the notice referred to in subsection 2.2(a), the
Company shall promptly, but in no event later than the fifth business day
following receipt of such notice, give a Notice of Offering to all Securities
Holders (other than the demanding Securities Holder), which shall set forth the
right of such Securities Holders to include any or all shares of Registrable
Common held by such Securities Holders in the proposed offering, subject to the
terms of this Agreement.

     (c) The Securities Holders shall be entitled to a total of three (3) Shelf
Demand Registrations during the term of this Agreement; provided, however, that
no more than two of such Shelf Demand Registrations may take place in any twelve
(12) month period.

     (d) If at any time any of the Securities Holders of the Registrable Common
covered by the Shelf Registration Statement desire to sell Registrable Common in
an underwritten offering (which for the purposes of this Agreement shall not be
deemed to include block trades) in accordance with the limitations of this
subsection 2.2, the investment banker or investment bankers that will manage the
offering will be nationally recognized underwriters selected jointly by the
Company, the Security Holder initiating such underwritten offering and the
Securities Holders owning a majority of the Registrable Common held by
Securities Holders included in such offering and reasonably acceptable to the
Company.

     (e) If the lead managing underwriter advises the Company in writing (with a
copy to each Securities Holder participating in an underwritten offering) on or
before the date five (5) days prior to the date then scheduled for such
underwritten offering that, in its opinion, the amount of securities (including
shares of Registrable Common) requested to be included in such underwritten
offering exceeds the amount which can be sold in (or during the time of) such
offering, the number of shares of Registrable Common that may be so included
shall be allocated among all Securities Holders pro rata on the basis of the
number of shares of Shelf Shares held by such Securities Holders; provided,
however, that such allocation shall not operate to reduce the aggregate number
of shares of Registrable Common that may be so included in such underwriting.
If any Securities Holder does not request inclusion of the maximum number of
shares of Shelf Shares allocated to it pursuant to the above described
procedure, the remaining portion of its allocation shall be reallocated among
those requesting Securities Holders whose allocation did not satisfy their
requests pro rata on the basis of the number of shares of Registrable Common
held by such Securities Holders, and this procedure shall be repeated until all
of the Registrable Common which may be included in the underwriting have been so
allocated.

     (f) Securities Holders holding a majority of the Shelf Shares exercising a
demand right for a Shelf Demand Registration under subsection 2.2(a) may
withdraw the exercise of such right on behalf  of all such exercising Securities
Holders as a result of a material adverse change in the earnings, condition,
financial or otherwise, or prospects of the Company, or a material adverse
change in the market for equity securities generally by giving written notice to
the Company prior to the date the Purchase Agreement for such underwritten
offering is signed, and such withdrawn Shelf Demand Registration right shall not
be deemed to be one of the three Shelf Demand Registrations provided under
Section 2.2(c); provided, however, that the Company shall not be required to
deliver a Notice of Offering with respect to a renewed or new demand for an
offering pursuant to subsection 4.2 or to take any other action with respect to
any such renewed or new demand for a period of ninety (90) days following any
such notice of withdrawal.

     SECTION 3. DEMAND REGISTRATION.

     3.1  Demand Registration. The Company agrees that, as promptly as practical
after the receipt of a Notice of Offering pursuant to Section 3.2(a), the
Company shall use its best efforts to prepare and file with the Commission a
Registration Statement on a form then available for such filing for an offering.
The Company will use its best efforts to have such Registration Statement
declared effective by the Commission on or as soon as practicable after the date
of such filing.  It is agreed that any request to register shares under this
Section 3.1 in accordance with Rule 415 under the Securities Act shall be
subject to Rule 415(a)(2) under the Securities Act.

     3.2  Demand Registrations. (a) If the Company shall at any time receive a
Notice of Offering from any Securities Holder or Securities Holders holding a
minimum of 15% of the Registrable Common then outstanding (but in no event less
than 3,000,000 shares (which number shall be adjusted in accordance with all
splits, pro rata
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stock dividends or reclassifications of the Common Stock)) requesting an
offering of Registrable Common under a Demand Registration Statement that has
anticipated aggregate proceeds at the time of the request (net of underwriting
discounts, commissions and expenses) in excess of $10,000,000 (a "Demand
Registration"), the Company shall, subject to the terms and conditions hereof,
be obligated to use its best efforts to facilitate such proposed offering
pursuant to the terms of this Agreement.

     (b) Following receipt of the notice referred to in subsection 3.2(a), the
Company shall promptly, but in no event later than the fifth business day
following receipt of such notice, give a Notice of Offering to all Securities
Holders (other than the demanding Securities Holder), which shall set forth the
right of such Securities Holders to include any or all shares of Registrable
Common held by such Securities Holders in the proposed offering, subject to the
terms of this Agreement.

     (c) The Securities Holders shall be entitled to a total of five (5) Demand
Registrations during the term of this Agreement; provided, however, that if the
Initial Purchase Shares cannot be registered on the Shelf Registration Statement
on Form S-3, the Initial Security Holder shall be entitled to two (2) additional
Demand Registrations during the term of this Agreement.  Notwithstanding the
foregoing, no more than two of such Demand Registrations may take place in any
twelve (12) month period.

     (d) If at any time any of the Securities Holders of the Registrable Common
covered by the Registration Statement desire to sell Registrable Common in an
underwritten offering (which for purposes of this Agreement shall not be deemed
to include block trades) in accordance with the limitations of subsection
3.2(a), the investment banker or investment bankers that will manage the
offering will be nationally recognized underwriters selected jointly by the
Company, the Security Holder initiating such underwritten offering and the
Securities Holders owning a majority of the Registrable Common held by
Securities Holders included in such offering and reasonably acceptable to the
Company.

     (e) If the lead managing underwriter advises the Company in writing (with a
copy to each Securities Holder participating in an underwritten offering) on or
before the date five (5) days prior to the date then scheduled for such
underwritten offering that, in its opinion, the amount of securities (including
shares of Registrable Common) requested to be included in such underwritten
offering exceeds the amount which can be sold in (or during the time of) such
offering, the number of shares of Registrable Common that may be so included
shall be allocated among all Securities Holders pro rata on the basis of the
number of shares of Registrable Common held by such Securities Holders;
provided, however, that such allocation shall not operate to reduce the
aggregate number of shares of Registrable Common that may be so included in such
underwriting.  If any Securities Holder does not request inclusion of the
maximum number of shares of Registrable Common allocated to it pursuant to the
above described procedure, the remaining portion of its allocation shall be
reallocated among those requesting Securities Holders whose allocation did not
satisfy their requests pro rata on the basis of the number of shares of
Registrable Common held by such Securities Holders, and this procedure shall be
repeated until all of the Registrable Common which may be included in the
underwriting have been so allocated.

     (f) Securities Holders holding a majority of the Registrable Common
exercising a demand right for a Demand Registration under subsection 3.2(a) may
withdraw the exercise of such right on behalf of all such exercising Securities
Holders as a result of a material adverse change in the earnings, condition,
financial or otherwise, or prospects of the Company, or a material adverse
change in the market for equity securities generally by giving written notice to
the Company prior to the date the Purchase Agreement for such underwritten
offering is signed, and such withdrawn Demand Registration right shall not be
deemed to be any of the Demand Registrations provided under Section 3.2(c);
provided, however, that the Company shall not be required to deliver a Notice of
Offering with respect to a renewed or new demand for an offering pursuant to
subsection 4.2 or to take any other action with respect to any such renewed or
new demand for a period of ninety (90) days following any such notice of
withdrawal.

     SECTION 4. COMPANY SALE EVENTS.

     4.1  Determination.  Subject to subsection 5.2, the Company may at any time
effect a Company Public Sale Event pursuant to a Registration Statement filed by
the Company if the Company gives each Securities Holder a
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Company Sale Notice, provided that such Company Sale Notice is given not less
than 21 days prior to the initial filing of the related Registration Statement.
The obligation of the Company to give to each Securities Holder a Company Sale
Notice and to permit piggyback registration rights to such Securities Holders
with respect to Registrable Common in connection with Company Sale Events in
accordance with this Section 4 shall terminate on the earlier of (A) the date
the Securities Holders can sell all their shares of the Registrable Common
without any restrictions under Rule 144 and (B) the date on which no Registrable
Common remains outstanding.

     4.2  Notice.  The Company Sale Notice shall offer the Securities Holders
the opportunity to participate in such offering and include the number of shares
of Registrable Common which represents the best estimate of the lead managing
underwriter (or, if not known or applicable, the Company) that will be available
for sale by the Securities Holders in the proposed offering.

     4.3  Piggyback Rights of Securities Holders.  (a) If the Company shall have
delivered a Company Sale Notice, Securities Holders shall be entitled to
participate on the same terms and conditions as the Company in the Company
Public Sale Event to which such Company Sale Notice relates and to offer and
sell shares of Registrable Common therein only to the extent provided in this
subsection 4.3.  Each Securities Holder desiring to participate in such offering
shall notify the Company no later than ten (10) days following receipt of a
Company Sale Notice of the aggregate number of shares of Registrable Common that
such Securities Holder then desires to sell in the offering.

     (b) Each Securities Holder desiring to participate in a Company Public Sale
Event may include shares of Registrable Common in any Registration Statement
relating to a Company Public Sale Event to the extent that the inclusion of such
shares shall not reduce the number of shares of Common Stock to be offered and
sold by the Company to be included therein.  If the lead managing underwriter
selected by the Company for a Company Public Sale Event advises the Company in
writing (with a copy to each Securities Holder) that, in its opinion, the total
number of shares of Common Stock to be sold by the Company together with the
shares of Registrable Common which such holders intend to include in such
offering would reasonably be expected to materially adversely affect the price
or distribution of the Common Stock offered in such Company Public Sale Event or
the timing thereof, then there shall be included in the offering only that
number of shares of Registrable Common, if any, that such lead managing
underwriter reasonably and in good faith believes will not materially adversely
affect the price or distribution of the Common Stock to be sold in such Company
Public Sale Event; provided that if the lead managing underwriter determines
that such factors require a limitation on the number of shares of Registrable
Common to be offered and sold as aforesaid and so notifies the Company in
writing, the number of shares of Registrable Common to be offered and sold by
Securities Holders desiring to participate in the Company Public Sale Event,
shall be allocated among those Securities Holders desiring to participate in
such Company Public Sale Event on a pro rata basis based on their holdings of
Registrable Common.  If any Securities Holder does not request inclusion of the
maximum number of shares of Registrable Common allocated to it pursuant to the
above-described procedure, the remaining portion of its allocation shall be
reallocated among those requesting Securities Holders whose allocation did not
satisfy their requests pro rata on the basis of the number of shares of
Registrable Common held by such Securities Holders, and this procedure shall be
repeated until all of the shares of Registrable Common which may be included in
the underwriting have been so allocated.

     4.4  Discretion of the Company.  In connection with any Company Public Sale
Event, subject to the provisions of this Agreement, the Company, in its sole
discretion, shall determine whether (a) to proceed with, withdraw from or
terminate such Company Public Sale Event, (b) to enter into a purchase agreement
or underwriting agreement for such Company Public Sale Event, and (c) to take
such actions as may be necessary to close the sale of Common Stock contemplated
by such offering, including, without limitation, waiving any conditions to
closing such sale which have not been fulfilled.  No public offering effected
pursuant to this Section 4 shall be deemed to have been effected pursuant to
Section 2 or Section 3 hereof.

     SECTION 5. BLACK-OUT PERIODS.

     5.1  Black-Out Periods for Securities Holders. (a) No Securities Holder
shall offer to sell or sell any shares of Registrable Common pursuant to any
Registration Statement during the 60-day period immediately following the
effective date of any Registration Statement filed by the Company in respect of
a Company Public Sale Event.
<PAGE>

     (b) No Securities Holder shall offer to sell or sell any shares of
Registrable Common pursuant to any Registration Statement, and the Company shall
not be required to supplement or amend any Registration Statement or otherwise
facilitate the sale of Registrable Common pursuant thereto, during the 90-day
period (or such lesser number of days until the Company makes its next required
filing under the Exchange Act) immediately following the receipt by each
Securities Holder of a certificate of an authorized officer of the Company to
the effect that the Board of Directors of the Company has determined in good
faith that such offer, sale, supplement or amendment is likely to (1) interfere
with or affect the negotiation or completion of any transaction that is being
contemplated by the Company (whether or not a final decision has been made to
undertake such transaction) at the time the right to delay is exercised, or (2)
involve initial or continuing disclosure obligations that might not be in the
best interest of the Company or its stockholders.  If any proposed sale is so
postponed as provided herein, Securities Holders having filed the Notice of
Offering pursuant to subsection 2.2 or 3.2 to which the deferral relates may,
within 30 days after receipt of the notice of postponement, advise the Company
in writing that it has determined to withdraw its request for registration, and
such demand registration request shall be deemed to be withdrawn and such
request shall be deemed not to have been exercised for purposes of determining
whether such holders retain the right to demand registrations pursuant to
Section 2.2(c) or 3.2(c).  Any period described in subsection 5.l(a) or 5.l(b)
during which Securities Holders are not able to sell shares of Registrable
Common pursuant to a Registration Statement is herein referred to as a "black-
out" period.  The Company shall notify each Securities Holder of the expiration
or earlier termination of any "black-out" period (the nature and pendency of
which need not be disclosed during such "black-out" period).

     (c) The period during which the Company is required pursuant to subsection
2.l, respectively, to keep the Shelf Registration Statement continuously
effective shall be extended by a number of days equal to the number of days, if
any, of any "black-out" period applicable to Securities Holders pursuant to this
subsection 5.1 occurring during such period, plus a number of days equal to the
number of days during such period, if any, of any period during which the
Securities Holders are unable to sell any shares of Registrable Common pursuant
to the Shelf Registration Statement as a result of the happening of any event of
the nature described in subsections 6.3(c)(ii), 6.3(c)(iii) or 6.3(c)(v).

     (d) Notwithstanding any provision to the contrary in this Section 5.1, (i)
none of the "black-out" periods described in subsections 5.1(a) and 5.1(b) shall
apply to the Other Holders for a period of 180 days from the expiration of the
180th day after the Closing Date and 90 days after the one year anniversary of
the Closing Date, and such 180-day period and 90-day period shall not be deemed
to run, and thus the number of days remaining in such period shall not be
reduced, during any time in which the Shelf Registration Statement is not
effective, and (ii) during any twelve-month period, the application of
subsections 5.1(a) and 5.1(b) shall not leave Security Holders with fewer than
270 days on which they may offer to sell and/or sell shares of Registrable
Common.

     5.2  Black-Out Period for the Company.  Except for offers to sell and sales
of Common Stock pursuant to a Registration Statement on Form S-8 or on Form S-4,
standby underwritings in connection with the redemption of outstanding
convertible securities, the conversion of outstanding convertible securities or
in connection with the acquisition by the Company of another company or
business, the Company shall not publicly offer to sell or sell any shares of
capital stock of the Company during the 60-day period immediately following the
initial sale of shares by any Securities Holder in a Shelf Demand Registration
or a Demand Registration.

     SECTION 6. AGREEMENTS CONCERNING OFFERINGS.

     6.1  Obligations of Securities Holders. (a) Each Securities Holder shall,
upon the reasonable request of the Company, advise the Company of the number of
shares of Registrable Common then held or beneficially owned by it.

     (b) It shall be a condition precedent to the obligations of the Company to
effect a Registration of, or facilitate any Public Sale Event with respect to,
any shares of Registrable Common for any Securities Holder that such Securities
Holder shall have furnished to the Company a complete Securities Holder's
Questionnaire requesting such information regarding such Securities Holder or
the Registrable Common held by such Securities Holder and the intended method of
disposition of such securities as shall be required by law, the Commission or
the NASD, and any other information relating to such Registration reasonably
required by the Company.
<PAGE>

     6.2  Obligations of the Company.  Whenever required under this Agreement to
proceed with a Registration of any Registrable Common, the Company shall,
subject to the terms and conditions of this Agreement, use its best efforts to
proceed as expeditiously as reasonably possible to:

     (a) Prepare and file with the Commission a Registration Statement with
respect to such Registrable Common and use its best efforts to cause such
Registration Statement to become effective; provided, however, that before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, the Company will furnish to the Security Holders covered by such
Registration Statement and to Securities Holders' Counsel copies of any such
Registration Statement or Prospectus proposed to be filed.

     (b) Prepare and file with the Commission such amendments (including post-
effective amendments) to such Registration Statement and supplements to the
related Prospectus used in connection with such Registration Statement, and
otherwise use its best efforts, to the end that such Registration Statement
reflects the plan of distribution of the securities registered thereunder that
is included in the relevant Notice of Offering and is effective until the
completion of the distribution contemplated by such Registration Statement or so
long thereafter as a broker or dealer is required by law to deliver a Prospectus
in connection with the offer and sale of the shares of Registrable Common
covered by such Registration Statement and/or as shall be necessary so that
neither such Registration Statement nor the related Prospectus shall contain any
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
so that such Registration Statement and the related Prospectus will otherwise
comply with all applicable legal and regulatory requirements.  The Company shall
not be deemed to have effected a Registration for any purpose under this
Agreement unless and until such Registration Statement is declared effective by
the Commission.

     (c) Provide to any Securities Holder requesting to include Registrable
Common in such Registration Statement and any managing underwriter(s)
participating in any distribution thereof and to any attorney, accountant or
other agent retained by such Securities Holder or managing underwriter(s),
reasonable access to appropriate officers and directors of the Company, its
independent auditors and counsel to ask questions and to obtain information
(including any financial and other records and pertinent corporate documents)
reasonably requested by any such Securities Holder, managing underwriter(s),
attorney, accountant or other agent in connection with such Registration
Statement or any amendment thereto; provided, however, that (i) in connection
with any such access or request, any such requesting Persons shall cooperate to
the extent reasonably practicable to minimize any disruption to the operation by
the Company of its business and (ii) any records, information or documents shall
be kept confidential by such requesting Persons, unless (A) such records,
information or documents are in the public domain or otherwise publicly
available or (B) disclosure of such records, information or documents is
required by court or administrative order or by applicable law (including,
without limitation, the Securities Act).

     (d) Furnish at the Company's expense to the participating Securities
Holders and any managing underwriter(s) and to any attorney, accountant or other
agent retained by such Securities Holders or managing underwriter(s), such
number of copies of any Registration Statement and Prospectus, including any
Preliminary Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the shares of Registrable Common owned by them.

     (e) Prior to any Public Sale Event, use its best efforts to register and
qualify the securities covered by such Registration Statement (to the extent
exemptions are not available) under securities or 'Blue Sky' laws of such other
jurisdictions as shall be reasonably requested by the Securities Holders or the
managing underwriter(s) and to keep each such registration or qualification
effective during the period required for such Public Sale Event to be
consummated; provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions in
which it has not already done so.

     (f) Enter into and perform its obligations under a Purchase Agreement, if
the offering is an underwritten offering, in usual and customary form, with the
managing underwriters) of such underwritten offering; provided, however, that
each Securities Holder participating in such Public Sale Event shall also enter
into and perform its obligations under such Purchase Agreement so long as such
obligations are usual and customary obligations of selling stockholders in a
registered public offering.
<PAGE>

     (g) Use its best efforts to cause the Registrable Common covered by the
Registration Statement to be listed on each national securities exchange in the
United States on which the Common Stock is then listed or quoted on each inter-
dealer quotation system on which the Common Stock is then quoted.

     (h) Provide for or designate a transfer agent and registrar (which may be
the same entity) for the Registrable Common covered by the Registration
Statement from and after the effective date of such Registration Statement.

     (i) Cooperate with the selling Securities Holders of Registrable Common and
any managing underwriters to facilitate the timely issuance and delivery to any
underwriters to which any Securities Holder may sell Registrable Common in such
offering, certificates evidencing shares of the Registrable Common not bearing
any restrictive legends and in such denominations and registered in such names
as the managing underwriters may request.

     (j) Facilitate the distribution and sale of any shares of Registrable
Common to be offered pursuant to this Agreement, including, without limitation,
by making road show presentations, holding meetings with potential investors and
taking such other reasonable actions as shall be requested by the Securities
Holders holding a majority of the shares of Registrable Common covered by a
Registration Statement or the lead managing underwriter of an underwritten
offering; provided that the Company receives reasonable notice of such requested
actions by any of the Securities Holders and the lead managing underwriter.

     6.3  Agreements Related to Offerings.  Subject to the terms and conditions
hereof, in connection with the Registration Statement covering any Public Sale
Event, as applicable:

     (a) The Company and each Securities Holder will cooperate with the
underwriters for any offering of Registrable Common proposed to be sold pursuant
to a Registration Statement, and will, unless the parties to the Purchase
Agreement otherwise agree, use its best efforts to enter into a Purchase
Agreement not inconsistent with the terms and conditions of this Agreement and
containing such other terms and conditions of a type and form reasonable and
customary for companies of similar size and credit rating (including, but not
limited to, such provisions for indemnification and contribution and for the
delivery of a 'comfort letter' and legal opinion as are customary), and use its
best efforts to take all such other reasonable actions as are necessary or
advisable to permit, expedite and facilitate the disposition of such shares of
Registrable Common in the manner contemplated by such Registration Statement in
each case to the same extent as if all the shares of Registrable Common then
being offered were for the account of the Company.

     (b) Neither such Registration Statement nor any amendment or supplement
thereto will be filed by the Company until Securities Holders' Counsel shall
have had a reasonable opportunity to review the same and to exercise its rights
under subsection 6.2(c) with respect thereto.  No amendment to such Registration
Statement naming any Securities Holder as a selling security holder shall be
filed with the Commission until such Securities Holder shall have had a
reasonable opportunity to review such Registration Statement as originally
filed.  Neither such Registration Statement nor any related Prospectus or any
amendment or supplement thereto shall be filed by the Company with the
Commission which shall be disapproved (for reasonable cause) by the managing
underwriters named therein or Securities Holders' Counsel within a reasonable
period after notice thereof.

     (c) The Company will use its reasonable efforts to keep the Securities
Holders informed of the Company's best estimate of the earliest date on which
such Registration Statement or any post-effective amendment thereto will become
effective and will notify each Securities Holder, Securities Holders' Counsel
and the managing underwriter(s), if any, participating in the distribution
pursuant to such Registration Statement promptly (i) when such Registration
Statement or any post-effective amendment to such Registration Statement is
filed or becomes effective, (ii) of any request by the Commission for an
amendment or any supplement to such Registration Statement or any related
Prospectus, or any other information request by any other governmental agency
directly relating to the offering, and promptly deliver to each Securities
Holder participating in the offering and the managing underwriter(s), if any,
copies of all correspondence between the Commission or any such governmental
agency or self-regulatory body and all written memoranda relating to discussions
with the Commission or its staff with respect to the Registration Statement or
proposed sale of shares, to the extent not covered by attorney-client privilege
or constituting attorney work product, (iii) of the issuance by the Commission
of any stop order suspending
<PAGE>

the effectiveness of such Registration Statement or of any order preventing or
suspending the use of any related Prospectus or the initiation or threat of any
proceeding for that purpose, (iv) of the suspension of the qualification of any
shares of Common Stock included in such Registration Statement for sale in any
jurisdiction or the initiation or threat of a proceeding for that purpose, (v)
of any determination by the Company that an event has occurred (the nature and
pendency of which need not be disclosed during a 'black-out period' pursuant to
subsection 5.1(b)) which makes untrue any statement of a material fact made in
such Registration Statement or any related Prospectus or which requires the
making of a change in such Registration Statement or any related Prospectus in
order that the same will not contain any 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, in light of the circumstances under which they were
made, not misleading, (vi) of the completion of the distribution contemplated by
such Registration Statement if it relates to a Company Sale Event, and (vii) if
at any time the representations and warranties of the Company under Section 7
cease to be true and correct in all material respects.

     (d) In the event of the issuance of any stop order suspending the
effectiveness of such Registration Statement or of any order suspending or
preventing the use of any related Prospectus or suspending the qualification of
any shares of Common Stock included in such Registration Statement for sale in
any jurisdiction, the Company will use its reasonable best efforts to obtain its
withdrawal at the earliest possible time.

     (e) The Company agrees to otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to the
Security Holders, as soon as reasonably practicable, but not later than fifteen
months after the effective date of such Registration Statement, an earnings
statement covering the period of at least twelve months beginning with the first
full fiscal quarter after the effective date of such Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.

     (f) The Company shall, subject to permitted "black-out" periods, upon the
happening of any event of the nature described in subsection 6.3(c)(ii),
6.3(c)(iii) or 6.3(c)(v), as expeditiously as reasonably possible, prepare a
supplement or post-effective amendment to the applicable Registration Statement
or a supplement to the related Prospectus or any document incorporated therein
by reference or file any other required documents and deliver a copy thereof to
each Securities Holder so that, as thereafter delivered to the purchasers of the
Registrable Common being sold thereunder, such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or make the statements therein, in light of the circumstances
under which they were made, not misleading.

     6.4  Certain Expenses.  The Company shall pay all fees, disbursements and
expenses in connection with any Company Public Sale Event, Shelf Registration
Statement and Registration Statement and the performance of its obligations
hereunder (including those pursuant to subsection 2.2 and subsection 3.2
hereof), including, without limitation, to the extent applicable, all
registration and filing fees, printing, messenger and delivery expenses, fees of
the Company's auditors, listing fees, registrar and transfer agents' fees,
reasonable fees and disbursements of Securities Holders' Counsel in connection
with the registration but not the disposition of the Registrable Common
(provided that the Company shall have no obligation to reimburse the fees and
disbursements of any other counsel to any Securities Holder), fees and
disbursements for counsel for the Company, fees and expenses (including
reasonable fees and disbursements of counsel) of complying with applicable state
securities or 'Blue Sky" laws and the fees of the NASD in connection with its
review of any offering contemplated in any such Registration Statement, but not
including underwriting discounts and commissions or brokerage commissions on any
shares of Registrable Common sold in any such offering.

     6.5  Reports Under the Exchange Act. (a) From the date hereof to the
Termination Date, the Company agrees to:

          (i) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act or the Exchange Act;
and

          (ii) furnish to any Securities Holder, forthwith upon request (A) a
written statement by the Company that it has complied with the current public
information and reporting requirements of Rule 144 and the Exchange Act, (B) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (C) such other information as
may be reasonably requested in
<PAGE>

connection with any Securities Holder availing itself of any rule or regulation
of the Commission which permits the selling of any such securities without
Registration or pursuant to such rule or regulation.

     (b) if any Securities Holder is required to file a Form 144 with respect to
any sale of shares of Registrable Common, such Securities Holder shall promptly
deliver to the Company a copy of such completed Form 144 filed with the
Commission.

     6.6  Limitations on Subsequent Registration Rights.  From the date hereof
to the Termination Date, the Company shall not, without the prior written
consent of Securities Holders owning a majority of the shares of Registrable
Common held by Securities Holders at such time, enter into any agreement (other
than this Agreement) which would allow any holder or prospective holder of
Common Stock to include such securities in any Registration Statement, or which
would provide any holder or prospective holder of Common Stock piggyback
registration rights for such Common Stock unless the piggyback registration
rights provided to the Securities Holders hereunder shall have priority in the
event of any cutback.

     6.7  Indemnification and Contribution.  (a) In connection with (x) the
Shelf Registration Statement, subsections 6.7(a)(i), (ii) and (v), 6.7(c) and
6.5(e) hereof shall be in full force and effect upon the effective date of the
Shelf Registration Statement, and (y) a Registration Statement which covers
Registrable Common being sold by Piggybacking Securities Holders or in
connection with an underwritten offering pursuant to the Shelf Registration
Statement under subsection 2.2 or a Registration Statement pursuant to
subsection 3.2, provisions substantially in conformity with the following
provisions shall be contained in the related Purchase Agreement unless the
parties to such Purchase Agreement agree otherwise (references in such
provisions to a Securities Holder or an underwriter being references to a
Securities Holder or an underwriter participating in the offering covered by
such Registration Statement):

         (i) The Company agrees to indemnify and hold harmless each Securities
Holder and each Person, if any, who controls such Securities Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
and each of their respective officers, directors and employees against any
losses, claims, damages or liabilities, joint or several, or actions in respect
thereof to which such Securities Holder or Persons may become subject under the
Securities Act, or otherwise (collectively, "Losses"), insofar as such Losses
arise out of, or are based upon, any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement, any
related Preliminary Prospectus or any related Prospectus, 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
Securities Holder or Persons for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Losses; provided,
however, that the Company shall not be so liable to the extent that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in said Registration Statement in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein.  Notwithstanding the foregoing,
the Company shall not be liable in any such instance to the extent that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus if
(i) after the Company had made available a sufficient number of copies of the
Prospectus, such Securities Holder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale of
Registrable Common to the Person asserting such Losses or who purchased the
Registrable Common the purchase of which is the basis of the action if, in
either instance, such delivery by such Securities Holder is required by the
Securities Act and (ii) the Prospectus would have corrected such untrue
statement or alleged untrue statement or alleged omission; and the Company shall
not be liable in any such instance to the extent that any such Losses arise out
of, or are based upon, an untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in the
Prospectus, if such untrue statement or alleged untrue statement, omission or
alleged omission is corrected in an amendment or supplement to the Prospectus
and if, having previously been furnished by or on behalf of the Company with
copies of the Prospectus as so amended or supplemented, such Securities Holder
thereafter fails to deliver such Prospectus as so amended or supplemented, prior
to or concurrently with the sale of Registrable Common if such delivery by such
Securities Holder is required by the Securities Act.  This indemnity agreement
will be in addition to any liability which the Company may otherwise have and
shall remain in full force and effect
<PAGE>

regardless of any investigation made by or on behalf of such holder or any such
Person and shall survive the Termination Date and the transfer of Registrable
Common by such holder as otherwise permitted hereby.

       (ii) Each Securities Holder severally agrees to indemnify and hold
harmless the Company, each other Securities Holder and each Person, if any, who
controls the Company or such other Securities Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and their
respective officers, directors and employees, against any Losses to which the
Company, such other Securities Holder or such Persons may become subject under
the Securities Act, or otherwise, insofar as such Losses arise out of, or are
based upon, any untrue statement or alleged untrue statement of any material
fact contained in such Registration Statement, any related Preliminary
Prospectus or any related Prospectus, 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 the Company, such other
Securities Holder or such Persons for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Losses,
in each instance to the extent, but only to the extent, that any such Losses
arise out of, or are based upon, an untrue statement or alleged untrue statement
of a material fact or an omission or alleged omission to state a material fact
in said Registration Statement, said Preliminary Prospectus or said Prospectus,
or any said amendment or supplement thereto in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein; provided, however, that the
liability of each Securities Holder under this subsection 6.7(a)(ii) shall be
limited to an amount equal to the proceeds of the sale of shares of Registrable
Common by such Securities Holder in the offering which gave rise to the
liability (net of all costs and expenses (including underwriting commissions and
disbursements) paid or incurred by such Securities Holder in connection with the
registration, if any, and sale).

       (iii)  The Company will indemnify and hold harmless each underwriter and
each Person, if any, who controls any such underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and their
respective officers, directors and employees, against any Losses to which such
underwriter or Persons may become subject under the Securities Act, or
otherwise, insofar as such Losses arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in such
Registration Statement, any related Preliminary Prospectus or any related
Prospectus, 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 underwriter or Persons for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Losses; provided, however, that (i) the Company shall not be
so liable to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement of a material fact or an omission
or alleged omission to state a material fact in said Registration Statement,
said Preliminary Prospectus or said Prospectus or any said amendment or
supplement in reliance upon, and in conformity with, written information
furnished to the Company by or on behalf of such underwriter specifically for
use therein; and (ii) such indemnity with respect to any Preliminary prospectus
shall not inure to the benefit of any underwriter (or any Person controlling
such underwriter) from whom the Person asserting any such Losses purchased
shares of Common Stock if such Person did not receive a copy of the Prospectus
(or the Prospectus as amended or supplemented) at or prior to the confirmation
of the sale of such shares of Common Stock to such Person in any case where such
delivery is required by the Securities Act and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact in such
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
amended or supplemented); provided, further, that the Company shall only be
required to provide the indemnification described in this subsection 6.7(a)(iii)
to an underwriter and each Person, if any, who controls such underwriter, and
their respective officers, directors and employees, if such underwriter agrees
to indemnification provisions substantially in the form set forth in subsection
6.7(b).

       (iv) Each Securities Holder will severally indemnify and hold harmless
each underwriter and each Person, if any, who controls such underwriter within
the meaning of Section 15 of the Securities Act or section 20 of the Exchange
Act, and their respective officers, directors and employees, against any Losses
to which such underwriter or such Persons may become subject under the
Securities Act, or otherwise, insofar as such Losses arise out of, or are based
upon, any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, any related Preliminary Prospectus or
any related Prospectus, 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
<PAGE>

will reimburse such underwriter or such Persons for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Losses, in each case to the extent, but only to the extent, that any such
Losses arise out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in said Registration Statement in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of such
Securities Holder specifically for use therein; provided, however, that such
Securities Holder shall only be required to provide the indemnification
described in this subsection 6.7(a)(iv) to an underwriter and each Person, if
any, who controls such underwriter if such underwriter agrees to indemnification
provisions substantially in the form set forth in subsection 6.7(b); and
provided, further, that such Securities Holder shall not be liable in any such
case to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus if (i) such underwriter failed to send or
deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale of Registrable Common to the Person asserting such Loss
who purchased the Registrable Common which is the subject thereof where such
delivery is required by the Securities Act and (ii) the Prospectus would have
corrected such untrue statement or omission or alleged untrue statement or
alleged omission; and such Securities Holder shall not be liable in any such
case to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact in the Prospectus, if such untrue
statement or alleged untrue statement, omission or alleged omission is corrected
in an amendment or supplement to the Prospectus and if, having previously been
furnished by or on behalf of such Securities Holder with copies of the
Prospectus as so amended or supplemented, such underwriter thereafter fails to
deliver such Prospectus as so amended or supplemented, prior to or concurrently
with the sale of Registrable Common to the Person asserting such Loss who
purchased such Registrable Common which is the subject thereof or where such
delivery is required by the Securities Act, and provided, further, that the
liability of such Securities Holder under this subsection 6.7(a)(iv) shall be
limited to an amount equal to the proceeds of the sale of shares of Common Stock
by such Securities Holder in the offering which gave rise to the liability (net
of all costs and expenses (including underwriting commissions and disbursements)
paid or incurred by such Securities Holder in connection with the registration,
if any, and sale).

     (v) Promptly after any Person entitled to indemnification under this
subsection 6.7 or such Purchase Agreement receives notice of any claim or the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party pursuant to the
indemnification provisions of this subsection 6.7 of such Purchase Agreement,
notify the indemnifying party in writing of the claim or the commencement of
such action; provided, however, that the failure or delay to so notify the
indemnifying party shall not relieve it from any liability which it may have to
the indemnified party hereunder unless and to the extent such failure or delay
has materially prejudiced the rights of the indemnifying party and shall not, in
any event, relieve it from any liability which it may have to the indemnified
party other than pursuant to the indemnification provisions of this subsection
6.7 or such Purchase Agreement.  If any such claim or action shall be brought
against an indemnified party, and it has notified the indemnifying party thereof
in accordance with the terms hereof, the indemnifying party shall be entitled to
participate in the defense of such claim, or, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party,
upon written notice to the indemnified party of such assumption.  After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, (i) the indemnifying party shall not be
liable to the indemnified party pursuant to the indemnification provisions
hereof or of such Purchase Agreement for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation, (ii) the indemnifying
party shall not be liable for the costs and expenses of any settlement of such
claim or action unless such settlement was effected with the consent of the
indemnifying party (which consent shall not be unreasonably withheld or delayed)
and (iii) the indemnified party shall be obligated to cooperate with the
indemnifying party in the investigation of such claim or action; provided,
however, that any indemnified party hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim assumed by the
indemnifying party, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (a) the employment of such counsel has
been specifically authorized in writing by the indemnifying party, (b) the
indemnifying party shall have failed to assume the defense of such claim from
the Person entitled to indemnification hereunder and failed to employ counsel
within a reasonable period following such assumption, or (c) in the reasonable
judgment of the indemnified party, based upon advice of its counsel, a material
conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims or there may be one or more
material legal defenses available to it
<PAGE>

which are different from or additional to those available to the indemnifying
party (in which case, if the indemnified party notifies the indemnifying party
in writing that the indemnified party elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of the indemnified party).
Notwithstanding the foregoing, the Securities Holders (together with their
respective controlling Persons and officers, directors and employees) and the
underwriters (together with their respective controlling Persons and officers,
directors and employees) shall, each as a separate group, have the right to
employ at the expense of the Company only one separate counsel for each such
group to represent such Securities Holders and such underwriters (and their
respective controlling Persons and officers, directors and employees) who may be
subject to liability arising out of any one action (or separate but
substantially similar actions in the same jurisdiction arising out of the same
general allegations or circumstances) in respect of which indemnity may be
sought by such Securities Holders and underwriters against the Company pursuant
to the indemnification provisions of this subsection 6.7 or such Purchase
Agreement. If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld or
delayed). No indemnifying party will consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. All fees and expenses to
be paid by the indemnifying party hereunder shall be paid a commercially
reasonable time after they are billed to the indemnified party, subject to
receipt of a written undertaking from the indemnified party to repay such fees
and expenses if indemnity is not ultimately determined to be available to such
indemnified party under this subsection 6.7.

     (b) As a condition to agreeing in any Purchase Agreement to the
indemnification provisions set forth in subsections 6.7(a)(iii) and 6.7(a)(iv)
in favor of an underwriter participating in the offering covered by the related
Registration Statement, its controlling Persons, if any, and their respective
officers, directors and employees, the Company and the Securities Holders
participating in an offering pursuant to such Registration Statement may require
that such underwriter agree in the Purchase Agreement to provisions
substantially in the form set forth in subsection 6.7(a)(v) and to severally
indemnify and hold harmless the Company, each Securities Holder participating in
such offering, each Person, if any, who controls the Company or such Securities
Holder within the meaning of the Securities Act, and their respective officers,
directors and employees against any Loss to which the Company, such Securities
Holder or such Persons may become subject under the Securities Act, or
otherwise, insofar as such Losses arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in such
Registration Statement in which such underwriter is named as an underwriter, any
related Preliminary Prospectus or any related Prospectus, 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 to reimburse the
Company, such Securities Holder or such Persons for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Losses in each case to the extent, but only to the extent, that any such
Loss arises out of, or are based upon, an untrue statement or alleged untrue
statement of a material fact in said Registration Statement, said Preliminary
Prospectus or said Prospectus or any said amendment or supplement in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of such underwriter specifically for use therein.

     (c) In order to provide for just and equitable contribution between the
Company and such Securities Holders in circumstances in which the
indemnification provisions of this subsection 6.7 or the related Purchase
Agreement are for any reason insufficient or inadequate to hold the indemnified
party harmless, the Company and such Securities Holders shall contribute to the
aggregate Losses (including any investigation, legal and other fees and expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suitor proceeding or any claim as asserted, but after deducting any
contribution actually received from Persons other than the Company and such
Securities Holders) to which the Company and one or more of its directors or its
officers who sign such Registration Statement or such Securities Holders or any
controlling Person of any of them, or their respective officers, directors or
employees may become subject, under the Securities Act, under any other statute,
at common law or otherwise, insofar as such Losses or actions in respect thereof
arise out of, or are based upon, any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement or any
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.  Such contributions shall be in such amounts that the
portion of such Losses for which each such Securities Holder shall be
responsible under this subsection 6.7(c) shall be limited to the portion of such
Losses which are directly attributable to an untrue statement of a material fact
or an
<PAGE>

omission to state a material fact in said Registration Statement in reliance
upon, and in conformity with, written information furnished to the Company by or
on behalf of any such Securities Holders specifically for use therein, and the
Company shall be responsible for the balance of such Losses; provided, however,
that the liability of each such Securities Holder to make such contribution
shall be limited to an amount equal to the proceeds of the sale of shares of
Registrable Common by such Securities Holder in the offering which gives rise to
the liability (net of all cost and expenses (including underwriting commissions
and disbursements) paid or incurred in connection with the registration, if any,
and sale). As among themselves, such Securities Holders agree to contribute to
amounts payable by other such Securities Holders in such manner as shall, to the
extent permitted by law, give effect to the provisions in subsection 6.7(a)(ii)
and those provisions in the Purchase Agreement comparable to such subsection
6.7(a)(ii). The Company and such Securities Holders agree that it would not be
just and equitable if their respective obligations to contribute pursuant to
this subsection were to be determined by pro rata allocation (other than as set
forth above) of the aggregate Losses by reference to the proceeds realized by
such Securities Holder in a sale pursuant to said Registration Statement or said
Prospectus or by any other method of allocation which does not take account of
the considerations set forth in this subsection 6.7(c). No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution under this subsection from any
Person who was not guilty of such fraudulent misrepresentation.

     (d) The Company and the Securities Holders participating in an offering
pursuant to a Registration Statement agree that, if the underwriters
participating in a Public Sale Event are agreeable, the Purchase Agreement, if
any, relating to such Registration Statement shall contain provisions to the
effect that in order to provide for just and equitable contribution between such
underwriters on the one hand and the Company and such Securities Holders on the
other hand in circumstances in which the indemnification provisions of such
Purchase Agreement are for any reason insufficient or inadequate to hold the
indemnified party harmless, the Company and such Securities Holders on the one
hand and such underwriters on the other hand will contribute on the basis herein
set forth to the aggregate Losses, (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or claims asserted, but after deducting any
contribution actually received from Persons other than the Company and such
Securities Holders and such underwriters) to which the Company and one or more
of its directors or its officers who sign such Registration Statement or such
Securities Holders or such underwriters or any controlling Person of any of
them, or their respective officers, directors or employees may become subject,
under the Securities Act, under any other statute, at common law or otherwise
insofar as such Losses, arise out of, or are based upon an untrue statement or
alleged untrue statement of any material fact contained in such Registration
Statement, any related Preliminary Prospectus or any related Prospectus, 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.  Such
contribution shall be in such proportions as is appropriate to reflect the
relative benefits received by the Company and such Securities Holders on the one
hand and such underwriters on the other hand from the offering of the shares of
Common Stock covered by such offering.  The relative benefits received by the
Company and such Securities Holders on the one hand and such underwriters on the
other hand shall be deemed to be in the same proportion as the aggregate total
net proceeds from the offering (before deducting expenses) received by the
Company and such Securities Holders bear to the total underwriting discounts and
commissions received by such underwriters for such offering.  Notwithstanding
the provisions set forth above, no underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the shares
of Common Stock 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 under the provision set forth above from any
Person who was not guilty of such fraudulent misrepresentation.

     (e) The obligations of the Company and the Securities Holders under the
provisions of this subsection 6.7 and provisions in any Purchase Agreement
substantially similar to subsections 6.7(a), 6.7(b) 6.7(c) or 6.7(d) shall
survive the termination of any or all of the other provisions of this Agreement
or such Purchase Agreement.

     6.8  Transfer of Rights Under this Agreement; Transfers of Registrable
Common.  (a) During the period from the date hereof to the Termination Date, the
rights and obligations of a Securities Holder under this Agreement may be
transferred by a Securities Holder to a transferee of Registrable Common
(subject to the provisos to the definitions of Registrable Common); provided;
however, that, within a reasonable period of time (but in no event
<PAGE>

less than five (5) days) prior to such transfer, (i) the transferring Securities
Holders shall have furnished the Company and the other Securities Holders
written notice of the name and address of such transferee and the number of
shares of Registrable Common with respect to which such rights are being
transferred and (ii) such transferee shall furnish the Company and the
Securities Holders (other than the transferring Securities Holders) a copy of a
duly executed agreement by which such transferee (A) assumes all of the
obligations and liabilities of its transferor hereunder, (B) enjoys all of the
rights of its transferor hereunder and (C) agrees itself to be bound hereby.

     (b) If the stock certificates of a transferring Securities Holder bear a
restrictive legend pursuant to subsection 6.9, the stock certificates of its
transferee to whom the rights hereunder are being transferred shall, subject to
such subsection 6.9, also bear such a restrictive legend.

     (c) Except with respect to transfers pursuant to paragraph (a) above, and
subject to the provisions of paragraph (b) above, a transferee of Registrable
Common shall neither assume any liabilities or obligations nor enjoy any rights
hereunder and shall not be bound by any of the terms hereof.

     (d) Each Securities Holder hereby agrees that any transfer of shares of
Registrable Common by such Securities Holder shall be made (i) in compliance
with, or in a transaction exempt from, the registration requirements set forth
in the Securities Act and (ii) in compliance with all other applicable laws.
The Company may request, as a condition to the transfer of any Registrable
Common, that the transferring Securities Holders provide the Company with (A)
evidence that the proposed transferee is an "accredited investor" as deemed in
Rule 501 under the Securities Act and appropriate " private placement"
representations pursuant to Section 4(2) of the Securities Act, and (B) an
opinion of securities counsel reasonably satisfactory to it with regard to
compliance with this subsection (d).

     6.9  Restrictive Legend.  Each certificate evidencing shares of Registrable
Common shall, unless and until such shares are sold or otherwise transferred
pursuant to an effective Registration Statement under the Securities Act or
unless, in the absence of such a Registration Statement, the Company receives an
opinion of counsel reasonably satisfactory to it that the restrictive legend set
forth below may be removed without violation of applicable law (including,
without limitation, the Securities Act), be stamped or otherwise imprinted with
a conspicuous legend in substantially the following form:

     THE OFFER AND SALE OF THE SECURITIES OF THIS COMPANY REPRESENTED BY THIS
     CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS, AND THESE SECURITIES
     CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE OFFER AND
     SALE THEREOF ARE REGISTERED UNDER SUCH LAWS OR EXEMPTIONS FROM REGISTRATION
     ARE AVAILABLE AND THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL
     SATISFACTORY TO THE COMPANY AND KNOWLEDGEABLE AS TO SECURITIES MATTERS
     STATING THAT EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE
     AND THAT THE PROPOSED SALE DOES NOT, AND WILL NOT PLACE THE COMPANY NOR ANY
     AFFILIATE THEREOF, IN VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR FOREIGN
     SECURITIES LAW, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

     THE TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO
     A REGISTRATION RIGHTS AGREEMENT DATED AS OF [_______ __, 2001], WITH THE
     ISSUER AS FROM TIME TO TIME AMENDED, AND NO TRANSFER OF THE SECURITIES
     EVIDENCED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS MADE IN
     ACCORDANCE WITH SAID AGREEMENT.  A COPY OF SAID AGREEMENT IS ON FILE AND
     MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

     SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     In connection with each Registration Statement, the Company shall, on the
respective date of effectiveness of each such Registration Statement with the
Commission, certify to each Securities Holder in a certificate of a Responsible
Officer of the Company to the effect that the representations and warranties set
forth below are true and
<PAGE>

correct at and as of such effective date. In connection with any other Sale
Event in which Securities Holders participate, except as otherwise may be agreed
upon by such participating Securities Holders and the Company, the Company shall
represent and warrant in the Purchase Agreement relating to such Sale Event to
the Securities Holders and any underwriters participating in such Sale Event as
follows (except as otherwise indicated, each reference in this Section to the
"Registration Statement" shall refer to the Shelf Registration Statement, or a
Registration Statement in respect of any other such Sale Event in which
Securities Holders participate, as the case may be, including all information
deemed to be a part thereof, as amended, and each reference to "the Prospectus"
shall refer to the related Prospectus):

     (a) At the time of filing, the Registration Statement (i) is on a form for
which the Company then qualifies, which form is available for the sale of the
shares of Registrable Common in accordance with the intended method or methods
of distribution thereof and which form covers the registration of at least such
number of shares of Registrable Common as shall have been requested to be
included therein (subject to any cutbacks determined by an underwriter pursuant
to the terms of this Agreement), (ii) complies in all material respects with the
applicable form and with the applicable requirements of the Securities Act and
includes all financial statements and other information required by the
Commission to be filed therewith, and (iii) does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein in light of
the circumstances under which they were made not misleading; provided, however,
that the Company makes no representations or warranties as to the information
contained in or omitted from the Registration Statement in reliance upon and in
conformity with the information furnished in writing to the Company by or on
behalf of any Securities Holder specifically for use in connection with the
preparation thereof or any information furnished in writing to the Company by or
on behalf of any underwriter specifically for use in connection with the
preparation thereof, other than that the Company has no knowledge of any such
untrue statement or omission in respect of such information.

     (b) (i) When the Registration Statement became (in the case of a
Registration Statement filed pursuant to Rule 415) or shall become effective,
the Registration Statement did or will comply in all material respects with the
applicable requirements of the Securities Act, (ii) when the Prospectus is filed
in accordance with Rule 424(b), the Prospectus (and any supplements thereto)
will comply in all material respects with the applicable requirements of the
Securities Act, (iii) the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, and (iv) the Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing pursuant to Rule 424(b), the
Prospectus (together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement, or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Securities Holder specifically for use in
connection with the preparation of the Registration Statement or the Prospectus
(or any supplement thereto) or any information furnished in writing to the
Company by or on behalf of any underwriter specifically for use in connection
with the preparation of the Registration Statement or the Prospectus (or any
supplement thereto), other than that the Company has no knowledge of any such
untrue statement or omission in respect of such information.

     (c) (i) The public accountants who certified the Company's financial
statements in the Registration Statement are independent certified public
accountants within the meaning of the Securities Act; (ii) the historical
consolidated financial statements, together with the related schedules and
notes, forming part of the Registration Statement and the Prospectus comply in
all material respects with the requirements of the Securities Act and have been
prepared, and present fairly the consolidated financial condition, results of
operations and changes in financial condition of the Company and its
consolidated subsidiaries at the respective dates and for the respective periods
indicated, in accordance with generally accepted accounting principles applied
consistently throughout such periods (except as specified therein); and (iii)
the historical consolidated financial data set forth in the Prospectus is
derived from the accounting records of the Company and its consolidated
subsidiaries, and is a fair presentation of the data purported to be shown; and
the pro forma consolidated financial statements (if any), together with the
related notes, forming part of the Registration Statement and the Prospectus,
comply in all material respects with the requirements of Regulation S-X under
the Securities Act.
<PAGE>

     SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS.

     Each participating Securities Holder shall, in connection with a Public
Sale Event, if required by the terms of a Purchase Agreement, if any, relating
to such Public Sale Event, for itself severally and not jointly represent and
warrant to the underwriter or underwriters and each other Securities Holder
participating in such Public Sale Event as follows:

     (a) Such Securities Holder has all requisite power and authority  to enter
into and carry out the terms of this Agreement and such Purchase Agreement and
the other agreements and instruments related to such agreements to which it is a
party.

     (b) Each of this Agreement and such Purchase Agreement has been duly
authorized, executed and delivered by or on behalf of such Securities Holder and
constitutes the legal, valid and binding obligation of such Securities Holder,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

     (c) Such Securities Holder, immediately prior to any sale of shares of
Registrable Common pursuant to such Purchase Agreement, will have good title to
such shares of Registrable Common, free and clear of all liens, encumbrances,
equities or claims (other than those created by this Agreement); and, upon
payment therefor, good and valid title to such shares of Registrable Common will
pass to the purchaser thereof, free and clear of any lien, charge or encumbrance
created or caused by such Securities Holder.

     (d) Such Securities Holder has not taken and will not take, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result in, under the Exchange Act or other
applicable law, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of shares of Registrable Common.

     (e) Written information furnished by or on behalf of such Securities Holder
to the Company expressly for use in the Registration Statement or related
Prospectus or amendment thereof or supplement thereto will not contain as of the
effective date of such Registration Statement or as of the date of any
Prospectus or as of the date of any amendment thereof or supplement thereto any
untrue statement of a material fact or omit to state any material fact required
be stated or necessary to make the statements in such information not
misleading.

     SECTION 9. DELIVERY OF COMFORT LETTERS AND LEGAL OPINIONS.

     (a) On (x) the date that the Shelf Registration Statement is declared
effective by the Commission, (y) the date a post-effective amendment to the
Shelf Registration Statement, if any, covering the most recent annual or
quarterly financial statements of the Company is declared effective by the
Commission, and (z) the date that a Registration Statement relating to a Sale
Event in which the Securities Holders participate is declared effective by the
Commission, the Company shall comply with the following:

          (i) The Company shall have received, and delivered to the Securities
Holders participating in such Sale Event, a copy of a "Comfort" letter or
letters, or updates thereof according to customary practice, of the independent
certified public accountants who have certified the Company's financial
statements included in the Registration Statement covering substantially the
same matters with respect to the Registration Statement (including the
Prospectus) and with respect to events subsequent to the date of the Company's
financial statements as are reasonably customarily covered in accountants'
letters delivered to underwriters in underwritten offerings of securities.  The
Company will use its best efforts to cause such "comfort' letters to be
addressed to such Securities Holders.

          (ii) The Securities Holders participating in such offering shall have
received an opinion and any updates thereof of outside counsel to the Company
reasonably satisfactory to such Securities Holders and any underwriters or
purchasers covering substantially the same matters as are customarily covered in
opinions of issuer's counsel delivered to underwriters in underwritten offerings
of securities, addressed to each of
<PAGE>

such Securities Holders and any underwriters or purchasers participating in such
offering and dated the closing date thereof.

     SECTION 10.  MISCELLANEOUS.

     10.1  Notices.  Any notice, demand, claim, request, waiver or consent or
other communication required or permitted to be given under the provisions of
this Agreement shall be in writing and shall be deemed to have been duly
delivered if delivered by any of the following means of delivery, and shall be
deemed to have been duly delivered and received on the date (or the next
business day if delivery is not made on a business day) of personal delivery or
facsimile transmission or on the date (or the next business day if delivery is
not made on a business day) of receipt, if mailed by registered or certified
mail, postage prepaid and return receipt requested, or on the date (or the next
business day if delivery is not made on a business day) of a stamped receipt, if
sent by an overnight delivery service, and sent to the following addresses (or
to such other address as any party may request by notifying the other parties
listed below in accordance with this Section):

          (a)  If to the Company:

               @Track Communications, Inc.
               1155 Kas Drive
               Suite 100
               Richardson, TX  75081
               Attn:  J. Raymond Bilbao
               Telephone:  (972) 301-2733
               Facsimile:  (972) 301-2263

               with a copy to:

               Locke Liddell & Sapp LLP
               2200 Ross Avenue
               Suite 2200
               Dallas, TX  75201
               Attn:  Stephen L. Sapp
               Telephone:  (214) 740-8570
               Facsimile:  (214) 740-8800

          (b)  If to Buyer:

               MinorPlanet Systems PLC
               Greenwich House
               Sheepscar, Leeds LS4 2LE
               United Kingdom
               Attn:  General Counsel
               Telephone:  011 44 0113 251 1600
               Facsimile:  011 44 0113 275 9809
<PAGE>

               with a copy to:

               Mishcon de Reya, Solicitors
               21 Southampton Row
               London
               WC1B5HS
               United Kingdom
               Attn:  Larry Nathan
               Telephone:  011 44 010 7440 7031
               Facsimile:  011 44 020 7404 3014

               with a copy to:

               Brown & Wood LLP
               1666 K Street, N.W.
               Washington, D.C.  20006
               Attn:  John K. Hughes
               Telephone:  (202) 533-1430
               Facsimile:  (202) 533-1399

          (c)  If to the Other Holders:

               At the address of each such Other Holder as set forth on the
               books and records of the Company (which shall be such Other
               Holder's address as set forth on its Letter of Transmittal or as
               such Other Holder may otherwise notify the Company in writing).

     10.2  Interpretation.  Notwithstanding any other provision in this
Agreement, all references contained in this Agreement to the number of shares of
Common Stock held by any party shall be interpreted to mean the share capital
prior to the occurrence of the Reverse Stock Split (as such term is defined in
the Stock Purchase and Exchange Agreement by and among the parties hereto and of
even date herewith).

     10.3  Amendments and Waivers.  The Securities Holders and the Company may
from time to time enter into written amendments, supplements or modifications to
this Agreement for the purpose of adding any provisions hereto or changing the
rights of the Securities Holders or the Company hereunder.

     10.4  Termination.  This Agreement and the respective obligations and
agreements of the parties hereto, except as otherwise expressly provided herein,
shall terminate on the Termination Date.

     10.5  Survival of Representations and Warranties.  Except as they may by
their terms relate to an earlier date, all representations a warranties made
hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith execution and delivery of this Agreement and
the termination of any or all of the provisions of this Agreement.

     10.6  Headings.  The descriptive headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

     10.7  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which when executed and delivered shall be deemed an
original, and all of which when taken together shall be considered one and the
same instrument, and this Agreement shall become effective when such
counterparts have been signed by each of the parties hereto and delivered to the
other parties.  The parties hereto agree that signatures of the parties and
their duly authorized officers may be exchanged by facsimile transmission, and
that such signatures shall be binding to the same extent, and have the same
force and effect, as the exchange of original written signatures.  The originals
of such signatures shall be sent to the other parties hereto by overnight
courier.
<PAGE>

     10.8  Governing Law.  This agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware without regard to choice of
law provisions.

     10.9  Adjustment of Shares.  Each reference to a number of shares of Common
Stock in this Agreement shall be adjusted proportionately to reflect any stock
dividend, subdivision, split or reverse split or the like affected with respect
to all outstanding shares of Common Stock.

     10.10  No Inconsistent Agreements.  The Company will not on or after the
date of this Agreement enter into, and is not presently a party to, any
agreement with respect to its securities which is inconsistent with the rights
granted to the Securities Holders in this Agreement or otherwise conflicts with
the provisions hereof.  The rights granted to the Securities Holders pursuant to
this Agreement shall be superior to, and take precedence over, any similar
rights granted to any other Person by the Company subsequent to the date hereof.

     10.11  Severability.  Any provisions of this Agreement prohibited or
rendered unenforceable by any applicable law of any jurisdiction shall as to
such jurisdiction be ineffective to the extent of such prohibition or
unenforceable, without invalidating the remaining provisions hereof, any such
prohibition or unenforceable in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     10.12  Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the  successors and permitted assigns to each of the
parties hereunder as otherwise provided herein.

     10.13  Entire Agreement.  This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of the matters referred to
herein and supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.

     10.14  Result if No Acquisition of Common Stock.  Notwithstanding any
provision of this Agreement, or any rights that the Buyer or Other Holders may
have hereunder, if the Closing does not occur for any reason, this Agreement
shall be terminated, shall be deemed null and void ab initio, and the Company
shall have no obligations or liabilities whatsoever to any Person under any of
the terms of this Agreement.

                            [Signature Page Follows]
<PAGE>

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

                              @TRACK COMMUNICATIONS, INC.

                              By /s/ Jana Ahlfinger Bell
                                 -----------------------
                                 Name: Jana Ahlfinger Bell
                                 Title: President and CEO

                              MINORPLANET SYSTEMS PLC

                              By /s/ Robert Kelly
                                 ----------------
                                 Name: Robert Kelly
                                 Title: Group Finance Director