<PAGE>


                                                                    EXHIBIT 4.15


                             ACTIVANT SOLUTIONS INC.

                                  $145,000,000

                       Floating Rate Senior Notes due 2010

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                October 17, 2005


DEUTSCHE BANK SECURITIES INC.
J. P. MORGAN SECURITIES INC.
c/o  Deutsche Bank Securities Inc.
     60 Wall Street
     New York, New York  10005

Ladies and Gentlemen:

                  Activant Solutions Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to Deutsche Bank Securities Inc. (the
"Representative") and J.P. Morgan Securities Inc. (each an "Initial Purchaser",
and together the "Initial Purchasers"), upon the terms and subject to the
conditions set forth in a purchase agreement dated October 17, 2005 (the
"Purchase Agreement") among the Company, the Company's direct and indirect
subsidiaries (the "Guarantors") identified on the signature pages hereto
(together with the Company, the "Issuers") and the Initial Purchasers,
$145,000,000 aggregate principal amount of its Floating Rate Senior Notes due
2010 (the "Notes"). The Notes will be guaranteed on an unsecured senior basis
(the "Guarantees" and, together with the Notes, the "Securities") by the
Guarantors. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuers agree with the Initial Purchasers,
for the benefit of the holders (including the Initial Purchasers) of the
Securities, the Exchange Securities (as defined herein) and the Private Exchange
Securities (as defined herein) (collectively, the "Holders"), as follows:

                  1. Registered Exchange Offer. The Issuers shall (i) use their
reasonable best efforts to prepare and, not later than 180 days following the
date of original issuance of the Securities (the "Issue Date"), file with the
Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Securities (the "Registered Exchange
Offer") to issue and deliver to such Holders, in exchange for the Securities, a
like aggregate principal amount of debt securities of the Company that are
identical in all material respects to the



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                                      -2-



Notes and are unconditionally guaranteed by the Guarantors (the "Exchange
Securities"), except that the Exchange Securities will not contain terms with
respect to transfer restrictions, (ii) use their reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Securities Act no later than 270 days after the Issue Date and the Registered
Exchange Offer to be consummated no later than 300 days after the Issue Date and
(iii) keep the Exchange Offer Registration Statement effective for not less than
20 business days (or longer, if required by applicable law) after the date on
which notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the "Exchange Offer Registration Period"). The Exchange
Securities will be issued under the Indenture or an indenture (the "Exchange
Securities Indenture") between the Company, the Guarantors party thereto and the
Trustee or such other bank or trust company that is reasonably satisfactory to
the Initial Purchasers, as trustee (the "Exchange Securities Trustee"), such
indenture to be identical in all material respects to the Indenture, except with
respect to the transfer restrictions relating to the Securities (as described
above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall as soon as practicable commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under
the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein)
not complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. Each Issuer, each Initial Purchaser and
each Exchanging Dealer acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, (i) each Holder that
is a broker-dealer electing to exchange Securities acquired for its own account
as a result of market-making activities or other trading activities for Exchange
Securities (an "Exchanging Dealer") is required to deliver a prospectus
containing substantially the information set forth in Annex A hereto on the
cover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures"
and "Purpose of the Exchange Offer" sections of such prospectus, and in Annex C
hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) if an Initial Purchaser
elects to sell Private Exchange Securities (as defined below) acquired in
exchange for Securities constituting any portion of an unsold allotment, it is
required to deliver a prospectus containing the information required by Items
507 and 508 of Regulation S-K under the Securities Act and the Exchange Act
("Regulation S-K"), as applicable, in connection with such sale.



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                                      -3-



                  Upon consummation of the Registered Exchange Offer in
accordance with this Section 1, the provisions of this Agreement shall continue
to apply, mutatis mutandis, solely with respect to Transfer Restricted
Securities (as defined) that are Private Exchange Securities, Exchange
Securities as to which clause (v) of the first paragraph of Section 2 is
applicable and Exchange Securities held by Exchanging Dealers, and the Issuers
shall have no further obligations to register Transfer Restricted Securities
(other than Private Exchange Securities and other than in respect of any
Exchange Securities as to which clause (v) of the first paragraph of Section 2
hereof applies) pursuant to Section 2 hereof.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in
an initial distribution, or any Holder is not entitled to participate in the
Registered Exchange Offer, the Issuers shall, upon the request of any such
Holder, simultaneously with the delivery of the Exchange Securities in the
Registered Exchange Offer, issue and deliver to any such Holder, in exchange for
the Securities held by such Holder (the "Private Exchange"), a like aggregate
principal amount of debt securities of the Company and the Guarantors that are
identical in all material respects to the Exchange Securities (the "Private
Exchange Securities"), except with respect to the transfer restrictions relating
to such Private Exchange Securities. The Private Exchange Securities will be
issued under the same indenture as the Exchange Securities, and the Company
shall use its reasonable best efforts to cause the Private Exchange Securities
to bear the same CUSIP number as the Exchange Securities.

                  In connection with the Registered Exchange Offer, the Issuers
shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date on which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e) otherwise comply in all respects with all laws that are
         applicable to the Registered Exchange Offer.



<PAGE>
                                      -4-



               As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Issuers shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange Offer;

                  (b) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (c) cause the Trustee or the Exchange Securities Trustee, as
         the case may be, promptly to authenticate and deliver to each Holder,
         Exchange Securities or Private Exchange Securities, as the case may be,
         equal in principal amount to the Securities of such Holder so accepted
         for exchange.

               The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that the Issuers shall make
such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of 90 days after the consummation of the Registered Exchange Offer.

               The Indenture or the Exchange Securities Indenture, as the case
may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.

               Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been paid
on the Securities, from the Issue Date.

               Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Issuers that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate (as defined in Rule
405 under the Securities Act) of any of the Issuers or, if it is such an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.



<PAGE>
                                      -5-



                  Notwithstanding any other provisions hereof, each of the
Issuers will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                  2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Issuers are not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Securities validly tendered pursuant to the Registered
Exchange Offer are not exchanged for Exchange Securities within 300 days after
the Issue Date, or (iii) any Initial Purchaser so requests in writing within 180
days after the Registered Exchange Offer with respect to Private Exchange
Securities, or (iv) any applicable law or interpretations do not permit any
Holder to participate in the Registered Exchange Offer, or (v) any Holder that
participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, or (vi)
the Issuers so elect, then the following provisions shall apply:

                  (a) The Issuers shall use their reasonable best efforts to
         file as promptly as practicable (but in no event more than 180 days
         after so required or requested, in each case pursuant to this Section
         2) with the Commission, and thereafter shall use their reasonable best
         efforts to cause to be declared effective, a shelf registration
         statement on an appropriate form under the Securities Act relating to
         the offer and sale of the Transfer Restricted Securities by the Holders
         thereof from time to time in accordance with the methods of
         distribution set forth in such registration statement (hereafter, a
         "Shelf Registration Statement" and, together with any Exchange Offer
         Registration Statement, a "Registration Statement"); provided, however,
         that no Holder of Securities or Exchange Securities (other than the
         Initial Purchasers) shall be entitled to have Securities or Exchange
         Securities held by it covered by such Shelf Registration Statement,
         unless such Holder agrees in writing to be bound by all of the
         provisions of this Agreement applicable to such Holder.

                  (b) The Issuers shall use their reasonable best efforts to
         keep the Shelf Registration Statement continuously effective in order
         to permit the prospectus forming part thereof to be used by Holders of
         Transfer Restricted Securities for a period ending on the earlier of
         two years from the Issue Date or the date on which all the



<PAGE>
                                      -6-



         Transfer Restricted Securities covered by the Shelf Registration
         Statement have been sold pursuant thereto (in any such case, such
         period being called the "Shelf Registration Period"). The Issuers shall
         be deemed not to have used their reasonable best efforts to keep the
         Shelf Registration Statement effective during the requisite period if
         they voluntarily take any action that would result in Holders of
         Transfer Restricted Securities covered thereby not being able to offer
         and sell such Transfer Restricted Securities during that period, unless
         such action is required by applicable law; provided, however, that the
         foregoing shall not apply to actions taken by the Issuers in good faith
         and for valid business reasons (not including avoidance of their
         obligations hereunder), including, without limitation, the acquisition
         or divestiture of assets, so long as the Issuers within 120 days
         thereafter comply with the requirements of Section 4(j) hereof. Any
         such period during which the Issuers fail to keep the Shelf
         Registration Statement effective and usable for offers and sales of
         Securities and Exchange Securities is referred to as a "Suspension
         Period." A Suspension Period shall commence on and include the date
         that the Issuers give notice that the Shelf Registration Statement is
         no longer effective or the prospectus included therein is no longer
         usable for offers and sales of Securities and Exchange Securities and
         shall end on the date when each Holder of Securities and Exchange
         Securities covered by such registration statement either receives the
         copies of the supplemented or amended prospectus contemplated by
         Section 4(j) hereof or is advised in writing by the Issuers that use of
         the prospectus may be resumed. If one or more Suspension Periods occur,
         the two-year period referenced above shall be extended by the aggregate
         of the number of days included in each Suspension Period.

                  (c) Notwithstanding any other provisions hereof, the Issuers
         will ensure that (i) any Shelf Registration Statement and any amendment
         thereto and any prospectus forming part thereof and any supplement
         thereto complies in all material respects with the Securities Act and
         the rules and regulations of the Commission thereunder, (ii) any Shelf
         Registration Statement and any amendment thereto (in either case, other
         than with respect to information included therein in reliance upon or
         in conformity with written information furnished to the Issuers by or
         on behalf of any Holder specifically for use therein (the "Holders'
         Information")) does not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading and (iii) any
         prospectus forming part of any Shelf Registration Statement, and any
         supplement to such prospectus (in either case, other than with respect
         to Holders' Information), does not include an untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                  3. Liquidated Damages. (a) The parties hereto agree that the
Holders of Transfer Restricted Securities will suffer damages if the Issuers
fail to fulfill their obligations



<PAGE>
                                      -7-



under Section 1 or Section 2, as applicable, and that it would not be feasible
to ascertain the extent of such damages. Accordingly, if (i) the applicable
Registration Statement is not filed with the Commission on or prior to 180 days
after the Issue Date, (ii) the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is not declared effective
within 270 days after the Issue Date (or in the case of a Shelf Registration
Statement required to be filed in response to a change in law or the applicable
interpretations of the Commission's staff, if later, within 45 days after
publication of the change in law or interpretation), (iii) the Registered
Exchange Offer is not consummated on or prior to 300 days after the Issue Date
or (iv) the Shelf Registration Statement is filed and declared effective within
270 days after the Issue Date (or in the case of a Shelf Registration Statement
required to be filed in response to a change in law or the applicable
interpretations of the Commission's staff, if later, within 45 days after
publication of the change in law or interpretation) but shall thereafter cease
to be effective (at any time that the Issuers are obligated to maintain the
effectiveness thereof) without being succeeded within 60 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company and the
Guarantors will, jointly and severally, be obligated to pay liquidated damages
to each Holder of Transfer Restricted Securities, during the period of one or
more such Registration Defaults, in an amount equal to $0.10 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder until (a)
the applicable Registration Statement is filed, (b) the Exchange Offer
Registration Statement is declared effective, (c) the Registered Exchange Offer
is consummated, (d) the Shelf Registration Statement is declared effective, (e)
the Shelf Registration Statement again becomes effective or (f) the Shelf
Registration Period shall have ended, as the case may be. Following the cure of
all Registration Defaults, the accrual of liquidated damages will cease. As used
herein, the term "Transfer Restricted Securities" means (i) each Security until
the date on which such Security has been exchanged for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) each Security or
Private Exchange Security until the date on which it has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Security or Private Exchange Security until
the date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this Section 3(a), the Company and
the Guarantors shall not be required to pay liquidated damages to a Holder of
Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

                  (b) The Issuers shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company and the Guarantors shall, jointly and
severally, pay the liquidated damages due on the Transfer Restricted Securities
by depositing with the Paying Agent (which may not be any of the Issuers for
these purposes), in trust, for the benefit of the Holders thereof, prior to



<PAGE>
                                      -8-



10:00 a.m., New York City time, on the next interest payment date specified by
the Indenture and the Securities, sums sufficient to pay the liquidated damages
then due. The liquidated damages due shall be payable on each interest payment
date specified by the Indenture and the Securities to the Holder of record
entitled to receive the interest payment to be made on such date. Each
obligation to pay liquidated damages shall be deemed to accrue from and
including the date of the applicable Registration Default.

                  (c) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be filed,
(ii) the Shelf Registration Statement to remain effective or (iii) the Exchange
Offer Registration Statement to be declared effective and the Registered
Exchange Offer to be consummated, in each case to the extent required by this
Agreement.

                  4. Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                  (a) The Issuers shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and shall use its reasonable
         best efforts to reflect in each such document, when so filed with the
         Commission, such comments as the Initial Purchasers may reasonably
         propose; (ii) if applicable, include the information set forth in Annex
         A hereto on the cover, in Annex B hereto in the "Exchange Offer
         Procedures" and "Purpose of the Exchange Offer" sections and in Annex C
         hereto in the "Plan of Distribution" section of the prospectus forming
         a part of the Exchange Offer Registration Statement, and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; and (iii) if
         requested by an Initial Purchaser, include the information required by
         Items 507 or 508 of Regulation S-K, as applicable, in the prospectus
         forming a part of the Exchange Offer Registration Statement.

                  (b) The Issuers shall advise each Initial Purchaser, each
         Exchanging Dealer and the Holders (if applicable) and, if requested by
         any such person, confirm such advice in writing (which advice pursuant
         to clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the prospectus until the requisite changes have been
         made):

                              (i) when any Registration Statement and any
                  amendment thereto has been filed with the Commission and when
                  such Registration Statement or any post-effective amendment
                  thereto has become effective;



<PAGE>
                                      -9-



                              (ii) of any request by the Commission for
                  amendments or supplements to any Registration Statement or the
                  prospectus included therein or for additional information;

                              (iii) of the issuance by the Commission of any
                  stop order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                              (iv) of the receipt by the Issuers of any
                  notification with respect to the suspension of the
                  qualification of the Securities, the Exchange Securities or
                  the Private Exchange Securities for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose; and

                              (v) of the happening of any event that requires
                  the making of any changes in any Registration Statement or the
                  prospectus included therein in order that the statements
                  therein are not misleading and do not omit to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c) The Issuers will make every reasonable effort to obtain
         the withdrawal at the earliest possible time of any order suspending
         the effectiveness of any Registration Statement.

                  (d) The Issuers will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules and, if any such
         Holder so requests in writing, all exhibits thereto (including those,
         if any, incorporated by reference).

                  (e) The Issuers will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration Statement
         and any amendment or supplement thereto as such Holder may reasonably
         request; and the Issuers consent to the use of such prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         Transfer Restricted Securities in connection with the offer and sale of
         the Transfer Restricted Securities covered by such prospectus or any
         amendment or supplement thereto.

                  (f) The Issuers will furnish to each Initial Purchaser and
         each Exchanging Dealer, and to any other Holder who so requests,
         without charge, at least one conformed copy of the Exchange Offer
         Registration Statement and any post-effective



<PAGE>
                                      -10-



         amendment thereto, including financial statements and schedules and, if
         an Initial Purchaser or any Exchanging Dealer or any such Holder so
         requests in writing, all exhibits thereto (including those, if any,
         incorporated by reference).

                  (g) The Issuers will, during the Exchange Offer Registration
         Period or the Shelf Registration Period, as applicable, promptly
         deliver to each Initial Purchaser, each Exchanging Dealer and such
         other persons that are required to deliver a prospectus following the
         Registered Exchange Offer, without charge, as many copies of the final
         prospectus included in the Exchange Offer Registration Statement or the
         Shelf Registration Statement and any amendment or supplement thereto as
         the Initial Purchasers, Exchanging Dealer or other persons may
         reasonably request; and the Issuers consent to the use of such
         prospectus or any amendment or supplement thereto by the Initial
         Purchasers, any Exchanging Dealer or other persons, as applicable, as
         aforesaid.

                  (h) Prior to the effective date of any Registration Statement,
         the Issuers will use their reasonable best efforts to register or
         qualify, or cooperate with the Holders of Securities, Exchange
         Securities or Private Exchange Securities included therein and their
         respective counsel in connection with the registration or qualification
         of, such Securities, Exchange Securities or Private Exchange Securities
         for offer and sale under the securities or blue sky laws of such
         jurisdictions as any such Holder reasonably requests in writing and do
         any and all other acts or things necessary or advisable to enable the
         offer and sale in such jurisdictions of the Securities, Exchange
         Securities or Private Exchange Securities covered by such Registration
         Statement; provided that the Issuers will not be required to qualify
         generally to do business in any jurisdiction where they are not then so
         qualified or to take any action which would subject them to general
         service of process or to taxation in any such jurisdiction where they
         are not then so subject.

                  (i) The Issuers will cooperate with the Holders of Securities,
         Exchange Securities or Private Exchange Securities to facilitate the
         timely preparation and delivery of certificates representing
         Securities, Exchange Securities or Private Exchange Securities to be
         sold pursuant to any Registration Statement free of any restrictive
         legends and in such denominations and registered in such names as the
         Holders thereof may request in writing prior to sales of Securities,
         Exchange Securities or Private Exchange Securities pursuant to such
         Registration Statement.

                  (j) If (i) any event contemplated by Section 4(b)(ii) through
         (v) occurs during the period for which the Issuers are required to
         maintain an effective Registration Statement, or (ii) any Suspension
         Period remains in effect more than 120 days after the occurrence
         thereof, the Issuers will promptly prepare and file with the Commission
         a post-effective amendment to the Registration Statement or a
         supplement to the related prospectus or file any other required
         document so that, as thereafter delivered to



<PAGE>
                                      -11-



         purchasers of the Securities, Exchange Securities or Private Exchange
         Securities from a Holder, the prospectus will not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Issuers will provide a CUSIP number for the
         Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l) Each of the Issuers will comply with all applicable rules
         and regulations of the Commission and will make generally available to
         its security holders as soon as practicable after the effective date of
         the applicable Registration Statement an earnings statement satisfying
         the provisions of Section 11(a) of the Securities Act; provided that in
         no event shall such earnings statement be delivered later than 45 days
         after the end of a 12-month period (or 90 days, if such period is a
         fiscal year) beginning with the first month of such Issuer's first
         fiscal quarter commencing after the effective date of the applicable
         Registration Statement, which statement shall cover such 12-month
         period.

                  (m) The Issuers will cause the Indenture or the Exchange
         Securities Indenture, as the case may be, to be qualified under the
         Trust Indenture Act as required by applicable law in a timely manner.

                  (n) The Issuers may require each Holder of Transfer Restricted
         Securities to be registered pursuant to any Shelf Registration
         Statement to furnish to the Issuers such information concerning the
         Holder and the distribution of such Transfer Restricted Securities as
         the Issuers may from time to time reasonably require for inclusion in
         such Shelf Registration Statement, and the Issuers may exclude from
         such registration the Transfer Restricted Securities of any Holder that
         fails to furnish such information within a reasonable time after
         receiving such request.

                  (o) In the case of a Shelf Registration Statement, each Holder
         of Transfer Restricted Securities to be registered pursuant thereto
         agrees by acquisition of such Transfer Restricted Securities that, upon
         receipt of any notice from the Issuers (i) of a Suspension Period under
         Section 2(b) hereof or (ii) pursuant to Section 4(b)(ii) through (v)
         hereof, such Holder will discontinue disposition of such Transfer
         Restricted Securities until such Holder's receipt of (x) notice that
         the Suspension Period has ended or (y) copies of the supplemental or
         amended prospectus contemplated by Section 4(j) hereof, as the case may
         be, or until advised in writing (the "Advice") by the Issuers that the
         use of the applicable prospectus may be resumed. If the Issuers shall




<PAGE>
                                      -12-



         give any notice under Section 4(b)(ii) through (v) during the period
         that the Issuers are required to maintain an effective Registration
         Statement (the "Effectiveness Period"), such Effectiveness Period shall
         be extended by the number of days during such period from and including
         the date of the giving of such notice to and including the date when
         each seller of Transfer Restricted Securities covered by such
         Registration Statement shall have received (x) the copies of the
         supplemental or amended prospectus contemplated by Section 4(j) (if an
         amended or supplemental prospectus is required) or (y) the Advice (if
         no amended or supplemental prospectus is required).

                  (p) In the case of a Shelf Registration Statement, the Issuers
         shall enter into such customary agreements (including, if requested, an
         underwriting agreement in customary form) and take all such other
         action, if any, as Holders of a majority in aggregate principal amount
         of the Securities, Exchange Securities and Private Exchange Securities
         being sold or the managing underwriters (if any) shall reasonably
         request in order to facilitate any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement.

                  (q) In the case of a Shelf Registration Statement, the Issuers
         shall (i) make reasonably available for inspection by a representative
         of, and Special Counsel (as defined below) acting for, Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of the Issuers and their
         respective subsidiaries and (ii) use their reasonable best efforts to
         have their officers, directors, employees, accountants and counsel
         supply all relevant information reasonably requested by such
         representative, Special Counsel or any such underwriter (an
         "Inspector") in connection with such Shelf Registration Statement;
         provided that the Inspectors shall first agree in writing with the
         Company that any information that is reasonably designated by the
         Company as confidential at the time of delivery of such information
         shall be kept confidential by such persons and shall be used solely for
         the purposes of exercising rights under this Agreement, unless (i)
         disclosure of such information is required by court or administrative
         order or is necessary to respond to inquiries of regulatory
         authorities, (ii) disclosure of such information is required by law
         (including any disclosure requirements pursuant to federal securities
         laws in connection with the filing of any Registration Statement or the
         use of any prospectus referred to in this Agreement), (iii) such
         information becomes generally available to the public other than as a
         result of a disclosure or failure to safeguard by any such person, (iv)
         such information becomes available to any such person from a source
         other than the Issuers and such source is not bound by a
         confidentiality agreement or (v) such information relates to the U.S.
         federal income tax treatment or U.S. federal income tax structure of
         the Transactions or materials of any kind relating to such tax
         treatment or



<PAGE>
                                      -13-



         tax structure, including opinions or other tax analyses. Any person
         legally compelled to disclose any such confidential information made
         available for inspection shall provide the Company with prompt prior
         written notice of such requirement so that the Company may seek a
         protective order or other appropriate remedy.

                  (r) In the case of a Shelf Registration Statement, the Issuers
         shall, if requested by Holders of a majority in aggregate principal
         amount of the Securities, Exchange Securities and Private Exchange
         Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use their reasonable best efforts to cause (i) their counsel
         to deliver an opinion relating to the Shelf Registration Statement and
         the Securities, Exchange Securities or Private Exchange Securities, as
         applicable, in customary form and (ii) their officers to execute and
         deliver all customary documents and certificates requested by Holders
         of a majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold, their Special
         Counsel or the managing underwriters (if any). In addition, in the case
         of a Shelf Registration Statement, the Issuers shall, if requested by
         Holders of a majority in aggregate principal amount of the Securities,
         Exchange Securities and Private Exchange Securities being sold, their
         Special Counsel, or the managing underwriters (if any) in connection
         with such Shelf Registration Statement, but only if the registration is
         an underwritten registration, use their reasonable best efforts to
         cause their independent public accountants to provide a comfort letter
         or letters in customary form, subject to receipt of appropriate
         documentation as contemplated, and only if permitted, by Statement of
         Auditing Standards No. 72.

                  5. Registration Expenses. The Issuers will, jointly and
severally, bear all expenses (other than any underwriters discounts or
commissions in connection with the distribution of the Securities, Exchange
Securities or Private Exchange Securities) incurred in connection with the
performance of their obligations under Sections 1, 2, 3 and 4 and the Issuers
will, jointly and severally, reimburse the Initial Purchasers and the Holders
for the reasonable fees and disbursements of one firm of attorneys (in addition
to any local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Securities, the Exchange Securities and the Private Exchange
Securities to be sold pursuant to each Registration Statement (the "Special
Counsel") acting for the Initial Purchasers or Holders in connection therewith.

                  6. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or an Exchanging Dealer, as
applicable, the Issuers shall, jointly and severally, indemnify and hold
harmless each Holder (including, without limitation, each Initial Purchaser or
any Exchanging Dealer), its affiliates, each person who controls such Holder or
such affiliates within the meaning of the Securities Act or Exchange Act and
their respective officers, directors, employees, representatives and agents
(collectively referred to for purposes of this Section 6 and Section 7 as a
"Holder") from and against any loss, claim,



<PAGE>
                                      -14-



damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Securities, Exchange Securities or Private
Exchange Securities), to which that Holder may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall, jointly and severally,
reimburse each Holder promptly upon demand for any legal or other expenses
reasonably incurred by that Holder in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuers shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with any Holders' Information; and provided
further, however, that with respect to any such untrue statement in or omission
from any related preliminary prospectus (as amended or supplemented) or, if
amended or supplemented, any related final prospectus (excluding the correcting
amendment or supplement), the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any such Holder from whom the person asserting
any such loss, claim, damage, liability or action received Securities, Exchange
Securities or Private Exchange Securities to the extent that such loss, claim,
damage, liability or action of or with respect to such Holder results from the
fact that both (A) a copy of the final prospectus (together with any correcting
amendments or supplements) was not sent or given to such person at or prior to
the written confirmation of the sale of such Securities, Exchange Securities or
Private Exchange Securities to such person and (B) the untrue statement in or
omission from any related preliminary prospectus (as amended or supplemented)
or, if amended or supplemented, any related final prospectus (excluding the
correcting amendment or supplement) was corrected in the final prospectus or, if
applicable, an amendment or supplement thereto and the final prospectus (as
amended or supplemented) does not contain any other untrue statement or omission
or alleged untrue statement or omission of a material fact unless, in either
case, such failure to deliver the final prospectus was a result of
non-compliance by the Issuers with Sections 4(d), 4(f) or 4(g).

                  (b) In the event of a Shelf Registration Statement, each
Holder, severally and not jointly, shall indemnify and hold harmless the
Issuers, their respective affiliates, each person who controls any such Issuer
or any such affiliates within the meaning of the Securities Act or Exchange Act
and their respective officers, directors, employees, representatives and agents
(collectively referred to for purposes of this Section 6(b) and 7 as the
"Issuers"), from and against any loss, claim, damage or liability, joint or
several, or any action in respect



<PAGE>
                                      -15-



thereof, to which the Issuers may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Issuers by such Holder, and shall reimburse the Issuers for any
legal or other expenses reasonably incurred by the Issuers in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Securities, Exchange
Securities or Private Exchange Securities pursuant to such Shelf Registration
Statement.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced by such failure; and provided further,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 6. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(based



<PAGE>
                                      -16-



upon advice of counsel to the indemnified party) between the indemnified party
and the indemnifying party (in which case the indemnifying party will not have
the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Any such separate firm (x) for an
Initial Purchaser, its affiliates, directors and officers and any person who
controls such Initial Purchaser shall be designated in writing by the
Representative, (y) for any Holder, its directors and officers and any person
who controls such Holder shall be designated in writing by the Holders of a
majority of the aggregate principal amount of the outstanding registrable
Securities and (z) in all other cases shall be designated in writing by the
Company. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (A) includes an unconditional release
of such indemnified party, in form and substance reasonably satisfactory to such
indemnified party, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.

                  7. Contribution. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Issuers from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities, Exchange Securities or Private Exchange Securities,
on the other, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuers



<PAGE>
                                      -17-



on the one hand and such Holder on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Issuers, on the one hand, and a Holder, on the
other, with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Securities
(before deducting expenses) received by or on behalf of the Issuers as set forth
in the table on the cover of the Offering Memorandum, on the one hand, bear to
the total proceeds received by such Holder with respect to its sale of
Securities, Exchange Securities or Private Exchange Securities, on the other.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the Issuers or
information supplied by the Issuers, on the one hand, or to any Holders'
Information supplied by such Holder, on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7 were
to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 7 shall be deemed to include, for purposes of this Section 7, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                  8. Rules 144 and 144A. Each of the Issuers shall use its
commercially reasonable best efforts to file the reports required to be filed by
it under the Securities Act and the Exchange Act in a timely manner and, if at
any time such Issuer is not required to file such reports, it will, upon the
written request of any Holder of Transfer Restricted Securities, make publicly
available other information for so long as necessary to permit sales of such
Holder's securities pursuant to Rules 144 and 144A. Each of the Issuers
covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including, without limitation, the
requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted



<PAGE>
                                      -18-



Securities, each of the Issuers shall deliver to such Holder a written statement
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 8 shall be deemed to require any of the
Issuers to register any of its securities pursuant to the Exchange Act.

                  9. Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities included in such offering, subject to the consent of the Issuers
(which shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

               No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  10. Miscellaneous. (a) Amendments and Waivers. The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
Issuers have obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.

                  (b) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telecopier or air courier guaranteeing next-day delivery:

                      (i) if to a Holder, at the most current address given by
         such Holder to the Issuers in accordance with the provisions of this
         Section 10(b), which address initially is, with respect to each Holder,
         the address of such Holder maintained by the Registrar under the
         Indenture, with a copy in like manner to the Representative.


<PAGE>
                                      -19-



                      (ii) if to the Initial Purchasers, to them c/o the
         Representative at its address set forth in the Purchase Agreement; and

                      (iii)if to the Issuers, initially at the address of the
         Company set forth in the Purchase Agreement.

               All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

                  (c) Successors and Assigns. This Agreement shall be binding
upon the Issuers and their successors and assigns.

                  (d) Counterparts. This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                  (e) Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

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

                  (g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law provisions thereof to the extent the application of the laws of
another jurisdiction would be required thereby.

                  (h) Remedies. In the event of a breach by the Issuers or by
any Holder of any of their obligations under this Agreement, each Holder or the
Issuers, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Issuers of their obligations under Sections 1 or 2
hereof for which liquidated damages have been paid pursuant to Section 3
hereof), will be entitled to specific performance of its rights under this
Agreement. The Issuers and each Holder agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agree that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.



<PAGE>
                                      -20-



                  (i) No Inconsistent Agreements. The Issuers represent, warrant
and agree that (i) they have not entered into, and shall not, on or after the
date of this Agreement, enter into, any agreement that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) they have not previously entered into any agreement
which remains in effect granting any registration rights with respect to any of
their debt securities to any person and (iii) without limiting the generality of
the foregoing, without the written consent of the Holders of a majority in
aggregate principal amount of the then outstanding Transfer Restricted
Securities, they shall not grant to any person the right to request any of the
Issuers to register any debt securities of such Issuer under the Securities Act
unless the rights so granted are not in conflict or inconsistent with the
provisions of this Agreement.

                  (j) No Piggyback on Registrations. Neither the Issuers nor any
of their respective security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any
securities of the Issuers in any Shelf Registration or Registered Exchange Offer
other than Transfer Restricted Securities.

                  (k) Severability. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their reasonable best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

                  [Remainder of page intentionally left blank]



<PAGE>
                                      -21-



               Please confirm that the foregoing correctly sets forth the
agreement between the Issuers and the Initial Purchasers.

                                         Very truly yours,


                                         ACTIVANT SOLUTIONS INC.


                                         By:  /s/ GREG PETERSEN
                                             -----------------------------------
                                             Name: Greg Petersen
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                         CCI/ARD, INC.


                                         By:  /s/ GREG PETERSEN
                                             -----------------------------------
                                             Name:  Greg Petersen
                                             Title: Senior Vice President


                                         PROPHET 21, INC.
                                         CCI/TRIAD GEM, INC.
                                         TRIAD SYSTEMS CORPORATION
                                         TRIAD SYSTEMS FINANCIAL CORPORATION
                                         TRIAD DATA CORPORATION
                                         SPEEDWARE HOLDINGS, INC.
                                         SPEEDWARE USA INC.
                                         ENTERPRISE COMPUTER SYSTEMS, INC.
                                         PRELUDE SYSTEMS, INC.
                                         PROPHET 21 INVESTMENT CORPORATION
                                         PROPHET 21 CANADA INC.
                                         PROPHET 21 (NEW JERSEY), INC.
                                         DISTRIBUTOR INFORMATION SYSTEMS
                                               CORPORATION
                                         TRADE SERVICE SYSTEMS, INC.
                                         STANPAK SYSTEMS, INC.
                                         SDI MERGER CORPORATION


                                         By:  /s/ GREG PETERSEN
                                             -----------------------------------
                                             Name:  Greg Petersen
                                             Title: President



<PAGE>
                                      -22-



                                      [Exchange & Registration Rights Agreement]


Accepted by:

DEUTSCHE BANK SECURITIES INC.

     for itself and on behalf of the several
     Initial Purchasers listed on Schedule I hereto

     By:
        ----------------------------
            Authorized Signatory


     By:
        ----------------------------
            Authorized Signatory



<PAGE>



                                                                      SCHEDULE I

<Table>
<Caption>
                                                 Aggregate Principal Interest
Initial Purchaser                               of Securities to be Purchased
-----------------                               -----------------------------
<S>                                             <C>
Deutsche Bank Securities Inc.                           $    72,500,000
J.P. Morgan Securities Inc.                             $    72,500,000
                                                        ---------------

Total                                                   $   145,000,000
</Table>



<PAGE>



                                                                         ANNEX A


               Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 90 days after the Expiration Date (as defined herein),
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."



<PAGE>



                                                                         ANNEX B


               Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."



<PAGE>



                                                                         ANNEX C


                              PLAN OF DISTRIBUTION


               Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Issuers have
agreed that, for a period of 90 days after the Expiration Date, they will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until [DATE], all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.

               The Issuers will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

               For a period of 90 days after the Expiration Date the Issuers
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.



<PAGE>



                                                                         ANNEX D


               CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
               ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
               AMENDMENTS OR SUPPLEMENTS THERETO.

               Name:
                        -----------------------
               Address:
                        -----------------------





If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.