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                                                                   Exhibit 10.45

                           COOPERATIVE COMPUTING, INC.

                                  $157,000,000

                          10 1/2% Senior Notes due 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                   June 27, 2003

J. P. MORGAN SECURITIES INC.
270 Park Avenue,
5th Floor New York, New York 10017

Ladies and Gentlemen:

        Cooperative Computing, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to J.P. Morgan Securities Inc. (the "Initial
Purchaser"), upon the terms and subject to the conditions set forth in a
purchase agreement dated June 13, 2003 (the "Purchase Agreement") between the
Company, the Guarantors identified on the signature pages hereto (together with
the Company, the "Issuers") and the Initial Purchaser, $157,000,000 aggregate
principal amount of its 10 1/2% Senior Notes due 2011 (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 Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchaser thereunder, the Issuers agree with the Initial Purchaser, for the
benefit of the holders (including the Initial Purchaser) 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 90 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 Notes and are unconditionally
guaranteed by the Guarantors (the "Exchange Securities"), except

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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 180 days after the Issue Date and the Registered Exchange Offer to be
consummated no later than 225 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
Purchaser, 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 the 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, the 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 the 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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        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.

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        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.

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        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 225 days after
the Issue Date, or (iii) any Initial Purchaser so requests in writing within 90
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 90 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 Purchaser) 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

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    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

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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 90 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 180 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 225 days after the Issue Date,
or (iv) the Shelf Registration Statement is filed and declared effective within
180 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

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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 the 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 Purchaser 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 the 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 the 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;

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                (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 the 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

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                                      -10-

    amendment thereto, including financial statements and schedules and, if the
    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 the
    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 Purchaser, 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 Purchaser, 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 purchasers
    of the Securities, Exchange Securities or Private Exchange Securities from a

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                                      -11-

    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 give any notice under Section 4(b)(ii) through (v) during
    the period that the Issuers

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                                      -12-

    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 tax structure, including opinions or other tax
    analyses. Any person

<PAGE>

                                      -13-

    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 Purchaser 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 Purchaser 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 the Initial Purchaser or an Exchanging Dealer,
as applicable, the Issuers shall, jointly and severally, indemnify and hold
harmless each Holder (including, without limitation, the 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 Section 7 as the
"Issuers"), from and against any loss, claim, damage or liability, joint or
several, or any action in

<PAGE>

                                      -15-

respect 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

<PAGE>

                                      -16-

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 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. 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 includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

        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 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

<PAGE>

                                      -17-

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 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

<PAGE>

                                      -18-

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 J.P. Morgan Securities Inc.

        (ii)    if to the Initial Purchaser, to J.P. Morgan Securities Inc. 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

<PAGE>

                                      -19-

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.

        (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

<PAGE>

                                      -20-

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 Purchaser.

                                      Very truly yours,

                                      COOPERATIVE COMPUTING, INC.


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

                                      TRIAD SYSTEMS FINANCIAL CORPORATION
                                      TRIAD DATA CORPORATION
                                      CCI/TRIAD GEM, INC.
                                      TRIAD SYSTEMS CORPORATION
                                      CCI/ARD, INC.

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

<PAGE>

                                      -22-

                                      [Exchange & Registration Rights Agreement]


Accepted by:


J.P. MORGAN SECURITIES INC.

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

<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.