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                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                             BELL MICROPRODUCTS INC.

                                       AND

                       THE INITIAL PURCHASERS NAMED HEREIN

                               DATED MARCH 5, 2004
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                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "AGREEMENT") is made and
entered into this 5th day of March, 2004, among Bell Microproducts Inc., a
California corporation (the "COMPANY"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Raymond James & Associates, Inc. (each, an "INITIAL
PURCHASER" and collectively, the "INITIAL PURCHASERS").

         This Agreement is made pursuant to that certain Purchase Agreement,
dated March 1, 2004, among the Company and the Initial Purchasers (the "PURCHASE
AGREEMENT"), which provides for the sale by the Company to the Initial
Purchasers of up to $110,000,000 aggregate principal amount of the Company's
3-3/4% Convertible Subordinated Notes due 2024 (the "NOTES"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement and in satisfaction
of a condition to the Initial Purchasers' obligations thereunder, the Company
has agreed to provide the registration rights provided for in this Agreement. In
consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions.

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

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time, and the rules and regulations of the SEC promulgated thereunder.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations of the SEC promulgated
thereunder.

         "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
Agreement.

         "COMMON STOCK" shall mean common stock of the Company and any other
shares of common stock as may constitute "Common Stock" for purposes of the
Indenture.

         "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors.

         "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that any such depositary
must have an address in The Borough of Manhattan, The City of New York.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
2.1(a) hereof.

         "EFFECTIVENESS TARGET DATE" shall mean the one hundred eightieth
(180th) day after the Closing Date.

         "EVENT DATE" shall have the meaning set forth in Section 2.4 hereof.

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         "FILING DATE" shall mean the ninetieth (90th) day after the Closing
Date.

         "HOLDER" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture.

         "INDENTURE" shall mean the Indenture relating to the Securities, dated
as of March 5, 2004, between the Company and Wells Fargo Bank Minnesota, N.A.,
as trustee, as the same may be amended, supplemented, waived or otherwise
modified from time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS" shall have the meaning set forth in the preamble
to this Agreement.

         "LIQUIDATED DAMAGES" shall have the meaning set forth in Section 2.4
hereof.

         "MAJORITY HOLDERS" shall mean the Holders of (i) a majority of the
aggregate principal amount of Notes outstanding and of (ii) the aggregate
principal amount of Notes no longer outstanding that have been converted into
Common Stock, so long as such outstanding Notes and Common Stock are classified
as Registrable Securities and are eligible (as contemplated in Section 2.1(d))
for inclusion in the Registration Statement; provided, that whenever the consent
or approval of the Majority Holders is required hereunder securities held by any
affiliates (as such term is defined in Rule 405 under the 1933 Act) of the
Company shall be disregarded.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "NOTES" shall have the meaning set forth in the preamble to this
Agreement.

         "OFFERING MEMORANDUM" means that certain final Offering Memorandum of
the Company, dated March 1, 2004, relating to the sale of the Securities.

         "PERSON" shall mean an individual, partnership, corporation, limited
liability company, joint venture, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

         "PROSPECTUS" shall mean the prospectus included in any Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to any such
prospectus, including post-effective amendments, and in each case including all
material incorporated or deemed to be incorporated by reference therein.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
to this Agreement.

         "QUESTIONNAIRE" shall have the meaning set forth in Section 2.1(d)
hereof.

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         "REGISTRABLE SECURITIES" shall mean the Notes and the shares of Common
Stock into which the Notes are convertible, upon original issuance thereof, and
at all times subsequent thereto; provided, however, that any Securities shall
cease to be Registrable Securities when (i) a Registration Statement with
respect to such Securities shall have been declared effective under the 1933 Act
and such Securities shall have been disposed of pursuant to such Registration
Statement, (ii) such Securities shall have been sold to the public pursuant to
Rule 144 (or any similar provision then in force, but not Rule 144A) under the
1933 Act, (iii) expiration of the holding period that would be applicable to
such Securities under Rule 144(k) under the 1933 Act were they not held by an
affiliate of the Company or (iv) such Securities shall have ceased to be
outstanding.

         "REGISTRATION DEFAULT" shall have the meaning set forth in Section 2.4
hereof.

         "REGISTRATION EXPENSES" shall mean, without duplication, any and all
expenses incident to performance of or compliance by the Company with this
Agreement, including without limitation: (i) all SEC, stock exchange or NASD
registration and filing fees, including, if applicable, the fees and expenses
(but not discounts or commissions) of any "qualified independent underwriters"
(and one outside counsel for any such underwriters) that is required to be
retained by any holder of Registrable Securities in accordance with the rules
and regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state or other securities or blue sky laws and compliance
with the rules of the NASD (including reasonable fees and disbursements of one
outside counsel for any underwriters in connection with qualification of any
Registrable Securities under state or other securities or blue sky laws and any
filing with and review by the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements, certificates
representing the Securities and other documents relating to the performance of
and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges or on any quotation system, (v) all rating
agency fees, (vi) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws, (vii) the fees and disbursements
of counsel for the Company and the fees and expenses of independent public
accountants for the Company or for any other Person, business or assets whose
financial statements are included in any Registration Statement or Prospectus,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, (viii) the fees and expenses
of the Trustee, any registrar, any depositary, any paying agent, any escrow
agent, any transfer agent or any custodian, in each case including their
respective counsel, (ix) the reasonable fees and expenses of the Initial
Purchasers in connection with the Shelf Registration, including the reasonable
fees and expenses of one outside counsel to the Initial Purchasers and to the
Holders of Registrable Securities, and (x) any fees and disbursements of the
underwriters customarily paid by issuers or sellers of securities and the fees
and expenses of any special experts retained by the Company in connection with
any Registration Statement, but excluding underwriting discounts and commissions
and any transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

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         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company pursuant to the provisions of Section 2 of this Agreement that covers
all of the Registrable Securities held by Holders that have provided the
information required pursuant to the terms of Section 2.1(d) hereof on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
or deemed to be incorporated by reference therein.

         "SEC" shall mean the United States Securities and Exchange Commission
or any successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.

         "SECURITIES" shall mean the Notes and the shares of Common Stock into
which the Notes are convertible, upon original issuance thereof, and at all
times subsequent thereto.

         "SHELF REGISTRATION" shall have the meaning set forth in Section 2.1(a)
hereof.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended from time
to time, and the rules and regulations of the SEC promulgated thereunder.

         "TRUSTEE" shall mean the trustee with respect to the Securities under
the Indenture.

         "UNDERWRITERS" or "UNDERWRITERS" shall have the meaning set forth in
Section 4(a) hereof.

         For purposes of this Agreement, (i) all references in this Agreement to
any Registration Statement or Prospectus or any amendment or supplement to any
of the foregoing shall be deemed to include the copy filed with the SEC pursuant
to its Electronic Data Gathering, Analysis and Retrieval system; (ii) all
references in this Agreement to financial statements and schedules and other
information which is "contained", "included" or "stated" in any Registration
Statement or Prospectus (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which is incorporated or deemed to be incorporated by reference in
such Registration Statement or Prospectus, as the case may be; and (iii) all
references in this Agreement to amendments or supplements to any Registration
Statement or Prospectus shall be deemed to mean and include the filing of any
document under the 1934 Act which is incorporated or deemed to be incorporated
by reference in such Registration Statement or Prospectus, as the case may be.

         2. Registration Under the 1933 Act.

                  2.1 Shelf Registration.

                           (a) As promptly as practicable, but no later than the
Filing Date, the Company shall file with the SEC, a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 under the 1933
Act covering all of the Registrable Securities held by Holders that have
provided the information pursuant to the terms of Section 2.1(d) hereof (the
"SHELF

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REGISTRATION"). The Shelf Registration shall be effected using a
Registration Statement on Form S-3 under the 1933 Act or another appropriate
form permitting registration of such Registrable Securities for resale by the
Holders in the manner or manners reasonably designated by them or as otherwise
described in the "Plan of Distribution" section of the Registration Statement
(including, without limitation, one or more underwritten offerings). The Company
shall use its best efforts to cause the Registration Statement to be declared
effective by the SEC as promptly as practicable, but no later than the
Effectiveness Target Date, and to keep the Registration Statement continuously
effective, supplemented and amended, as required in order to permit the
Prospectus forming a part thereof to be useable by the Holders so long as there
are any Registrable Securities then outstanding (the "EFFECTIVENESS PERIOD").

                           (b) Notwithstanding any other provisions hereof, the
Company shall use its best efforts to ensure that (i) any Registration Statement
and any amendment thereto and any Prospectus forming a part thereof and any
supplements thereto complies in all material respects with the 1933 Act, (ii)
any 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 a part of any
Registration Statement and any amendment or supplement to such Prospectus, 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.

                           (c) The Company shall not permit any securities other
than Registrable Securities to be included in the Registration Statement. The
Company further agrees, if necessary, to supplement or amend the Registration
Statement, as required by Section 3(b) below.

                           (d) Notwithstanding any other provision hereof, no
Holder of Registrable Securities may include any of its Registrable Securities
in the Registration Statement pursuant to this Agreement unless the Holder
furnishes to the Company a completed questionnaire in the form attached as Annex
A to the Offering Memorandum (the "QUESTIONNAIRE") and such other information in
writing as the Company may reasonably request in writing for use in connection
with the Registration Statement or Prospectus included therein and in any
application to be filed with or under state securities laws. Before the
effectiveness of the Registration Statement and no later than the 20th business
day after receipt of the notice by a Holder from the Company its intention to
file or of the filing of the Registration Statement (which notice shall include
the Questionnaire and any other reasonable information requested by the Company
for use in connection with the Registration Statement), each such Holder of
Registrable Securities must furnish the completed Questionnaire and such other
information, if any, to the Company in writing and the Company will include the
information from the completed Questionnaire and such other information, if any,
in the Registration Statement in a manner so that upon effectiveness the Holders
will be permitted to deliver the Prospectus to purchasers of the Holder's
Securities. From and after the date that the Registration Statement is first
declared effective, upon receipt of a completed Questionnaire and such other
information, if any, the Company will, as promptly as practicable but in any
event within 10 business days of receipt, file any amendments or supplements to
the Registration Statement

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necessary for the relevant Holders to be named as selling securityholders in the
Prospectus contained therein to be permitted to deliver the Prospectus to
purchasers of the Holder's Securities (subject to the Company's right to suspend
the Registration Statement as described in Sections 3(e)(iii), 3(e)(v) and
3(e)(vi) below); provided that the Company shall not be required to file more
than one such amendment or supplement per calendar month. Holders that do not
deliver a completed written Questionnaire and such other information, if any, in
a timely manner, as provided for in this Section 2.1(d), will not be named as
selling securityholders in the Prospectus. Each Holder as to which the
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make information
previously furnished to the Company by the Holder not materially misleading.

                  2.2 Expenses.

                  The Company shall pay all Registration Expenses in connection
with the Shelf Registration and any Registration Statement. Each Holder shall
pay all fees and disbursements of its counsel (other than as set forth in the
preceding sentence or in the definition of Registration Expenses) and all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Registrable Securities pursuant to the
Registration Statement.

                  2.3 Effectiveness.

                  The Registration Statement shall not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of Registrable
Securities pursuant to the Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement shall be deemed not to
have been effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

                  2.4 Liquidated Damages.

                  The Company and the Initial Purchasers agree that the Holders
of Registrable Securities will suffer damages if the Company fails to fulfill
its obligations under Section 2.1 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Company
agrees to pay liquidated damages on the Registrable Securities ("LIQUIDATED
DAMAGES") under the circumstances and to the extent as set forth below. In the
event that (a) the Registration Statement has not been filed with the SEC on or
prior to the Filing Date, (b) the Registration Statement is not declared
effective by the SEC on or prior to the Effectiveness Target Date, (c) the
Registration Statement has been declared effective by the SEC and such
Registration Statement ceases to be effective or usable at any time during the
Effectiveness Period for any reason without being succeeded within five business
days by a post-effective amendment to such Registration Statement or a report
filed with the SEC pursuant to the 1934 Act that cures such failure or (d) the
Company suspends the use of any Prospectus related to the Registration Statement
for a period exceeding forty-five (45) days in any consecutive three-month
period or exceeding an aggregate of ninety (90) days in any consecutive
twelve-month period (each such event referred to in

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clauses (a) through (d) above, a "REGISTRATION DEFAULT"), then the interest rate
borne by the Notes shall be increased as Liquidated Damages (x) by one-quarter
of one percent (0.25%) per annum upon the occurrence of such Registration
Default up to and including the ninetieth (90th) day following such Registration
Default and (y) by one half of one percent (0.50%) from and after the
ninety-first (91st) day following the occurrence of such Registration Default,
provided that the aggregate increase in such interest rate will in no event
exceed one half of one percent (0.50%) per annum. Upon the cure of such
Registration Default, the accrual of Liquidated Damages will cease and the
interest rate will revert to the original rate so long as no other Registration
Default shall have occurred and shall be continuing at such time; provided,
however, that, if after any such reduction in interest rate, one or more
Registration Defaults shall again occur, the interest rate shall again be
increased pursuant to the foregoing provisions. A Registration Default under
clause (a) above shall be cured on the date that the Registration Statement is
filed with the SEC; a Registration Default under clause (b) above shall be cured
on the date that the Registration Statement is declared effective by the SEC; a
Registration Default under clause (c) above shall be cured on the date the
Registration Statement is declared effective or useable; and a Registration
Default under clause (d) above shall be cured on the date the Prospectus is
declared useable by the Company. In the event of a Registration Default, the
Company shall pay Liquidated Damages to (x) the holders of Notes and (y) the
holders of Common Stock issued upon conversion of Notes in proportion to the
principal amount of such Notes converted.

                  The Company shall notify the Trustee within three business
days after each and every date on which a Registration Default occurs (an "EVENT
DATE"). Liquidated Damages shall be paid by the Company to the Holders of Notes
by depositing with the Trustee, in trust, for the benefit of the Holders of
Notes, on or before the applicable semiannual interest payment date, immediately
available funds in sums sufficient to pay the Liquidated Damages then due. Such
Liquidated Damages due shall be payable on each interest payment date to the
record Holder of Securities entitled to receive the interest payment to be paid
on such date as set forth in the Indenture. Liquidated Damages in respect of
Common Stock issued upon conversion of Notes shall be payable by the Company to
the record holders of Common Stock issued upon conversion of such Notes
concurrently with the payment of Liquidated Damages to the holders of Notes.
Each obligation to pay Liquidated Damages shall be deemed to accrue from and
including the day following the applicable Event Date.

         3. Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Shelf Registration and the Registration Statement pursuant to Section 2
hereof, the Company shall:

                           (a) prepare and file with the SEC a Registration
Statement within the period specified in Section 2, on the appropriate form
under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall
be available for the sale of the Registrable Securities by the selling Holders
thereof, and (iii) shall comply as to form in all material respects with the
requirements of the applicable form and include or incorporate by reference all
financial statements required by the SEC to be filed therewith or incorporated
by reference therein, and use its best efforts to cause such

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Registration Statement to become effective and remain effective in accordance
with Section 2 hereof;

                           (b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the
applicable period; cause each Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provision then in force) under the 1933 Act; and comply with the
provisions of the 1933 Act and the 1934 Act with respect to the disposition of
all securities covered by a Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the selling
Holders thereof;

                           (c) (i) notify each Holder of Registrable Securities,
as promptly as practicable, but in any event no less than five business days
prior to filing, that a Registration Statement with respect to the Registrable
Securities is being filed (which notice shall include the Questionnaire and any
other reasonable information requests referenced in Section 2.1(d)) and advising
such Holders that the distribution of Registrable Securities will be made in
accordance with the methods elected by the Majority Holders subject to Section
2.1(a) above or otherwise described in the "Plan of Distribution" section of the
Registration Statement; (ii) furnish to each Holder of Registrable Securities,
to counsel for the Holders, to counsel for the Initial Purchasers and to each
underwriter of an underwritten offering of Registrable Securities, if any,
without charge, as many copies of the Prospectus included therein, including
each preliminary Prospectus (in the event of an underwritten offering), and any
amendment or supplement thereto in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) subject to any notice by
the Company in accordance with Section 3(h) of the existence of any fact of the
kind described in Sections 3(e)(iii), 3(e)(v) and 3(e)(vi) hereof, the Company
hereby consents to the use of the Prospectus, including each preliminary
Prospectus (in the event of an underwritten offering), that is contained in a
Registration Statement declared effective by the SEC, or any amendment or
supplement thereto by each of the Holders and underwriters of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by any Prospectus that is contained in a Registration
Statement declared effective by the SEC or any amendment or supplement thereto;

                           (d) use its best efforts to register or qualify (or
establish an exemption from such registration or qualification for) the
Registrable Securities under all applicable state securities or "blue sky" laws
of such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request, to cooperate with the Holders
and the underwriters of any Registrable Securities in connection with any
filings required to be made with the NASD, to keep each such registration or
qualification effective during the period such Registration Statement is
required to be effective, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder and underwriter to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d) or (ii) take any action which

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would subject it to general service of process or taxation in any such
jurisdiction if it is not then so subject;

                           (e) notify each Holder of Registrable Securities as
promptly as reasonably practicable and, if requested by such Holder, confirm
such advice in writing as promptly as reasonably practicable (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments or
supplements to a Registration Statement or Prospectus or for additional
information after a Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to such offering cease to be true and correct in all
material respects, (v) of the happening of any event or the discovery of any
facts during the period a Registration Statement is effective which makes any
statement made in such Registration Statement or the related Prospectus untrue
in any material respect or which constitutes an omission to state a material
fact in such Registration Statement or Prospectus or which requires the making
of any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading, and, with respect to any such happening, that
the Company is electing to utilize the rights contemplated by Section 2.4(d)
hereof to the extent so elected, (vi) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (vii) of any reasonable
determination by the Company that a post-effective amendment to a Registration
Statement would be appropriate;

                           (f) make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
as soon as practicable and provide notice as promptly as reasonably practicable
to each Holder of the withdrawal of any such order;

                           (g) cooperate with the Holders selling Registrable
Securities in accordance with the Registration Statement to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends; and cause such
Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling Holders
or the underwriters, if any, may reasonably request in writing at least three
business days prior to the closing of any sale of Registrable Securities;

                           (h) upon the occurrence of any event or the discovery
of any facts, each as contemplated by Sections 3(e)(iii), 3(e)(v) and 3(e)(vi)
hereof, as promptly as practicable after the occurrence of such an event, except
as contemplated by Section 2.4(d) hereof, use its best efforts to prepare a
supplement or post-effective amendment to a Registration Statement or the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference or file

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any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Prospectus will not contain at the time of
such delivery any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Company agrees
to notify each Holder to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder hereby agrees
to suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission. At such time as such
public disclosure is otherwise made or the Company determines that such
disclosure is not necessary, in each case to correct any misstatement of a
material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus, as amended or supplemented, as such
Holder may reasonably request;

                           (i) a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or a Prospectus after the
initial filing of a Registration Statement, provide copies of such document to
the Initial Purchasers on behalf of such Holders if requested by the Initial
Purchasers; and make representatives of the Company as shall be reasonably
requested by the Holders of Registrable Securities, or the Initial Purchasers on
behalf of such Holders, available for discussion of such document;

                           (j) obtain CUSIP numbers for all Registrable
Securities not later than the effective date of a Registration Statement, and
provide the Trustee with printed certificates for the Registrable Securities in
a form eligible for deposit with the Depositary;

                           (k) cause the Indenture to be qualified under the TIA
in connection with the registration of the Registrable Securities, (ii)
cooperate with the Trustee and the Holders to effect such changes, if any, to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and (iii) execute, and use its best efforts
to cause the Trustee to execute, all documents as may be required to effect such
changes, if any, and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner;

                           (l) subject to Section 2.1(a), enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection, whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration:

                                    (i) make such representations and warranties
to the Holders of such Registrable Securities and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to underwriters in
similar underwritten offerings as may be reasonably requested by such Holders
and underwriters;

                                    (ii) in connection with any underwritten
offering hereunder, seek to obtain opinions of counsel to the Company and
updates thereof (which counsel and opinions (in

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form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any, and the Holders of a majority in principal amount of the
Registrable Securities being sold) addressed to each selling Holder (where
reasonably possible) and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or underwritten
offerings and such other matters as may be reasonably requested by such Holders
and underwriters;

                                    (iii) in connection with any underwritten
offering hereunder, seek to obtain "comfort letters" and updates thereof with
respect to such Registration Statement and the Prospectus included therein, all
amendments and supplements thereto and all documents incorporated or deemed to
be incorporated by reference therein from the Company's independent certified
public accountants and (where reasonably practicable) from the independent
certified public accountants for any other Person or any business or assets
whose financial statements are, or are required to be, included or incorporated
by reference in the Registration Statement or Prospectus, each addressed to the
underwriters, if any, and (where reasonably practicable) to have such letter
addressed to the selling Holders of Registrable Securities, such letters to be
in customary form and covering matters of the type customarily covered in
"comfort letters" to underwriters in connection with similar underwritten
offerings;

                                    (iv) if an underwriting agreement is entered
into, cause the same to set forth indemnification and contribution provisions
and procedures substantially equivalent to the indemnification and contribution
provisions and procedures set forth in Section 4 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to Section 4
hereof or, at the request of any underwriters, in the form customarily provided
to such underwriters in similar types of transactions; and

                                    (v) deliver such other documents and
certificates as may be reasonably requested and as are customarily delivered in
similar offerings to the Holders of a majority in principal amount of the
Registrable Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and, if appropriate, each post-effective amendment thereto) and (ii) each
closing under any underwriting or similar agreement as and to the extent
required thereunder;

                           (m) if reasonably requested in writing in connection
with a disposition of Registrable Securities pursuant to a Registration
Statement, make reasonably available for inspection during normal business hours
by representatives of the Holders of the Registrable Securities and any
underwriters participating in any disposition pursuant to a Registration
Statement and any counsel or accountant retained by such Holders or
underwriters, all relevant financial and other records, documents and properties
of the Company reasonably requested by any such Persons, and cause the
appropriate officers, directors, employees, and any other agents of the Company
to make all information reasonably requested by any such representative,
underwriter, special counsel or accountant in connection with a Registration
Statement reasonably available for inspection during normal business hours, and
make such representatives of the Company reasonably available for discussion
during normal business hours of such documents as shall be reasonably requested
by the

                                                                              11
<PAGE>

Initial Purchasers; provided, however, that such persons shall first agree in
writing with the Company that any information that is reasonably designated by
the Company in writing 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; provided,
however, that such persons shall as promptly as reasonably practicable, provide
written notice to the Company of any request by any such regulatory authority
for any such confidential information of the Company in order to allow the
Company a reasonable amount of time to seek an appropriate protective order to
prevent the disclosure of such information, (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 or (iv) such information becomes
available to any such person from a source other than the Company and such
source is not bound by a confidentiality agreement or otherwise obligated to
keep such information confidential.

                           (n) a reasonable time prior to filing any
Registration Statement, any Prospectus forming a part thereof, any amendment to
such Registration Statement or amendment or supplement to such Prospectus (other
than supplements that do nothing more than name one or more Holders and provide
information with respect thereto), provide copies of such document upon request
to the Initial Purchasers, to the underwriter or underwriters of an underwritten
offering of Registrable Securities, if any, and, to counsel for the Initial
Purchasers or underwriters, and make such reasonable changes in any such
document prior to the filing thereof as the Initial Purchasers or the
underwriter or underwriters, or any of their respective counsel may reasonably
request in writing within five business days after the delivery of such copies
by the Company; cause the representatives of the Company to be available for
discussion of such documents during normal business hours as shall be reasonably
requested by the Initial Purchasers on behalf of the Holders or any underwriter
or any of their respective counsel; and shall not at any time make any filing of
any such document of which the Initial Purchasers on behalf of the Holders,
their counsel or any underwriter or their counsel shall not have previously been
advised and furnished a copy or to which the Majority Holders, the Initial
Purchasers on behalf of the Holders, their counsel or any underwriter or their
counsel shall reasonably object within a reasonable time period.

                           (o) use its best efforts to cause all Registrable
Securities to be listed on any securities exchange or inter-dealer quotation
system such as NASDAQ on which similar debt or equity securities issued by the
Company are then listed, if any;

                           (p) use its commercially reasonable efforts to cause
the Notes to be rated with the appropriate rating agencies, if reasonably
requested by the underwriter or underwriters of an underwritten offering of the
Notes , if any, unless the Notes are already so rated;

                           (q) otherwise comply with all applicable rules and
regulations of the SEC and make available to its security holders, as soon as
reasonably practicable, an earnings statement

                                                                              12
<PAGE>

covering at least twelve (12) months which shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 thereunder; and

                           (r) cooperate and assist in any filings required to
be made with the NASD and in the performance of any due diligence investigation
by any underwriter and its counsel (including any "qualified independent
underwriter" that is required to be retained in accordance with the rules and
regulations of the NASD);

         The Company may (as a condition to such Holder's participation in the
Shelf Registration) require each Holder of Registrable Securities to furnish to
the Company such information regarding such Holder and the proposed distribution
by such Holder of such Registrable Securities as the Company may from time to
time reasonably request in writing. Each Holder further agrees promptly to
furnish to the Company in writing all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder
not misleading, any other information regarding such Holder and the distribution
of such Registrable Securities as may be required to be disclosed in the
Registration Statement under applicable law or pursuant to SEC comments and any
information otherwise required by the Company to comply with applicable law or
regulations. Each Holder further agrees, following termination of the
Effectiveness Period, to notify the Company, within ten business days of a
request, of the amount of Registrable Securities sold pursuant to the
Registration Statement and, in the absence of a response, the Company may assume
that all of the Holder's Registrable Securities were so sold.

         Each Holder agrees that, upon receipt of any notice from the Company of
the happening of any event or the discovery of any facts, each of the kind
described in Sections 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until receipt by such Holder of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(h) hereof or (ii)
written notice from the Company that the Registration Statement is once again
effective or that no supplement or amendment is required. If so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies in such Holder's possession, other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. Nothing in this paragraph shall
prevent the accrual of Liquidated Damages on any Securities.

         If any of the Registrable Securities covered by any Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders and shall be reasonably acceptable to the
Company. No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements, (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements and (c) provides the Company with the information
required in Section 2.1(d) above.

                                                                              13
<PAGE>

         4. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder, each Person who participates as an underwriter
(each, an "UNDERWRITER" or an "UNDERWRITER") and each Person, if any, who
controls the Initial Purchasers, Holder or Underwriter within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                           (i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment or supplement thereto) pursuant to which Registrable
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or any omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto) or any omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;

                           (ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; provided that (subject to Section 4(d) below) any
such settlement is effected with the written consent of the Company; and

                           (iii) against any and all expense whatsoever, as
incurred, reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (i) or (ii)
above. With respect to expenses of counsel. the indemnifying parties shall not
be liable for fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Initial Purchasers, any Holder or Underwriter (or any person
who expressly controls the Initial Purchasers, Holder or Underwriter) expressly
for use in a Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto) provided further that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense if
the Holder fails to deliver at or prior to the written confirmation of sale, the
most recent Prospectus, as amended or supplemented, and such Prospectus,

                                                                              14
<PAGE>

as amended or supplemented, would have corrected such untrue statement or
omission or alleged untrue statement or omission of a material fact and the
delivery thereof was required by law.

                           (b) Each Holder, severally but not jointly, agrees to
indemnify and hold harmless the Company, the Initial Purchasers, each
Underwriter and the other selling Holders, and each of their respective
directors and officers, and each Person, if any, who controls the Company, the
Initial Purchasers, any Underwriter or any other selling Holder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any Prospectus included
therein (or any amendment or supplement thereto) in reliance upon and in
conformity with written information with respect to such Holder furnished to the
Company by or on behalf of such Holder or any other person who controls such
Holder expressly for use in the Registration Statement (or any amendment
thereto) or such Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in excess
of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Registration Statement.

                           (c) Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying party or
parties be liable for the fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                           (d) If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by this Agreement, such indemnifying party
agrees that it shall be liable for any settlement of the nature

                                                                              15
<PAGE>

contemplated by Section 4(a)(ii) effected without its written consent if (i)
such settlement is entered into more than forty-five (45) days after receipt by
such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least thirty (30)
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.

                           (e) If the indemnification provided for in this
Section 4 is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative fault of such indemnifying party or parties on the one
hand and the indemnified party or parties on the other hand shall be determined
by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by such indemnifying party or parties or
such indemnified party or parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

                           (f) The Company, the Holders and the Initial
Purchasers agree that it would not be just or equitable if contribution pursuant
to this Section 4 were determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations
referred to in paragraph (e) above. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party to the extent contemplated by this
Agreement in investigating, preparing or defending against any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 4, the Initial
Purchasers or any Holder or Underwriter shall not be required to contribute any
amount in excess of the amount by which the total price at which Registrable
Securities sold by it pursuant to a Registration Statement were offered exceeds
the amount of any damages that the Initial Purchasers, Holder or Underwriter has
otherwise been required to pay by reason of any such untrue or alleged untrue
statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

                                                                              16
<PAGE>

         For purposes of this Section 4, each Person, if any, who controls the
Initial Purchasers, Holder or Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Initial Purchasers or such Holder or Underwriter, as the
case may be, and each director of the Company, each officer of the Company who
signed the Registration Statement and each Person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company. The
respective obligations of the Initial Purchasers, Holders, and Underwriters to
contribute pursuant to this Section 4 are several in proportion to the principal
amount of Securities sold by them pursuant to a Registration Statement and not
joint.

         The indemnity and contribution provisions contained in this Section 4
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers or any Holder or Underwriter or any Person controlling
the Initial Purchasers, or any Holder or Underwriter, or by or on behalf of the
Company, its officers, or directors or any Person controlling the Company and
(iii) any sale of Registrable Securities pursuant to a Registration Statement.

         5. Miscellaneous.

                  5.1 Rule 144 and Rule 144A. For so long or the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act. If the Company ceases
to be subject to the reporting requirements of Section 13 or 15 of the 1934 Act,
it will upon the request of any Holder or beneficial owner of Registrable
Securities (a) make publicly available such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b)
deliver or cause to be delivered, promptly following a request by any Holder or
beneficial owner of Registrable Securities or any prospective purchaser or
transferee designated by such Holder or beneficial owner, such information
(including, without limitation, the information specified in Rule 144A(d)(4)
under the 1933 Act) as is necessary to permit sales pursuant to Rule 144A under
the 1933 Act and it will take such further action as any Holder or beneficial
owner of Registrable Securities may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may
be amended from time to time or (iii) any similar rules or regulations hereafter
adopted by the SEC. Upon the request of any Holder or beneficial owner of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.

                  5.2 No Inconsistent Agreements. The Company has not entered
into nor will the Company on or after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not for the
term of this

                                                                              17
<PAGE>

Agreement and will not in any way conflict with and are not and will not be
inconsistent with the rights granted to the holders of any of the Company's
other issued and outstanding securities under any other agreements entered into
by the Company or any of its subsidiaries.

                  5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure. 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 of Registrable Securities whose securities
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders of Registrable Securities may
be given by Holders of at least a majority of the Registrable Securities being
sold by such Holders pursuant to such Registration Statement; provided that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 5.3, whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                  5.4 Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier or any courier guaranteeing overnight delivery (a)
if to a Holder (other than the Initial Purchasers), at the most current address
set forth on the records of the registrar under the Indenture, (b) if to the
Initial Purchasers, at the most current address given by the Initial Purchasers
to the Company by means of a notice given in accordance with the provisions of
this Section 5.4, which address initially is the address set forth in the
Purchase Agreement with respect to the Initial Purchasers with a copy to Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo
Alto, California 94304, Attention: Robert Claassen, (c) if to the Company,
initially at the Company's address set forth in the Purchase Agreement with a
copy to Fredrickson & Byron, 200 South Sixth Street, Minneapolis, MN, 55402,
Attention: Melodie Rose, and thereafter at such other address of which notice is
given in accordance with the provisions of this Section 5.4, and (d) if to any
Underwriter, at the most current address given by such Underwriter to the
Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the applicable
underwriting agreement.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered to
an air courier guaranteeing overnight delivery.

                                                                              18
<PAGE>

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

                  5.5 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, that (a) this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquires Registrable
Securities from a Holder and (b) nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

                  5.6 Third Party Beneficiaries. The Initial Purchasers (even if
the Initial Purchasers is not a Holder of Registrable Securities) shall be third
party beneficiaries of the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

                  5.7 Restrictions on Resales Until the expiration of two years
after the original issuance of the Securities, the Company will not, and will
cause its "affiliates" (as such terms is defined in Rule 144(a)(1) under the
1933 Act) not to, resell any Securities which are "restricted securities" (or
such term is defined under Rule 144(a)(3) under the 1933 Act) that have been
reacquired by any of them and shall immediately upon any purchase of any such
Securities submit such Securities to the Trustee for cancellation.

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

                  5.9 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ITS PRINCIPLES OF CONFLICTS OF LAWS.

                                                                              19
<PAGE>

                  5.11 Counterparts. This Agreement may be executed in any
number of counterparts 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.

                                                                              20
<PAGE>

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

                                                   BELL MICROPRODUCTS INC.

                                                   By: /s/ W. Donald Bell
                                                       -----------------------
                                                   Name: W. Donald Bell
                                                   Title: President and Chief
                                                          Executive Officer

                                                   By: /s/ James E. Illson
                                                       -----------------------
                                                   Name: James E. Illson
                                                   Title: Chief Financial
                                                          Officer and Executive
                                                          Vice President of
                                                          Finance and Operations

Confirmed and accepted as of the
date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
         INCORPORATED

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
         INCORPORATED

      By: /s/ Gopal Garuda
          -------------------
         Authorized Signatory


RAYMOND JAMES & ASSOCIATES, INC.

By: RAYMOND JAMES & ASSOCIATES, INC.

By: /s/ Joseph B. Heyck
    -------------------
    Authorized Signatory