REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") dated as of June 28, 1996 is entered into by and between
REDDI BRAKE SUPPLY CORPORATION, a Nevada corporation (the "Company"), and Allen J. Sheerin
("Sheerin") (Sheerin is sometimes referred to herein as the "Holder").
R E C I T A L S:
A. Pursuant to a Stock Purchase Agreement dated June 28, 1996 between Company and Sheerin (the "Stock
Purchase Agreement"), Sheerin is, simultaneously with the signing of this Agreement, selling all of the common
stock of Express Undercar Parts Warehouse of California Inc. to the Company in exchange for a total of
606,331 shares of common stock of Company (the "Shares") (the "Transaction").
B. Company, Sheerin and West Covina Unitrust have formerly entered a Registration Rights Agreement dated
October 31, 1994 (the "1994 Registration Rights Agreement"). Nothing contained herein is intended to in any
way modify or supplant the registration rights granted under the 1994 Registration Rights Agreement which
C. Company, Sheerin and Bryan Morford have formerly entered into a Registration Rights Agreement dated
May 28, 1996 (the "1996 Registration Rights Agreement"). Nothing contained herein is intended to in any way
modify or supplant the registration rights granted under the 1996 Registration Rights Agreement which remains
D. This Agreement is intended to grant registration rights in connection with all of the Shares and its supplements
and is in addition to the Agreements referred to above.
NOW, THEREFORE, in consideration of the premises set forth above and the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
Section 1. Registration Rights.
1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the following respective
(a) Common Stock. The issued shares of Common Stock of the Company with a $.0001 par value.
(b) Exchange Act. The Securities Exchan