REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") dated as of May 28, 1996 is entered into by and among
REDDI BRAKE SUPPLY CORPORATION, a Nevada corporation (the "Company"), and Allen J. Sheerin
("Sheerin") and Bryan Morford ("Morford") (Sheerin and Morford are sometimes referred to herein collectively
as the "Holders" and individually as a "Holder").
R E C I T A L S:
A. Pursuant to a Stock Purchase Agreement dated May 28, 1996 between Company, Sheerin and Morford (the
"Stock Purchase Agreement"), Sheerin and Morford are simultaneously with the signing of this Agreement selling
all of the common stock of Express Undercar Parts Warehouse, Inc., Nevada to the Company in exchange for a
total of 704,442 shares of common stock of Company (the "Shares") and for cash (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. This Agreement is intended to grant registration rights in connection with all of the Shares.
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 Exchange Act of 1934, as amended, or any similar federal statute then in effect,
and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if
any, of any such similar federal statute.
(c) Holder. Each Person described as a "Holder" in the first p