Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of August __,
1998, between ACCPAC INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and COMPUTER ASSOCIATES
INTERNATIONAL, INC., a Delaware corporation ("Computer
Associates").
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INTRODUCTION


The Company was incorporated in Delaware in October 1997 and became a subsidiary of Computer Associates effective January 1998. As of the date hereof, Computer Associates owns 5,250,000 shares (adjusted for the 2,000-for-1 stock split effective August 17, 1998) of the Company's Common Stock, par value $.01 per share ("Common Stock").


The parties are contemplating that the Company will issue and sell additional shares of its Common Stock in an initial public offering (the "Offering") registered under the Securities Act of 1933, as amended (the "Securities Act").


The parties desire to enter into this Agreement to set forth their agreement regarding certain registration rights with respect to the Common Stock (and any other securities issued in respect thereof or in exchange therefor) owned by Computer Associates.


The parties hereto agree as follows:


Section 1. DEMAND REGISTRATION - REGISTRABLE SECURITIES.


(a) Upon written notice provided by Computer Associates to the Company at any time after the 180-day period following the completion of the initial sale of Common Stock in the Offering (the "IPO Date") (or such earlier date as permitted by J.P. Morgan Securities, Inc.) requesting that the Company effect the registration under the Securities Act of any or all of the Common Stock (and any stock or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged and any other shares or securities issued to Computer Associates (or such shares or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event) held by Computer Associates (the "Registrable Securities"), which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act (a "Rule 415 Offering"), if the Company is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that:


(i) with respect to any registration statement filed, or to be
filed, pursuant to this Section 1, if the Company shall furnish to Computer
Associates a certified resolution of the Board of Directors of the Company
adopted by the affirmative vote of the directors not designated by
Computer Associates stating that in the Board of Directors' good faith
judgment it would (because of the existence of, or in anticipation of, any
acquisition or financing activity, or the unavailability for reasons beyond
the Company's reasonable control of any required financial statements, or
any other event or condition of similar significance to the Company) be
significantly disadvantageous (a "Disadvantageous Condition") to the
Company for such a registration statement to be filed and become effective,
or to be maintained effective, and setting forth the general reasons for
such judgment, the Company shall be entitled not to file any such
registration statement, or, if a registration statement has been filed, to
cause such registration statement to be withdrawn and the effectiveness of
such registration statement terminated, until such Disadvantageous
Condition no longer exists (notice of which the Company shall promptly
deliver to Computer Associates). Upon receipt of any such notice of a
Disadvantageous Condition, Computer Associates shall forthwith discontinue
use of the prospectus contained in such registration statement and, if so
directed by the Company, Computer Associates will deliver to the Company
all copies, other than permanent file copies then in Computer Associates'
possession, of the prospectus then covering such Registrable Securities
current at the time of receipt of such notice; provided, that the filing of
any such registration statement may not be delayed for a period in excess
of three months due to the occurrence of any particular Disadvantageous
Condition or for more than a total of three months in any 12-month
period for any reason pursuant to this paragraph (a);


(ii) Except as otherwise provided herein, Computer
Associates shall not have the right to exercise registration rights
pursuant to this Section 1 within the 180-day period following the
registration and sale of Registrable Securities effected pursuant to a
prior exercise of the registration rights provided in this Section 1; and


(iii) Computer Associates may exercise its rights under this
Section 1 on not more than three occasions.


(b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by Computer Associates pursuant to this Section 1 shall not be deemed to have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission ("SEC") or other governmental agency or court for any reason other than a misrepresentation or an omission by Computer Associates and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with any such registration are not satisfied or waived other than by reason of some act or omission by Computer Associates.


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(c) In the event that any registration pursuant to this Section 1 shall involve, in whole or in part, an underwritten offering, Computer Associates shall have the right to designate an underwriter or underwriters reasonably acceptable to the Company as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 1, Computer Associates may select one counsel reasonably acceptable to the Company to represent Computer Associates.


(d) The Company shall have the right to cause the registration of additional equity securities for sale for its account or the account of any of its existing directors, officers or employees in any registration of Registrable Securities requested by Computer Associates pursuant to paragraph (a) above; provided, however, that if Computer Associates is advised in writing (with a copy to the Company) by a nationally recognized investment banking firm selected by Computer Associates reasonably acceptable to the Company (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by Computer Associates, the registration of such additional equity securities or part thereof shall not be permitted. Computer Associates may require that any such additional equity securities be included in the offering proposed by Computer Associates on the same conditions as the Registrable Securities included therein. In the event that the number of Registrable Securities requested to be included in a registration statement by Computer Associates exceeds the number which, in the good faith view of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number shall be reduced accordingly.


(e) As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by Computer Associates shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public in accordance with Rule 144 promulgated under the Securities Act ("Rule 144"), (iii) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any state securities or blue sky law then in effect or (iv) such securities shall have ceased to be outstanding.


Section 2. PIGGYBACK REGISTRATION. In the event that the Company at any time after the IPO Date proposes to register any of its Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, "Other Securities") under the Securities Act, whether or not for sale for its own account, in a manner that would permit registration of Registerable Securities for sale for cash to the public under the Securities Act, it shall at each such time give prompt written notice to Computer Associates of its intention to do so. Subject to the terms and conditions hereof, such


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notice shall offer Computer Associates the opportunity to include in such registration statement such number of Registerable Securities as Computer Associates may request. Upon the written request of Computer Associates made within 15 days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company shall use its best efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registerable Securities which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such intended method of disposition thereof) of the Registrable Securities so requested to be registered; provided, that:


(a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to Computer Associates and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities, without prejudice, however, to the rights of Computer Associates immediately to request that such registration be effected as a registration under Section 1 to the extent permitted thereunder;


(b) if the registration referred to in the first sentence of this Section 2 is to be an underwritten registration on behalf of the Company, and a nationally recognized investment banking firm selected by the Company advises the Company in writing that, in such firm's good faith view, all or a part of such Registrable Securities cannot be sold and that the inclusion of all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall include in such registration: (i) first, all Other Securities the Company proposes to sell for its own account ("Company Securities"), (ii) second, up to the full number of Registrable Securities which, in the good faith view of such investment banking firm, can be sold without adversely affecting such offering (and if such number is less than the full number of such Registrable Securities requested to be registered by Computer Associates, such number shall be reduced accordingly; provided that, in such case, Computer Associates may withdraw its request for registration of its Registrable Securities under this Section 2 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 1 to the extent permitted thereunder), and (iii) third, up to the full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and Registrable Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and, if such number is less than the full number of such Other Securities, such number shall be allocated pro rata among the holders of such Other Securities (other than Company Securities) on the basis of the number of securities requested to be included therein by each such other holder);


(c) if the registration referred to in the first sentence of this Section 2 is to be an underwritten secondary registration on behalf of holders of Other Securities (the "Other Holders"), and the lead underwriter or managing underwriter advises the Company in writing that


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in their good faith view, all or a part of such additional securities cannot be sold and the inclusion of such additional securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall include in such registration the number of securities (including Registrable Securities) that such underwriters advise can be so sold without adversely affecting such offering, allocated pro rata among the Other Holders and Computer Associates on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and Computer Associates. If such Other Holders have requested that such registration statement be filed pursuant to demand registration rights granted to them by the Company, the Company shall include in such registration (i) first, Other Securities sought to be included therein by the Other Holders pursuant to the exercise of such demand registration rights and (ii) second, the number of Registrable Securities sought to be included in such registration in excess of the number of Other Securities sought to be included in such registration by the Other Holders which in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) ...