POWERCERV CORP
SC 13D, 1999-06-18
COMPUTER INTEGRATED SYSTEMS DESIGN
Previous: SUPERIOR SERVICES INC, SC 14D9, 1999-06-18
Next: POWERCERV CORP, 3, 1999-06-18



<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                                 (RULE 13D-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILE PURSUANT TO
    RULE 13d-1(c) AND AMENDMENTS THE REPORTS FILED PURSUANT TO RULE 13-d-2(a)
                             (Amendment No. __ )(1)

                              PowerCerv Corporation
            ---------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
            ---------------------------------------------------------
                         (Title of Class of Securities)

                                   73931P 10 5
            ---------------------------------------------------------
                                 (CUSIP Number)

                               David A. Straz, Jr.
                     4805 Swann Avenue, Tampa, Florida 33609
                                 (813) 282-3252
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  June 9, 1999
            ---------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
 .

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.



                         (Continued on following pages)

                               (Page 1 of 8 pages)

- --------
     (1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.


         The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



<PAGE>   2
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 2 of 8
- -----------------------------                         --------------------------
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------
      <S>      <C>                                                                                         <C>
               Names of Reporting Person:
      1               David A. Straz, Jr.
               I.R.S. Identification No. of Above Person (entity only)

- --------------------------------------------------------------------------------------------------------------------
      2        Check the Appropriate Box if a Member of a Group*
                                                                                                           (a)  |_|
                                                                                                           (b)  |_|
- --------------------------------------------------------------------------------------------------------------------
               SEC use only
      3
- --------------------------------------------------------------------------------------------------------------------
               Source of Funds*
      4
- --------------------------------------------------------------------------------------------------------------------
               Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
      5
- --------------------------------------------------------------------------------------------------------------------
               Citizenship or Place of Organization
      6
                        United States Citizen
- --------------------------------------------------------------------------------------------------------------------
                                     Sole voting power
                               7                                                 2,075,000

                             ---------------------------------------------------------------------------------------

     Number of shares                Shared voting power
       beneficially            8                                                 -0-
       owned by each
    Reporting person with    ---------------------------------------------------------------------------------------
                                     Sole dispositive power
                               9                                                 2,075,000

                             ---------------------------------------------------------------------------------------
                                     Shared dispositive power
                               10                                                -0-

- --------------------------------------------------------------------------------------------------------------------
               Aggregate Amount Beneficially Owned by Each Reporting Person
     11                  2,075,000
- --------------------------------------------------------------------------------------------------------------------
               Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*          |_|
     12
- --------------------------------------------------------------------------------------------------------------------
               Percent of Class Represented by Amount in Row (11)
                          |_|
     13                  15.7%
- --------------------------------------------------------------------------------------------------------------------
               Type of Reporting Person*
     14
                         IN
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

                     - SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>   3
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 3 of 8
- -----------------------------                         --------------------------



ITEM 1. SECURITY AND ISSUER. This Schedule relates to the Common Stock, $.01 par
value (the "Common Stock") of PowerCerv Corporation., a Florida corporation (the
"Issuer") whose principal address is 400 North Ashley Drive, Suite 2900, Tampa,
Florida 33602.

ITEM 2.  IDENTITY AND BACKGROUND.

         Item 2.(a)        This Schedule is being filed by David A. Straz, Jr.
                           ("Reporting Person").

         Item 2.(b)        The address of the Reporting Person is as follows:

                           4805 Swann Avenue, Tampa, Florida 33609

         Item 2.(c)        The principal occupation or employment of the
                           Reporting Person is Investments, and the name,
                           principal business and address of the corporation or
                           other organization in which such employment is
                           conducted is.                                      .
                           ---------------------------------------------------

         Item 2.(d)        During the last five years the Reporting Person
                           has not been convicted in a criminal proceeding
                           (excluding traffic violations or similar
                           misdemeanors).

         Item 2.(e)        During the last five years the Reporting Person
                           has not been a party to a civil proceeding of a
                           judicial or administrative body of competent
                           jurisdiction that resulted in the Reporting Person
                           being subject to a judgment, decree or final order
                           enjoining future violations of, or prohibiting or
                           mandating activities subject to, Federal or State
                           securities laws or finding any violation with respect
                           to such.

         Item 2.(f)        The Reporting Person is a citizen of the United
                           States.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The Common Stock held by the Reporting Person was acquired as a result
         of the Reporting Person acquiring from the Issuer on June 9, 1999
         pursuant to an Assignment and Assumption Agreement of such date (the
         "Assignment") between the Reporting Person and the Issuer an option to
         acquire two million shares of Common Stock of the Issuer then held by
         Harold R. Ross (or his affiliates), a former officer and director of
         the Issuer. Such option was granted by Mr. Ross to the Issuer by an
         Option Agreement dated March 24, 1999, which agreement was amended by
         agreements dated May 13, 1999, June 4, 1999 and June 9, 1999 (the
         "Option"). The Reporting Person paid the Issuer $75,000 for the Option.
         The source of such funds was his personal liquid assets. Immediately
         after the Reporting Person acquisition of the Option, the Reporting
         Person immediately exercised the Option in full and acquired two
         million shares of Common Stock of the Issuer from Mr. Ross as a result
         thereof. The exercise price was $4,200,000. The source of such funds
         was his personal liquid assets. Concurrent with the forgoing actions,
         the Issuer granted the Reporting Person a warrant to acquire 75,000
         shares of Common Stock from the Issuer at an exercise price of $2.50
         per share, exercisable immediately and until one year from the date of
         the grant thereof (the "Warrant"). In addition, the Reporting Person
         also entered into a Stockholders' Agreement dated June 9, 1999 (the
         "Stockholders' Agreement") with Roy E. Crippen, III, a former officer
         and a current Director of the Issuer, and Marc J. Fratello, a Director
         and the Chief Executive Officer of the Issuer and certain of their


<PAGE>   4
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 4 of 8
- -----------------------------                         --------------------------


         Affiliates. The Issuer joined in the Stockholders' Agreement for the
         purpose of granting the parties thereto certain registration rights
         relating to Common Stock under the securities laws. The Reporting
         Person was also concurrently elected to the board of directors of the
         Issuers pursuant to his rights under the Stockholders' Agreement. The
         foregoing events are referred to collectively herein as the
         "Transaction".

ITEM 4. PURPOSE OF TRANSACTION.

         The Reporting Person holds the Common Stock received in the Transaction
         for investment purposes.

         At this time, the Reporting Person has no specific plan or proposal to
         acquire or dispose of the Common Stock. Consistent with his investment
         purpose, the Reporting Person at any time and from time to time may
         acquire additional shares of Common Stock or dispose of any or all of
         the Reporting Person's Common Stock depending upon an ongoing
         evaluation of the investment in the Common Stock, prevailing market
         conditions, other investment opportunities, liquidity requirements of
         the Reporting Person and/or other investment considerations. The
         Reporting Person has made no determination regarding a maximum or
         minimum number of shares of Common Stock which it may hold at any point
         in time.

         The Issuer agreed under the Assignment that as long as the Reporting
         Person or an affiliate of his owned at least 500,000 shares of Common
         Stock (adjusted for any stock splits, stock dividends,
         recapitalizations or other similar events occurring after the date
         thereof) that the Issuer would comply with its reporting obligations
         under the Act, provide certain financial information to the Reporting
         Person, nominate and elect the Reporting Person to the Company's Board
         of Directors, and at the request of the Reporting Person, take steps so
         that a majority of the members of the Board of Directors of the Company
         would be individuals ("Independent Directors") other than Mr. Crippen,
         Mr. Fratello, Mr. Ross, and employees, independent contractors or
         significant vendors or customers of the Issuer or persons who are
         affiliates of such persons. The Company also agreed that without the
         Reporting Person's consent it would not amend its certificate of
         incorporation of bylaws so as to change the voting rights of the Common
         Stock or increase the authorized, common or preferred stock of the
         Issuer; increase the number of shares of Common Stock reserved for
         issuance to cover options, warrants or other stock purchase rights or
         issue any options, warrants or stock purchase rights (other than
         pursuant to existing employer director stock option plans and the
         current reservations thereunder or as contemplated by the Warrant); or
         issue any Common Stock, preferred stock or convertible securities.
         Three years after the date of the Agreement, the Company may issues
         warrants, preferred stock or convertible securities without the
         Reporting Person's consent if a majority of the then Independent
         Directors approve such transaction in connection with a financing by
         the Issuer to raise additional capital (an "Independent Directors
         Approved Financing") In addition, the Issuer agreed without the consent
         of a majority of the Independent Directors to not grant any
         registration rights with respect to its Common Stock superior to or
         pari pasu with the registration rights granted to the Reporting Person
         under the Stockholders' Agreement.

         The Company made certain representations and warranties to the
         Reporting Person under the Assignment that survived the execution of
         such agreement for 18 months. The Reporting Person's sole remedy for
         breaches of representation and warranties under the Assignment or for
         any claim under applicable securities laws or for fraud is to require
         the Company to purchase his shares of Common Stock at a price of $1.50
         per share.


<PAGE>   5
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 5 of 8
- -----------------------------                         --------------------------


         The Stockholders' Agreement restricts the right of each party thereto
         to transfer their shares of Common Stock (except to certain related or
         affiliated parties) without the consent of the other parties thereto or
         without first offering the other parties the right to buy such shares
         at a price equal to 90% of the weighted average of the high and low
         sales price of the Common Stock as reflected on the Nasdaq National
         Market for the preceding ten trading days. In addition, the parties
         thereto agreed to vote or cause their affiliates or permitted
         transferees under the Stockholders' Agreement to vote all of the shares
         of Common Stock they own or control at any Stockholders meeting of the
         Issuer or on any action taken by stockholders of the Issuer without a
         meeting; (i) for the election of the Reporting Person, Mr. Crippen and
         Mr. Fratello, as directors of the Issuer, unless such individual
         requests otherwise; (ii) against any amendment to the Company's
         certificate of incorporation by bylaws that is approved by the
         Company's Board of Directors in contravention of the assignment or
         which, if it had been approved by the Board would have been in
         contravention of the assignment; (iii) against any increase in the
         number of the shares reserved for issuance under any stock option plan
         or for any stock purchase right that is approved by the Company's Board
         of Directors in contravention of the Assignment or which, if it had
         been approved by the Board would have been in contravention of the
         Assignment; and (iv) against any designation of new preferred stock of
         the Issuer or any increase in the authorized common shares of the
         Issuer that is approved by the Company's Board of Directors in
         contravention of the Assignment or which, if it had been approved by
         the Board, would have been in contravention of the Assignment. The
         restrictions on transferability of Common Stock held by the parties to
         the Stockholders' Agreement does not apply to a transfer made in
         connection with an acquisition of all the capital stock of the Issuer
         by means of a sale, tender offer or stock-for-stock merger with an
         unrelated person, a liquidation after the sale of substantially the
         assets of the Issuer or a Sale pursuant to the piggyback registration
         rights granted pursuant to the Stockholders' Agreement (each such
         event, a "Termination Event"). The Stockholders' Agreement terminates
         upon a written agreement of the parties thereto to that effect, the
         bankruptcy, receivership or dissolution of the Issuer, a consummation
         of a Termination Event or, at the Reporting Person's option, upon an
         Independent Director Approved Financing pursuant to the Assignment. In
         addition, the Stockholders' Agreement terminates as to any party
         thereto when such party and his affiliates and permitted transferees
         own less than 500,000 shares of Common Stock (adjusted for any stock
         dividends, stock splits, recapitalizations or similar events occurring
         after the date of such agreement). Under the Stockholders' Agreement,
         the Reporting Person, Mr. Crippen and Mr. Fratello also acquired
         certain right to have their shares of Common Stock registered under the
         securities laws if the Company is otherwise registering certain
         securities under the securities laws. In addition, if any of such
         parties desire to transfer their shares of Common Stock and such shares
         are not purchased by the other parties pursuant to the rights granted
         under the Stockholders' Agreement, such person can require the Company
         to file a "shelf" registration statement under the Federal securities
         laws registering such shares of Common Stock.

         Except as set forth above the Reporting Person has no present plans or
         proposals which would relate to or result in:

         (a)      the acquisition by any person of additional securities of the
                  Issuer, or the disposition of securities of the Issuer;

         (b)      an extraordinary corporate transaction, such as a merger,
                  reorganization or liquidation, involving the Issuer or any of
                  its subsidiaries;
<PAGE>   6
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 6 of 8
- -----------------------------                         --------------------------

         (c)      a sale or transfer of a material amount of assets of the
                  Issuer or any of its subsidiaries;

         (d)      any change in the present board of directors or management of
                  the Issuer, including any plans or proposals to change the
                  number or term of directors or to fill any existing vacancies
                  on the board;

         (e)      any material change in the present capitalization or dividend
                  policy of the Issuer;

         (f)      any other material change in the Issuer's business or
                  corporate structure;

         (g)      changes in the Issuer's charter, bylaws or instruments
                  corresponding thereto or other actions which may impede the
                  acquisition of control of the Issuer by any person;

         (h)      causing a class of securities of the Issuer to be delisted
                  from a national securities exchange or to cease to be
                  authorized to be quoted in an inter-dealer quotation system of
                  a registered national securities association;

         (i)      a class of equity securities of the Issuer becoming eligible
                  for termination of registration pursuant to Section 12(g) (4)
                  of the Act; or

         (j)      any action similar to any of those enumerated in (a) through
                  (i) above.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         Item 5.(a)        The Reporting Person beneficially owns
                           2,075,000 shares of Common Stock, or 15.7% of the
                           13,147,408 shares believed by the Reporting Person to
                           be outstanding as of June 9, 1999.

         Item 5.(b) Number of shares of which the Reporting Person has:

                           (i)      sole power to vote or direct vote:
                                        2,075,000 shares
                           (ii)     shared power to vote or direct vote:   None
                           (iii)    sole power to dispose or direct disposal of:
                                        2,075,000 shares
                           (iv)     shared power to dispose or direct disposal
                                    of:  None

         Item 5.(c)

                  None.

         Item 5.(d)

                  Not applicable.

         Item 5.(e)

                  Not applicable.
<PAGE>   7
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 7 of 8
- -----------------------------                         --------------------------

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         The Reporting Person has filed this Schedule 13D to report the
         consummation of the Transaction, in connection with which the Reporting
         Person has entered into the Assignment and acquired and exercised the
         Option and entered into the Stockholders' Agreement and acquired the
         Warrant, the forms of which documents are attached as Exhibits hereto,
         whereby the Reporting Person agreed to the matters referenced in Items
         3 and 4 above.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         1.       Form of Option Agreement dated March 24, 1999 and three
                  amendments thereto dated May 17, 1999, June 4, 1999 and June
                  9, 1999.

         2.       Form of Assignment and Assumption Agreement dated June 9,
                  1999.

         3.       Form of Stockholders' Agreement dated June 9, 1999.

         4.       Form of Warrant Agreement dated June 9, 1999



<PAGE>   8
- -----------------------------                         -------------------------
CUSIP No. 73931P 10 5                                 Page 8 of 8
- -----------------------------                         --------------------------


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: June 18, 1999.

                                                       /s/ David A. Straz, Jr.
                                                         ----------------------
                                                           David A. Straz, Jr.



         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of and any title of each person who signs the statement shall be typed
or printed beneath his signature.

         ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
         FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).



<PAGE>   9
                                OPTION AGREEMENT

         THIS OPTION AGREEMENT ("Agreement") is made this 24th day of March,
1999, by and between HAROLD R. ROSS, an individual resident of the State of
Florida ("Mr. Ross"), H.R.R. LIMITED PARTNERSHIP, a Nevada limited partnership
("HRR") and with Mr. Ross, collectively, "Ross"), and POWERCERV CORPORATION
("PowerCerv").

                                    RECITALS:

         WHEREAS, HRR is a limited partnership controlled by Mr. Ross and the
record owner of 2,000,000 shares ("Shares") of common stock, $.001 par value per
share ("Common Stock"), of PowerCerv and Mr. Ross is the beneficial owner of the
shares;

         WHEREAS, Ross has agreed to grant to PowerCerv an exclusive option to
purchase any or all of the Shares, and PowerCerv has agreed to purchase such
option, each pursuant to this definitive agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties herein contained, and for other good and valuable consideration,
the parties covenant and agree as follows:

                          ARTICLE 1 -- GRANT OF OPTION

         1.1      Grant of Option. In consideration of PowerCerv's payment to
HRR of Seventy Five Thousand Dollars ($75,000), such payment to be made in
current funds or by certified or bank check concurrent with the parties'
execution of this Agreement, Ross hereby grants to PowerCerv or any designee or
assignee of PowerCerv (the "Optionee"), and PowerCerv hereby accepts, an
exclusive, irrevocable option (the "Option") to purchase from HRR any or all of
the Shares, in accordance with the terms and conditions of this Agreement.
During the "Option Period" (as defined herein), Ross shall not directly or
indirectly sell, transfer or assign any shares of Common Stock of PowerCerv or
any interest therein to any party other than pursuant to this Agreement. In
addition, during the Option Period Ross shall not directly or indirectly engage
in any discussions or negotiations with any other party with respect to the
sale, transfer or assignment of any shares of Common Stock of PowerCerv, except
that on or about the date of this Agreement Ross can sell 100,000 additional
shares of Common Stock he owns in a private transaction. During the Option
Period, PowerCerv may place a stop order or other limitation on the Shares to
prevent any transfer thereof other than pursuant to this Agreement.

         1.2      Escrow Agreement. Concurrent with the parties' execution of
this Agreement, the parties, together with First Union National Bank (the
"Escrow Agent"), will enter into an escrow agreement, in the form attached
hereto as Exhibit A (the "Escrow Agreement"), pursuant to which, among other
things, Ross shall deposit all certificates representing the Shares, together
with appropriate stock powers endorsed in blank with medallion guarantied
signatures and other documentation necessary for the Escrow Agent to transfer
marketable title to the Shares to the

<PAGE>   10

Optionee pursuant to exercise of the Option, in accordance with the terms hereof
and such Escrow Agreement.

         1.3      Option Period. The Option may be exercised by the Optionee at
any time during the 120 days from and after the date of execution of the Option
Agreement (the "Option Period").

         1.4      Option Exercise Price.

                  (a) Option Exercise Price. Subject to the terms of Section
1.4(c) hereof, the purchase price for each Share transferred to the Optionee
upon the exercise of the Option shall be $2.40 (the "Option Exercise Price").
The Option Exercise Price shall be paid in cash, by wire transfer of federal
funds to a bank and for an account to be designated in the Escrow Agreement.

                  (b) Adjustment Upon Changes in Capitalization. In the event of
any change in the Common Stock during the Option Period by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations, conversions,
exchanges of shares or the like, the number and kind of the Shares and the
Option Exercise Price shall be appropriately adjusted.

         1.5      Exercise of Option.

                  (a) Delivery of Option Exercise Notice. The Optionee will be
entitled to exercise the Option in whole or in part in one or more exercises
from time to time at any time prior to the expiration of the Option Period by
one or more written notices (an "Option Exercise Notice") to Mr. Ross and the
Escrow Agent. Each such Option Exercise Notice shall specify the total number of
Shares to be purchased pursuant thereto. Notwithstanding the foregoing, the
minimum number of Shares under the Option that may be exercised per transaction
shall be 200,000. Upon timely delivery of any such Option Exercise Notice, the
Optionee shall be irrevocably bound to purchase, and Ross shall be irrevocably
bound to sell, convey and transfer to the Optionee, all right, title and
interest in and to the number of Shares specified in such Option Exercise
Notice, pursuant to the terms hereof.

                  (b) Closing of Option Exercise. Upon delivery of an Option
Exercise Notice, the Optionee shall simultaneously deposit with the Escrow Agent
the Option Exercise Price applicable to the Shares to be purchased pursuant to
such notice. The Escrow Agent shall then substantially simultaneously remit the
funds received from the Optionee to Ross and transfer the title of and release
the Shares purchased to the Optionee in accordance with the terms of the Escrow
Agreement.

                 ARTICLE II -- RIGHTS ASSOCIATED WITH THE SHARES

         Except to the extent Optionee exercises the Option with respect to any
or all of the Shares, Optionee shall have no right to vote, receive dividends or
have any other rights as a shareholder with respect to such Shares.

                                       2
<PAGE>   11

              ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF ROSS

         3.1      Representations and Warranties of Ross. Ross hereby represents
and warrants to Optionee that:

                  (a) Due Authorization. Ross has taken all necessary action to
enter into this Agreement and the Escrow Agreement, to consummate the
transactions contemplated hereby and thereby and otherwise carry out Ross's
obligations hereunder and thereunder.

                  (b) No Conflict. The execution and delivery of this Agreement
and the Escrow Agreement, and the consummation by Ross of the transactions
contemplated hereby and thereby, will not: (i) violate, conflict with or result
in the breach of any provision of, or result in a material modification or
otherwise entitle any party to terminate, or constitute (whether after the
filing of notice or lapse of time or both) a default (by way of substitution,
novation or otherwise) under any contract or other agreement to which Ross is a
party or by or to which any of Ross's assets or properties may be bound or
subject; (ii) result in the creation or imposition of any material lien, charge,
pledge, security interest or other encumbrance upon any property or assets of
Ross pursuant to any provision of any mortgage, lien, lease, agreement, license
or instrument; (iii) violate any law, regulation, statute; or (iv) violate any
injunction, order, arbitration award, judgment or decree applicable to, against
or binding upon Ross.

                  (c) Consents and Approvals. No approval, consent or
authorization by any governmental authority or agency of the United States or
the State of Florida is required that has not been obtained in connection with
the execution and delivery of this Agreement and the Escrow Agreement, or the
consummation of the transactions, by Ross.

                  (d) Enforceability. Assuming due execution and delivery of
this Agreement and the Escrow Agreement by PowerCerv, this Agreement, the Escrow
Agreement and each other agreement or instrument contemplated hereby or thereby
will be valid and binding obligations of Ross, enforceable against Ross in
accordance with their respective terms, except that such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization or other similar laws
affecting or relating to enforcement of creditors' rights generally, and (ii)
general equitable principles.

                  (e) Good Title to the Shares. Ross holds good title to the
Shares, free and clear of any and all claims, charges, pledges, liens, security
interests or other encumbrances of any kind or nature whatsoever ("Liens"). In
the event of the exercise of the Option, any Shares conveyed to the Optionee
pursuant to such exercise shall be free and clear of any and all Liens.

         3.2      Survival of Representations and Warranties. All
representations and warranties of Ross contained in this Agreement shall survive
the execution and delivery of this Agreement and any and all exercises of the
Option.

            ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF PowerCerv

                                       3
<PAGE>   12

         4.1      Representations and Warranties of PowerCerv. PowerCerv hereby
represents and warrants to Ross, on behalf of itself (and, where applicable, any
other Optionee), that:

                  (a) Due Authorization. PowerCerv has taken all necessary
action to enter into this Agreement and the Escrow Agreement, to consummate the
transactions contemplated hereby and thereby and otherwise carry out PowerCerv's
obligations hereunder and thereunder.

                  (b) No Conflict. The execution and delivery of this Agreement
and the Escrow Agreement, and the consummation by PowerCerv of the transactions
contemplated hereby and thereby, will not: (i) violate, conflict with or result
in the breach of any provision of, or result in a material modification or
otherwise entitle any party to terminate, or constitute (whether after the
filing of notice or lapse of time or both) a default (by way of substitution,
novation or otherwise) under any contract or other agreement to which PowerCerv
is a party or by or to which any of PowerCerv's assets or properties may be
bound or subject; (ii) result in the creation or imposition of any material
lien, charge, pledge, security interest or other encumbrance upon any property
or assets of PowerCerv pursuant to any provision of any mortgage, lien, lease,
agreement, license or instrument; (iii) violate any law, regulation, statute; or
(iv) violate any injunction, order, arbitration award, judgment or decree
applicable to, against or binding upon PowerCerv.

                  (c) Consents and Approvals. No approval, consent or
authorization by any governmental authority or agency of the United States or
the State of Florida is required that has not been obtained in connection with
the execution and delivery of this Agreement and the Escrow Agreement, or the
consummation of the transactions, by PowerCerv.

                  (d) Enforceability. Assuming due execution and delivery of
this Agreement and the Escrow Agreement by Ross, this Agreement, the Escrow
Agreement and each other agreement or instrument contemplated hereby or thereby
will be valid and binding obligations of Ross, enforceable against PowerCerv in
accordance with their respective terms, except that such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization or other similar laws
affecting or relating to enforcement of creditors' rights generally, and (ii)
general equitable principles.

                  (e) Securities Laws. PowerCerv is an "accredited investor" as
such term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and the regulations promulgated thereunder. PowerCerv is aware that
neither the Option nor the Shares is the subject of a registration statement
filed with, and declared effective by, the Securities and Exchange Commission
pursuant to Section 5 of the Securities Act, but instead is being offered and
sold in reliance upon the exemption from the registration requirements of the
Securities Act. The Shares will not be transferred or otherwise disposed of by
the Optionee except in a transaction registered or exempt from registration
under the Securities Act, and will initially bear a legend to that effect.

                  (f) Confidential Information. PowerCerv has provided Ross all
Confidential Information (as defined herein).

                                       4
<PAGE>   13

         4.2      Survival of Representations and Warranties. All
representations and warranties of PowerCerv contained in this Agreement shall
survive the execution and delivery of this Agreement and any and all exercises
of the Option.

ARTICLE V -- ACCESS TO INFORMATION; CONFIDENTIALITY OBLIGATIONS; INDEMNIFICATION

         5.1      Access to Information. Ross hereby acknowledges that
PowerCerv:

                  (a) has apprised Ross of (or provided Ross with access to)
information of a confidential nature (i.e., information which PowerCerv has not
reported in any filing or report filed with the Securities and Exchange
Commission or otherwise made publicly available) which might reasonably be
deemed material to a decision to purchase or sell the Shares ("Confidential
Information");

                  (b) provided Ross with the opportunity to ask questions of
PowerCerv and PowerCerv and receive answers to such questions; and

                  (c) disclosed to Ross a summary of any Confidential
Information relating to PowerCerv of which PowerCerv is aware as of the date of
execution of this Agreement.

         All such Confidential Information has been provided to Ross subject to
(i) the confidentiality obligations set forth in this Agreement, and (ii)
applicable federal and state securities laws.

         5.2      Confidentiality Obligations. Ross hereby represents, warrants,
covenants and agrees that:

                  (a) Ross will hold any and all Confidential Information in the
strictest confidence, and not disclose or provide access to such information to
any person or entity.

                  (b) Ross will not, directly or indirectly, engage in any
trading activity in or with respect to the Common Stock (or any interest
therein) while in possession of any such Confidential Information; provided,
however, that to the extent any shares of Common Stock (or other interests
therein) are held in a trust or similar vehicle over which Ross shares or has no
control, trading activity may be conducted by any such trust or other vehicle so
long as Ross has no involvement in any investment decision(s) with respect to
such stock while in possession of any Confidential Information.

                  (c) Ross will indemnify the Optionee, PowerCerv, its officers
and directors against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation or other action or proceeding, commenced or
threatened, arising out or based on any breach of the covenants in subsections
(a) or

                                       5
<PAGE>   14

(b) of this Section or any violation of applicable federal and state securities
laws in connection therewith. The parties agree that the indemnification
obligation hereunder shall apply only to the extent that a court of competent
jurisdiction (or the Securities and Exchange Commission, if applicable) finds
that Ross' breach or violations under this Section 5.2 were negligent, reckless
or intentional.

                  (d) Ross hereby agrees that his obligations under this Section
5.2 shall survive the non-exercise of the Option or any other event or
circumstance, and shall continue for so long as any Confidential Information
remains material, non-public information and/or compliance with federal or state
securities laws so requires.

         5.3      Restrictions on Trading of the Shares Upon Expiration of
Option Period.

                  (a) PowerCerv hereby covenants and agrees, immediately prior
to the expiration of the Option Period, to notify Mr. Ross in writing if to its
knowledge all of the Confidential Information disclosed pursuant to Section
5.1(b) hereof has been publicly disclosed or is no longer material, non-public
information.

                  (b) If in the reasonable opinion of PowerCerv any Confidential
Information provided to Ross has not been publicly disclosed or remains
material, non-public information 120 days after the date of this Agreement and
PowerCerv sends Ross written notice thereof, PowerCerv shall, after the
expiration of the Option Period pay to Ross $1,000 per each day that the Nasdaq
National Market is open for trading after such 120th day until the date
PowerCerv provides written notice to Ross that such Confidential Information has
been publicly disclosed and/or is no longer material, it being understood that
PowerCerv will undertake reasonable efforts during such period of time, subject
to PowerCerv's board of directors reasonable judgment that to exercise their
fiduciary and other obligations to PowerCerv information should not yet be
disclosed, to eliminate as soon as practicable any restrictions on the sale or
transfer of the Shares under applicable federal securities laws due to the
disclosure to Mr. Ross of the Confidential Information. On or about the 120th
day after the date of this Agreement, PowerCerv shall provide written notice to
Ross as to whether PowerCerv believes that any such Confidential Information has
not yet been publicly disclosed and/or is no longer material.

                  (c) Under no circumstances will PowerCerv, directly or
indirectly, not make (or cause not to be made) publicly available any
Confidential Information following the expiration of the Option Period for the
primary reason of preventing Ross from being able to engage in a sale or
transfer of any or all of the Shares for which the Option has not been exercised
or any other shares of Common Stock or any interest therein.

         5.4      Additional Indemnification

                  (a) PowerCerv will indemnify Ross against all expenses,
claims, losses, damages or liabilities (or actions in respect thereof),
including any of the foregoing incurred in settlement of any litigation or other
action or proceeding, commenced or threatened, arising from

                                       6
<PAGE>   15

this Agreement, other than any action taken in breach of this Agreement. The
parties agree that the indemnification obligation hereunder shall not apply to
the extent that a court of competent jurisdiction (or the Securities and
Exchange Commission, if applicable) finds that Ross' actions were negligent,
reckless or intentional or in violation of any applicable federal and state
securities law.

                  (b) If Ross becomes aware of any matter (a "Claim") which may
give rise to a claim for indemnification against PowerCerv under this ?5.4,
shall promptly (and in any event within five business days after becoming aware
of the Claim) notify PowerCerv thereof in writing.

                  (c) PowerCerv will have the right at any time to assume and
thereafter conduct the defense of the Claim with counsel of its choice;
provided, however, that PowerCerv will not consent to the entry of any judgment
or enter into any settlement with respect to the Claim without the prior written
consent of Ross (not to be withheld unreasonably) unless the judgment or
proposed settlement involves only the payment of money damages and does not
impose an injunction or other equitable relief upon Ross.

                  (d) Unless and until PowerCerv assumes the defense of the
Claim, Ross may defend against the Third Party Claim in any manner it reasonably
may deem appropriate.

                  (e) In no event will Ross consent to the entry of any judgment
or enter into any settlement with respect to the Claim without the prior written
consent of PowerCerv (not to be withheld unreasonably).

         5.6      Disclosure Upon Assignment of Option and Subsequent Exercise
Thereof. PowerCerv agrees that if it assigns or otherwise transfers this Option
or any interest therein, that it will disclose to such transferee(s) at the time
of such transfer(s) and on or about the time of the exercise thereof any
information known to it that is of a confidential nature (i.e., information
which PowerCerv has not reported in any filing or report filed with the
Securities and Exchange Commission or otherwise made publicly available) which
might reasonably be deemed material to a decision to purchase or sell the Option
or the Shares.

                           ARTICLE VI -- MISCELLANEOUS

         6.1      Further Assurances. Each party shall execute and deliver such
other documents and instruments and take such further action that may be
necessary in order to consummate the transactions contemplated hereby.

         6.2      Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered personally, by express service,
telefax, or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:

         If to Ross:

                                       7
<PAGE>   16

                  Harold R. Ross
                  c/o:     Richard B. Hadlow, Esq.
                           220 South Franklin Street
                           Tampa, FL  33022
                           Facsimile No.: (813) 223-9620

         with a copy to:

                  Richard B. Hadlow, Esq.
                  Bush Ross Gardner Warren & Rudy, P.A.
                  220 South Franklin Street
                  Tampa, FL  33022
                  Facsimile No.: (813) 223-9620

         If to PowerCerv:

                  PowerCerv Corporation
                  400 North Ashley Drive, Suite 2700
                  Tampa, Florida 33602
                  Facsimile No.: (813) 222-0886
                  Attention: General Counsel

         with a copy to:

                  Chester E. Bacheller, Esq.
                  Holland & Knight LLP
                  400 North Ashley Drive, Suite 2300
                  Tampa, Florida 33602
                  Facsimile No.: (813) 229-0134

or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).

         6.3      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
conflict of law principles thereof.

         6.4      Severability. If any term, provision, covenant or restriction
contained in this Agreement is held by a court or a federal or state regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated.

                                       8
<PAGE>   17

         6.5      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.

         6.6      Costs and Expenses. Each of the parties hereto shall bear and
pay all costs and expenses incurred by it or on its behalf in connection with
the transactions contemplated hereunder, including fees and expenses of its own
financial consultants, accountants and legal counsel.

         6.7      Entire Agreement. Except as otherwise provided herein or in
the Escrow Agreement, this Agreement contains the entire agreement between the
parties with respect to the transactions contemplated hereunder and supersedes
all prior arrangements or understandings with respect thereof, written or oral.

         6.8      Parties in Interest. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer upon any assignees, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein.


         6.9      Construction. The parties hereto have participated jointly in
the negotiation drafting of this Agreement with the assistance of outside legal
counsel. In the event an ambiguity or question of intent or interpretation
concerning this Agreement arises, this Agreement shall be construed as if
drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring and disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement. Any references to any federal, state,
local or foreign statutes or laws shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the contact requires otherwise. The
word "including" shall mean including without limitation.

         6.10     Amendments; Waivers. Upon mutual consent of the parties
hereto, this Agreement may be amended in writing at any time, for the purpose of
facilitating performance hereunder or to comply with any applicable regulation
of any governmental authority or any applicable order of any court or for any
other purpose. The parties hereto may, by mutual consent, extend the time for
performance of any of the obligations or acts of either party hereto. Each party
may, in writing, waive (a) compliance with any of the covenants of the other
party contained in this Agreement or the Escrow Agreement, and/or (b) the other
party's performance of any of its obligations set forth in this Agreement or the
Escrow Agreement.

         6.11     Captions. The captions in this Agreement are inserted for
convenience and reference purposes only, and shall not limit or otherwise affect
any of the terms or provisions hereof.

         6.12     Specific Performance. The parties agree that damages would be
an inadequate remedy for a breach of the provisions of this Agreement by either
party hereto and that this Agreement may be enforced by either party hereto
through injunctive or other equitable relief.

                                       9
<PAGE>   18

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed as of the date first above written.


HAROLD R. ROSS                      POWERCERV CORPORATION


/s/ Harold R. Ross                  By: /s/ Marc J. Fratello
- ----------------------------------     ------------------------------------

H.R.R. LIMITED PARTNERSHIP

By: H.R.R., Inc., sole general partner


         By: /s/ Harold R. Ross
            ----------------------------------
             Harold R. Ross, President


                                       10
<PAGE>   19
                          AMENDMENT TO OPTION AGREEMENT


         This amendment to option agreement is made and entered into effective
as of May ___, 1999 by and among HAROLD R. ROSS, an individual resident of the
State of Florida ("Mr. Ross"), H.R.R. LIMITED PARTNERSHIP, a Nevada limited
partnership ("HRR"), and POWERCERV CORPORATION ("PowerCerv").

                                    RECITALS

         Mr. Ross, HRR and PowerCerv entered into an option agreement dated
March 14, 1999 (the "Agreement") pursuant to which Mr. Ross and HRR granted
options to PowerCerv to acquire certain stock in PowerCerv. Such parties desire
to modify the Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Mr. Ross, H.R.R. and PowerCerv hereby
agree as follows:

         1. If the documents necessary under the Agreement to (i) assign the
right to purchase all of the Shares under the Agreement are executed and (ii) to
exercise the option to purchase all of the Shares, by 11:59 p.m., May 24, 1999,
the "Option Exercise Price" (as defined in the Agreement) shall be $2.25 per
share. The parties agree that such price shall also be applicable to the escrow
agreement entered into between the parties and First Union National Bank
pursuant to the Agreement. If such documents are not so executed by such time,
the Agreement shall remain unchanged from its form prior to the execution of
this instrument.

         2. The Agreement is only amended as set forth herein and is in all
other respects hereby ratified, confirmed and approved.

         IN WITNESS WHEREOF, the undersigned have executed this amendment.

HAROLD R. ROSS                                       POWERCERV CORPORATION

  /s/ Harold R. Ross                                By:  /s/ Marc J. Fratello
- --------------------------------------                  -----------------------

H.R.R. LIMITED PARTNERSHIP

By: H.R.R., Inc., sole general partner


         By:  /s/ Harold R. Ross
            ------------------------------------
             Harold R. Ross, President



<PAGE>   20

                      SECOND AMENDMENT TO OPTION AGREEMENT

         This second Amendment to Option Agreement is made and entered into
effective as of June 9, 1999 by and among HAROLD R. ROSS, an individual resident
of the State of Florida ("Mr. Ross"), H.R.R. LIMITED PARTNERSHIP, a Nevada
limited partnership ("HRR"), and POWERCERV CORPORATION ("PowerCerv").

                                    RECITALS

         Mr. Ross, HRR and PowerCerv entered into an option agreement dated
March 14, 1999 (the "Agreement") pursuant to which Mr. Ross and HRR granted
options to PowerCerv to acquire certain stock in PowerCerv. Such parties entered
into an amendment to the Agreement effective May 17, 1999. Such parties desire
to further modify the Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Mr. Ross, H.R.R. and PowerCerv hereby
agree as follows:

         1. If the documents necessary under the Agreement to (i) assign the
right to purchase all of the Shares under the Agreement are executed and (ii) to
exercise the option to purchase all of the Shares, by 11:59 p.m., June 8, 1999,
the "Option Exercise Price" (as defined in the Agreement) shall be $2.10 per
share. The parties agree that such price shall also be applicable to the escrow
agreement entered into between the parties and First Union National Bank
pursuant to the Agreement. If such documents are not so executed by such time,
the Agreement shall remain unchanged from its form prior to the execution of
this instrument.

         2. The Agreement is only amended as set forth herein and is in all
other respects hereby ratified, confirmed and approved.

         IN WITNESS WHEREOF, the undersigned have executed this amendment.

HAROLD R. ROSS                              POWERCERV CORPORATION


    /s/ Harold R. Ross                     By:   /s/ Marc J. Fratello
- ---------------------------------------        --------------------------------

H.R.R. LIMITED PARTNERSHIP

By:  H.R.R., Inc., sole general partner


         By: /s/ Harold R. Ross
            -----------------------------------
                  Harold R. Ross, President
<PAGE>   21


                       THIRD AMENDMENT TO OPTION AGREEMENT


         This Third Amendment to Option Agreement is made and entered into
effective as of June 9, 1999 by and among HAROLD R. ROSS, an individual resident
of the State of Florida ("Mr. Ross"), H.R.R. LIMITED PARTNERSHIP, a Nevada
limited partnership ("HRR"), and POWERCERV CORPORATION ("PowerCerv").

                                    RECITALS

         Mr. Ross, HRR and PowerCerv entered into an option agreement dated
March 14, 1999 (the "Agreement") pursuant to which Mr. Ross and HRR granted
options to PowerCerv to acquire certain stock in PowerCerv. Such parties entered
into an amendment to the Agreement effective May 17, 1999 and June 4, 1999. Such
parties desire to further modify the Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Mr. Ross, H.R.R. and PowerCerv hereby
agree as follows:

         1. If the documents necessary under the Agreement to (i) assign the
right to purchase all of the Shares under the Agreement are executed and (ii) to
exercise the option to purchase all of the Shares are executed by 11:59 p.m.,
June 9, 1999, the "Option Exercise Price" (as defined in the Agreement) shall be
$2.10 per share. The parties agree that such price shall also be applicable to
the escrow agreement entered into between the parties and First Union National
Bank pursuant to the Agreement. If such documents are not so executed by such
time, the Agreement shall remain unchanged from its form prior to the execution
of this instrument.

         2. The Agreement is only amended as set forth herein and is in all
other respects hereby ratified, confirmed and approved.

         IN WITNESS WHEREOF, the undersigned have executed this amendment.

HAROLD R. ROSS                              POWERCERV CORPORATION


    /s/ Harold R. Ross                     By:  /s/ Marc J. Fratello
- ---------------------------------------        --------------------------------

H.R.R. LIMITED PARTNERSHIP

By:  H.R.R., Inc., sole general partner


         By: /s/ Harold R. Ross
            -----------------------------------
                  Harold R. Ross, President
<PAGE>   22

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption Agreement is by and between PowerCerv
Corporation ("PowerCerv," the "Company" or "Assignor"), David A. Straz, Jr.
("Straz" or "Assignee").

         PowerCerv has heretofore obtained an option from Harold R. Ross and HRR
Limited Partnership dated March 24, 1999 to purchase 2,000,000 shares of the
outstanding common stock of PowerCerv (the "Ross Shares"), which was
subsequently amended by an amendment dated May 17, 1999 and a Second Amendment
dated June 4, 1999 (the "Ross Option"), copies of which are attached hereto as
Exhibit A. Pursuant to the Ross Option the parties thereto and First Union
National Bank as escrow agent (the "Escrow Agent") entered into an escrow
agreement dated March 24, 1999 (the "Escrow Agreement") under which the Ross
Shares were deposited with the Escrow Agent pending exercise of the Ross Option.
David A. Straz, Jr. now desires to purchase from PowerCerv an assignment of the
Ross Option and be designated as PowerCerv's designee thereunder based on the
terms and conditions set forth herein.

         NOW THEREFORE, PowerCerv and Straz, desiring to set forth the terms and
condition pursuant to which Straz will purchase and exercise the Ross Option, in
consideration of the mutual promises contained herein and for other good and
valuable consideration, agree as follows:

         1.     ASSIGNMENT AND ASSUMPTION. PowerCerv does hereby assign all of
its right, title and interest in the Ross Option to Straz and designates Straz,
or at Straz's election the Straz Family Limited Partnership ("SFLP"), as its
designee, and Straz does hereby assume all of PowerCerv's obligations
thereunder, except that Straz is not assuming, and PowerCerv shall remain solely
liable for (i) the indemnity obligation of PowerCerv under Section 5.4 of the
Ross Option (ii) the PowerCerv payment, disclosure and other obligations of
PowerCerv under Section 5.3 and 5.6 of the Ross Option , and (iii) its
obligations under the Escrow Agreement (the "Excluded Obligations").

         2.     CONSIDERATION. In consideration of the assignment of the Ross
Option to Straz, Straz, or at Straz's election SFLP, agrees to exercise the Ross
Option in full simultaneous with the execution of this Agreement and in
accordance with the provisions of Section 3 below and upon receipt of the Ross
Shares from the Escrow Agent pay to PowerCerv by check the amount of $75,000.00
(US).

         3.     PROCEDURES FOR EXERCISE OF ROSS OPTION. Upon the parties'
execution of this Agreement, Straz, or at Straz's election SFLP, will exercise
the Ross Option with respect to all of the Shares by (a) delivering to Ross and
the Escrow Agent an Option Exercise Notice (as defined in the Option Agreement),
in the form attached hereto as Exhibit B, and (b) concurrent with the delivery
of such Option Exercise Notice, remit to the Escrow Agent, by wire transfer of
federal funds, the Option Exercise Price (as defined in the Ross Option
Agreement) to the account designated in the Escrow Agreement. Subject to
completion by Straz of the actions set forth in (a) and (b) of this Section 3,
PowerCerv will take any and all actions required under the Ross Option Agreement
and the Escrow Agreement to cause the Escrow Agent to deliver the Ross Shares to
Straz, or at Straz's election SFLP.



                                       1
<PAGE>   23

         4.     REPRESENTATIONS AND WARRANTIES OF POWERCERV. PowerCerv
represents and warrants to Straz as follows:

                  (a) Organization. PowerCerv is a corporation duly organized
and validly existing and in good standing under the laws of the state of Florida
and is duly qualified to do business in every state where the nature of its
business or assets requires it to be so qualified.

                  (b) Authorization, Power and Authority. PowerCerv has full
legal and corporate power to own it assets and conduct its business as presently
conducted. The execution of this Agreement, the Ross Option, and the Escrow
Agreement by PowerCerv has been duly authorized by all requisite action of its
Board of Directors and no action of its stockholders (other than as expressly
contemplated by the terms of the Option Agreement and the Escrow Agreement) nor
any consent from, registration with, notice to or waiver from any other person
or governmental entity is required in order for PowerCerv to execute this
Agreement, the Ross Option and the Escrow Agreement and to consummate the
transactions contemplated hereby and thereby.

                  (c) Enforceability. This Agreement, the Ross Option and the
Escrow Agreement are legal, valid and binding agreements which are enforceable
against the parties thereto (other than Straz) in accordance with their
respective terms except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting creditors rights
generally and subject to general principles of equity (regardless of whether
such enforceability is sought in equity or at law).

                  (d) Non-Contravention. The execution and delivery of this
Agreement, the execution of each and every other agreement and instrument
contemplated hereby, the consummation of the transactions contemplated hereby
and thereby, and the performance hereof, by PowerCerv will not (1) violate,
conflict with or result in the breach of any provision or, or result in a
material modification of or otherwise entitle any party to terminate, or
constitute (whether after the filing of notice or lapse of time or both) a
default (by way of substitution, novation or otherwise) under, any contract,
agreement, indenture, note, bond, loan, instrument, lease, conditional sales
contract, mortgage, license, franchise, commitment or other binding arrangement
to which Powercerv is a party or by or to which any of his assets or properties
may be bound or subject, (2) result in the creation or imposition of any lien or
other encumbrance upon any of the property or assets of PowerCerv, or (3)
violate any law, regulation, statute, injunction, order, arbitration award,
judgment or decree applicable to, against, or binding upon PowerCerv.

                  (e) Consents. No consent, approval, order or authorization of,
or registration, declaration or filing with, any federal, state, local or
foreign governmental or regulatory authority is required to be made or obtained
by PowerCerv in connection with the execution and delivery of this Agreement by
PowerCerv or the consummation by PowerCerv or Straz, or at Straz's election
SFLP, of the transactions contemplated hereby, except for the filing of a
Schedule 13D with the SEC in connection with the acquisition of the Option and
the exercise thereof.

                  (f) SEC Filings. PowerCerv has timely filed with the
Securities and Exchange Commission all filings required to be filed by it under
the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "SEC
Filings") and under the laws and regulations of any state in which PowerCerv has
offered or sold its securities, and all such filings (including, without
limitation, any



                                       2
<PAGE>   24

financial statements or schedules included in the Disclosure Letter delivered by
the Company to Straz in connection with the transactions contemplated hereby)
(x) were prepared in compliance with the requirements of applicable law and the
rules and regulations thereunder, as the case may be, and (y) did not at the
time of filing (or if amended, supplemented or superseded by a filing prior to
the date hereof, on the date of that filing) contain any untrue statement of a
material fact or omit to state 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. All amendments to such
filing which are required to be filed under the rules and regulations of the
agencies with whom they were filed have been so filed on a timely basis and are
likewise true and correct and do not fail to make statements which are necessary
to make the statements contained therein not false or misleading in light of the
circumstances under which they were made.

                  (g) Capitalization. The authorized capital stock of PowerCerv
consists of 45,000,000 shares of Common Stock $.001 par value and 5,000,000
shares of Preferred Stock $.001 par value. There are 13,147,408 shares of the
common stock issued and outstanding as of the date hereof and 6,690,000 shares
of the Common are reserved for the exercise of options pursuant to PowerCerv's
existing stock option plans or other outstanding convertible securities
inclusive of the Straz Warrant as defined in Section 7 (b) hereof. A complete
and accurate list of all persons holding options or other rights to purchase
capital stock of the Company and the number of shares covered thereby is set
forth in Schedule 4 (g) of the Disclosure Letter. There are no shares of the
Preferred outstanding. All of PowerCerv's issued and outstanding common shares
have been duly authorized and validly issued, and are fully paid, non-assessable
and were not issued in violation of any preemptive or other similar legal or
contractual right. Except for options and convertible securities for which
common has been reserved as stated above, PowerCerv does not have any
outstanding options, warrants, subscriptions or other rights, agreements,
arrangements, or commitments of any character relating to the issued or unissued
capital stock of PowerCerv or obligating the Company to issue or sell any shares
of its capital stock or equity interests to any person which exceed 25,000
shares of Common. Except for the Stockholders' Agreement to be executed in
accordance with Section 8c hereof, there are no agreements or understandings to
which the Company or, to the Company's knowledge, any shareholders owning
beneficially or of record, individually or in the aggregate, five percent or
more of PowerCerv's capital stock are parties which purport to govern the voting
of any shares of the Company's voting stock or restrict the transfer of any of
the shares of the Company's capital stock.

                  (h) Absence of Liabilities. PowerCerv has no liability or
obligation, or series of liabilities or obligations, whether known or unknown,
absolute, contingent, direct, indirect or otherwise which in the aggregate would
cause the Company a Material Adverse Consequence to the Company, as defined
below. Without limiting the foregoing, the Company has no contract with any
person which will by its terms under current circumstances result in a loss or
series of losses to the Company that would have or is reasonably likely to have
a Material Adverse Consequence to the Company. For purposes of this agreement an
event or series of events shall be deemed to have a "Material Adverse
Consequence to the Company" if the effect of the event or series of events has
caused, or with the passage of time is reasonably likely to cause, the Company
and its subsidiaries taken as a whole to experience losses in the aggregate,
which are not reimbursable by insurance, which equal or exceed $3,000,000.00.

                  (i) Absence of Litigation. There is no claim, litigation,
arbitration, dispute resolution, proceeding or governmental proceeding or
investigation (a "Proceeding") pending or to



                                       3
<PAGE>   25

PowerCerv's knowledge threatened against PowerCerv which if adversely determined
would have a Material Adverse Consequence to the Company or inhibit its ability
to consummate the transactions contemplated hereby, and there are no existing
situations or circumstances of which PowerCerv has knowledge which are
reasonably likely to result in such Proceedings.

                  (j) Absence of Material Adverse Consequences. Since the date
of the December 31, 1998 audited financial statements, PowerCerv has not
experienced, nor does it have knowledge of any circumstances reasonably likely
to cause, a Material Adverse Consequence to the Company.

                  (k) Software and Intellectual Property. The Company owns the
software, trade and service marks, copy rights and other intellectual property
listed on Schedule 4 (k) of the Disclosure Letter (the "Company's Material Owned
Intellectual Property") free and clear of any lien, charge, claim or encumbrance
except as noted on Schedule 4 (k) to the Disclosure Letter. The Company has no
patents. The Company's Material Owned Intellectual Property is all of the
Intellectual Property which is necessary for the Company to conduct its business
as it is presently conducted. The Company has no knowledge that the Company's
Material Owned Intellectual Property which is licensed to others as part of the
Company's business does not perform as it has been represented to perform to the
licensees thereof. To the knowledge of the Company, the conduct of the business
of the Company as currently conducted and as planned to be conducted does not
conflict in any way with any patent, patent right, license, trademark, trademark
right, trade name, trade name right, service mark, copyright or other
proprietary right of any other person, and the Company has received no claim or
threat that any such conflict exists and there is no Proceeding pending or
threatened against the Company concerning any such conflict.

                  (l) Millennial Data. The Company has implemented and is
currently testing its year 2000 plan and both its licensed software and its
owned software, including, without limitation the Company's Material Owned
Intellectual Property which consists of software, will process accurately
(including calculating, comparing and sequencing) in all material respects date
data from and between the twentieth and twentieth-first centuries, including
leap year calculations ("Millennial Date Data") without materially affecting
functionality when used in accordance with the product documentation except to
the extent that the absence of such functionality does not cause a Material
Adverse Consequence to the Company.

                  (m) Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission from the Company
as a result of the transactions contemplated hereby or by reason of the exercise
of the Ross Option except as may be contemplated by Schedule 4 (m) to the
Disclosure Letter.

                  (n) D & O Insurance Coverage. The Company currently has in
force and has purchased for the year ending December 31, 1999, Directors and
Officers Liability insurance with Carolina Casualty Insurance Company in
accordance with the policy numbered 1236163, a copy of which has been provided
to Straz. All premiums related thereto, which are due, have been paid in full,
and there is no contingency relating to the effectiveness of the coverage during
the 1999 calendar year which has not been satisfied.

                  (o) Truthfulness of Information Provided. All facts which
could have a Material Adverse Consequence to the Company have been disclosed to
Straz, in or in connection with this



                                       4
<PAGE>   26

Agreement. The representations, warranties and statements made by the Company in
this Agreement and in the Schedules contained in the Disclosure Letter or any
certificate delivered pursuant hereto and all information provided by the
Company to Straz in connection with his decision to invest in the Ross Shares
and in connection with the negotiation and execution of this Agreement do not
contain any untrue statements of material fact, and when taken together, do not
omit to state any material fact necessary to make such representations,
warranties, statements and information, in light of the circumstances under
which they were made, not misleading, the effect of which results in a Material
Adverse Consequence to the Company.

         5.     REPRESENTATIONS AND WARRANTIES OF STRAZ AND SFLP.

                  (a) Power and Authority. Straz and SFLP represent and warrant
to PowerCerv that each has full power and authority to execute this Agreement
and to exercise the Ross Option, and upon execution this Agreement will be a
legal, valid and binding agreement of Straz and SFLP which is enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting creditors
rights generally and subject to general principles of equity.

                  (b) Non-Contravention. The execution and delivery of this
Agreement, the execution of each and every other agreement and instrument
contemplated hereby, the consummation of the transactions contemplated hereby
and thereby, and the performance hereof, by Straz and SFLP will not (1) violate,
conflict with or result in the breach of any provision or, or result in a
material modification of or otherwise entitle any party to terminate, or
constitute (whether after the filing of notice or lapse of time or both) a
default (by way of substitution, novation or otherwise) under, any contract,
agreement, indenture, note, bond, loan, instrument, lease, conditional sales
contract, mortgage, license, franchise, commitment or other binding arrangement
to which Straz or SFLP is a party or by or to which any of his assets or
properties may be bound or subject, (2) result in the creation or imposition of
any lien or other encumbrance upon any of the property or assets of Straz or
SFLP, or (3) violate any law, regulation, statute, injunction, order,
arbitration award, judgment or decree applicable to, against, or binding upon
Straz or SFLP.

                  (c) Consents. No consent, approval, order or authorization of,
or registration, declaration or filing with, any federal, state, local or
foreign governmental or regulatory authority is required to be made or obtained
by Straz in connection with the execution and delivery of this Agreement by
Straz or, to Straz's knowledge, the consummation by Straz, or at Straz's
election SFLP, of the transactions contemplated hereby, except for the filing of
a Schedule 13D with the SEC in connection with the acquisition of the Option and
the exercise thereof.

                  (d) Purchase for Investment. Straz is acquiring the Option
and, upon exercise thereof, the Shares, for his own account for investment and
not with a view to, or for sale in connection with, any distribution thereof ,
nor with any present intention of distributing or selling the same, and Straz
has no present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof.

                  (e) Investment Sophistication. By reason of Straz's business
or financial experience, Straz has the capacity to protect his own interests in
connection with the transactions contemplated



                                       5
<PAGE>   27

hereby. Straz is aware of PowerCerv's business affairs and financial condition
and has acquired sufficient information about PowerCerv to reach an informed and
knowledgeable decision to acquire the Option and the Shares; provided, however,
that nothing in this Section 4(f) shall be deemed to vitiate or limit the
representations and warranties of PowerCerv contained in this Agreement.

                  (f) Accredited Investor Status. Straz is an "accredited
investor" as defined in Rule 501 of Regulation D promulgated under the
Securities Act.

                  (g) Legending of Certificates. Straz hereby understands and
agrees that the certificates Shares shall bear a legend evidencing the
restrictions on transfer pursuant to the Stockholders' Agreement as well as the
following legend:

                  "The Shares represented by this Certificate have been acquired
         for investment and have not been registered under the Securities Act of
         1933, as amended (the "Securities Act"), or the securities laws of any
         state, and may not be offered, sold, assigned, pledged, hypothecated or
         otherwise disposed of unless and until registered under the Securities
         Act and any applicable state securities laws or unless such offer,
         sale, assignment, pledge, hypothecation, transfer or other disposition
         is exempt from registration or is otherwise in compliance with the
         Securities Act and such laws."


         6.     COVENANTS OF POWERCERV. From and after the execution of this
Agreement and for so long as Straz or SFLP shall own at least 500,000 shares
(adjusted for any stock splits, stock dividends, recapitalizations or other
similar events occurring after the date hereof) of PowerCerv Common Stock,
PowerCerv will take the following actions:

                  (a) 34 Act Reporting Obligations. PowerCerv will timely file
all reports required under the Securities Exchange Act of 1934 and the rules and
regulations thereunder.

                  (b) Financial Information. PowerCerv will provide to Straz and
SFLP (i) financial information reasonably requested by him within twenty-two
days of the end of each month which shall include but not be limited to an
income statement, balance sheet and sources and uses of funds statement in a
form acceptable to Straz and SFLP together with such comparative month to month
and year to date information as Straz may reasonably request; (ii) such one and
multi year budgets as the Company may prepare as a part of its business with
monthly and year to date comparisons of actual to budget for such periods; and
(iii) a monthly sales report indicating all sales completed during such period
and the status of any pending sales with such other detail as Straz may
reasonably request.

                  (c) Nomination and Election to Board. If requested by Straz,
subject to the qualification requirements for directors set forth in section 3
of Article II of PowerCerv's By-Laws as currently in effect, PowerCerv will
nominate Straz or his designated representative for election to the Company's
Board of Directors and use its best efforts to cause him or his designated
representative to be elected to the Board of Directors of the Company either at
the next annual meeting if such request is made prior to the time for filing of
the Company's proxy statement related thereto or at the next regularly scheduled
meeting if such request is received at any other time than



                                       6
<PAGE>   28

in connection with the nomination of a management slate of directors in
connection with the next annual meeting.

                  (d) Composition of Board. If requested by Straz, the Board of
Directors of PowerCerv will reorganize the Board so that it is composed of a
majority of directors who are persons who are not Founders, employees,
independent contractors or significant venders or customers of the Company or
persons who are affiliates of any such persons ("Independent Directors"). For
purposes of this paragraph, the Founders shall be deemed to be Roy Crippen, Marc
Fratello and Harold Ross. In order to achieve the foregoing, upon the request of
Straz, a committee consisting of the then current Independent Directors and
Straz will nominate new independent directors and the Board will take such
actions as necessary under the by-laws to increase the number of directors to a
number which will cause the Independent Directors including the new nominees to
be elected and to be a majority of the reconstituted board. Thereafter, no new
independent director shall be nominated by the Board or management (other than
Straz pursuant to this Agreement) without the approval of a majority of the then
sitting Independent Directors and no action shall be taken by the Company which
will cause the Independent Directors to constitute less than a majority of the
members of the Board of Directors of the Company.

                  (e) Restricted Actions. Without the consent of Straz, the
Company will not take any of the following actions:

                           (i)      Amend its Certificate of Incorporation, or
         by laws so as to change the voting rights of the common or increase the
         authorized common or preferred stock;

                           (ii)     Increase the number of shares of Common
         Stock reserved for issuance to cover options, warrants or other stock
         purchase rights or issue any options, warrants or stock purchase rights
         other than pursuant to the existing employee and director stock option
         plans within the current reservations thereunder or as contemplated by
         the Straz Warrant;

                           (iii)    Issue any Common Stock, Preferred Stock or
         convertible securities.

provided that after three years from the date hereof, the Company may issue
warrants, Preferred Stock or convertible securities without Straz's consent if a
majority of the then Independent Directors approves such transaction in
connection with a financing by the Company raising additional capital (an
"Independent Director Approved Financing").

                  (f) Further Restricted Actions. Without the consent of a
majority of the Independent Directors, the Company will not grant any
registration rights with respect to its common stock superior or on parity with
registration rights granted in Addendum A to the Stockholders' Agreement.

         7.     OTHER AGREEMENTS. As an additional inducement to Straz to enter
into this Agreement, PowerCerv and Straz further agree as follows:

                  (a) Brokers. Except as specified in Section 4 (m) of the
Disclosure Letter, each party will pay, if required, and will indemnify and hold
the other parties hereto harmless from and against any and all claims of or
liability, if any, which may be owed to any broker, finder or other facilitator



                                       7
<PAGE>   29

who was retained or engaged by such party and is owed a fee as a result of the
consummation of the transactions contemplated hereby.

                  (b) Warrants. Simultaneous with the execution of this
Agreement, the Company will issue to Straz, or Straz's designee , a warrant in
substantially the form of Exhibit C attached hereto for the purchase of 75,000
shares of the Company's common stock at an exercise price of $2.50 per share
(the "Straz Warrant").

                  (c) Registration Rights. Simultaneous with the execution of
this Agreement, Straz and the original signatories to the Shareholders'
Agreement referenced in Section 9(c) shall have the Registration Rights set
forth in Addendum A to such Stockholders' Agreement referenced in Section 9(f)
hereof.

                  (d) Indemnification for the Excluded Obligations and Other
Matters. PowerCerv agrees to indemnify and hold harmless Straz and SFLP for (i)
any claim, liability, cost, loss or damage (including reasonable attorneys fees)
related to or arising out of the Excluded Obligations provided that such
indemnity shall not cover any claim made by Ross against PowerCerv, Straz and/or
SFLP that results from a legal action brought by Straz against Ross and which
relates to a claim that Ross had information about the Company which was not
disclosed to Straz and/or SFLP; and (ii) any claim, liability, cost, loss or
damage (including reasonably attorneys' fees) related to or arising out of any
claim against Straz and/or SFLP resulting from his exercise or attempted
exercise of the Ross Option or his purchase of the Ross Shares as a result
thereof except to the extent that such claim arises as a result of Straz's
breach of this agreement or non performance of the terms hereof.

                  (e) Payment of Legal Fees. The Company will pay the fees and
costs of Straz's and SFLP's attorney in connection with the preparation of this
Agreement, the Stockholder Agreement and the conduct of due diligence activities
in connection with the transactions contemplated hereby, provided that the
maximum fees shall not exceed $20,000. Additionally, the Company will either
provide to Straz, or if Straz so designates, SFLP, a draft of a Form 13D
promptly after the exercise of the Ross Option and, to the extent Straz requires
other legal assistance in filing the same, reimburse Straz and SFLP for the cost
of such assistance.

                  (f) Further Actions and Assurances. Upon full execution of
this Agreement, PowerCerv will notify the Escrow Agent and Ross of the
designation and assignment contained herein and shall take any and all actions
required or advisable in order to cause Ross and the Escrow Agent to transfer
the Ross Shares to Straz or SFLP, if Straz so designates, subject only to
receipt by Ross and the Escrow Agent of the Exercise Notice and the Escrow Agent
of the wire transfer of the Exercise Price.

                  (g) Confidentiality. Straz and SFLP agrees that they will keep
confidential and will not disclose or divulge any confidential, proprietary or
secret information that Straz or SFLP may obtain, directly or indirectly, from
PowerCerv pursuant to financial statements, reports and other materials
submitted to Straz and SFLP pursuant to this Agreement, unless such information
is or becomes publicly available or such disclosure will not contravene
PowerCerv's policies and guidelines regarding "insider information."



                                       8
<PAGE>   30

         8.     SURVIVAL OF REPRESENTATION AND WARRANTIES, REMEDIES. The
representations and warranties of the parties contained herein shall survive the
execution of this agreement and the exercise of the Ross Option for a period of
18 months. In order to make a claim for breach of a representation or warranty
contained in this Agreement, the party asserting the claim must give written
notice to the party against whom the claim is made of the nature of the claim
prior to the expiration of such 18 month period. Straz's sole remedy for breach
of a representation and warranty by the Company under this agreement or for any
claim under applicable securities laws or for fraud shall be that upon such a
breach Straz shall have the right to put his shares to the Company and the
Company shall purchase such shares so put for a price of $1.50 per share (the
"Put Price"). This put right must be exercised by written notice from Straz to
the Company accompanied by certificates representing the shares so put duly
endorsed in blank or with duly executed stock powers attached which must be
given to the Company no later than 120 days after the final determination that a
breach exists either by decree of a court of competent jurisdiction from which
no appeal has been or can be timely taken or by written agreement of the parties
(a "Final Determination"). Until the shares so put are purchased and paid for by
the Company, Straz shall retain all rights in the shares so put including the
right to vote such shares and the right to withdraw such shares and void the
put. Upon receipt of a put from Straz after a Final Determination, the Company
shall pay Straz the Put Price in cash or by other immediately available funds
transfer within seven days. The put right contained herein is referred to as the
"Straz Put Right."

         9.     CONDITIONS TO STRAZ'S OBLIGATIONS. The obligations of Straz and
SFLP to exercise the Ross Option shall be conditioned upon the following:

                  (a) The representations and warranties of PowerCerv shall be
true and correct as of the date of the execution of this Agreement and as of the
date of the exercise of the Ross Option, and PowerCerv shall have performed all
actions required by the Agreement and the Option to be performed by it and shall
not be in breach of the Agreement or the Ross Option.

                  (b) PowerCerv shall not have experienced any event which
materially and adversely affects the business, prospects, assets or financial
condition of PowerCerv.

                  (c) Marc Fratello, Roy Crippen and the other parties thereto
shall have executed a Stockholder's Agreement in substantially the form of
Exhibit E attached hereto and such agreement shall be in full force and effect.

                  (d) There shall exist no impediment or legal restriction which
would cause Straz, or if Straz so designates, SFLP, not to be able to vote the
Ross Shares upon exercise of the Ross Option or would give any other shareholder
of PowerCerv any dissenter's rights as a result of the exercise of the Ross
Option.

         10.    MISCELLANEOUS:

                  (a)      Headings. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provisions hereof.

                  (b)      Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, singular and plural as the
identity of that Person referred to requires.



                                       9
<PAGE>   31

                  (c)      Entire Agreement. This Agreement and the Ross Option
and other documents and agreements executed by the parties hereto on this date
or referred to herein together constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter referred to herein and
therein, and there are no restrictions, promises, representations, warranties,
covenants, or undertakings with respect to the subject matter hereof, other than
those expressly set forth or referred to herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof.

         11.    NOTICES. All communications in connection with this Agreement
shall be in writing and shall be deemed properly given if hand delivered or sent
by telecopier (provided that such communication is confirmed by same-day deposit
in the United States mail first class postage prepaid) or overnight courier with
adequate evidence of delivery or sent by registered or certified mail return
receipt requested at:

<TABLE>
                  <S>                                <C>
                  If to Straz or SFLP, at:           David A. Straz, Jr.
                                                     4805 Swann Avenue
                                                     Tampa, FL 33609

                  With a copy to:                    Fowler, White, Gillen, Boggs,
                                                       Villareal and Banker, P.A.
                                                     501 East Kennedy Blvd.
                                                     Suite 1700
                                                     Tampa, FL 33602
                                                     Attn. David C. Shobe, Esq.

                  If to the Company, at:             PowerCerv Corporation
                                                     400 North Ashley Drive, Suite 2700
                                                     Tampa, FL  33602
                                                     Attn. Marc Fratello, CEO

                  With a copy to:                    Holland & Knight LLP
                                                     400 North Ashley Drive, Suite 2300
                                                     Tampa, FL  33602
                                                     Attn. Chester E. Bacheller, Esq.
</TABLE>

or such other addresses or Persons as the recipient shall have designated to the
sender by a written notice given in accordance with this Section. Any notice
called for hereunder shall be deemed delivered (a) on the date of delivery if
sent by personal delivery, (b) on the date of delivery if sent by facsimile, (c)
the next day after sending by overnight courier, and (d) five (5) days after
being deposited in the U.S. mail if sent by registered or certified mail.

         12.    GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida applicable to agreements
between Florida residents entered into and to be performed entirely within
Florida.



                                       10
<PAGE>   32

         13.    SEVERABILITY. The invalidity or unenforceability of any
provisions hereof in any jurisdiction shall not affect the validity, legality or
Enforceability of the remainder hereof in such jurisdiction or the validity,
legality or Enforceability hereof, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.

         14.    SUCCESSORS, ASSIGNS, TRANSFEREES. All representations,
warranties, covenants and agreements of the parties contained in this Agreement
or made in writing in connection herewith, shall, except as otherwise provided
herein, be binding upon and inure to the benefit of their respective successors
and permitted assigns. In no event may the rights under Sections 6 (c), (d) and
(e) be assigned by Straz without the advance written consent of the Company. Any
transfer, transaction or event that would result in SFLP no longer being an
Affiliate of Straz shall constitute an assignment requiring the advance written
consent of the Company.

         15.    AMENDMENTS; WAIVERS. Any provision hereof may be amended,
modified or supplemented only upon the consent in writing by the Company and
Straz.

         16.    COUNTERPARTS. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.

         17.    CONSTRUCTION AND REPRESENTATION. The parties understand and
acknowledge that they have each been represented by counsel in connection with
the preparation, execution and delivery of this Agreement. This Agreement shall
not be construed against any party for having drafted it.





                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       11
<PAGE>   33

         IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been
executed by the parties as of the 9th day of June, 1999.

                                          POWERCERV CORPORATION


                                          By: /s/ Marc J. Fratello
                                             -----------------------------------

                                          Title: CEO
                                                --------------------------------



                                          /s/ David A. Straz, Jr.
                                          --------------------------------------
                                          David A. Straz, Jr., individually



                                       12
<PAGE>   34
                             STOCKHOLDERS' AGREEMENT


               THIS STOCKHOLDERS AGREEMENT ("Agreement") is made and entered
into this 9th day of June, 1999, by and among DAVID A. STRAZ, JR. ("Straz"),
ROY E. CRIPPEN, III ("Crippen"), RCF COMPANY LTD. PARTNERSHIP ("RCF L.P."), the
Roy Edward Crippen III (1998) Annuity Trust under Agreement dated October 26,
1998 (the "Trust"), MARC J. FRATELLO ("Fratello"), and MJF LIMITED PARTNERSHIP
("MJF L.P.") (hereinafter Straz, Crippen and Fratello are referred to
individually as a "Principal Stockholder" and collectively as the "Principal
Stockholders") and MJF L.P., the Trust and RCF L.P. and other Persons that
become parties hereto after the date of this Agreement in accordance with the
terms and provisions contained herein (the "Additional Stockholders")
(hereinafter the Principal Stockholders and the Additional Stockholders are
referred to individually as a "Stockholder" and collectively as the
"Stockholders").

                               W I T N E S S E T H

               WHEREAS, the Principal Stockholders beneficially and/or of record
own the following issued and outstanding capital stock of POWERCERV CORPORATION,
a Florida corporation (the "Corporation") as follows:

<TABLE>
<CAPTION>
                                                                     Number
                         Name                                       of Shares
                         ----                                       ---------
          <S>                                                       <C>
          David A.  Straz, Jr.                                      2,000,000
          Roy  E. Crippen, III personally
            and through RCF Company
            Ltd Partnership
            and the Trust                                           1,588,500
          Marc J. Fratello personally
            and through MJF Limited
            Partnership (MJF L.P.)                                  2,677,600; and
</TABLE>

               WHEREAS, the Stockholders desire to enter into this Agreement and
believe it to be in their best interest to impose certain restrictions and
obligations relating to the voting and transfer of their shares in the
Corporation, whether now owned or hereafter acquired.

               NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I
                        RESTRICTION ON TRANSFER OF SHARES

         1.1      Restrictions on Transfer. Except as otherwise provided in
Sections 1.2 and 1.3 below, no Stockholder shall at any time during the
existence of this Agreement directly or indirectly sell, assign, transfer,
mortgage, encumber, pledge or otherwise deal with or dispose of ("Transfer") any
or all of the shares of capital stock of the Corporation now owned or hereafter
acquired by such Stockholder (the "Shares") without first obtaining the written
consent of each of the other


                                       1



<PAGE>   35


Stockholders, or, in the event of a proposed sale of Shares by a Stockholder
after June 7, 2000 and in the absence of written consent to such Transfer as
aforesaid, without first complying with the terms and conditions of Article II
below. As used herein, the term Shares shall include all shares of the capital
stock of the Corporation owned or controlled by a Shareholder and its Affiliates
during the term of this Agreement including without limitation, the shares
received by such Shareholders or Affiliates by reason of any stock dividend,
stock split, or recapitalization. The term "Affiliate" shall have the meaning
attributed to it in Rule 12b-2 as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and shall include any
Permitted Transferee other than the Corporation.

         1.2      Permitted Transfers. The restrictions on Transfer provided in
Section 1.1 above shall not apply to transfers to a "Permitted Transferee" of a
Principal Stockholder. As used herein, a Permitted Transferee shall be:

                  (a) any individual who is the spouse or a lineal descendant of
         a Principal Stockholder;

                  (b) a trust for the benefit of an individual described in
         1.2(a) above or a Principal Stockholder and in which the Principal
         Stockholder retains the power to vote and dispose of such Shares;

                  (c) a family partnership whose controlling general partner is
         a Principal Stockholder;

                  (d) a corporation or partnership organized for the purpose of
         siting the ownership of Shares outside of Florida but which is
         beneficially owned by a Principal Stockholder so transferring the
         Shares;

                  (e) the estate of a Stockholder;

                  (f) a Principal Stockholder to whom Shares are transferred
         back by someone or some entity that is a Permitted Transferee as to
         such Principal Stockholder under the foregoing provisions; or

                  (g) the Corporation;

provided, however, that such Permitted Transferee has agreed in writing as
provided in Article IV below to be bound and has become bound by the terms and
conditions of this Agreement to the same extent and in the same manner as the
Stockholder transferring Stock to him, her or it; and, provided further, that
the Transfer to any such Permitted Transferee is effected in compliance with the
registration requirements of all applicable securities laws (or exemptions
therefrom). As used herein, a Permitted Transfer is a transfer to a Permitted
Transferee.

         1.3      Exceptions. The restrictions on Transfer provided in Sections
1.1 of this Article shall not apply to Transfers made in connection with an
acquisition of all of the capital stock of the Corporation by means of a sale,
tender offer or stock-for-stock merger with an unrelated Person, a liquidation
after the sale of substantially all of the assets of the Corporation or a sale
pursuant to the



                                       2
<PAGE>   36


piggyback registration rights granted in Addendum A attached hereto (a
"Termination Event"). For purposes hereof the term "Person" means an individual,
partnership, corporation, business trust, limited liability company, joint stock
company, trust, unincorporated association, joint venture, or other entity of
whatever nature.


                                   ARTICLE II
                        RIGHT OF FIRST OFFER ON TRANSFER

         2.1      Communication of Offer to Sell, Procedures for Acceptance and
Reoffer. After June 7, 2000, if a Stockholder (the "Selling Stockholder")
desires to Transfer all or any portion of his Shares in the Corporation other
than in a Permitted Transfer, such Selling Stockholder shall first serve written
notice (hereinafter referred to as "Offer to Sell") to that effect upon the
other Stockholders (the "Nonselling Stockholders"), stating the number of Shares
desired to be Transferred, and offering to sell such Shares to the Nonselling
Stockholders in accordance with the terms of this Agreement. The Nonselling
Stockholders shall have the right to purchase such portion of the Stock offered
for sale as the number of shares owned by each bears to the total number of
shares owned by all of the Stockholders (not including the Stock of the Selling
Stockholder) by giving written notice of acceptance (specifying the number of
shares to be purchased) to the Selling Stockholder and the Nonselling
Stockholders within ten (10) days after receipt by the Nonselling Stockholders
of the said Offer to Sell. Upon the close of such ten-day period, the Selling
Stockholder shall notify each Non-Selling Stockholder who has accepted the offer
of any Non-Selling Stockholder who has declined the offer and the number of
Shares available for purchase as to which such Non-Selling Shareholder declined
(a "Re-Offer Notice"). Upon receipt of such Re-Offer Notice, the other
Nonselling Stockholders shall have the right to purchase on a pro rata basis all
or any part of the unaccepted Shares by giving written notice of acceptance
(specifying the number of Shares to be purchased) to the Selling Stockholder and
the other Nonselling Stockholders hereto within five (5) days following the
receipt of such Re-Offer Notice.

         2.2      Terms of Sale of Shares. In the event that any Shares are to
be purchased pursuant to the terms of this Article II, the following provisions
shall apply:

                  (a) The purchase price of each such Share shall be ninety
         (90%) percent multiplied by the weighted average of the high and low
         sales price of the Common stock as reflected on the Nasdaq National
         Market for the ten (10) trading days immediately preceding the date of
         the Offer to Sell.

                  (b) Within thirty (30 days after there has been an offer and
         acceptance under this Article II, the Transfer shall take place at
         10:00 a.m. local time at the offices of the Corporation or at such
         other location or date on which the participants in the transaction
         agree in writing, at which time the purchasers shall deliver the
         appropriate consideration in the form of cash and the Selling
         Stockholder shall deliver certificates or other acceptable transfer
         instructions representing the Shares to be sold, free and clear of any
         and all liens, claims and encumbrances whatsoever (except those imposed
         by this Agreement and securities laws generally), together with such
         other instruments and documents of transfer as the purchasers shall
         reasonably request.



                                       3
<PAGE>   37


         2.3      Consequences of Failure to Purchase. In the event that the
Nonselling Stockholders fail or refuse to purchase all of the Shares offered for
sale by the Selling Stockholder, the Selling Stockholder shall be free to
Transfer the Shares not purchased by the Nonselling Stockholders in any manner
and upon any terms and conditions, including a sale pursuant to the Registration
Rights included in Addendum A hereto; provided, however, that any such Transfer
shall take place within one (1) year following the last day that the Nonselling
Stockholders may give a notice of acceptance as provided hereinabove, provided
that such one-year period shall be extended by any period during which the
Selling Stockholder has requested registration pursuant to the registration
rights included in Addendum A to this Stockholders Agreement and such
registration has been delayed pursuant to the provisions of Section 3(b) of such
Addendum, and upon the expiration of such period, the provisions of this
Agreement shall continue as to all of the Stock not Transferred during such
period.

                                   ARTICLE III
                                VOTING OF SHARES

         3.1      Voting Requirements. For so long as any Stockholder and such
Stockholder's Affiliates or other Permitted Transferees owns or controls, in the
aggregate, at least 500,000 Shares of Company Common Stock (as adjusted for any
stock splits, stock dividends, recapitalizations or similar events occurring
after the date hereof), such Stockholder agrees to vote and to cause his or its
affiliates and Permitted Transferees to vote all of the Shares owned or
controlled by or under common control with such Stockholder, its Affiliates and
Permitted Transferees at any meeting called for such vote or on any action taken
without a meeting:

                  (a) For the election of the other Principal Stockholders as
         directors of PowerCerv other than for a Principal Stockholder that
         requests otherwise;

                  (b) Unless otherwise agreed by all of the Principal
         Stockholders, against any amendment to the Company's Certificate of
         Incorporation or Bylaws that is approved by the Company's Board of
         Directors in contravention of that certain Assignment and Assumption
         Agreement among Straz, the Company and SFLP dated the date hereof or
         which, if it had been approved by the Board, would have been in
         contravention of such agreement;

                  (c) Unless otherwise agreed by all of the Principal
         Stockholders, against any increase in the number of Company shares
         reserved for issuance under any stock option plan or for any other
         stock purchase right that is approved by the Company's Board of
         Directors in contravention of that certain Assignment and Assumption
         Agreement among Straz, the Company and SFLP on or about the date hereof
         or which, if it had been approved by the Board, would have been in
         contravention of such agreement; or

                  (d) Unless otherwise agreed by all of the Principal
         Stockholders, against any designation of new Preferred Shares or
         increase in the authorized common shares that is approved by the
         Company's Board of Directors in contravention of that certain
         Assignment and Assumption Agreement among Straz, the Company and SFLP
         on or about the date hereof or which, if it had been approved by the
         Board, would have been in contravention of such agreement.



                                       4
<PAGE>   38


         This provision shall be deemed a voting agreement between Stockholders
pursuant to the provisions of Section 607.0731 of the Florida Business
Corporation Act. The parties shall take such action as is necessary to
effectuate the foregoing provisions, including but not limited to the execution
of proxies or other documents. Except as set forth above, the parties shall be
free to vote their Company Shares in any fashion they desire.

                                   ARTICLE IV
                                     LEGENDS

         Each certificate evidencing any Stock that is issued to any Stockholder
shall bear a legend in substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDERS' AGREEMENT,
         DATED AS OF ______ __, 1999.

                                    ARTICLE V
                              AGREEMENT TO BE BOUND

         Prior to the termination of this Agreement, no Stock may be
Transferred, either directly or indirectly, to any Permitted Transferee unless
such Permitted Transferee, prior to such Transfer, agrees in writing, in form
and substance satisfactory to the Principal Stockholders to be bound by the
terms hereof to the same extent and in the same manner as the transferor of such
Stock, a copy of which writing shall be delivered to each of the Principal
Stockholders and shall include the address of such Permitted Transferee to which
notices hereunder shall be sent. Each such supplementary agreement shall become
effective upon its execution by the Principal Stockholders and the Permitted
Transferee, and it shall not require the signatures or the consent of any other
party hereto. Upon such execution such Permitted Transferee shall be bound by
all the restrictions placed on Stockholders hereby, shall be subject to any
additional restrictions set forth in such supplementary agreement and shall
enjoy only such rights as are specifically set forth in such supplementary
agreement.

                                   ARTICLE VI
                                     NOTICE

         All communications in connection with this Agreement shall be in
writing and shall be deemed properly given if hand delivered or sent by
telecopier (provided that such communication is confirmed by same-day deposit in
the United States mail first class postage prepaid) or overnight courier with
adequate evidence of delivery or sent by registered or certified mail return
receipt requested at:



                                       5
<PAGE>   39


         If to Straz or SFLP, at:            David A.  Straz, Jr.
                                             4805 Swann Avenue
                                             Tampa, FL 33609

         With a copy to:                     Fowler, White, Gillen, Boggs,
                                             Villareal and Banker, P.A.
                                             501 East Kennedy Blvd.
                                             Suite 1700
                                             Tampa, FL 33602
                                             Attn.  David C.  Shobe, Esq.

         If to Crippen , RCF LP or
         the Trust, at:                      908 Acreage Road
                                             Tampa, FL 33602

         If to Fratello or MJF LP, at        400 North Ashley, Suite 2700
                                             Tampa, FL 33602

or such other addresses or Persons as the recipient shall have designated to the
sender by a written notice given in accordance with this Section. Any notice
called for hereunder shall be deemed delivered (a) on the date of delivery if
sent by personal delivery, (b) on the date of delivery if sent by facsimile, (c)
the next day after sending by overnight courier, and (d) five (5) days after
being deposited in the U.S. mail if sent by registered or certified mail.

                                   ARTICLE VII
                            TERMINATION OF AGREEMENT

         7.1      Termination. This Agreement shall terminate upon the
occurrence of either of the following events:

                  (a) the written agreement of the Principal Stockholders to
         that effect;

                  (b) the bankruptcy, receivership or dissolution of the
         Corporation;

                  (c) the consummation of a Termination Event;

                  (d) Upon compliance with this Agreement according to its
         terms, the disposal of all the Stock of any Stockholder shall terminate
         this Agreement as to such Stockholder; or

                  (e) the election of Straz by written notice to the parties
         upon the occurrence of an Independent Director Approved Financing
         pursuant to the provisions of Section 6(e) of the Assignment and
         Assumption Agreement of even date herewith.

         7.2      Termination as to A Stockholder. This Agreement shall
terminate as to any Stockholder when the Shares owned or controlled, either
directly or indirectly, by such Stockholder



                                       6
<PAGE>   40


and such Stockholder's Affiliates and Permitted Transferees and any Principal
Stockholder from whom such Stockholder received Shares equals in the aggregate
less than 500,000 Shares of the Company's Common Stock adjusted for any stock
dividends, stock splits, recapitalizations or similar events occurring after the
date hereof.


                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1      Rules of Construction. Throughout this Agreement, and whenever
appropriate, the masculine gender shall be deemed to include the feminine and
neuter; and the singular, the plural; and vice versa.

         8.2      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

         8.3      Amendment. This Agreement may be amended, altered, or modified
only by the execution of a written agreement signed by all of the Stockholders.

         8.4      Prior Agreements. This Agreement amends and supplants any and
all prior agreements between any or all of the parties hereto relating to
restrictions on the sale or disposition of Shares owned by the Stockholders in
the Corporation.

         8.5      Binding Effect. This Agreement shall be binding upon the
parties, their heirs, personal representatives, successors and permitted
assigns.

         8.6      Further Assurances. The Stockholders, by the signing hereof,
hereby agree to execute and deliver such other documents and agreements,
including but not limited to assignments, bills of sale, stock powers, or
resolutions, as may be reasonably necessary, desirable or convenient in order to
effect the purposes hereof.

         8.7      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.

         8.8      Construction and Representation. The parties understand and
acknowledge that they have each been represented by (or have had the opportunity
to be represented by) counsel in connection with the preparation, execution and
delivery of this Agreement. This Agreement shall not be construed against any
party for having drafted it.


                                   ARTICLE IX
                               REGISTRATION RIGHTS

         By joining into this Agreement, the Company and the Principal
Stockholders agree that the Principal Stockholders and their Affiliates shall
have the registration rights set forth in Addendum A hereto.



                                       7
<PAGE>   41


         IN WITNESS WHEREOF, the parties have set their hands and seals the day
and year first above-written.

WITNESSES:

/s/                                         /s/  David A. Straz, Jr.
- ------------------------------------        ------------------------------------
/s/                                         David A. Straz, Jr.
- ------------------------------------

/s/                                         /s/  Roy E. Crippen, III
- ------------------------------------        ------------------------------------
/s/                                         Roy E. Crippen, III
- ------------------------------------


                                            RCF COMPANY LTD. PARTNERSHIP


/s/                                         By:  /s/  Roy E. Crippen
- ------------------------------------           ---------------------------------

/s/                                         Its:  /s/ Gen Partner
- ------------------------------------            --------------------------------


                                            Roy E. Crippen III (1998)
                                            Annuity Trust under Agreement
                                            dated October 26, 1998

/s/                                         By:  /s/  Roy E. Crippen, III
- ------------------------------------           ---------------------------------

/s/                                         Its Trustee
- ------------------------------------

/s/                                         /s/  Marc J. Fratello
- ------------------------------------        ------------------------------------
                                            Marc J. Fratello
/s/
- ------------------------------------


                                            MJF LIMITED PARTNERSHIP


/s/                                         By:  /s/  Marc J. Fratello
- ------------------------------------           ---------------------------------

/s/                                         Its:  /s/  Gen Partner
- ------------------------------------            --------------------------------




                                       8
<PAGE>   42



                        JOINDER BY POWERCERV CORPORATION


         Solely for the purposes of agreeing to provisions of Article IX hereof
and the registration rights provisions set forth in Addendum A hereto, PowerCerv
Corporation hereby joins into this Agreement.


                                            POWERCERV CORPORATION


                                            By:  Marc J. Fratello
                                               ---------------------------------
                                            Its:  CEO
                                                --------------------------------



                                       9
<PAGE>   43
                      ADDENDUM A TO STOCKHOLDERS AGREEMENT









                               REGISTRATION RIGHTS

                                   PROVISIONS




<PAGE>   44


                                   ADDENDUM A


                         REGISTRATION RIGHTS PROVISIONS


         SECTION 1. DEFINITIONS. As used in this Addendum A, the following terms
have the meanings specified below and include the plural as well as the
singular:

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person, including any Permitted
Transferee under the Stockholders' Agreement other than the Company. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing; provided, that, for purposes of Section
6, any "Person" or "group" (each as defined in Section 13(d)(3) or 14(d)(2) of
the Exchange Act) that is the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of more than 10% of the capital stock having ordinary voting
power in the election of directors of such Person (if a corporation) or more
than 10% of the partnership or other ownership interests of such Person (if
other than a corporation) shall be deemed to control such Person.

         "Board" means the board of directors of Company.

         A "Class" of Registrable Shares means any of the Senior Registrable
Shares and the Parity Registrable Shares. Registrable Shares that are part of
any Class (the "Transferred Class") that are transferred to or otherwise become
held by any holder of Registrable Shares of any other Class (the "Other Class")
shall cease to be Registrable Shares of the Transferred Class and thereafter be
Registrable Shares of the Other Class (unless and until they are subsequently
transferred to or otherwise become held by any holder of Registrable Shares of
another Class or cease to be Registrable Shares).

         "Common Stock" means Company's common stock, par value $.001 per share,
and all securities of any issuer issued, in exchange for, or as a dividend or
other distribution on, outstanding shares of the Common Stock.

         "Company" means PowerCerv Corporation, a Florida corporation.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "Founder Investors" means Marc Fratello and Roy E. Crippen, III.

         "Founder Registrable Shares" means all Common Stock held from time to
time by any Founders and their respective Affiliates.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any court, panel, judge, board, bureau,
commission, agency or other entity, body or other Person exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Holder" means any holder of Registrable Shares.

         "NASD" means the National Association of Securities Dealers, Inc.


<PAGE>   45


         "Original Parity Holders" means Straz and the Founder Investors.

         "Parity Holder" means Straz, the Founders, Affiliates of Straz,
Affiliates of each Founder and any other party designated from time to time by a
majority of the Independent Directors of the Company (as defined in the
Assignment and Assumption Agreement) as a "Parity Holder" who shall have
registration rights with respect to Parity Registrable Shares having priority on
a Piggy Back Registration generally on parity in all material respects pursuant
to paragraph 3(e) hereof.

         "Parity Registrable Shares" means all Common Stock held from time to
time by a Parity Holder or that is designated from time to time by Company as
"Parity Registrable Shares;" provided, however, (i) that the shares issuable to
Straz shall be deemed to be Parity Registrable Shares (and Registrable Shares)
only so long as such stock is the stock he purchased in connection with the
Assignment and Assumption Agreement of like date herewith, the Stockholders
Agreement or the warrant granted to Straz or his Affiliates in connection with
his entering into the Stockholders Agreement or shares issued to him or his
Affiliates in respect of such shares after the date hereof and such Parity
Registrable Shares are held by Straz or his Affiliates and (ii) the shares held
by the Founders and their Affiliates shall be deemed to be Parity Registrable
Shares (and Registrable Shares) only so long as such stock is the common stock
of the Company, the Founder's or their Affiliates owned as of the date of this
Agreement including stock issuable to them upon exercise of options held by them
as of the date of this Agreement and any shares issued to them or their
Affiliates in respect of such shares after the date of this Agreement and such
Parity Registrable Shares are held by the Founders and their Affiliates.

         "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

         "Registrable Shares" means the Senior Registrable Shares and the Parity
Registrable Shares. As to any particular Registrable Shares, such securities
shall cease to be Registrable Shares (and shall cease to be Parity Registrable
Shares and Senior Registrable Shares) when they have been distributed to the
public pursuant to an offering registered under the Securities Act, sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force) or repurchased by
Company. For purposes of this Addendum, a Person shall be deemed to be a Holder
of Registrable Shares, and the Registrable Shares shall be deemed to be in
existence, whenever such Person has the right to acquire directly or indirectly
such Registrable Shares upon conversion or exercise of other securities,
disregarding any restrictions or limitations upon such conversion or exercise,
whether or not such acquisition has actually been effected (it being understood
that Company shall not be required to include in any registration hereunder any
securities other than Common Stock ).

         "Registration" shall mean Shelf Registration (as defined in Section
2(a) hereof) and each Piggyback Registration (as defined in Section 3(a)
hereof).

         "Registration Expenses" means all expenses incident to Company's
performance of or compliance with this Addendum A, including, without
limitation, all SEC and stock exchange or NASD registration and filing fees and
expenses, fees and expenses of compliance with securities or blue sky laws
(including, without limitation, reasonable fees and disbursements of counsel for
the underwriters in connection with blue sky qualifications of the Registrable
Shares), printing expenses, messenger and delivery expenses, the



                                       2
<PAGE>   46


fees and expenses incurred in connection with the listing of the securities to
be registered on each securities exchange or national market system on which
similar securities issued by Company are then listed, fees and disbursements of
counsel for Company and all independent certified public accountants (including
the expenses of any annual audit, special audit, if necessary, and "cold
comfort" letters required by or incident to such performance and compliance),
the fees and disbursements of underwriters customarily paid by issuers or
sellers of securities, the fees and expenses of any special experts retained by
Company in connection with such registration, and fees and expenses of other
persons retained by Company; provided that Company shall not be responsible for
any underwriting discounts or commissions, fees and expenses of counsel to any
Original Selling Holder, or transfer taxes, if any, attributable to the sale of
any Original Selling Holder's Parity Registrable Shares.

         "Registration Statement" means each Shelf Registration Statement (as
defined in Section 2(a) hereof) and each Regular Registration Statement (as
defined in Section 3(a) hereof).

         "Rights" shall mean, with respect to any Person, any subscription,
option, warrant, right, convertible security or other agreement, instrument or
commitment of any character obligating (contingently or absolutely) such Person
to issue or sell any capital stock or other securities.

         "SEC" means the Securities and Exchange Commission or any successor
thereof.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Selling Holder" means a Holder of the Registrable Shares intended
consistent with the terms hereof to be covered by a registration statement.

         "Senior Registrable Shares" means (i) all Common Stock and all Common
Stock issuable with respect to any Rights designated by a majority of the
"Independent Directors" of the Company (as defined in that certain Assignment
and Assumption Agreement among Straz, the Company and others dated June 8, 1999)
from time to time by Company as "Senior Registrable Shares," (ii) all Common
Stock issued upon conversion of any Common Stock referred to in clause (i)
above, (iii) all Common Stock issued with respect to any securities referred to
in clause (i) or (ii) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation, reorganization or otherwise, and (iv) all other Common Stock held
from time to time by any holder of Common Stock described in clause (i), (ii) or
(iii) above.

         "Stockholders Agreement" means the stockholders agreement dated June 8,
1999 among Straz and the Founder Investors and joined into by Company.

         "Straz" means David A. Straz, Jr.

         SECTION 2.  REGISTRATION RIGHTS.

(a)      If any Original Parity Holder and his Affiliates owns Parity
Registrable Shares representing in excess of four percent (4%) of the
outstanding Common Stock of the Company and such Original Parity Holder provides
the notice required under the Stockholders Agreement of an intended disposition
of Common Stock and the other parties thereof do not timely exercise their
rights thereunder to acquire all



                                       3
<PAGE>   47


of such Common Stock and Company receives a written request from such Original
Parity Holder and/or his Affiliates prior to the termination of this Agreement
(other than with respect to Section 6 hereof pursuant to Section 7(b) hereof),
at the address and by the means required with respect to notices given pursuant
to the Stockholders Agreement, that such Original Parity Holder and/or his
Affiliates desires Company to file a registration statement with respect to the
Registrable Shares not so acquired pursuant to the Stockholders Agreement (a
"Shelf Registration Statement") with the SEC under the Securities Act, Company
shall use reasonable efforts to do so as promptly as practicable and thereafter
use reasonable efforts to try and cause such Shelf Registration Statement to
become effective (a "Shelf Registration"). Such registration statement may
include Founder Registrable Shares of other Original Parity Holders or their
respective Affiliates that have not already used their right to two Shelf
Registrations, however the inclusion of such securities shall constitute the use
by such Original Parity Holder (including instances where it is an Affiliate of
such Original Parity Holder that includes Founder Registrable Shares in such
registration) of a right to request a Shelf Registration. Each Original Parity
Holder shall have the right to request only two Shelf Registrations under this
Section 2.

         (b)      The provisions of this Section 2 will be subject to the
following conditions:

         1.       If, at any time after Company receives a notice from any
Original Parity Holder pursuant to Section 2(a) above, Company decides to make a
public offering of securities through one or more underwriters (a "Company
Public Offering"), and an underwriter selected by Company to manage such
proposed underwriting advise Company that it believes that such underwritten
offering could be adversely affected by the concurrent registered offering of
Registrable Shares pursuant hereto, then Company may defer the requested filing
or delay or suspend the effectiveness of such Shelf Registration Statement (as
applicable) for a period of no more than 180 days.

         2.       If at any time after Company receives a notice from any
Original Parity Holder pursuant to Section 2(a), Company is contemplating a
merger or consolidation of Company into or with, or a sale or transfer of all or
substantially all of the business and assets of Company to, any other Person,
then Company may defer the requested filing or delay or suspend the
effectiveness of such Shelf Registration Statement (as applicable) for up to 90
days or until promptly after the date the contemplated transaction becomes
effective or is abandoned, whichever is earlier, in which case Company (or any
successor to it by merger or consolidation, as the case may be) will use
reasonable efforts to cause such registration statement to become effective as
promptly as reasonably possible thereafter.

         3.       If at any time after Company received a notice from any
Original Parity Holder pursuant to Section 2(a) above, Company determines that
the requested Shelf Registration would require disclosure of information at a
time that could be detrimental to Company, the Company shall have the right to
defer the requested filing or delay or suspend the effectiveness of such Shelf
Registration Statement (as applicable) for the period for which such Shelf
Registration would be detrimental; provided, however, that Company may not defer
the filing or delay or suspend the effectiveness of the Shelf Registration
Statement for a period of more than 90 days.

         4.       To the extent the Company suspends the effectiveness of a
Shelf Registration Statement pursuant to Section 2(b)(1), (2) or (3) above, the
period that the Company must keep such Shelf Registration Statement effective
pursuant to Section 5(a)(2) above shall be increased by the amount of time of
such suspension of effectiveness.



                                       4
<PAGE>   48


         SECTION 3.  PIGGYBACK REGISTRATION RIGHTS.

         (a)      Right to Company Piggyback. If an Original Parity Holder and
his Affiliates owns in the aggregate Parity Registrable Shares then representing
in excess of four percent (4%) of the outstanding shares of Common Stock of
Company and Company proposes to file a registration statement under the
Securities Act with respect to its Common Stock (a "Regular Registration
Statement"), other than a registration statement on Form S-8, Form S-4 or any
successor forms or a Shelf Registration Statement, and pursuant to which Common
Stock is proposed to be sold (a "Proposed Registration"), and the registration
form to be used may be used for the registration of Registrable Shares (a
"Piggyback Registration"), then Company shall give written notice to each
Original Parity Holder no less than ten (10) days before the initial filing date
with the SEC. Such notice shall: (i) subject to the provisions of this Section
3, offer each Original Parity Holder and its Affiliates the opportunity to
include in such filing such number of such Original Parity Holder's Parity
Registrable Shares as such Original Parity Holder and its Affiliates may
request; and (ii) specify the kind and number of securities proposed to be
registered and the proposed distribution arrangements.

         (b)      Requests to Piggyback. If an Original Parity Holder or his
Affiliates holds Parity Registrable Shares and is entitled to receive written
notice pursuant to Section 3(a) above and desires to have any such Parity
Registrable Shares registered under this Section 3, he shall advise Company in
writing (a "Piggyback Registration Request") within three (3) business days
after the date he receives the notice pursuant to subsection 2(a) hereof (the
"Piggyback Notice"). Such notice shall set forth the amount of Parity
Registrable Shares that such Original Parity Holder and/or his Affiliates desire
to have registered. Such Original Parity Holder and/or his Affiliates shall be
permitted to withdraw all or any part of its Registrable Shares from a Piggyback
Registration at any time prior to the effective date of the related registration
statement upon giving five (5) days prior written notice of such withdrawal to
Company.

         (c)      Distribution Methods. Subject to subsection 3(d) below, if an
Original Parity Holder delivers a Piggyback Registration Request in accordance
with subsection 3(b) hereof, he may select any method or methods of distribution
of the such Original Parity Holder's and his Affiliates Parity Registrable
Shares that he has requested to be included in the Piggyback Registration.

         (d)      Change in Distribution Method. If the Proposed Registration is
for (or includes) an underwritten public offering of securities and a Selling
Holder has selected any other method of distribution for any of such Selling
Holder's Parity Registrable Shares that it has requested be included in the
Piggyback Registration and if the managing underwriter of such offering (the
"Managing Underwriter") advises Company in writing that, in its opinion, the
distribution of such Selling Holder's Parity Registrable Shares by such method
shall materially adversely affect the success of such offering of securities,
then such Selling Holder shall not be entitled to include in such Piggyback
Registration such number of such Registrable Shares that the Managing
Underwriter determines shall materially adversely affect the success of such
offering (the "Non-Participating Shares"), unless such Selling Holder elects, by
written notice to Company within five (5) days after receipt of such written
advice, to include, subject to subsection 3(e) hereof, in such underwritten
public offering either all the such Selling Holder's Parity Registrable Shares
requested to be registered by it or the Non-Participating Shares. If the
Proposed Registration is not (and does not include) an underwritten public
offering and such Proposed Registration includes securities to be sold for the
account of Company or the Holder of any Senior Registrable Shares, and if such
Selling Holder has selected any method of distribution of any of such Selling
Holder's Parity Registrable Shares that is



                                       5
<PAGE>   49


materially different from the method selected by Company or the Holder of any
Senior Registrable Shares for the distribution of such securities to be sold for
its account, and if the Board shall reasonably determine (and shall notify such
Selling Holder in writing of such determination) that the distribution of such
Parity Registrable Shares by such method shall materially adversely affect the
success of such sale of all such securities, then such Selling Holder may
select, by written notice to Company within five (5) days, any other method of
distribution that in the reasonable judgment of the Board shall not have such
effect.

         (e)      Priority on Piggyback Registrations. If an Original Parity
Holder delivers a Piggyback Registration Request in accordance with Section 3(b)
hereof and the Proposed Registration is for (or includes) an underwritten
offering, Company shall permit such Selling Holder to include all of its Parity
Registrable Shares in such offering on the same terms and conditions as any
similar securities included therein. If, in the case of a Proposed Registration
that is for (or that includes) an underwritten offering, the Managing
Underwriter advises such Selling Holder in writing that in its opinion, or, in
the case of a Proposed Registration that is not for (and does not include) an
underwritten offering of securities to be distributed for the account of Company
or the Holder of any Senior Registrable Shares, the Board shall reasonably
determine (and notify such Selling Holder in writing of such determination) that
the amount or kind of securities proposed to be included in such offering
(including, but not limited to, Registrable Shares to be included in accordance
with subsections 3(c) and 3(d) above) shall materially adversely affect the
success of the offering of all securities proposed to be distributed for the
account of Company or the Holder of any Senior Registrable Shares, then Company
shall include in such offering the amount of securities, if any, that, in the
opinion of the Managing Underwriter or the reasonable judgment of the Board (as
the case may be) can be sold as follows:

                  (1)      first, the securities Company propose(s) to sell for
its own account and any Senior Registrable Shares allocated amongst such parties
as Company determines;

                  (2)      second, the Parity Registrable Shares requested to be
included in such offering by the Parity Holders who have delivered Piggyback
Registration Requests; and

                  (3)      third, the securities held by Persons other than the
Holders of Senior Registrable Shares and Parity Holders requested to be included
in such offering.

To the extent that Company has been advised or has determined (as the case may
be) that the number of such Selling Holder's Parity Registrable Shares and other
securities requested to be included in such offering exceeds the number that can
be sold in such offering without having a materially adverse effect on the
success of such offering, Company shall include in such registration, prior to
the inclusion of any securities that are not Registrable Shares, the number of
Registrable Shares requested to be included that, in the opinion of the Managing
Underwriter or the reasonable judgement of the Board (as the case may be), can
be sold in such offering without having such a materially adverse effect (the
"Available Shares"), allocated first among Company and Holders of Senior
Registrable Shares (as Company may determine), second among the Holders of
Parity Registrable Shares who have delivered Piggy Back Registration Requests
pro rata amongst such Holders on the basis of the number of securities requested
to be included in such offering by such Holders. If after giving effect to
clause (1) and (2) above, there are additional Available Shares, then such
Available Shares shall be allocated pro rata among the Persons requesting
securities to be registered in such offering pursuant to clause (3) above on the
basis of the number of securities requested to be included in such offering by
such Persons (or as otherwise determined by Company).



                                       6
<PAGE>   50


         (f) Selection of Underwriters. If any Piggyback Registration is for an
underwritten offering, Company shall engage, on terms and conditions customary
for such purposes, an investment banking firm to serve as Managing Underwriter
for such offering.

         (g) Abandonment. Company shall have the right, upon prompt written
notice to a Selling Holder delivering a Piggyback Registration Request, to
abandon a Piggyback Registration.


         SECTION 4. EXPENSES. Company shall pay all Registration Expenses in
connection with each registration pursuant to Section 3 hereof, and Company and
the Original Parity Holder making a request pursuant to Section 2(a) hereof
shall each pay one-half of the Registration Expenses in connection with each
Registration pursuant to Section 2 hereof, in each instance whether or not such
registration becomes effective under the Securities Act; provided, however, that
each Original Parity Holder and their Affiliates shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale of
such Original Parity Holder's Parity Registrable Shares pursuant to any such
registration; provided, further, that each Original Parity Holder and their
Affiliates shall pay his or its pro rata share of the incremental registration
filing fees attributable to the inclusion of its Parity Registrable Shares in
any such registration pursuant to Section 3 hereof and shall pay all fees and
disbursements of its counsel incurred in connection with any registration
pursuant to Section 2 or 3 above.

         SECTION 5.  REGISTRATION PROCEDURES.

         (a)      With respect to any Registration, Company, subject to
subsections 2(b) and 3(e) above and Section 5(d) below, shall use reasonable
efforts to effect the registration of all of each Original Parity Holder's and
his Affiliates Parity Registrable Shares that each Original Parity Holder and
his Affiliates is permitted by the terms hereof to be included therein in
accordance, subject to subsections 3(d), with the intended method(s) of
distribution thereof reasonably promptly, and in connection with any such
request, Company shall do the following:

                  (1)      prepare and file with the SEC a registration
statement on any form for which Company then qualifies and that is available for
the registration of the Registrable Shares requested to be registered in
accordance with the intended method(s) of distribution thereof, include (subject
to subsections 3(d) and 3(e) above) in the registration on such form all
Registrable Shares requested to be included, and use reasonable efforts to cause
such registration statement to become effective;

                  (2)      prepare and file with the SEC such amendments and
post-effective amendments and supplements to the registration statement or any
prospectus as may be necessary to keep the registration statement effective for
a period that shall terminate with respect to a Piggyback Registration on the
earlier of forty-five (45) days after the Regular Registration Statement is
officially declared effective by the SEC or when all Selling Holder's Parity
Registrable Shares covered by such registration statement have been disposed of,
and with respect to a Shelf Registration or the earlier of one year after the
Shelf Registration Statement is officially declared effective by the SEC or when
all Selling Holder's Parity Registrable Shares covered by such registration
statement have been disposed of, and comply with all applicable rules and
regulations of the SEC and with the provisions of the Securities Act applicable
to Company with respect to the disposition of all Selling Holder's Parity
Registrable Shares covered by such registration statement during such period in
accordance with the intended methods of disposition by such



                                       7
<PAGE>   51


Selling Holder set forth in such registration statement (as it may be amended)
or any supplement to any such prospectus;

                  (3)      notify each Selling Holder, at any time when a
prospectus relating to such Selling Holder's Parity Registrable Shares covered
by the registration statement is required to be delivered under the Securities
Act, of the occurrence of any event as a result of which the preliminary
prospectus or prospectus included in such registration statement or any
prospectus supplement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein in light of
the circumstances under which they were made, not misleading, and Company shall,
as promptly as reasonably practicable thereafter, prepare and file with the SEC
and furnish to each Selling Holder a supplement or amendment to such preliminary
prospectus, prospectus or prospectus supplement so that, as thereafter delivered
to the prospective purchasers of such Selling Holder's Parity Registrable Shares
being distributed by such Selling Holder, such preliminary prospectus,
prospectus or prospectus supplement shall not contain any 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, in light of the circumstances under
which they were made, not misleading;

                  (4)      if requested by a Selling Holder, Company shall
cooperate and shall promptly incorporate in a prospectus supplement or
post-effective amendment to the registration statement at such cost and expense
such information concerning such Selling Holder and his or its intended method
of distribution as it reasonably requests to be included therein (and which is
not inappropriate, in the reasonable judgment of Company, after consultation
with its outside legal counsel), including, without limitation, with respect to
any change in the intended method of distribution, the amount or kind of Parity
Registrable Shares being offered by such Selling Holder, the offering price for
such Parity Registrable Shares or any other terms of the offering or
distribution of the Registrable Shares and make all required filings of such
prospectus supplement or post-effective amendment as soon as possible after
being notified of the matters to be incorporated in such prospectus supplement
or post-effective amendment;

                  (5)      on or prior to the date on which the registration
statement is declared effective, use reasonable efforts to register or qualify,
and cooperate with each Selling Holder and its counsel, in connection with the
registration or qualification of such Selling Holder's Parity Registrable Shares
covered by the registration statement for offer and sale under the securities or
"blue sky" laws of each state and other U.S. jurisdiction as each Selling Holder
reasonably (in light of the intended plan of distribution) requests in writing,
use reasonable efforts to keep each such registration or qualification
effective, including through new filings, amendments or renewals, during the
period the registration statement is required to be kept effective and do other
acts or things reasonably necessary or advisable to permit the disposition in
all such jurisdictions of the such Selling Holder's Parity Registrable Shares;
however, Company shall not be required to (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to so qualify, (ii)
take any action that would subject it to general service of process in any
jurisdiction where it would not otherwise be subject to such general service of
process or (iii) subject itself to general taxation in any jurisdiction where it
would not otherwise be subject;

                  (6)      cooperate with each Selling Holder, its legal counsel
and any other interested party (including any interested broker-dealer) in
making any filings or submissions required to be made, and the furnishing of
appropriate information in connection therewith, with the NASD;



                                       8
<PAGE>   52


                  (7)      use reasonable efforts to cause all such Selling
Holder's Parity Registrable Shares included in such registration statement to be
listed, by the date of the first sale of Registrable Shares pursuant to such
registration statement, on each securities exchange or interdealer quotation
system on which similar securities issued by Company then are listed or proposed
to be listed, if any;

                  (8)      take other steps reasonably necessary to effect the
registration and qualification of such Selling Holder's Parity Registrable
Shares included in such Registration and to facilitate the disposition thereof
in accordance with the respective plans of distribution of such Selling Holder
permitted hereunder.

         (b)      Each Selling Holder, upon receipt of any notice from Company
of the occurrence of any event of the kind described in clause 3 of subsection
5(a) above, shall forthwith discontinue disposition of such Selling Holder's
Parity Registrable Shares pursuant to the registration statement covering such
Selling Holder's Parity Registrable Shares until such Selling Holder's receipt
of the copies of the supplemented or amended preliminary prospectus or
prospectus contemplated by such subsection and, if so directed by Company, such
Selling Holder shall deliver to Company (at the expense of Company) all copies,
other than permanent file copies then in such Selling Holder's possession, of
the most recent preliminary prospectus or prospectus covering such Selling
Holder's Parity Registrable Shares at the time of receipt of such notice. Such
Selling Holder, upon receipt of any notice from Company of the issuance of any
stop order or blue sky order shall forthwith, in the case of any stop order,
discontinue disposition of such Selling Holder's Parity Registrable Shares
pursuant to the registration statement covering such Selling Holder's Parity
Registrable Shares or, in the case of any blue sky order, discontinue
disposition of such Selling Holder's Parity Registrable Shares in the applicable
jurisdiction, until advised in writing of the lifting or withdrawal of such
order. In the event Company shall give any notice pursuant to this subsection
5(b), Company shall extend the period during which such registration statement
shall be maintained effective (including the period referred to in subsection
5(a)(2) above) by the number of days during the period from and including the
date of the giving of such notice to and including (i) in the case of a notice
pursuant to the first sentence of this subsection, the date when such Selling
Holder shall have received the copies of the supplemented or amended preliminary
prospectus or prospectus contemplated by clause (4) of subsection 5(a) above or
(ii) in the case of a notice pursuant to the second sentence of this subsection,
the lifting or withdrawal of such stop order or blue sky order, as the case may
be.

         (c)      Not less than eight (8) days before the expected filing date
of each registration statement pursuant to this Addendum A, Company shall notify
each Selling Holder of the information reasonably required from such Selling
Holder (the "Requested Information") if such Selling Holder has timely delivered
a Piggyback Registration Request to Company. If Company has not received, on or
prior to the fifth (5th) day before the expected filing date, the Requested
Information from such Selling Holder, Company may file the registration
statement without including such Selling Holder's Parity Registrable Shares. The
failure to include in any registration statement such Selling Holder's Parity
Registrable Shares (with regard to that registration statement) shall not in and
of itself result in any liability on the part of Company to such Selling Holder.
In addition, each Selling Holder shall take all such other acts, deliver such
other information and execute and deliver such documents and instruments in
connection with the matters referenced herein (including, but not limited to, a
custody agreement, power of attorney, lock-up letter and underwriting
agreement), as the Company may reasonably request.



                                       9
<PAGE>   53


         SECTION 6.  INDEMNIFICATION.

         (a)      Indemnification by Company. Company shall indemnify and hold
harmless each Original Parity Holder, each Affiliate of an Original Parity
Holder and their respective directors, officers, stockholders and partners and
each other Person, if any, who controls an Original Parity Holder within the
meaning of the Securities Act, against any and all losses, claims, damages or
liabilities, joint or several, and expenses (including the costs of
investigation and the fees and disbursements of counsel) to which any of them
may become subject under the Securities Act, the Exchange Act or other federal
or state law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof) or
expenses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement as
originally filed or in any amendment thereof, or in any preliminary, final or
summary prospectus, or in any amendment thereof or supplement thereto, or (ii)
any omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (iii) any
violation by Company of any federal or state law, rule or regulation or common
law applicable to Company and relating to action required of or inaction by
Company in connection with any such registration, and Company shall reimburse
any such indemnified party for any legal or any other expenses reasonably
incurred by it in connection with investigating or, subject to subsection 6(c)
below, defending any such loss, claim, damage, liability, action or proceeding;
however, Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or expense (x) arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in the registration statement or in any amendment thereof or in
any preliminary, final or summary prospectus or in any amendment thereof or
supplement thereto in reliance upon and in conformity with written information
furnished to Company by or on behalf of an Original Parity Holder specifically
for use in the registration statement or prospectus (or an amendment thereof or
supplement thereto) or (y) results from the fact that such Original Parity
Holder sold Parity Registrable Shares to a Person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of the final
prospectus or of the final prospectus as then amended or supplemented, whichever
is most recent, if Company had previously furnished copies hereof to such
Original Parity Holder and such final prospectus, as then amended or
supplemented, corrected such misstatement or omission; provided, however, the
total amount for which a Selling Holder shall be liable under this Section 6(b)
shall not in any event exceed the aggregate net proceeds received by such
Selling Holder from the sale of Parity Registrable Shares sold by such Selling
Holder in such registration.

         (b)      Indemnification by Holders. Each Original Parity Holder shall
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subsection 6(a), including, without limitation, clause (y) of the
proviso set forth therein) Company and each other Original Parity Holder and
each of the Company's and other Original Parity Holders, directors, officers and
controlling persons and each underwriter, dealer manager or similar securities
industry professional participating in the distribution of such indemnifying
Original Parity Holder's Parity Registrable Shares and such securities industry
professional's respective directors, officers, partners and controlling persons,
with respect to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement, if such statement
or alleged statement or omission or alleged omission (i) was made in reliance
upon and in conformity with written information furnished to Company by or on
behalf of such Original Parity Holder specifically for use in such registration
statement or prospectus (or amendment thereof or supplement thereto) or (ii)
(solely in the case of an offering in which no underwriter, selling broker,
dealer manager or



                                       10
<PAGE>   54


similar industry professional participates) results from the fact that such
Original Parity Holder sold Parity Registrable Shares to a Person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the final prospectus or of the final prospectus as then amended or
supplemented, whichever is most recent, if Company had previously furnished
copies thereof to such Holder and such final prospectus, as then amended or
supplemented, corrected such misstatements or omission.

         (c)      Notice of Claims, etc. Promptly after receipt by an
indemnified party under subsection 6(a) or (b) of notice of any claim or the
commencement of any action or proceeding subject to indemnification thereunder,
the indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under either of such subsections, promptly notify the
indemnifying party in writing of the claim or the commencement of the action or
proceeding; provided that the failure to so notify the indemnifying party shall
not relieve the indemnifying party from any liability which it may have to an
indemnified party under subsection 6(a) or (b) or otherwise, except to the
extent the indemnifying party shall have been materially prejudiced by such
failure to give notice. If any such claim, action or proceeding shall be brought
against an indemnified party, and it shall timely notify the indemnifying party,
the indemnifying party shall be entitled to participate in, 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, action or proceeding,
the indemnifying party shall not be liable to the indemnified party under,
subsection 6(a) or (b) for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; however, such indemnified party shall have
the right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel shall be the
expense of such indemnified party unless (1) the indemnifying party has agreed
to pay such fees and expenses, (2) the indemnifying party shall have failed to
assume the defense of such claim, action or proceeding or has failed to employ
counsel reasonably satisfactory to such indemnified party in any such claim,
action or proceeding or (3) the named parties to any such action or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to such
indemnified party which are inconsistent or in conflict with those available to
the indemnifying party (in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of such
indemnified party), it being understood, however, that the indemnifying party
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for such indemnified party and any other indemnified parties similarly
situated, which firm shall be designated in writing by such indemnified parties.
The indemnifying party shall not be liable for any settlement of any such action
or proceeding 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 or proceeding, the
indemnifying party agrees to indemnify and hold harmless such indemnified
parties from and against any loss or liability by reason of such settlement or
judgment.

         (d)      Contribution. If the indemnification provided for in
subsection 6(a) or (b) is unavailable or insufficient to hold harmless an
indemnified party, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages or, liabilities



                                       11
<PAGE>   55


(or actions or proceedings in respect thereof) or expenses referred to in
subsection 6(a) or (b), (i) in such proportion as is appropriate to reflect the
separate relative benefits received by Company and each Original Parity Holder
from the sale of an Original Parity Holder's Parity Registrable Shares, 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 Company
and each Original Parity Holder in connection with statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) or expenses, as well as any other relevant
equitable considerations. The relative benefits received by Company and each
Original Parity Holder shall be deemed to be in the same proportion as the total
net proceeds from the issuance and sale of such Registrable Shares (before
deducting expenses) received by Company bear to the total compensation or profit
(before deducting expenses) received or realized by the Original Parity Holders
from the resale of such Registrable Shares. 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 information supplied by Company or an Original Parity
Holder and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. Company and
each Original Parity Holder agree that it would not be just and equitable if
contributions pursuant to this subsection 6(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the first sentence of this
subsection 6(d). The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) or expenses referred to in the first sentence of this subsection 6(d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any claim,
action or proceeding (which shall be limited as provided in subsection 6(c)
above if the indemnifying party has assumed the defense of any such action in
accordance with the provisions thereof) which is the subject of this subsection
6(d). 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. Promptly after
receipt by an indemnified party of notice of the commencement of any action or
proceeding against such party in respect of which a claim for contribution may
be made against' an indemnifying party under this subsection 6(d), such
indemnified party shall notify the indemnifying party in writing of the
commencement thereof if the notice specified in subsection 6(c) above has not
been given with respect to such action or proceeding; but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may have to any indemnified party under this subsection 6(d) or otherwise,
except to the extent the indemnifying party shall have been materially
prejudiced by such failure to give notice.

         SECTION 7.  MISCELLANEOUS.

         (a)      Amendments and Waivers.

                  (1)      Company's Consent. No waiver, amendment, modification
or supplement of any provision of this Addendum A, including this subsection
7(a), that adversely affects Company shall be effective against Company unless
it is approved in writing by Company.

                  (2)      Original Parity Holder's Consent. No waiver,
amendment, modification or supplement of any provision of this Addendum A,
including this subsection 7(a), that adversely affects an Original Parity Holder
shall be effective against such Original Parity Holder unless it is approved in
writing by such Original Parity Holder.



                                       12
<PAGE>   56


         (b)      Termination. The provisions of this Addendum A shall terminate
with respect to Parity Registrable Shares owned by an Original Parity Holder,
other than the provisions of Section 6 hereof, which shall survive any such
termination, at the earlier of (i) such Original Parity Holder ceasing to own
such Parity Registrable Share, or (ii) such Original Parity Holder and its
Affiliates owning Parity Registration shares then representing in the aggregate
less than four percent (4%) of the outstanding shares of Common Stock of the
Company.

                                [END OF ADDENDUM]



                                       13
<PAGE>   57

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES OR INVESTMENT LAWS OF ANY JURISDICTION. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE SECURITIES OR
INVESTMENT LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND WITH THE
CONSENT OF THE ISSUER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY
APPLICABLE SECURITIES AND INVESTMENT LAWS.

Effective Date of Common Stock Purchase Warrant Date of Issuance:  June 9, 1999

Warrant No. 2

                              POWERCERV CORPORATION

                               Warrant Certificate

         PowerCerv Corporation (the "Corporation"), a Florida corporation, for
value received, hereby certifies that David A Straz, Jr., as Custodian for
Keebler Jerome Straz under the Florida Uniform Gifts to Minors Act, or his
permitted, registered assigns (the "Holder"), is entitled, subject to the terms
set forth below, to purchase from the Corporation, from and after June 9, 1999
(the "Issue Date") until June 9, 2000 (the "Expiration Date"), 75,000 shares
(the "Warrant Shares") of Common Stock of the Corporation, par value $.001 per
share (the "Common Stock") at a price of $2.50 per share (the "Exercise Price").
The number of Warrant Shares and the Exercise Price are subject to adjustment
from time to time as hereinafter provided.

         1.       EXERCISE.

                  (a)      Time and Manner of Exercise. This Warrant may be
exercised by the Holder, in whole but not in part, by surrendering this Warrant,
at any time until 5:00 p.m. Tampa, Florida time on the Expiration Date (the
"Exercise Period"), with the purchase form appended hereto as Exhibit A duly
executed by the Holder or by the Holder's duly authorized attorney, at the
principal office of the Corporation, or at such other office or agency as the
Corporation may designate in writing, accompanied by payment in full of the
Exercise Price payable in respect of the number of Warrant Shares purchased upon
such exercise. The Exercise Price shall be payable by delivery of a certified or
bank cashier's check payable to the Company or by wire transfer to an account
designated in writing by the Company. This Warrant shall expire at 5:00 p.m.
Tampa, Florida time on the Expiration Date, at which time all rights of the
Holder hereunder shall immediately terminate.


<PAGE>   58

                  (b)      Effective Time of Exercise. The Holder shall be
deemed for all purposes to have become the holder of record of the Warrant
Shares so purchased upon exercise of this Warrant as of the close of business on
the date as of which this Warrant, together with a duly executed purchase form,
was delivered to the Corporation and payment of the Exercise Price was received
by the Corporation, as provided in Section 1(a) above.

                  (c)      Delivery of Certificates. As soon as practicable
after the exercise of this Warrant in whole but not in part, the Corporation, at
its expense, will cause to be issued in the name of, and delivered to, the
Holder, or as such Holder (upon payment by the Holder of any applicable transfer
taxes and subject to compliance with applicable restrictions on transfer) may
direct a certificate or certificates for the number of Warrant Shares to which
the Holder shall be entitled. All such Warrant Shares shall be validly issued,
fully paid and non-assessable upon such issuance and delivery to Holder.

         2.       ADJUSTMENTS.

                  (a)      Stock Dividends, Subdivisions and Combinations. In
the event that the Corporation shall, on or after the date hereof:

                           (i)      pay a dividend in shares of additional
Common Stock or make a distribution in shares of Common Stock;

                           (ii)     reclassify by subdivision its outstanding
shares of Common Stock into a greater number of shares; or

                           (iii)    reclassify by combination its outstanding
shares of Common Stock into a smaller number of shares;

then, as in each case, the Exercise Price in effect at the time of the record
date for such dividend or the effective date of such subdivision or combination
shall be adjusted to that price determined by multiplying the Exercise Price in
effect immediately prior to such event by the quotient of:

                  (A)      the total number of outstanding shares of Common
Stock immediately prior to such event; divided by

                  (B)      the total number of outstanding shares of Common
Stock immediately after such event.

An adjustment made pursuant to this Section 2(a) shall become effective on the
effective date of such event.

                  (b)      Other Dividends and Distributions. If the Corporation
shall, on or after the date hereof:



                                       2
<PAGE>   59

                           (i)      issue to all holders of Common Stock certain
rights or warrants to subscribe for or purchase Common Stock, in each case at
less than the then current market price per share of Common Stock; or

                           (ii)     distribute to all holders of Common Stock
any shares of capital stock of the Corporation or its subsidiaries, excluding
dividends and distributions in connection with the liquidation, dissolution or
winding up of the Corporation ((i) and (ii) collectively referred to herein as
"Distributions");

then, and in each case, the Exercise Price shall be adjusted by multiplying the
Exercise Price by the quotient of:

                  (A)      the difference of:

                           (1)      the average trading price of the Common
Stock for the ten consecutive trading days immediately preceding the payment
date for any Distribution (the "Market Price"); minus

                           (2)      the quotient of:

                                    (a)     the then fair value of such
Distribution; divided by

                                    (b)     the number of shares of Common Stock
outstanding on the payment date for any Distribution; divided by

                  (B)      the Market Price.

Such adjustment shall be made whenever any such dividend or distribution is
made, and shall become effective on the date of such dividend or distribution.

                  (c)      Merger; Reclassification. If the Corporation issues
to the holders of the Common Stock generally rights to acquire additional shares
of Common Stock for consideration less than the fair market value of the Common
Stock at the time or evidences of indebtedness or assets (excluding cash
dividends) of the Corporation, or the outstanding shares of Common Stock are
converted into or exchanged for other securities, assets or property pursuant to
any merger or other business combination, reorganization, liquidation,
dissolution or reclassification of the Common Stock, this Warrant shall
represent the right to acquire, upon payment of the Exercise Price, the
securities, assets or other property that a holder of the number of shares of
Common Stock for which such Warrant was exercisable immediately prior to such
event would have received in connection with such merger or other business
combination, all subject to further adjustment as provided in Section 2(a); and
in each such case, the terms of this Section 2 shall be applicable to the shares
of stock or other securities properly receivable upon the exercise of this
Warrant after such consummation.

                  (d)      Fractional Shares. Fractional shares of Common Stock
are not required to be issued upon the exercise of Warrants, but in lieu
thereof, the



                                       3
<PAGE>   60

Corporation may at its option, either round down the number of shares to be
issued to the nearest whole share or pay a cash adjustment based upon the
current market price of the Common Stock at the close of business on the first
business day preceding the date of exercise.

         3.       TRANSFERS. This Warrant and all rights hereunder are not
transferable to anyone that is not an "affiliate" (within the meaning attributed
to such term in Rule 12b-2 as promulgated by the Securities and Exchange
Commission under the Securities Act of 1934) of Holder, in whole or in part,
without the prior written consent of the Corporation, as well as compliance with
subsections 3(a) through 3(c) hereof. Any permitted transfer of this Warrant
must be preceded by surrender of this Warrant with a properly executed
assignment (in the form of Exhibit B hereto) at the principal office of the
Corporation, or at such other office or agency as the Corporation may designate
in writing.

                  (a)      Each holder of this Warrant acknowledges that this
Warrant and the Warrant Shares have not been registered under the Securities Act
or the investment or securities laws of any jurisdiction, and agrees not to
sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an
effective registration statement under the Securities Act as to this Warrant or
the Warrant Shares and registration or qualification of this Warrant or the
Warrant Shares under any applicable securities or investment laws then in
effect, or (ii) an opinion of counsel, reasonably satisfactory to the
Corporation, that such registration and qualification are not required. Each
certificate or other instrument for Warrant Shares issued upon the exercise of
this Warrant shall bear a legend substantially to the foregoing effect. Each
holder of this Warrant, by acceptance hereof, acknowledges that the Warrant and
the Warrant Shares are being (and will be) acquired solely for such holder's own
account and not as nominee for any other party, and for investment.

                  (b)      A Holder shall deliver written notice of any transfer
of this Warrant permitted hereunder, in the form of Exhibit B hereto, to the
Corporation at least five business days prior to the proposed effective date of
such transfer. Such notice shall include the name and address of the proposed
transferee of this Warrant. The Corporation will maintain a register containing
the names and addresses of the Holders of this Warrant, and the Corporation
shall enter thereon the name and address of any permitted transferee of this
Warrant. Any Holder may change such Holder's address as shown on the warrant
register by written notice to the Corporation requesting such change.

                  (c)      Until any transfer of this Warrant is made in the
warrant register, the Corporation may treat the Holder of this Warrant as the
absolute owner hereof for all purposes.

         4.       TERMINATION. This Warrant shall terminate on the Expiration
Date.



                                       4
<PAGE>   61

         5.       RESERVATION OF SHARES. The Corporation will promptly hereafter
reserve and keep available, solely for issuance and delivery upon the exercise
of this Warrant, sufficient shares of Common Stock and other stock, securities
and property, as from time to time shall be issuable upon the exercise of this
Warrant.

         6.       REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably satisfactory to the Corporation, or
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Corporation will issue, in lieu thereof, a new Warrant of like tenor.

         7.       NOTICES. All communications required or permitted under this
Warrant shall be given in writing and addressed to the person to be notified at
the address or facsimile number indicated for such person on the records of the
Corporation, or in the case of the Corporation, at 400 North Ashley Drive, Suite
2700, Tampa, Florida 33602 or at such other address as such person or the
Corporation may designate by giving ten days advance written notice in the
manner provided herein. Notices shall be deemed effectively given (i) upon
personal delivery to the person to be notified, (ii) upon delivery by overnight
courier to the recipient, (iii) on the fifth business day following deposit with
the United States Post Office, by registered or certified mail, postage prepaid
or (iv) upon delivery via facsimile upon confirmation generated by the sender's
facsimile machine.

         8.       NO RIGHTS AS SHAREHOLDER. Until the exercise of this Warrant,
the Holder of this Warrant shall not have or exercise any rights by virtue
hereof as a shareholder of the Corporation solely by reason of being a holder of
this Warrant.

         9.       AMENDMENT OR WAIVER. Any term of this Warrant may be amended
or waived upon written consent of the Corporation and all of the holders hereof.

         10.      HEADINGS. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.

         11.      GOVERNING LAW. This Warrant shall be governed, construed and
interpreted in accordance with the laws of the State of Florida, without giving
effect to principles of conflicts of law.

                                          POWERCERV CORPORATION


                                          By: /s/
                                             -----------------------------------
                                          Name:   Marc J. Fratello
                                               ---------------------------------
                                          Title: CEO
                                                --------------------------------



                                       5
<PAGE>   62

                                    EXHIBIT A

                                  PURCHASE FORM


To:      PowerCerv Corporation

Dated:
         ----------------------


         The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby irrevocably elects to purchase all of the shares of the Common
Stock covered by such Warrant and herewith makes payment of $__________,
representing the full purchase price for such shares at the price per share
provided for in such Warrant.

                                     HOLDER:

         -----------------------------------------

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

         Address:
                 ---------------------------------



                                       6
<PAGE>   63

                                    EXHIBIT B

                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED,_________________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant with respect to all of the shares of Common Stock covered
thereby, unto:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE              ADDRESS/FACSIMILE NUMBER               NO. OF SHARES
<S>                           <C>                                    <C>










</TABLE>

         The undersigned hereby certifies to the Corporation that (i) the
undersigned is the Holder of the attached Warrant and (ii) Assignee is a person
or entity permitted to be the assignee of the Warrant under subsection 3 of the
Warrant.

Dated:
      --------------------------


Signature:
          -----------------------------

Witness:
        -------------------------------



                                       7



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission