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                                                                 EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT





                             MCM CAPITAL GROUP, INC.







                          Dated as of January 12, 2000




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                                TABLE OF CONTENTS
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                                                                         Page
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1.    REGISTRATIONS UPON REQUEST...........................................1

      1.1.    Requests by Stockholders.....................................1
      1.2.    Registration Statement Form..................................2
      1.3.    Expenses.....................................................2
      1.4.    Priority in Demand Registrations.............................2
      1.5.    No Company or Other Stockholder Initiated Registration;
              Deferral of Registration.....................................3

2.    INCIDENTAL REGISTRATIONS.............................................3


3.    REGISTRATION PROCEDURES..............................................5


4.    UNDERWRITTEN OFFERINGS...............................................9

      4.1.    Underwriting Agreement.......................................9
      4.2.    Selection of Underwriters....................................9

5.    HOLDBACK AGREEMENTS.................................................10


6.    PREPARATION; REASONABLE INVESTIGATION...............................10


7.    OTHER REGISTRATION RIGHTS...........................................11


8.    [RESERVED]..........................................................11


9.    INDEMNIFICATION.....................................................11

      9.1.    Indemnification by the Company..............................11
      9.2.    Indemnification by the Sellers..............................12
      9.3.    Notices of Claims, etc......................................13
      9.4.    Other Indemnification.......................................13
      9.5.    Indemnification Payments....................................13
      9.6.    Other Remedies..............................................14

10.   REPRESENTATIONS AND WARRANTIES......................................14


11.   DEFINITIONS.........................................................15


12.   MISCELLANEOUS.......................................................16

      12.1. Rule 144, etc.................................................16
      12.2. Successors, Assigns and Transferees...........................17
      12.3. Amendment and Modification....................................17
      12.4. Governing Law.................................................17
      12.5. Invalidity of Provision.......................................17
      12.6. Notices.......................................................17
      12.7. Headings; Execution in Counterparts...........................19

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      12.8. Injunctive Relief..............................................19
      12.9. Term...........................................................19
      12.10.Further Assurances.............................................19
      12.11.Entire Agreement...............................................19

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                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is dated as of
the 12th day of January, 2000 by and among MCM Capital Group, Inc., a Delaware
corporation (the "COMPANY"), and ING (U.S.) Capital LLC (together with its
Affiliated Stockholders (as herein defined), if any, "ING"). Capitalized terms
used but not otherwise defined herein have their respective meanings set forth
in Section 11.

         WHEREAS, ING has entered into a Note Purchase Agreement, dated as of
January 12, 2000 (the "NOTE PURCHASE AGREEMENT"), with the Company pursuant to
which ING agreed to purchase from Company certain securities, on the terms and
subject to the conditions therein set forth;

         WHEREAS, it is a condition of the consummation of the transactions
contemplated by the Note Purchase Agreement that the Company and ING enter into
this Agreement for the purpose of providing for certain registration rights for
the benefit of holders of Registrable Securities (as hereinafter defined);

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and subject to and
on the terms and conditions herein set forth, the parties hereto agree as
follows:

         1.  Registrations Upon Request.

         1.1. Requests by Stockholders. At any time during which the Company is
qualified at all relevant times to use Form S-3 (or any other comparable form
hereinafter adopted) for the registration under the Securities Act of the
Registrable Securities, ING shall have the right to make requests that the
Company effect up to two separate registrations under the Securities Act of all
or part of the Registrable Securities owned by it; provided that at any time
when ING owns fewer Registrable Securities than its Permitted Transferees, such
right of ING to request up to two registrations will be exercisable by those
entities owning individually or in the aggregate in excess of 50% of the
outstanding Registrable Securities then owned by ING and its Permitted
Transferees. A request made by ING and/or its Permitted Transferees pursuant to
the immediately preceding sentence (in either case, the "REQUESTING PARTY")
shall not be counted for purposes of the request limitations set forth above if
(a) the Requesting Party determines in its good faith judgment to withdraw the
proposed registration of any Registrable Securities requested to be registered
pursuant to this Section 1.1 due to marketing or regulatory reasons, (b) the
registration statement relating to any such request is not declared effective
within 90 days of the date such registration statement is first filed with the
Commission and the Requesting Party determines to withdraw the proposed
registration, (c) within 180 days after the registration relating to any such
request has become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason and the Company fails to have such
stop order, injunction or other order or requirement removed, withdrawn or
resolved to the Requesting Party's reasonable satisfaction within 30 days, (d)
more than 50% of the Registrable Securities requested by the Requesting Party to
be included in the registration are not so included pursuant to Section 1.4, (e)
the
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conditions to closing specified in the underwriting agreement or purchase
agreement entered into in connection with the registration relating to any such
request are not satisfied (other than as a result of a default or breach
thereunder by the Requesting Party), or (f) the registration relating to such
request is preempted by a proposed Company registration, notice of which is
given by the Company to the Requesting Party pursuant to Section 1.5(b)(iii) and
the Requesting Party provides the Company written notice of the withdrawal of
its registration request prior to a registration statement relating thereto
becoming effective.

         Upon any such registration request, the Company will promptly, but in
any event within 10 days, give written notice of such request to all holders of
Registrable Securities and thereupon the Company will, subject to Sections 1.4
and 1.5, use its best efforts to effect the prompt registration under the
Securities Act of:

         (i) the Registrable Securities which the Company has been so requested
     to register by the Requesting Party, and

         (ii) all other Registrable Securities which the Company has been
     requested to register by the holders thereof by written request given to
     the Company by such holders within 10 days after the giving of such written
     notice by the Company to such holders,

all to the extent required to permit the disposition of the Registrable
Securities so to be registered in accordance with the intended method or methods
of disposition of each seller of such Registrable Securities.

         1.2. Registration Statement Form. A registration requested pursuant to
     Section 1.1 shall be effected by the filing of a registration statement on
     a form reasonably acceptable to the Requesting Party, it being understood
     and agreed that the Company shall only be required to effect any such
     registration if it is, at all relevant times, qualified for registration on
     Form S-3 (or any other comparable form hereinafter adopted).

         1.3. Expenses. The Company will pay all Registration Expenses in
     connection with any registration requested and effectuated under Section
     1.1; provided that (a) each seller of Registrable Securities shall pay all
     Registration Expenses to the extent required to be paid by such seller
     under applicable law and all underwriting discounts and commissions and
     transfer taxes, if any, and (b) if, pursuant to clause (a) of Section 1.1,
     a Requesting Party determines in its good faith judgment to withdraw the
     proposed registration of any Registrable Securities requested to be
     registered pursuant to Section 1.1 due to marketing reasons after the
     filing of a registration statement with respect to such Registrable
     Securities, the Requesting Party shall reimburse the Company for its
     reasonable out-of-pocket expenses (including, without limitation, all
     reasonable legal and accounting fees and disbursements and printing costs)
     incurred in connection with the preparation and filing of such registration
     statement unless the Requesting Party agrees in writing to have the
     withdrawn registration treated as one of its two registration requests
     permitted pursuant to Section 1.1.

         1.4. Priority in Demand Registrations. If a registration pursuant to
     Section 1.1 involves an underwritten offering, and the managing underwriter
     (or, in the case of an offering which is not underwritten, a nationally
     recognized investment banking firm) shall advise the


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     Company in writing (with a copy to each Person requesting registration of
     Registrable Securities) that, in its opinion, the number of securities
     requested and otherwise proposed to be included in such registration by all
     parties exceeds the number which can be sold in such offering without
     materially and adversely affecting the offering price or the market price
     of the Common Stock or would otherwise jeopardize the offering, the Company
     will include in such registration to the extent of the number which the
     Company is so advised can be sold in such offering without such material
     adverse effect, first, the Registrable Securities of all Stockholders
     (including the Requesting Party) and the securities of any other securities
     holder of the Company entitled to incidental registration rights with
     respect thereto, on a pro rata basis (based on the number of shares
     proposed to be registered by each such holder), and second the securities,
     if any, being sold by the Company, subject to the limitations of Section 7.

          1.5. No Company or Other Stockholder Initiated Registration; Deferral
     of Registration. (a) After receipt of notice of a requested registration
     pursuant to Section 1.1, neither the Company nor any other Stockholder
     shall initiate, without the consent of the Requesting Party, a registration
     of any Company securities for its own account until at least 90 days after
     such registration has been effected or such registration has been
     terminated.

              (b) Notwithstanding the foregoing, the Company shall have the
     right to delay the filing or effectiveness, but not the preparation, of a
     registration statement for any requested registration pursuant to Section
     1.1 during one or more periods aggregating not more than 120 days in any
     12-month period during the term of this Agreement in the event that (i) the
     Company would, in accordance with the written advice of its counsel, be
     required to disclose in the prospectus contained in such registration
     statement information not otherwise required by law to be publicly
     disclosed, (ii) the Company has pending or in process a material
     transaction, the disclosure of which would, in the good faith judgment of
     the Board, materially and adversely affect the Company or the transaction,
     or (iii) at the time of receipt of notice of a requested registration
     pursuant to Section 1.1 the Company was in the process of contemplating a
     registration of equity securities for its own account and (A) the Company
     gives written notice thereof to the Requesting Party within 10 days after
     receipt of such registration request and (B) a registration statement with
     respect to such Company initiated offering is filed within 90 days of
     receipt of such notice from the Requesting Party.

           2. Incidental Registrations. If the Company at any time proposes to
     register any of its equity securities under the Securities Act for its own
     account (other than pursuant to a registration on Form S-4 or S-8 or any
     successor form) it shall give written notice thereof to each Stockholder.
     If within 10 days after the receipt of any such notice, any Stockholder
     requests that the Company include all or any portion of the Registrable
     Securities owned by such Stockholder in such registration, then, subject to
     subsection (a) below, the Company will give prompt written notice to all
     holders of Registrable Securities regarding such proposed registration.
     Upon the written request of any such holder made within 10 days after the
     receipt of any such notice (which request shall specify the number of
     Registrable Securities intended to be disposed of by such holder and the
     intended method or methods of disposition thereof), the Company will use
     its best efforts to effect the registration under the Securities Act of
     such Registrable Securities, together with any other securities proposed to
     be registered by other holders of the Company's securities exercising
     incidental registration rights with respect thereto, on a pro rata basis
     (based

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on the number of Registrable Securities proposed to be registered by each such
requesting holder and the number of other registrable securities proposed to be
registered by each such other holder) in accordance with such intended method or
methods of disposition, provided that:

           (a) the Company shall not include any Registrable Securities of
     holders of Registrable Securities in such proposed registration if it
     believes in good faith that inclusion of such securities would not be in
     the best interests of the Company, provided that the Company will include
     in such registration that number of Registrable Securities of the holders
     of Registrable Securities that such managing underwriter and the Company
     determine would not be adverse to the best interests of the Company and
     provided further that the Company shall give the holders of Registrable
     Securities prompt notice after any such determination has been made (in
     lieu of the notice otherwise required under the second sentence of this
     Section 2);

           (b) if, at any time after giving written notice pursuant to this
     Section 2 of its intention to register equity securities and prior to the
     effective date of the registration statement filed in connection with such
     registration, the Company shall determine for any reason not to register
     such equity securities, the Company may, at its election, give written
     notice of such determination to each holder of Registrable Securities and,
     thereupon, shall not be obligated to register any Registrable Securities in
     connection with such registration (but shall nevertheless pay the
     Registration Expenses in connection therewith), without prejudice, however,
     to the rights of ING and/or its Permitted Transferees to request that a
     registration be effected under Section 1.1; and

           (c) if, in connection with a registration pursuant to this Section 2,
     the managing underwriter of such registration (or, in the case of an
     offering that is not underwritten, a nationally recognized investment
     banking firm) shall advise the Company in writing (with a copy to each
     holder of Registrable Securities requesting registration thereof) that, in
     its opinion, the number of securities requested and otherwise proposed to
     be included in such registration exceeds the number which can be sold in
     such offering without materially and adversely affecting the offering price
     or the market price of the Common Stock or would otherwise jeopardize the
     offering, then in the case of any registration pursuant to this Section 2,
     the Company will include in such registration to the extent of the number
     which the Company is so advised can be sold in such offering without such
     material adverse effect, first if such registration is initiated by the
     Company pursuant to Section 1.1 of the Prior Registration Rights Agreement,
     the "Registrable Securities of all Stockholders (including the Requesting
     Party)" (with the preceding phrase having the same meaning as used in
     Section 1.4 of the Prior Registration Rights Agreement) together with the
     Registrable Securities of the Stockholders, if any, exercising incidental
     registration rights with respect thereto, on a pro rata basis (based on the
     number of shares of "Registrable Securities" owned by each such
     "Stockholder", as such terms are defined herein or in the Prior
     Registration Rights Agreement, as applicable), second, the securities (if
     any) being sold by the Company, and third, the securities, if any, of any
     other holder of securities of the Company exercising incidental
     registration rights with respect thereto, on a pro rata basis (based on the
     number of shares of registrable securities owned by each such holder),
     subject to the limitations of Section 7.

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                 Notwithstanding the foregoing, the holders of Registrable
Securities will not be entitled to participate in any registration pursuant to
this Section 2 to the extent that the managing underwriter (or, in the case of
an offering that is not underwritten, a nationally recognized investment banker)
shall determine in good faith and in writing (with a copy to each affected
Person requesting registration of Registrable Securities) that the participation
of any such holder would adversely affect the marketability or offering price of
the securities being sold by the Company or any Stockholder in such
registration.

                 The Company will pay all Registration Expenses in connection
with each registration of Registrable Securities requested pursuant to this
Section 2, provided that each seller of Registrable Securities shall pay all
Registration Expenses to the extent required to be paid by such seller under
applicable law and all underwriting discounts and commissions and transfer
taxes, if any. No registration effected under this Section 2 shall relieve the
Company from its obligation to effect registrations under Sections 1.1.

              3. Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 1.1 and 2, the
Company will promptly:

              (a) prepare, and as soon as practicable, but in any event within
60 days thereafter, file with the Commission, a registration statement with
respect to such Registrable Securities, make all required filings with the NASD
and use its reasonable best efforts to cause such registration statement to
become effective as soon as practicable;

              (b) prepare and promptly file with the Commission such amendments
and post-effective amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for so long as is required to comply with the
provisions of the Securities Act and to complete the disposition of all
securities covered by such registration statement in accordance with the
intended method or methods of disposition thereof, but in no event for a period
of more than six months after such registration statement becomes effective;

              (c) furnish copies of all documents proposed to be filed with the
Commission in connection with such registration to counsel selected by the
holders of at least 51% of the Registrable Securities proposed to be sold in
connection with such registration (such holders, the "MAJORITY HOLDERS"), and
such documents shall be subject to the review of such counsel and the Majority
Holders, and the Company shall not file any registration statement or amendment
or post-effective amendment or supplement to such registration statement or the
prospectus used in connection therewith to which either such counsel or the
Majority Holders, as the case may be, shall have reasonably objected in writing
on the grounds that such amendment or supplement does not comply (explaining
why) in all material respects with the requirements of the Securities Act or of
the rules or regulations thereunder;

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              (d) furnish to each seller of Registrable Securities, without
     charge, such number of conformed copies of such registration statement and
     of each such amendment and supplement thereto (in each case including all
     exhibits and documents filed therewith) and such number of copies of the
     prospectus included in such registration statement (including each
     preliminary prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act, in conformity with the
     requirements of the Securities Act, and such other documents, as such
     seller may reasonably request in order to facilitate the disposition of the
     Registrable Securities owned by such seller in accordance with the intended
     method or methods of disposition thereof;

              (e) use its reasonable best efforts to register or qualify such
     Registrable Securities covered by such registration statement under the
     securities or blue sky laws of such jurisdictions as each seller shall
     reasonably request, and do any and all other acts and things which may be
     necessary or advisable to enable such seller to consummate the disposition
     of such Registrable Securities in such jurisdictions in accordance with the
     intended method or methods of disposition thereof, provided that the
     Company shall not for any such purpose be required to qualify generally to
     do business as a foreign corporation in any jurisdiction wherein it is not
     so qualified, subject itself to taxation in any jurisdiction wherein it is
     not so subject, or take any action which would subject it to general
     service of process in any jurisdiction wherein it is not so subject;

              (f) use its reasonable best efforts to cause all Registrable
     Securities covered by such registration statement to be registered with or
     approved by such other governmental agencies, authorities or
     self-regulatory bodies as may be necessary by virtue of the business and
     operations of the Company to enable the seller or sellers thereof to
     consummate the disposition of such Registrable Securities in accordance
     with the intended method or methods of disposition thereof;

              (g) furnish to each seller of Registrable Securities a signed
     counterpart, addressed to the sellers, of

                  (i) an opinion of outside counsel for the Company experienced
          in securities law matters, dated the effective date of the
          registration statement (or, if such registration includes an
          underwritten public offering, the date of the closing under the
          underwriting agreement), and

                  (ii) a "comfort" letter (unless the registration is pursuant
          to Section 2 and such a letter is not otherwise being furnished to the
          Company), dated the effective date of such registration statement (and
          if such registration includes an underwritten public offering, dated
          the date of the closing under the underwriting agreement), signed by
          the independent public accountants who have issued an audit report on
          the Company's financial statements included in the registration
          statement,

covering such matters as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten public
offerings of

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securities, subject to such qualifications as are customary in opinions and
accountants' letters delivered in such circumstances;

         (h) notify each seller of any Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
or existence of any fact as a result of which the prospectus included in such
registration statement as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and, as promptly as is practicable, prepare and
furnish to such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;

         (i) otherwise comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement of the Company (in form complying with the
provisions of Rule 158 under the Securities Act) covering the period of at least
12 months, but not more than 18 months, beginning with the first month after the
effective date of such registration statement;

         (j) notify each seller of any Registrable Securities covered by such
registration statement (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission for amendments or supplements to such
registration statement or to amend or to supplement such prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose and (iv) of the suspension of the
qualification of such securities for offering or sale in any jurisdiction, or of
the institution of any proceedings for any of such purposes;

         (k) use its reasonable best efforts to obtain the lifting of any stop
order that might be issued suspending the effectiveness of such registration
statement as soon as practicable;

         (l) use its reasonable best efforts (i) (A) to list such Registrable
Securities on any securities exchange on which the equity securities of the
Company are then listed or, if no such equity securities are then listed, on an
exchange selected by the Company, if such listing is then permitted under the
rules of such exchange, or (a) if such listing is not practicable, to secure
designation of such securities as a NASDAQ "national market system security"
within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to
secure NASDAQ authorization for such Registrable Securities, and, without
limiting the foregoing, to arrange for at least two market makers to register as
such with respect to such Registrable Securities with the NASD, and (ii) to
provide a

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transfer agent and registrar for such Registrable Securities not later
than the effective date of such registration statement and to instruct such
transfer agent upon sale of the Registrable Securities pursuant to such
registration (A) to release any stop transfer order with respect to the
certificates with respect to the Registrable Securities being sold and (B) to
furnish certificates without restrictive legends representing ownership of the
shares being sold, in such denominations requested by the sellers of the
Registrable Securities or the lead underwriter;

                  (m) enter into such agreements and take such other actions as
         the sellers of Registrable Securities or the underwriters reasonably
         request in order to expedite or facilitate the disposition of such
         Registrable Securities, including, without limitation, preparing for,
         and participating in, such number of "road shows" and all such other
         customary selling efforts as the underwriters reasonably request in
         order to expedite or facilitate such disposition;

                  (n) furnish to any holder of such Registrable Securities such
         information and assistance as such holder may reasonably request in
         connection with any "due diligence" effort which such seller reasonably
         deems appropriate; and

                  (o) use its reasonable best efforts to take all other steps
         necessary to effect the registration of such Registrable Securities
         contemplated hereby.

         As a condition to its registration of Registrable Securities of any
prospective seller, the Company may require such seller of any Registrable
Securities as to which any registration is being effected to furnish to the
Company such information regarding such seller, its ownership of Registrable
Securities and the disposition of such Registrable Securities as the Company may
from time to time reasonably request in writing and as shall be required by law
in connection therewith, together with such certificates, if any, as may be
required to permit the delivery of the opinions and comfort letters contemplated
by Section 3(g) and the execution of the underwriting agreement and the delivery
of the documents required to be delivered thereunder. Each such holder agrees to
furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such holder
not materially misleading.

         The Company agrees not to file or make any amendment to any
registration statement with respect to any Registrable Securities, or any
amendment of or supplement to the prospectus used in connection therewith, which
refers to any seller of any Registrable Securities covered thereby by name, or
otherwise identifies such seller as the holder of any Registrable Securities,
without the consent of such seller, such consent not to be unreasonably withheld
or delayed, unless such disclosure is required by law.

         By acquisition of Registrable Securities, each holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(h), such holder will promptly discontinue such holder's disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(h). If so directed
by the Company, each holder of

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Registrable Securities will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, in such holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice. In the event that the Company shall give any such notice, the period
mentioned in Section 3(b) shall be extended by the number of days during the
period from and including the date of the giving of such notice to and including
the date when each seller of any Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by Section 3(h).

       4. Underwritten Offerings.

       4.1. Underwriting Agreement. If requested by the underwriters for any
underwritten offering pursuant to a registration requested under Section 1.1 or
2, the Company shall enter into an underwriting agreement with the underwriters
for such offering, such agreement to be reasonably satisfactory in substance and
form to the underwriters and the Majority Holders. Any such underwriting
agreement shall contain such representations and warranties by the Company and
such other terms and provisions as are customarily contained in agreements of
this type, including, without limitation and unless waived by the Majority
Holders, indemnities to the effect and to the extent provided in Section 9. The
holders of Registrable Securities to be distributed by such underwriter shall be
parties to such underwriting agreement. No underwriting agreement (or other
agreement in connection with such offering) shall require any Stockholder, in
its capacity as stockholder and/or controlling Person, to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
holder, the ownership of such holder's Registrable Securities and such holder's
intended method or methods of disposition and any other representation
customarily furnished by selling stockholders in similar transactions or
required by law.

       4.2. Selection of Underwriters. If the Company at any time proposes to
register any of its securities under the Securities Act for sale for its own
account pursuant to an underwritten offering in which holders of Registrable
Securities are participants, or in the case of any registration requested
pursuant to Section 1.1 that is for an underwritten offering, the Company will
have the right to select the managing underwriter (which shall be of nationally
recognized standing) to administer the offering.

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       5. Holdback Agreements. (a) If and whenever the Company proposes to
register any of its equity securities under the Securities Act for its own
account (other than on Form S-4 or S-8 or any successor form) or is required to
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act pursuant to Section 1.1 or 2, each holder of
Registrable Securities agrees by acquisition of such Registrable Securities not
to request registration under Section 1.1 of any Registrable Securities and, if
it is then an officer, director or the beneficial owner (determined in
accordance with Rule 13d-3 under the Exchange Act) of more than 5% of any class
of the Company's equity securities (or any securities convertible into or
exchangeable or exercisable for any of such securities), not to effect any
public sale or distribution of the Company's equity securities (other than
pursuant to such registration), within seven days prior to and 90 days (unless
advised in writing by the managing underwriter that a longer period, not to
exceed 180 days, is required, or such shorter period as the managing underwriter
for any underwritten offering may agree) after the effective date of the
registration statement relating to such registration, except its part of such
registration.

          (b) The Company agrees not to effect any public sale or distribution
of its equity securities or securities convertible into or exchangeable or
exercisable for any of such securities within seven days prior to and 90 days
(unless advised in writing by the managing underwriter that a longer period, not
to exceed 180 days, is required, or such shorter period as the managing
underwriter for any underwritten offering may agree) after the effective date of
any registration statement filed pursuant to Section 1.1 (except as part of such
registration or pursuant to a registration on Form S-4 or S-8 or any successor
form). In addition, upon the request of the managing underwriter, the Company
shall use its reasonable efforts to cause each officer, director or beneficial
owner (determined in accordance with Rule 13d-3 under the Exchange Act) of more
than 5% of any class of the Company's equity securities (or any securities
convertible into or exchangeable or exercisable for any of such securities),
other than any such securities acquired in a public offering, to agree not to
effect any such public sale or distribution of such securities during such
period, except as part of any such registration if permitted, and to cause each
such officer, director and beneficial holder to enter into a similar agreement
to such effect with the Company.

          6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give the holders of such
Registrable Securities so to be registered and their underwriters, if any, and
their respective counsel and accountants the opportunity to participate in the
preparation of such registration statement, each prospectus included therein or
filed with the Commission, and each amendment thereof or supplement thereto, and
will give each of them such access to the financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have issued audit reports on its financial
statements as shall be reasonably requested by such holders in connection with
such registration statement.

                                       10
<PAGE>   14

          7. Other Registration Rights. ING acknowledges that the Company is a
party to that certain Registration Rights Agreement dated as of June 30, 1999 by
and among the Company, C.P. International Investments Limited, MCM Holding
Company LLC and certain other parties named therein (the "PRIOR REGISTRATION
RIGHTS AGREEMENT") and consents to all terms and provisions of the Prior
Registration Rights Agreement. To the extent that the Prior Registration Rights
Agreement provides demand or incidental registration rights that are of a higher
priority to the rights granted to holders of Registrable Securities hereunder,
or to the extent there is any conflict between any term or provision of the
Prior Registration Rights Agreement and any term or provision set forth herein,
the parties acknowledge and agree that the terms and provisions of the Prior
Registration Rights Agreement shall take priority over the terms and provisions
of this Agreement. The Company shall not grant to any Person any other
incidental registration rights from and after the date hereof that are of the
same or higher priority to the rights granted to the holders of Registrable
Securities under Section 2 hereof during the term of this Agreement; provided,
however, that the Company may grant registration rights equal in priority to the
registration rights granted hereunder in connection with any issuance of
indebtedness under Section 6.2.2(b) of the Note Purchase Agreement.

          8. [Reserved]

          9. Indemnification.

          9.1. Indemnification by the Company. In the event of any registration
of any Registrable Securities pursuant to this Agreement, the Company agrees to
indemnify, defend and hold harmless (a) each seller of such Registrable
Securities, (b) the directors, members, stockholders, officers, partners,
employees, agents and Affiliates of such seller, (c) each Person who
participates as an underwriter in the offering or sale of such securities and
(d) each person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) any of the foregoing against
any and all losses, claims, damages, expenses or other liabilities (or actions
or proceedings in respect thereof), jointly or severally, directly or
indirectly, based upon or arising out of (i) any untrue statement or alleged
untrue statement of a fact contained in any registration statement under which
such Registrable Securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained therein
or used in connection with the offering of securities covered thereby, or any
amendment or supplement thereto, or (ii) any omission or alleged omission to
state a fact required to be stated therein or necessary to make the statements
therein not misleading; and the Company will reimburse each such indemnified
party for any legal or any other expenses reasonably incurred by them in
connection with enforcing its rights hereunder or under the underwriting
agreement entered into in connection with such offering or investigating,
preparing, pursuing or defending any such loss, claim, damage, liability, action
or proceeding, except insofar as any such loss, claim, damage, liability,
action, proceeding or expense arises out of or is based upon (A) an untrue
statement or omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such seller expressly for use in the preparation thereof, (B) the
gross negligence, willful misconduct or fraud of such seller, or (C) any
preliminary prospectus to the extent that any such loss claim, damage,
liability, action or proceeding results solely from the fact that the seller
sold Registrable Securities to a person as to whom the Company shall establish
that there was not sent by

                                       11
<PAGE>   15
commercially reasonable means, at or prior to the written confirmation of such
sale, a copy of the final prospectus in any case where such delivery is required
by the Securities Act, if the Company has previously furnished copies thereof in
sufficient quantity to the seller or the underwriters for such offering and the
loss, claim, damage, liability, action or proceeding results from an untrue
statement or omission of a material fact contained in the preliminary prospectus
that was corrected in the final prospectus. Such indemnity shall remain in full
force and effect regardless of any investigation made by such indemnified party
and shall survive the transfer of such Registrable Securities by such seller. If
the Company is entitled to, and does, assume the defense of the related action
or proceedings provided herein, then the indemnity agreement contained in this
Section 9.1 shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, action or proceeding if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld or delayed). The Company shall also indemnify any underwriters of the
Registrable Securities, their officers, directors and employees, and each person
who controls (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) to the same extent as provided above with respect to
indemnification of the seller of Registrable Securities.

          9.2. Indemnification by the Sellers. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 1.1 or 2 that the Company shall have received an
undertaking reasonably satisfactory to it from each of the prospective sellers
of such Registrable Securities to indemnify and hold harmless, severally, not
jointly, in the same manner and to the same extent as set forth in Section 9.1,
the Company, its directors, officers, employees, agents and each person, if any,
who controls (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) the Company, but only with respect to (i) any written
information furnished to the Company by such seller expressly for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, or (ii) the gross
negligence, willful misconduct or fraud of such seller. The Company and the
holders of the Registrable Securities hereby acknowledge and agree that, unless
otherwise expressly agreed to in writing by such holders, the only information
furnished to or to be furnished to the Company for use in any registration
statement or prospectus relating to the Registrable Securities or in any
amendment, supplement or preliminary materials associated therewith are
statements specifically relating to (a) transactions between such holder and its
Affiliates, on the one hand, and the Company, on the other hand, (b) the
beneficial ownership of shares of Common Stock by such holder and its Affiliates
and (c) the name and address of such holder. If any additional information about
such holder or the plan of distribution (other than for an underwritten
offering) is required by law to be disclosed in any such document, then such
holder shall not unreasonably withhold its agreement referred to in the
immediately preceding sentence of this Section 9.2. Such indemnity shall remain
in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling Person and shall
survive the transfer of such Registrable Securities by such seller. The
indemnity agreement contained in this Section 9.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, action or
proceeding if such settlement is effected without the consent of such seller
(which consent shall not be unreasonably withheld or delayed). The indemnity
provided by each seller of Registrable Securities under this Section 9.2 shall
be limited in amount to the net amount of proceeds

                                       12
<PAGE>   16
actually received by such seller from the sale of Registrable Securities
pursuant to such registration statement giving rise to such liability.

          9.3. Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 9, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the indemnifying party of the
commencement of such action or proceeding, provided that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding paragraphs of this
Section 9, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, the indemnifying party will be entitled to
participate therein and to assume the defense thereof jointly with any other
indemnifying party similarly notified, to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof except for the reasonable fees and
expenses of any counsel retained by such indemnified party to monitor such
action or proceeding. Notwithstanding the foregoing, if such indemnified party
reasonably determines, based upon advice of independent counsel, that a conflict
of interest exists between the indemnified party and the indemnifying party with
respect to such action and that it is advisable for such indemnified party to be
represented by separate counsel or that there may be one or more legal defenses
available to it which are different from or additional to those available to the
indemnifying party, such indemnified party may retain other counsel, reasonably
satisfactory to the indemnifying party, to represent such indemnified party, and
the indemnifying party shall pay all reasonable fees and expenses of such
counsel. No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of such indemnified party, which consent shall
not be unreasonably withheld, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. The rights accorded to any
indemnified party hereunder shall be in addition to any rights that such
indemnified party may have at common law, by separate agreement or otherwise.

          9.4. Other Indemnification. Indemnification similar to that specified
in the preceding paragraphs of this Section 9 (with appropriate modifications)
shall be given by the Company and each seller of Registrable Securities with
respect to any required registration (other than under the Securities Act) or
other qualification of such Registrable Securities under any federal or state
law or regulation of any governmental authority.

          9.5. Indemnification Payments. Any indemnification required to be made
by an indemnifying party pursuant to this Section 9 shall be made by periodic
payments to the indemnified party during the course of the action or proceeding,
as and when bills are received by such indemnifying party, with respect to an
indemnifiable loss, claim, damage, liability or expense incurred by such
indemnified party.

                                       13
<PAGE>   17

          9.6. Other Remedies. If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, other
than by reason of the exceptions provided therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities, actions, proceedings or
expenses in such proportion as is appropriate to reflect the relative benefits
to and faults of the indemnifying party on the one hand and the indemnified
party on the other in connection with the offering of Registrable Securities and
the statements or omissions or alleged statements or omissions which resulted in
such loss, claim, damage, liability, action, proceeding or expense, as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statements or omissions. 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. No party shall be liable for contribution under this Section
9.6 except to the extent as such party would have been liable to indemnify under
this Section 9 if such indemnification were enforceable under applicable law.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9.6 were 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 immediately preceding paragraph.

         10. Representations and Warranties. Each Stockholder, severally and not
jointly, represents and warrants to the Company and each other Stockholder that:

            (i) such Stockholder has the power, authority and capacity (or, in
the case of any Stockholder that is a corporation or limited partnership, all
corporate or limited partnership power and authority, as the case may be) to
execute, deliver and perform this Agreement;

            (ii) in the case of a Stockholder that is a corporation or limited
partnership, the execution, delivery and performance of this Agreement by such
Stockholder has been duly and validly authorized and approved by all necessary
corporate or limited partnership action, as the case may be;

            (iii) this Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes a valid and legally binding
obligation of such Stockholder, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to creditors' rights generally and general principles
of equity; and

            (iv) the execution, delivery and performance of this Agreement by
such Stockholder does not and will not violate the terms of or result in the
acceleration of any obligation under (A) any material contract, commitment or
other material instrument to which such Stockholder is a party or by which such
Stockholder is bound, (B) in the case of a Stockholder that is a corporation or
limited partnership, the certificate of incorporation,

                                       14
<PAGE>   18
certificate of limited partnership, by-laws or limited partnership agreement, as
the case may be, or (C) any law, statute, regulation, order or decree applicable
to such Stockholder.

          11. Definitions. For purposes of this Agreement, the following terms
shall have the following respective meanings:

              Affiliate: (i) with respect to any Person, a Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person, and (ii) with respect to any
natural Person, (A) the spouse, parents and direct descendants of such Person,
(B) the estate, testamentary trust, trustees, executors, administrators,
legatees or testamentary beneficiaries of such Person, and (C) any trust
established by such Person for the exclusive benefit of any of the foregoing
Persons.

              Affiliated Stockholder: with respect to ING, each of its
Affiliates if and so long as it owns any Registrable Securities and has agreed
in writing to be bound by the terms and conditions of this Agreement, a copy of
which agreement shall have been delivered to the Company.

              Board: the board of directors of the Company.

              Commission: the Securities and Exchange Commission.

              Common Stock: the Common Stock of the Company, par value $.01 per
share, and any securities into which such Common Stock shall have been changed
or any securities resulting from any reclassification of such Common Stock.

              Exchange Act: the Securities Exchange Act of 1934, as amended, or
any successor federal statute, and the rules and regulations thereunder which
shall be in effect at the time.

              Majority Holders: as defined in Section 3(c).

              NASD: National Association of Securities Dealers, Inc.

              NASDAQ: the Nasdaq National Market.

              Note Purchase Agreement: as defined in the first recital of this
Agreement.

              Permitted Transferee: as defined in Section 12.2.

              Person: an individual, corporation, partnership, limited liability
company, joint venture, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality,
thereof.

              Prior Registration Rights Agreement: as defined in Section 7.

              Registrable Securities: the shares of Common Stock issued or
issuable upon exercise of warrants issued pursuant to that certain Warrant
Agreement dated as of January 12,

                                       15
<PAGE>   19
2000 by and between the Company and ING (the "Warrants") and any other shares of
Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares of Common Stock issued or issuable upon exercise of the Warrants. As to
any particular shares of Common Stock, such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (ii) such securities shall have been sold to the public pursuant to
Rule 144 under the Securities Act or are eligible for resale by the holder
thereof without regard to volume limitation pursuant to paragraph (k) of Rule
144 under the Securities Act, (iii) such securities shall have been otherwise
transferred other than to a Permitted Transferee and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then in force or (iv) such securities
shall have ceased to be outstanding.

          Registration Expenses: all expenses incident to the Company's
performance of or compliance with any registration pursuant to this Agreement,
including, without limitation, (i) registration, filing and NASD fees, (ii) fees
and expenses of complying with securities or blue sky laws, (iii) fees and
expenses associated with listing securities on an exchange or NASDAQ, (iv) word
processing, duplicating and printing expenses, (v) messenger and delivery
expenses, (vi) transfer agents', trustees', depositories', registrars' and
fiscal agents fees, (vii) reasonable fees and disbursements of counsel for the
Company and of its independent public accountants, including the expenses of any
special audits or "cold comfort" letters, (viii) reasonable fees and
disbursements of any one counsel retained by the sellers of Registrable
Securities, which counsel shall be designated in the manner specified in Section
3 and (ix) any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, but excluding underwriting discounts and
commissions and transfer taxes, if any.

              Securities Act: the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations thereunder which shall
be in effect at the time.

              Stockholders: (i) ING, if and so long as it owns any Registrable
Securities, and (ii) each Affiliated Stockholder.

              12. Miscellaneous.

              12.1. Rule 144, etc. If the Company shall have filed a
registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act relating to any class of securities, the Company will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the Commission thereunder, and will
take such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by (A) Rule 144 under the Securities
Act, as such rule may be amended from time to time or (b) any successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities, the

                                       16
<PAGE>   20
 Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

              12.2. Successors, Assigns and Transferees. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
predecessors and permitted assigns under this Section 12.2. Provided that an
express assignment shall have been made, a copy of which shall have been
delivered to the Company, the provisions of this Agreement which are for the
benefit of a holder of Registrable Securities shall be for the benefit of and
enforceable by any subsequent holder of any Registrable Securities to which such
Registrable Securities are transferred in compliance with the provisions of such
Registrable Securities and the applicable provisions of the Note Purchase
Agreement ("PERMITTED TRANSFEREES"), subject to the provisions respecting the
minimum numbers or percentages of shares of Registrable Securities required in
order to be entitled to certain rights, or to take certain actions, contained
herein.

              12.3. Amendment and Modification. This Agreement may be amended,
modified or supplemented by the Company with the written consent of a majority
(by number of shares) of the holders of Registrable Securities, provided that
all Stockholders shall be notified of such amendment, modification or
supplement.

              12.4. Governing Law. This Agreement and the rights and obligations
of the parties hereunder and the persons subject hereto shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York, without giving effect to the choice of law principles thereof.

              12.5. Invalidity of Provision. The invalidity or unenforceability
of any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.

              12.6. Notices. All notices, requests, demands, letters, waivers
and other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by fax, as follows:

                  (i)      If to the Company, to it at:

                           MCM Capital Group, Inc.
                           4302 East Broadway
                           Phoenix, Arizona 85040
                           Attention:  Chief Executive Officer
                           Telecopier No.:  (602) 707-5509



                                       17
<PAGE>   21


                  with a copy to:

                           MCM Capital Group, Inc.
                           4302 East Broadway
                           Phoenix, Arizona 85040
                           Attention:  General Counsel
                           Telecopier No.:  (602) 707-5509

                  and copies to:

                           Squire, Sanders & Dempsey L.L.P.
                           40 North Central Avenue, Suite 2700
                           Phoenix, Arizona  85004
                           Attention:  Timothy W. Moser, Esq.
                           Telecopier No.:  (602) 253-8129

                           and
                           Snell & Wilmer L.L.P.
                           One Arizona Center
                           Phoenix, Arizona 85004
                           Attention:  Steven D. Pidgeon
                           Telecopier No.: (602) 382-6070

                  (ii) If to ING, to it at:

                           ING (U.S.) Capital, LLC
                           55 East 52nd Street
                           New York, New York 10015
                           Attention:       David Balestrery
                                            Ira Braunstein
                           Telecopier No.:  (212) 593-3360

                  with a copy to:

                           Mayer, Brown & Platt
                           1675 Broadway
                           New York, New York 10019
                           Attention:  David K. Duffee, Esq.
                           Telecopier No.:  (212) 262-1910

or to such other person or address as any party shall specify by notice in
writing to the Company. All such notices, requests, demands, letters, waivers
and other communications shall be deemed to have been received (w) if by
personal delivery on the day after such delivery, (x) if by certified or
registered mail, on the eighth business day after the mailing thereof, (y) if by
next-day or overnight mail or delivery, on the day delivered or (z) if by fax,
on the next day

                                       18
<PAGE>   22
following the day on which such fax was sent, provided that a copy is also sent
by certified or registered mail.

              12.7. Headings; Execution in Counterparts. The headings and
captions contained herein are for convenience and shall not control or affect
the meaning or construction of any provision hereof. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original and which together shall constitute one and the same instrument.

              12.8. Injunctive Relief. Each of the parties recognizes and agrees
that money damages may be insufficient and, therefore, in the event of a breach
of any provision of this Agreement the aggrieved party may elect to institute
and prosecute proceedings in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach of this Agreement. Such
remedies shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedy which such party may have.

              12.9. Term. This Agreement shall be, effective as of the date
hereof and shall continue in effect thereafter until the earlier of (a) its
termination by the consent of the parties hereto or their respective successors
in interest, (b) the date on which no Registrable Securities remain outstanding,
and (c) the date on which all remaining Registrable Securities are subject to
immediate resale by the holder thereof without regard to volume limitation
pursuant to paragraph (k) of Rule 144 under the Securities Act.

              12.10. Further Assurances. Subject to the specific terms of this
Agreement, each of the Company and the Stockholders shall make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as may be reasonably required in order to effectuate the purposes
of this Agreement and to consummate the transactions contemplated hereby.

              12.11. Entire Agreement. This Agreement is intended by the parties
hereto as a final expression of their agreement and intended to be a complete
and exclusive statement of their agreement and understanding in respect of the
subject matter contained herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                  [Remainder of Page Intentionally Left Blank]




                                       19
<PAGE>   23


         IN WITNESS WHEREOF this Agreement has been signed by each of the
parties hereto, and shall be effective as of the date first above written.

                             MCM CAPITAL GROUP, INC.


                             By:    /s/ Robert E. Koe
                                ---------------------------
                             Name:  Robert E. Koe
                             Title: President



                             ING (U.S.) CAPITAL LLC

                             By:    /s/ David Balestrery
                             -------------------------------
                             Name:  David Balestrery
                             Title: Vice President



                                       20
<PAGE>   24
                           [FORM OF LETTER AGREEMENT]

January 12, 2000

MCM Capital Group, Inc.
4302 East Broadway
Phoenix, Arizona 85040
Attn:  Chief Executive Officer

         Re:      Registration Rights Agreement (the "First Registration Rights
                  Agreement") dated as of June 30, 1999 by and among MCM Capital
                  Group, Inc. (the "Company"), C.P. International Investments
                  Limited and its Affiliated Stockholders, MCM Holding Company
                  LLC and its Affiliated Stockholders, and certain other persons
                  and their Affiliated Stockholders referred to therein as the
                  MCM Holding Distributees

Ladies and Gentlemen:

         Each of the undersigned is a party (or a successor in interest to a
party) to the First Registration Rights Agreement referred to above and, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby consents and agrees (i) to the execution and delivery by
the Company of that certain Registration Rights Agreement dated as of the date
hereof (the "Second Registration Rights Agreement") by and between the Company
and ING (U.S.) Capital LLC, and (ii) to the agreement by the Company to all
terms and provisions of the Second Registration Rights Agreement, including
without limitation the granting of demand and incidental rights thereunder on
the terms and conditions set forth therein.

         The Company and each of the undersigned hereby further agrees that all
shares of common stock, $.01 par value per share, of the Company ("Common
Stock") issued or issuable upon exercise of warrants issued pursuant to that
certain Warrant Agreement dated as of January 12, 2000 by and between the
Company and Triarc Companies, Inc. shall, to the extent beneficially owned
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) by
CPII, the MCM Distributees or their Permitted Transferees (as such terms are
defined in the First Registration Rights Agreement), constitute "Registrable
Securities" for all purposes of the First Registration Rights Agreement.

         This instrument is intended to, and shall, constitute a written consent
to the Second Registration Rights Agreement for purposes of Section 7 of the
First Registration Rights Agreement. Notwithstanding the preceding paragraph,
this consent shall be applicable only to the Second Registration Rights
Agreement in the form originally executed and shall not be applicable to any
amendment, restatement or other modification thereof.

         The parties acknowledge that Nelson Peltz, Peter W. May and Triarc
Companies, Inc. are the direct or indirect beneficial owners of shares of Common
Stock and constitute the "MCM Holding Distributee Majority" as such term is used
in Section 7 of the First Registration Rights Agreement and are executing this
letter agreement in such capacity, regardless of the form of legal ownership
pursuant to which such shares are beneficially owned.

<PAGE>   25

                           C.P. International Investments Limited

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


                           Triarc Companies, Inc.

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


                           -------------------------------
                           Nelson Peltz




                           -------------------------------
                           Peter W. May


                           MCM Capital Group, Inc.

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