<PAGE>   1
                                                                    Exhibit 10.5



                          REGISTRATION RIGHTS AGREEMENT

                             MCM CAPITAL GROUP, INC.

                            Dated as of June 30, 1999
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
1.  Registrations Upon Request..........................................................................    2
         1.1.  Requests by Stockholders.................................................................    2
         1.2.  Registration Statement Form..............................................................    3
         1.3.  Expenses.................................................................................    3
         1.4.  Priority in Demand Registrations.........................................................    4
         1.5.  No Company or Other Stockholder Initiated Registration; Deferral of
                  Registration..........................................................................    4

2.  Incidental Registrations............................................................................    5

3.  Registration Procedures.............................................................................    7

4.  Underwritten Offerings..............................................................................   11
         4.1.  Underwriting Agreement...................................................................   11
         4.2.  Selection of Underwriters................................................................   12

5.  Holdback Agreements.................................................................................   12

6.  Preparation; Reasonable Investigation...............................................................   13

7.  No Grant of Future Registration Rights..............................................................   13

8.  [Reserved]
          ..............................................................................................   14

9.  Indemnification.....................................................................................   14
         9.1.  Indemnification by the Company...........................................................   14
         9.2.  Indemnification by the Sellers...........................................................   15
         9.3.  Notices of Claims, etc...................................................................   16
         9.4.  Other Indemnification....................................................................   16
         9.5.  Indemnification Payments.................................................................   17
         9.6.  Other Remedies...........................................................................   17

10.  Representations and Warranties.....................................................................   17

11.  Definitions........................................................................................   18

12.  Miscellaneous......................................................................................   20
</TABLE>



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<TABLE>

<S>                                                                                                       <C>
         12.1.  Rule 144, etc...........................................................................   20
         12.2.  Successors, Assigns and Transferees.....................................................   20
         12.3.  Amendment and Modification..............................................................   21
         12.4.  Governing Law...........................................................................   21
         12.5.  Invalidity of Provision.................................................................   21
         12.6.  Notices.................................................................................   21
         12.7.  Headings; Execution in Counterparts.....................................................   23
         12.8.  Injunctive Relief.......................................................................   23
         12.9.  Term....................................................................................   23
         12.10.  Further Assurances.....................................................................   24
         12.11.  Entire Agreement.......................................................................   24
</TABLE>

                                       ii
<PAGE>   4
                          REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT is dated as of the 30th day of June,
1999 among MCM Capital Group, Inc., a Delaware corporation (the "COMPANY"), C.P.
International Investments Limited, a Bahamian company (together with its
Affiliated Stockholders (as herein defined), if any, "CPII"), MCM Holding
Company LLC, a New York limited liability company (together with its Affiliated
Stockholders, if any, "MCM HOLDING"), and each of the persons whose names are
listed on Schedule A hereto (together with their respective Affiliated
Stockholders, if any, the "MCM HOLDING DISTRIBUTEES"). Capitalized terms used
but not otherwise defined herein have their respective meanings set forth in
Section 11.

         WHEREAS, CPII and MCM Holding have entered into a Stock Purchase
Agreement, dated February 13, 1998 (the "STOCK PURCHASE AGREEMENT"), with the
Company and the then stockholders of the Company (the "INITIAL STOCKHOLDERS"),
pursuant to which CPII and MCM Holding agreed to purchase from the Initial
Stockholders certain shares of common stock of Midland Corporation of Kansas,
the corporate predecessor to the Company ("MIDLAND KANSAS"), on the terms and
subject to the conditions therein set forth;

         WHEREAS, as a condition to execution and delivery by CPII and MCM
Holding of the Stock Purchase Agreement, Midland Kansas, the Initial
Stockholders, CPII and MCM Holding entered into a Stockholders' Agreement, dated
as of February 13, 1998 (the "STOCKHOLDERS' AGREEMENT"), providing for certain
rights and obligations of the parties thereto;

         WHEREAS, pursuant to separate Certificates of Merger, filed with the
Secretary of State of the State of Delaware and the Secretary of State of the
State of Kansas, respectively, effective prior to the date hereof, Midland
Kansas merged with and into the Company with the Company as the surviving
corporation, whereupon the Company succeeded to the rights and obligations of
Midland Kansas and CPII and MCM Holding became stockholders of the Company;

         WHEREAS, the Company desires to consummate an IPO and, in connection
therewith, to eliminate certain rights held by CPII and MCM Holding pursuant to
the Stockholders' Agreement pursuant to an amendment to the Stockholders'
Agreement, dated as of June 21, 1999 (the "STOCKHOLDERS' AGREEMENT AMENDMENT");
<PAGE>   5
         WHEREAS, immediately following the consummation of the IPO, MCM Holding
expects to distribute shares of Common Stock held by MCM Holding to the MCM
Holding Distributees, who represent all of the members of MCM Holding; and

         WHEREAS, it is a condition of the execution and delivery by CPII and
MCM Holding of the Stockholders' Agreement Amendment, that the Company enter
into this Agreement for the purpose of providing for certain registration rights
for the benefit of holders of Registrable Securities;

         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, the MCM Holding
Distributees (as a group) and CPII shall each 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 them, respectively;
provided that (i) in the case of the MCM Holding Distributees, such right to
request up to two registrations will be exercisable by any MCM Holding
Distributees owning singly or in the aggregate at least 25% of the then
outstanding Registrable Securities then owned by all MCM Holding Distributees
(the "QUALIFIED MCM STOCKHOLDERS") and (ii) at any time when CPII owns fewer
Registrable Securities than its Permitted Transferees, such right of CPII to
request up to two registrations will be exercisable by those entities owning in
excess of 50% of the outstanding Registrable Securities then owned by CPII and
its Permitted Transferees. A request made either by the Qualified MCM
Stockholders or by CPII 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


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<PAGE>   6
resolved to the Requesting Party's reasonable satisfaction within 30 days, (d)
more than 10% 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 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), (f) the registration relating to such
request is an IPO in which the Company elects to sell shares of Common Stock, or
(g) 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 determines to withdraw
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 that the
Company shall, where permitted under the Securities Act, seek to qualify 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 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


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<PAGE>   7
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 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 Company in writing (with a copy to
each Person requesting registration of Registrable Securities) that, in its
opinion, the number of securities requested and other wise 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, 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), on a pro rata basis (based on the number of shares of
Registrable Securities owned by each such Stockholder), second, the securities,
if any, being sold by the Company, and third, the securities, if any, of any
other securitiesholder of the Company entitled to incidental registration rights
with respect thereto, 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 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 90 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 and (ii) the Company has pending or in
process a material transaction, the disclosure of which would, in the good faith
judgment of the Company's Board of Directors, 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



                                       4
<PAGE>   8
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 60 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 on a pro rata basis (based on
the number of shares of Registrable Securities owned by each such requesting
holder) in accordance with such intended method or methods of disposition,
provided that:

                  (a) without the prior written consent of the Stockholders, the
         Company shall not include any Registrable Securities of holders of
         Registrable Securities other than the Stockholders 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,


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<PAGE>   9
         however, to the rights of the Qualified MCM Stockholders and CPII,
         respectively, 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, the securities, if any, being sold by
         the Company, second, the Registerable Securities of the Stockholders,
         on a pro rata basis (based on the number of shares of Registrable
         Securities owned by each such Stockholder), third, the Registrable
         Securities of any other holder, on a pro rata basis (based on the
         number of shares of Registrable Securities owned by each such holder),
         and fourth, the securities, if any, of any other securitiesholder of
         the Company entitled to incidental registration rights with respect
         thereto, subject to the limitations of Section 7.

         Notwithstanding the foregoing, the holders of Registrable Securities
other than the Stockholders 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.


                                       6
<PAGE>   10
         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 (i) in the case
         of a registration pursuant to Section 1.1 or 2 in which CPII is
         participating, counsel selected by CPII, and (ii) in the case of a
         registration pursuant to Section 1.1 or 2 in which MCM Holding
         Distributees are participating, counsel selected by the holders of at
         least 51% of the Registrable Securities proposed to be sold by such MCM
         Holding Distributees in connection with such registration (such
         holders, the "MAJORITY HOLDERS"), and such documents shall be subject
         to the review of such counsel and CPII and/or the Majority Holders, as
         the case may be, 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 CPII 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;

                  (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


                                       7
<PAGE>   11
         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,


                                       8
<PAGE>   12
         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 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 every reasonable effort to obtain the lifting of any
         stop order that might be issued suspending the effectiveness of such
         registration statement as soon as practicable;


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<PAGE>   13
                  (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 (B)
         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 transfer agent and registrar for
         such Registrable Securities not later than the effective date of such
         registration statement and to instruct such transfer agent (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 deems
         appropriate; and

                  (o) use its 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


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<PAGE>   14
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 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 to CPII (if CPII is participating in such
registration) and to the Majority Holders (if the MCM Holding Distributees are
participating in such registration). 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 CPII (if CPII is
participating in such registration) and the Majority Holders (if the MCM Holding
Distibutees are participating in such registration), 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 and may, at their option,


                                       11
<PAGE>   15
require that any or all of the representations and warranties by, and the
agreements on the part of, the Company to and for the benefit of such
underwriters be made to and for the benefit of such holders of Registrable
Securities and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement shall also be conditions
precedent to the obligations of such holders of Registrable Securities. 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 required by law or to furnish any indemnity to any Person which
is broader than the indemnity furnished by such holder pursuant to Section 9.2.

         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, the Company will have the right to select the
managing underwriter (which shall be of nation ally recognized standing) to
administer the offering, but if CPII or the MCM Holding Distributees at such
time own at least 20% of the number of shares of Common Stock they own on the
date hereof, only with the approval thereof, such approval not to be
unreasonably withheld. Notwithstanding the foregoing sentence, whenever a
registration requested pursuant to Section 1.1 is for an underwritten offering,
the Requesting Party will have the right to select the managing underwriter
(which shall be of nationally recognized standing) to administer the offering,
but only with the approval of the Company, such approval not to be unreasonably
withheld.

         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


                                       12
<PAGE>   16
underwriter for any underwritten offering may agree) after the effective date of
the registration statement relating to such registration, except as 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 best 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.

         7. No Grant of Future Registration Rights. The Company shall not grant
to any Person (a) any other demand or incidental registration rights to without
the prior written consent of the MCM Holding Distributees Majority and CPII, so
long as the MCM Holding Distributees (as a group) and CPII, respectively,
continue to own at least 10% of the number of shares of Common Stock owned
thereby (or, in the case of the MCM Holding Distributees, owned by MCM Holding),
respectively, on the date hereof and (b) any incidental registration rights that
are of a higher priority to the rights granted


                                       13
<PAGE>   17
to the holders of Registrable Securities under Section 2 hereof during the term
of this 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 (including, without
limitation, any registration of Registrable Securities as part of any IPO by the
Company closing on or after the date of 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 supple ment 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, or (B) 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 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



                                       14
<PAGE>   18
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 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. (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 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


                                       15
<PAGE>   19
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
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 either a
conflict of interest may exist 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


                                       16
<PAGE>   20
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.

         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


                                       17
<PAGE>   21
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 Stock holder, 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, 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 CPII, MCM Holding, and the MCM
Holding Distributees, each of their respective Affiliates, in each case, 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.


                                       18
<PAGE>   22
         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.

         IPO: the initial public offering of Common Stock.

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

         MCM Holding Distributees Majority: at any time, the owners of at least
51% of the Registrable Securities then owned by the MCM Holding Distributees.

         NASD: National Association of Securities Dealers, Inc.

         NASDAQ: the Nasdaq National Market.

         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.

         Registrable Securities: the shares of Common Stock beneficially owned
(within the meaning of Rule 13d-3 of the Exchange Act) by CPII, MCM Holding, the
MCM Holding Distributees or the Permitted Transferees. 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) they
shall have been sold to the public pursuant to Rule 144 under the Securities
Act, (iii) they 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) they shall have ceased to be outstanding.


                                       19
<PAGE>   23
         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) 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) CPII, MCM Holding and each MCM Holding Distributee,
in each case, 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
state ment 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 there under, 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 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 insure to the benefit of the parties hereto and their
respective successors and permitted assigns under this Section 12.2. Provided
that an express assignment shall


                                       20
<PAGE>   24
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 ("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 CPII, the
MCM Holding Distributees Majority and a majority (by number of shares) of any
other holder of Registrable Securities whose interests would be adversely
affected by such amendment in a manner different from the effect thereof on
other Registered 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.
                           500 West First Street
                           Hutchinson, Kansas 67501-5222
                           Attention: Chief Executive Officer
                           Telecopier No.: (316) 665-0140

                  with a copy to:

                           MCM Capital Group, Inc.


                                       21
<PAGE>   25
                           500 West First Street
                           Hutchinson, Kansas 67501-5222
                           Attention: General Counsel
                           Telecopier No.: (316) 665-0140

                  and a copy to:

                           Snell & Wilmer
                           One Arizona Center
                           Phoenix, Arizona 85004-0001
                           Attention: Steven D. Pidgeon
                           Telecopier No.: (602) 382-6070

         (ii) If to CPII, to it at:

                           C.P. International Investments Limited
                           2nd Floor, Block A, Russell Court
                           St. Stephen's Green
                           Dublin 2, Ireland
                           Attention: Managing Director
                           Telecopier No.: (011) (353) 475-6605

                  with a copy to:

                           Consolidated Press Holdings Limited
                           54-58 Park Street
                           Sydney, NSW 2000
                           Australia
                           Attention: Corporate Secretary
                           Telecopier No.: (011) (61) (2) 9267-2150

                  and a copy to

                           Debevoise & Plimpton
                           875 Third Avenue
                           New York, New York 10022
                           Attention: John M. Allen, Jr.
                           Telecopier No.: (212) 909-6836

         (iii) If to MCM Holding or any MCM Holding Distributee, to it at:


                                       22
<PAGE>   26
                           c/o Triarc Companies, Inc.
                           280 Park Avenue
                           New York, NY 10017
                           Attention: General Counsel
                           Telecopier No.: (212) 451-3216

                  with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, NY 10019
                           Attention: Neale Albert, Esq. And Paul Ginsberg, Esq.
                           Telecopier No.: (212) 757-3990


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 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 the Requesting Parties have collectively exhausted their
respective rights to request registrations under Section 1.1 and all remaining
Registrable Securities are subject to immediate resale by


                                       23
<PAGE>   27
the holder thereof without regard to volume limitation pursuant to paragraph (k)
of Rule 144 under the Securities Act; provided, that after the date on which the
Requesting Parties have collectively exhausted their respective rights to
request registrations under Section 1.1, the rights and obligations under this
Agreement of any individual holder of Registrable Securities shall terminate if
and when all of such holder's Registrable Securities are subject to immediate
resale 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.


                                       24
<PAGE>   28
                  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/ Frank Chandler
                                ------------------------------------------
                                Name:  Frank Chandler
                                Title: President


                             MCM HOLDING COMPANY LLC


                             By:       /s/ Eric D. Kogan
                                ------------------------------------------
                                Name:  Eric D. Kogan
                                Title: Manager



                             C.P. INTERNATIONAL INVESTMENTS LIMITED

                             By:       /s/ John Willinge
                                ------------------------------------------
                                Name:  John Willinge
                                Title: Executive Director and
                                       Attorney-in-Fact
<PAGE>   29
                                                                      SCHEDULE A


                            MCM HOLDING DISTRIBUTEES


                           See Attached List For Names
<PAGE>   30
                             MCM CAPITAL GROUP, INC.
                               OWNERSHIP SCHEDULE


Madison West Associates Corp.

Nelson Peltz Children's Trust

Jonathan P. May 1998 Trust

Leslie A. May 1998 Trust

Eric D. Kogan

Edward Garden

John L. Barnes, Jr.

JPAH Holdings, LLC

Brian L. Schorr

Stuart I. Rosen

James A. Knight

Alex Lemond