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                                                                   EXHIBIT 10.26

                      RESTRICTED STOCK PURCHASE AGREEMENT

               THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "AGREEMENT") is
made and entered into as of March 18, 1999 (the "EFFECTIVE DATE") by and between
EPS Solutions Corporation, a Delaware corporation (the "COMPANY") and Michael G.
Goldstein (the "PURCHASER").

               A. The Company has been formed for the purpose of providing cost
reduction, cost recovery and profit enhancement services and effective as of
December 14, 1998, the Company acquired approximately 38 companies engaged in
such business by means of acquisitions by the Company of all or substantially
all of the assets or stock or other equity interests of such companies
(collectively, the "INITIAL CONSOLIDATION TRANSACTIONS").

               B. The Company intends to acquire various other companies (the
"ADDITIONAL CONSOLIDATION TRANSACTIONS," and with the Initial Consolidation
Transactions, the "CONSOLIDATION TRANSACTIONS").

               C. The Purchaser is employed by the Company's wholly owned
subsidiary Enterprise Profit Solutions Corporation, a Delaware corporation
("EPS") or any of its affiliates (the "EMPLOYER") and has entered into that
certain Employment Agreement with the Employer (the "EMPLOYMENT AGREEMENT").

               D. The Purchaser and certain other persons are being offered an
opportunity to purchase shares of the common stock of the Company, par value
$0.001 per share (the "COMMON STOCK").

               E. The Shares (as hereinafter defined) shall be subject to
repurchase by the Company, in the Company's discretion, if certain performance
related milestones described herein are not met.

               F. The Shares shall be subject to certain additional restrictions
as set forth herein.

               G. The Purchaser desires to purchase and the Company desires to
sell the Shares as set forth in this Agreement.

               NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants hereinafter set forth, the Company and the Purchaser hereby
agree as follows:

1. SALE AND PURCHASE OF THE SHARES.

        1.1 SALE AND PURCHASE. Subject to the terms and conditions set forth
herein, the Company hereby sells and issues to the Purchaser, and the Purchaser
hereby purchases from the Company the number of shares of Series A Common Stock
set forth on Schedule 1.1 (the "SHARES") for the consideration of $1.20 per
Share, resulting in an aggregate purchase price as set forth on Schedule 1.1
(the "PURCHASE PRICE"). Concurrently herewith the Purchaser is paying to



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the Company in cash $0.001 per Share, resulting in an aggregate payment of the
amount set forth on Schedule 1.1 under the item "Cash Payment" (the "CASH
PAYMENT"). The obligation of the Purchaser to pay the remainder of the Purchase
Price in the amount set forth on Schedule 1.1 under the item "Note" is evidenced
by the Purchaser's delivery to the Company concurrently herewith of a secured
promissory note of the Purchaser in the form attached hereto as Exhibit A (the
"NOTE"). The Note is secured by a pledge of the Shares made pursuant to Section
5 of the Note. The Shares are sold pursuant to and governed by this Agreement
and not any other contract or plan of the Company.

        1.2 DELIVERIES. In exchange for the Cash Payment and the Note, the
Company is issuing the Shares in the Purchaser's name on the Company's stock
transfer ledger, and valid stock certificates representing the Shares (the
"CERTIFICATES") shall be held by the Company or its agent pending release
pursuant to Section 4.1(h).

2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and
warrants to the Company and its officers, directors and agents as follows:

        2.1 SECURITIES MATTERS.

               (a) The Purchaser understands that (i) neither the Shares nor the
offer and sale thereof are registered or qualified under the Securities Act of
1933, as amended (the "SECURITIES ACT") or any state securities or "Blue Sky"
laws, on the ground that the sale provided for in this Agreement and the
issuance of securities hereunder is exempt from registration and qualification
under Sections 4(2) and 18 of the Securities Act, and (ii) the Company's
reliance on such exemptions is predicated on the Purchaser's representations set
forth herein.

               (b) The Purchaser acknowledges that an investment in the Company
involves an extremely high degree of risk, lack of liquidity and substantial
restrictions on transferability and that the Purchaser may lose the Purchaser's
entire investment in the Shares.

               (c) The Company has made available to the Purchaser or the
Purchaser's advisors the opportunity to obtain information to evaluate the
merits and risks of the purchase of the Shares, and the Purchaser has received
all information requested from the Company. The Purchaser has had an opportunity
to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Shares and the business, properties, plans,
prospects, and financial condition of the Company and to obtain such additional
information as the Purchaser has deemed appropriate for purposes of investing in
the Shares pursuant to this Agreement.

               (d) The Shares to be acquired by the Purchaser hereunder will be
acquired for the Purchaser's own account, for investment purposes, not as a
nominee or agent, and not with a view to or for sale in connection with any
distribution of the Shares in violation of applicable securities laws.


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               (e) The Purchaser understands that no federal or state agency has
passed upon the Shares or made any finding or determination as to the fairness
of the investment in the Shares.

               (f) The Purchaser, personally or through advisors, has expertise
in evaluating and investing in private placement transactions of securities of
companies in a similar stage of development to the Company and has sufficient
knowledge and experience in financial and business matters to assess the
relative merits and risks of an investment in the Shares. In connection with the
purchase of the Shares, the Purchaser has relied solely upon independent
investigations made by the Purchaser, and has consulted the Purchaser's own
investment advisors, counsel and accountants. The Purchaser has adequate means
of providing for current needs and personal contingencies, and has no need for
liquidity and can sustain a complete loss of the investment in the Shares.

               (g) The Purchaser is an "Accredited Investor" as defined in Rule
501(a) under the Securities Act and has documented his or her accredited status
by delivery to the Company of a completed questionnaire in the form of Exhibit B
hereto attesting thereto (the "ACCREDITED INVESTOR QUESTIONNAIRE").

               (h) The Purchaser has not received any general solicitation or
general advertising concerning the Shares, nor is the Purchaser aware of any
such solicitation or advertising.

        2.2 REVOCATION, CANCELLATION. The Purchaser acknowledges that the
Purchaser shall not have any right to cancel, terminate or revoke this
Agreement, or rescind purchase of the Shares, or return the Shares for a refund.

        2.3 THE COMPANY AND THE CONSOLIDATION TRANSACTIONS.

        (a) The Purchaser is aware that:

               (i) The Company has recently been organized and has limited
financial and operating history.

               (ii) There can be no assurance that any particular Additional
Consolidation Transactions will occur, that the Company will be successful in
accomplishing the purpose for which it was formed or that it will ever be
profitable. No assurance can be given regarding (A) whether the companies
acquired by the Company in the Consolidation Transactions can be successfully
integrated and operated, or (B) what companies will ultimately be acquired by
the Company. No company is obligated to participate in the Additional
Consolidation Transactions unless a written agreement to such effect is entered
into by the Company and such Additional Consolidation Transaction company.

               (iii) No assurances can be given that an initial public offering
("IPO") of the Company's securities will occur. If an IPO does occur, no
assurances can be given as to timing


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of the IPO, whether the Purchaser will be able to participate, or the price at
which any shares of Common Stock would be sold.

               (iv) No assurances can be given as to the ultimate value of the
Common Stock or the Shares or the liquidity thereof.

               (v) All decisions regarding the Consolidation Transactions, any
IPO, and the Company's management and operations will be made by the Company's
management, and certain individuals involved in planning the Consolidation
Transactions and managing the business of the Company will have the right to
vote the Shares pursuant to the voting agreement referenced in Section 4.1(i).

        (b) The Purchaser acknowledges that no assurances have been made to the
Purchaser with respect to any of the foregoing and no representations, oral or
written, have been made to the Purchaser by the Company or any of its employees,
representatives or agents concerning the Shares, their potential value or the
prospects of the Company, except as set forth herein.

        (c) The proceeds from the sale of the Common Stock to the Sponsors and
the Founders are intended to be used by the Company for general and
administrative expenses and working capital. The proceeds from such sales may be
exhausted notwithstanding failure of the Company to achieve its objectives.

        2.4 ENFORCEABILITY OF TRANSACTION DOCUMENTS. This Agreement and all
other documents to be delivered in connection herewith (collectively, the
"TRANSACTION DOCUMENTS") have been (or upon execution and delivery will have
been) duly executed and delivered by the Purchaser, and (assuming due execution
and delivery by the other parties thereto) constitute (or upon execution by the
Purchaser will constitute) legal, valid and binding obligations of the
Purchaser, except as such enforceability may be limited by general principles of
equity and bankruptcy, insolvency, reorganization and moratorium and other
similar laws relating to creditors' rights (the "BANKRUPTCY EXCEPTION").

        2.5 BROKERS. No broker, finder, investment banker, or other person is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of the Purchaser.

        2.6 TAX MATTERS. The Purchaser has received tax advice from the
Purchaser's own advisors and has not received, and is not relying upon, any tax
representations or advice from the Company or any representative of the Company.

        2.7 SUMMARY OF CERTAIN CONSIDERATIONS. The Purchaser acknowledges
receipt and understanding of the Summary of Certain Considerations attached
hereto as Exhibit C.

        2.8 ACCURACY OF INFORMATION. No representation or warranty made by the
Purchaser contained in this Agreement or in any other Transaction Document
contains or will contain an untrue statement of a material fact or omits or will
omit to state a material fact required to be


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stated herein or therein or necessary to make the statements and facts contained
herein or therein not materially false or misleading.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to the Purchaser that:

        3.1 ORGANIZATION AND CORPORATE AUTHORITY. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement and the other Transaction Documents to be executed and delivered by
the Company have been (or upon execution and delivery by the Company will have
been) duly executed and delivered by the Company, have been effectively
authorized by all necessary action of the Company, corporate or otherwise, and
(assuming due execution and delivery by the other parties thereto) constitute
(or upon execution and delivery by the Company will constitute) legal, valid and
binding obligations of the Company, except as such enforceability may be limited
by the Bankruptcy Exception.

        3.2 NO CONFLICT OR VIOLATION. The execution, delivery and performance by
the Company of the Transaction Documents to be executed and delivered by the
Company and the consummation of the transactions contemplated thereby do not and
will not: (i) violate or conflict with any provision of the charter documents or
bylaws of the Company; or (ii) violate any provision or requirement of any
domestic or foreign, federal, state or local law, statute, judgment, order,
writ, injunction, decree, award, rule, or regulation of any court, arbitrator,
federal, state, local or foreign government agency, regulatory body, or other
governmental authority or any department, agency, board, commission, bureau or
instrumentality of any of the foregoing (each a "GOVERNMENTAL ENTITY," and
collectively "GOVERNMENTAL ENTITIES") applicable to the Company.

        3.3 CAPITALIZATION. The authorized capital stock of the Company consists
of 240,000,000 shares of Common Stock, of which 200,000,000 are Series A Common
Stock and 40,000,000 are Series B Common Stock; and 10,000,000 shares of
undesignated preferred stock. All capital stock of the Company has a par value
of $0.001 per share. Holders of Series B Common Stock are entitled to elect all
the directors in one of the Company's three classes of directors, with the
holders of the Series A Common Stock entitled to elect the remaining directors.
In all other respects, the Series A Common Stock and the Series B Common Stock
is identical. The Shares, when issued, sold, and delivered in accordance with
the terms of this Agreement for the consideration expressed herein will be duly
and validly issued, fully paid, and nonassessable, except that the Purchaser may
be required to pay amounts owed under the Note.

        3.4 ENFORCEABILITY OF TRANSACTION DOCUMENTS. This Agreement and the
other Transaction Documents have been (or upon execution and delivery will have
been) duly executed and delivered by the Company, and (assuming due execution
and delivery by the other parties thereto) constitute (or upon execution by the
Company will constitute) legal, valid and binding obligations of the Company,
except as such enforceability may be limited by the Bankruptcy Exception.


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        3.5 ACCURACY OF INFORMATION. No representation or warranty made by the
Company contained in this Agreement or in any other Transaction Document
delivered by the Company contains or will contain any untrue statement of a
material fact or omits or will omit to state any material fact necessary in
order to make the statements and facts contained herein or therein not
materially false or misleading.

4. CERTAIN UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES.

        4.1 PERFORMANCE RESTRICTIONS, STOCKHOLDER AND VOTING AGREEMENTS.

        (a) The Shares are subject to "RESTRICTIONS" and may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated
or encumbered until the Shares "vest" by the lapse of the Restrictions as set
forth in Section 4.1(b) and any additional requirements or restrictions
contained herein have been satisfied, terminated or expressly waived by the
Company in writing. Any attempted transfer in violation of such Restrictions
will be void.

        (b) The Restrictions will lapse and the Shares will vest in accordance
with the provisions in Schedule 4 (the "VESTING SCHEDULE"), provided, however,
that the Company, in its discretion, may from time to time accelerate the
vesting of any Shares at any time or forgive Restrictions and allow Shares or
restricted shares owned by any other party to vest notwithstanding that the
conditions to vesting thereof may not have been satisfied.

        (c) In addition to any repurchase rights of the Company set forth in
Schedule 4, the Company, or its assignee, may, in the Company's discretion, at
any time and from time to time for a period of one (1) year following the end of
each Measurement Period (as described in Schedule 4), repurchase from the
Purchaser at the price per Share that the Purchaser paid to the Company, and the
Purchaser will sell to the Company, any or all of the Shares that were eligible
to vest but did not vest in accordance with the Vesting Schedule for such
Measurement Period. Shares originally corresponding to any Measurement Period
that cannot vest because of failure prior to the end of that Measurement Period
of conditions to vesting thereof may be repurchased at any time and from time to
time from the failure of such conditions to the end of the applicable repurchase
period specified herein. Any Shares that do not vest in accordance with the
Vesting Schedule shall be subject to repurchase by the Company regardless of the
services performed, or other consideration given, by the Purchaser to the
Company. Shares not vested in accordance with the Vesting Schedule but not
repurchased by the Company during the applicable repurchase periods described
herein (including in Schedule 4) shall vest.

        (d) (i) Termination of the Purchaser's employment by the Employer under
the circumstances described in Schedule 4 under the heading "Vesting Upon
Certain Termination of Employment" will cause vesting as described therein,
provided that the vesting of any Shares upon termination of the Purchaser's
employment with the Employer, or subsequent to such termination shall be
contingent upon execution and delivery by the Purchaser to the Company of an
unconditional release in form satisfactory to the Company of all claims against
the Company or any of its officers, directors or affiliates arising from or in
connection with this Agreement or the Purchaser's employment with the Employer
or the termination of that employment. Upon


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such a termination of employment, any Shares that do not vest as described
therein will be subject to repurchase in the manner described in Section
4(d)(ii).

               (ii) In case of termination of the Purchaser's employment by the
Employer for any reason other than a reason that causes vesting as described in
Schedule 4, the Company or its assignee may, in the Company's discretion, at any
time and from time to time for a period of one (1) year following the
termination of employment, repurchase from the Purchaser at the price per Share
that the Purchaser paid to the Company, and the Purchaser will sell to the
Company, any or all of the Shares designated by the Company that have not vested
as of the date of termination of employment.

               (iii) In addition to the Company's repurchase rights set forth
above, if any of the events or circumstances constituting "Cause" listed in
Schedule 1 of the Purchaser's Employment Agreement occurs at any time before the
end of the final Measurement Period, then notwithstanding any vesting provided
for herein the Company or its assignee may, in the Company's discretion, at any
time and from time to time for a period of one (1) year following such
occurrence, repurchase from the Purchaser at the price per Share that the
Purchaser paid to the Company, and the Purchaser will sell to the Company, any
or all Shares designated by the Company that had not vested at the time of such
occurrence, or that vested effective as of a date within 365 days before such
occurrence.

        (e) (i) The purchase price for any repurchase pursuant to this Section
4.1 shall be paid, (A) by deducting the purchase price from any amount
outstanding on the Note and canceling the Note upon deduction of the full amount
outstanding on the Note, if applicable; and (B) if the purchase price exceeds
the amount outstanding on the Note, in the Company's discretion, in cash or by a
promissory note bearing interest at 7% and payable in up to 12 equal monthly
amortizing installments of principal and accrued interest, or any combination of
cash and such a promissory note.

               (ii) If the Company wishes to exercise its right to repurchase
any Shares under this Agreement but the Purchaser cannot deliver such Shares to
the Company because such Shares have previously been sold by the Purchaser, the
Company may, in its discretion, upon payment to the Purchaser of the price per
Share that the Purchaser paid to the Company, recover from the Purchaser, and
the Purchaser shall deliver to the Company, all proceeds to the Purchaser of the
sale of such Shares (or the cash value thereof), such that the Purchaser retains
no benefit from having owned the Shares.

        (f) The exercise of the Company's right to repurchase Shares or to
accelerate vesting or forgive Restrictions pursuant to this Section 4.1, and its
right to repurchase Common Stock purchased by third parties that are subject to
restrictions, or to accelerate vesting or forgive Restrictions applicable to
such Common Stock, shall be within the discretion of the Company. The Company
may (but will not be required to) exercise its right to repurchase, accelerate,
or forgive Restrictions with respect to any or all shares of restricted Common
Stock owned by the Purchaser or other third party without incurring any
obligation to repurchase, accelerate, or


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forgive Restrictions with respect to any other Common Stock owned by the
Purchaser or any other third party.

        (g) The Shares shall be subject to a Stockholder Agreement in the form
attached hereto as Exhibit D (the "STOCKHOLDER AGREEMENT") restricting transfers
and imposing certain obligations upon the Purchaser, which must be executed and
delivered by the Purchaser as described in Section 5.2(b). Shares that have
vested shall nevertheless be governed by the Stockholder Agreement. The
Company's repurchase rights hereunder will supersede the purchase provisions of
the Stockholder Agreement.

        (h) The Company will release the Certificates representing Shares as
such Shares become free of both the Restrictions and the Stockholder Agreement,
provided that (a) the Purchaser has paid to the Company the full Purchase Price
for such Shares, and an amount sufficient to satisfy any taxes or other amounts
required by any Governmental Entity to be withheld and paid over to such
Governmental Entity for the Purchaser's account, or otherwise made arrangements
satisfactory to the Company for payment of such amounts through withholding or
otherwise, and (b) the Purchaser has, if requested by the Company, made
appropriate representations in a form satisfactory to the Company that such
Shares will not be transferred other than (i) pursuant to an effective
registration statement under the Securities Act, or an applicable exemption from
the registration requirements of the Securities Act; (ii) in compliance with all
applicable state securities laws and regulations; and (iii) in compliance with
all terms and conditions of the Stockholder Agreement.

        (i) The Shares shall be subject to a Voting Agreement in the form
attached hereto as Exhibit E (the "VOTING AGREEMENT"), which must be executed
and delivered by the Purchaser as described in Section 5.2(b).

        4.2 SECURITIES RESTRICTIONS.

        (a) In addition to the contractual restrictions on transfer set forth in
this Agreement and the Stockholder Agreement, the Shares (or interests therein)
cannot be offered, sold or transferred unless the Shares are registered and
qualified under the Securities Act and applicable state securities laws or
exemptions from such registration and qualification requirements are available,
or such registration and qualification requirements are inapplicable, as
reflected in an opinion of counsel to the Purchaser in form and substance
reasonably satisfactory to the Company. In the absence of an effective
registration statement covering the Shares or an available exemption from
registration under the Securities Act and applicable state securities laws, the
Shares must be held indefinitely and may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that rule
are met.

        (b) In addition to any legends required by the Stockholder Agreement and
the Voting Agreement, the Certificates will bear a legend to the effect set
forth below, and appropriate stop transfer instructions against the Shares will
be placed with any transfer agent of the Company to ensure compliance with the
restrictions set forth herein.


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                    "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
        LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED,
        PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND
        ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED
        AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES OR OTHER EVIDENCE,
        SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
        NOT REQUIRED."

        (c) Each recipient of Shares or interests therein shall, as a condition
to transfer of any Shares or interest therein, cause the transferee to enter
into the Stockholder Agreement and the Voting Agreement, provided that, with
respect to each such agreement, this requirement will not apply to transfers
made after the agreement has terminated.

        (d) In connection with any underwritten public offering of securities of
the Company or any of its affiliates within three (3) years of the date hereof,
if the managing underwriter believes that it is appropriate in connection with
the offering to limit public sales of such securities by Company's stockholders,
the Purchaser will agree to the managing underwriter's standard form of "lock
up" agreement prohibiting transfers of any Common Stock owned by the Purchaser,
including without limitation shares acquired other than pursuant hereto (other
than shares included in the offering) for such period as may be required by the
managing underwriter not to exceed twenty (20) days prior to, and one hundred
and eighty (180) days after, the effective date of the registration statement
for such offering, provided however, that (i) such lock up provision may not be
invoked more than once in any 365 day period, (ii) such lock up provision will
be contingent upon the officers and directors of the registrant entering into
similar lock up agreements, and (iii) the Purchaser will not be required to
comply with this lock up provision if any other stockholder owning more shares
of Common Stock than the Purchaser and who is subject to a contractual lock up
provision similar to this one has been released from such lock up obligation.

        4.3 STOCKHOLDER RIGHTS. During the period prior to the lapse and removal
of the Restrictions, except as otherwise provided herein, and subject to the
Voting Agreement, the Purchaser will have all of the rights of a stockholder of
the Company with respect to all of the Shares, including without limitation the
right to receive all dividends or other distributions with respect to such
Shares. In connection with the payment of such dividends or other distributions,
the Company will be entitled to deduct any taxes or other amounts required by
any Governmental Entity to be withheld and paid over to such Governmental Entity
for the Purchaser's account.

        4.4 MERGER, CONSOLIDATION OR REORGANIZATION. In the event of a merger,
consolidation or reorganization of the Company in which the Common Stock of the
Company is exchanged for cash, securities or other property (the "EXCHANGE
CONSIDERATION"), the Purchaser will be entitled to receive a proportionate share
of the Exchange Consideration in exchange for the Shares the Purchaser owns at
the time of such merger, consolidation or reorganization;


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provided, however, that the Purchaser's share of the Exchange Consideration
shall be subject to the Restrictions not yet satisfied, unless the Board of
Directors of the Company, in its discretion, accelerates the vesting and
forgives the Restrictions.

        4.5 SECTION 83(b) ELECTION. The Purchaser may make an election pursuant
to Section 83(b) of the Internal Revenue Code, or comparable provisions of any
state tax law, to include in the Purchaser's gross income the amount by which
the fair market value of the Shares the Purchaser acquires exceeds the price
paid therefor only if, prior to making any such election, the Purchaser (a)
notifies the Company of the Purchaser's intention to make such election, by
delivering to the Company a copy of the fully-executed Section 83(b) Election
Form attached hereto as Exhibit F, and (b) pays to the Company an amount
sufficient to satisfy any taxes or other amounts required by any Governmental
Entity to be withheld or paid over to such Governmental Entity for the
Purchaser's account, or otherwise makes arrangements satisfactory to the Company
for the payment of such amounts through withholding or otherwise.

        4.6 NO RIGHT TO CONTINUED EMPLOYMENT. Neither this Agreement nor the
ownership of the Shares confers upon the Purchaser any right to continue as an
employee of the Employer, or limits in any way the right of the Employer to
terminate the Purchaser's services to the Employer at any time, with or without
cause. Such matters are addressed, if at all, only pursuant to the Employment
Agreement.

        4.7 REGISTRATION.

        (a) The Purchaser will have no rights to demand registration of any of
the Shares, or to participate in any registration undertaken by the Company
except as set forth in this Section 4.7. If the Company files a registration
statement with the Securities and Exchange Commission for an underwritten IPO of
its equity securities or any subsequent underwritten public offering within
twenty-four (24) months of the closing of the IPO (not including a registration
statement filed in connection with an acquisition or employee benefit plan), and
if the managing underwriter of such offering believes that the market will
accommodate selling stockholders in the offering, then the Purchaser shall have
the right, subject to the limitations set forth in this Section 4.7(a), to
include in such registration statement or statements and offering or offerings
Shares and other Common Stock owned by the Purchaser. Other stockholders
(including but not limited to stockholders who acquired Common Stock in the
Consolidation Transactions and stockholders who acquired Common Stock in the
formation, or work on behalf of, the Company) will have rights to include shares
of Common Stock in such offering, and if the aggregate amount of shares that all
stockholders with such rights (collectively, the "SELLING STOCKHOLDERS") desire
to include exceeds the number of shares of Common Stock that can be sold by all
Selling Stockholders, then all Selling Stockholders desiring to sell in any such
offering will participate pro-rata on the basis of the relative numbers of
shares of Common Stock eligible for inclusion that they originally sought to
include. However, notwithstanding the foregoing no Selling Stockholder will be
permitted to include in any such registration and offering (i) any Shares
subject to performance-related restrictions at the time of filing of the
registration statement for such offering, or (ii) more than, in the aggregate
for all such registrations and offerings, half of the Shares and other Common
Stock owned by the Purchaser


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as of the date hereof. Furthermore, in no case will the Purchaser be permitted
to include in the IPO registration and offering more than the number of Shares
listed on Schedule 1.1 under the item "Maximum IPO Shares."

        (b) If the Purchaser acting pursuant to this Section 4.7 includes any
securities in any registration of the Company, the Company will agree to
indemnify the Purchaser from and against any claims, costs and liabilities
incurred by the Purchaser as a result of any untrue, or alleged untrue,
statement of a material fact contained in any registration statement,
preliminary prospectus or prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or caused by any
omission, or alleged omission, to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, costs or liabilities are caused by any untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by the Purchaser
expressly for use therein, for which the Purchaser will be responsible.

        (c) Shares may only be included in a registration and offering pursuant
to this Section 4.7, pursuant to the underwriting agreement negotiated between
the Company and the underwriters, and the Purchaser must enter into the
underwriting agreement with respect to any Shares to be included in the
registration and offering. The Purchaser shall pay (i) all underwriting
discounts and commissions applicable to any such sale of shares, (ii) the
Purchaser's ratable share (based on the relative number of shares of Common
Stock included in the offering) of any fees and disbursements of a single
counsel for all Selling Stockholders, which counsel shall be selected by the two
(2) stockholders (or affiliated stockholder groups) selling the most shares in
the offering, and (iii) the fees and costs of any separate counsel retained by
the Purchaser alone.

        (d) At all times that equity securities of the Company are registered
pursuant to the Securities Exchange Act of 1934, as amended, the Company shall
use its best efforts to fulfill all conditions applicable to a registrant as are
necessary to enable selling security holders of the Company to make sales
pursuant to Rule 144 under the Securities Act.

        4.8 INDEMNIFICATION. The Purchaser shall indemnify, defend and hold
harmless the Company, its affiliates, their successors and assigns, and the
officers, directors, employees and agents of any of them, from and against any
and all losses, liabilities, claims, damages, obligations, assessments,
penalties, interests, demands, actions and expenses (including, without
limitation, settlement costs and any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim) arising out of or in connection with or based upon (i)
any false acknowledgment, representation or warranty, or breach or failure by
the Purchaser to comply with any covenant or agreement, made by the Purchaser
herein or in any other Transaction Document or (ii) any actions of Purchaser
outside the Purchaser's scope of employment with EPS.


                                       11
<PAGE>   12

        4.9 ENFORCEMENT OF THE AGREEMENT.

        (a) The Company and the Purchaser acknowledge that irreparable damage
would occur if any of the obligations of the parties under this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. Either party shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement by the other and to enforce specifically the
terms and provisions hereto, this being in addition to any other remedy to which
such party is entitled at law or in equity.

        (b) Concurrent herewith, the Purchaser shall deliver a stock power
executed by the Purchaser and the Purchaser's spouse, if applicable (the "STOCK
POWER"), in blank to the Secretary of the Company, to hold in escrow to
facilitate the enforcement of restrictions on transfer of the Shares set forth
herein or in the Stockholder Agreement. The Company shall have the right, in its
discretion, to exercise the Stock Power if the Company becomes entitled to
repurchase any or all of the Shares pursuant to the provisions of this Agreement
or the Stockholder Agreement.

        4.10 SUPPLEMENTAL DISCLOSURE. Until the second anniversary of the
Effective Date, the Purchaser shall promptly provide written notice to the
Company with particularity of any breach or inaccuracy of any representation,
warranty, agreement or covenant contained herein or in any other Transaction
Document.

5. CONCURRENT DELIVERIES.

        5.1 DELIVERIES BY THE COMPANY. Concurrent herewith, the Company shall
deliver to the Purchaser a photocopy of the Certificates issued in the
Purchaser's name.

        5.2 DELIVERIES BY THE PURCHASER.

        (a) The Cash Payment. Concurrent herewith, the Purchaser shall deliver
to the Company the Cash Payment.

        (b) Documents of the Purchaser. In addition to the Note and the
Accredited Investor Questionnaire, concurrent herewith and as a condition to
receipt of any Shares, the Purchaser shall execute and deliver to the Company,
each dated the Effective Date:

               (i) The Stockholder Agreement described in Section 4.1(g);

               (ii) The Voting Agreement described in Section 4.1(i); and

               (iii) The Stock Power described in Section 4.9(b).

        (c) Other Closing Documents. The Company shall receive such other duly
executed certificates, instruments and documents in furtherance of the
transactions contemplated by this Agreement and the other Transaction Documents
as the Company may reasonably request.


                                       12
<PAGE>   13

6. MISCELLANEOUS.

        6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Regardless of any
party's investigations prior to the date hereof, the representations and
warranties contained herein and in the other Transaction Documents shall survive
the execution and delivery hereof and the purchase and sale of the Shares.

        6.2 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given upon personal delivery
or three (3) business days after being mailed by certified or registered mail,
postage prepaid, return receipt requested, or one (1) business day after being
sent via a nationally recognized overnight courier service if overnight courier
service is requested from such service or upon receipt of electronic or other
confirmation of transmission if sent via facsimile, to the parties, their
successors in interest or their assignees at the addresses and telephone numbers
set forth on the signature page hereof or at such other addresses or telephone
numbers as the parties may designate by written notice in accordance with this
Section 6.2.

        6.3 ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement and any of the
rights, interests or obligations hereunder may not be assigned by any of the
parties hereto except that the Company may assign this Agreement or any of its
rights hereunder to its affiliates or to successors to all or substantially all
of its business. Nothing in this Agreement will confer upon any person or entity
not a party to this Agreement, or the legal representatives of such person or
entity, any rights or remedies of any nature or kind whatsoever under or by
reason of this Agreement.

        6.4 GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, without
regard to its conflicts-of-law principles.

        6.5 COUNTERPARTS. This Agreement and the other Transaction Documents may
be executed in counterparts, each of which shall be deemed an original, but all
of which shall constitute but one and the same instrument.

        6.6 COMPLETE AGREEMENT. This Agreement, the exhibits and schedules
hereto, and the other Transaction Documents contain the entire agreement between
the parties hereto with respect to the subject matter contemplated herein and
therein and supersede all previous oral and written and all contemporaneous oral
negotiations, commitments, and understandings with respect thereto. The parties
acknowledge that their agreements hereunder were not procured through
representations or agreements not set forth herein or therein.

        6.7 AMENDMENTS. This Agreement and the other Transaction Documents may
be amended only by written instrument duly executed and delivered by the parties
hereto or thereto, as the case may be.

        6.8 CONSTRUCTION. The headings contained in this Agreement and the other
Transaction Documents are for reference purposes only and shall not affect in
any way the


                                       13
<PAGE>   14

meaning or interpretation hereof or thereof. References herein or therein to
Articles, Sections, Schedules and Exhibits refer to the referenced Articles,
Sections, Schedules or Exhibits hereof or thereof as the case may be, unless
otherwise specified. This Agreement and the other Transaction Documents shall be
deemed the joint work product of the parties hereto or thereto without regard to
the identity of the draftsperson, and any rule of construction that a document
shall be interpreted or construed against the drafting party shall not be
applicable.

        6.9 SEVERABILITY. Any provision of this Agreement or any other
Transaction Document which is invalid, illegal, or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity, illegality, or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provision of this Agreement or any other Transaction Document invalid,
illegal, or unenforceable in any other jurisdiction.

        6.10 EXPENSES OF TRANSACTIONS. All fees, costs and expenses incurred by
the Company or the Purchaser in connection with the transactions contemplated by
this Agreement and the other Transaction Documents shall be borne by the party
incurring the same.

        6.11 ARBITRATION.

        (a) (i) Any controversy or claim arising out of or relating to this
Agreement shall be solely and finally settled by arbitration administered by the
American Arbitration Association (the "AAA") in accordance with its Commercial
Arbitration Rules as then in effect (the "RULES"), except to the extent such
Rules vary from the following provisions. Notwithstanding the previous sentence,
the parties hereto may seek provisional remedies in courts of appropriate
jurisdiction and such request shall not be deemed a waiver of the right to
compel arbitration of a dispute hereunder.

               (ii) If any controversy or claim arising out of or relating to
this Agreement also arises out of or relates to the employment of the Purchaser
by the Employer, the provisions of this Agreement governing dispute resolution
shall govern resolution of such controversy or claim. The provisions of this
Agreement governing dispute resolution supersede any provisions relating to such
matters in any employment agreement between the Purchaser and the Employer.

               (iii) The arbitration shall be conducted by one independent and
impartial arbitrator, appointed by the AAA; provided however, if the claim and
any counterclaim, in the aggregate, together with other arbitrations that are
consolidated pursuant to Section 6.11(f), exceed Five Hundred Thousand Dollars
($500,000) (the "THRESHOLD"), exclusive of interest and attorneys' fees, the
dispute shall be heard and determined by three (3) arbitrators as provided
herein (such arbitrator or arbitrators are hereinafter referred to as the
"ARBITRATOR"). The judgment of the award rendered by the Arbitrator may be
entered in any court having jurisdiction thereof. The arbitration proceedings
shall be held in Orange County, California unless the parties agree to another
location.

        (b) If a party hereto determines to submit a dispute for arbitration
pursuant to this Section 6.11, such party shall furnish the other party with
whom it has the dispute with a notice


                                       14
<PAGE>   15

of arbitration as provided in the Rules (an "ARBITRATION NOTICE") which, in
addition to the items required by the Rules, shall include a statement of the
nature, with reasonable detail, of the dispute. A copy of the Arbitration Notice
shall be concurrently provided to the AAA, along with a copy of this Agreement,
and if pursuant to Section 6.11(a) one (1) Arbitrator is to be appointed, a
request to appoint the Arbitrator. If a party has a counterclaim against the
other party, such party shall furnish the party with whom it has the dispute a
notice of such claim as provided in the Rules (a "NOTICE OF COUNTERCLAIM")
within ten (10) days of receipt of the AAA's acknowledgement of its receipt of
the Arbitration Notice, which, in addition to the items required by the Rules,
shall include a statement of the nature, with reasonable detail, of the dispute.
A copy of the Notice of Counterclaim shall be concurrently provided to the AAA.
If the claim set forth in the Notice of Counterclaim causes the aggregate amount
in dispute to exceed the Threshold, the Notice of Counterclaim shall so state.
If pursuant to Section 6.11(a) three (3) Arbitrators are to be appointed, within
fifteen (15) days after receipt of the Arbitration Notice or the Notice of
Counterclaim as applicable, each party shall select one person to act as
Arbitrator and the two (2) selected shall select a third arbitrator within ten
(10) days of their appointment. If the Arbitrators selected by the parties are
unable or fail to agree upon the third arbitrator within such time, the third
arbitrator shall be selected by the AAA. Each arbitrator shall be a practicing
attorney or a retired or former judge with at least twenty (20) years experience
with and knowledge of securities laws, complex business transactions, and
mergers and acquisitions.

        (c) Once the Arbitrator is selected, the Arbitrator shall schedule a
pre-hearing conference to reach agreement on procedural and scheduling matters,
arrange for the exchange of information, obtain stipulations and attempt to
narrow the issues.

        (d) At the pre-hearing conference, the Arbitrator shall have the
discretion to order, to the extent the Arbitrator deems relevant and
appropriate, that each party may (i) serve a maximum of one set of no more than
twenty (20) requests for production of documents and one set of ten (10)
interrogatories (without subparts) upon the other parties; and (ii) depose a
maximum of three (3) witnesses. All objections to discovery are reserved for the
arbitration hearing except for objections based on privilege and proprietary or
confidential information. The responses to the document demand, the documents to
be produced thereunder, and the responses to the interrogatories shall be
delivered to the propounding party thirty (30) days after receipt by the
responding party of such document demand or interrogatory. Each deposition shall
be taken on reasonable notice to the deponent, and must be concluded within four
(4) hours and all depositions must be taken within forty-five (45) days
following the pre-hearing conference. Any party deposing an opponent's expert
must pay the expert's fee for attending the deposition. All discovery disputes
shall be decided by the Arbitrator.

        (e) The parties must file briefs with the Arbitrator at least three (3)
days before the arbitration hearing, specifying the facts each intends to prove
and analyzing the applicable law. The parties have the right to representation
by legal counsel throughout the arbitration proceedings. The presentation of
evidence at the arbitration hearing shall be governed by the Federal Rules of
Evidence. Oral evidence given at the arbitration hearing shall be given under
oath. Any party desiring a stenographic record may secure a court reporter to
attend the


                                       15
<PAGE>   16

arbitration proceedings. The party requesting the court reporter must notify the
other parties and the Arbitrator of the arrangement in advance of the hearing,
and must pay for the cost incurred.

        (f) Any arbitration can be consolidated with one or more arbitrations
involving other parties, which arise under agreement(s) between the Company and
such other parties, if more than one such arbitration is commenced and any party
thereto contends that two or more arbitrations are substantially related and
that the issues should be heard in one proceeding. The Arbitrator selected in
the first-filed of such proceedings shall determine whether, in the interests of
justice and efficiency, the proceedings should be consolidated before that
Arbitrator.

        (g) The Arbitrator's award shall be in writing, signed by the Arbitrator
and shall contain a concise statement regarding the reasons for the disposition
of any claim.

        (h) To the extent permissible under applicable law, the award of the
Arbitrator shall be final. It is the intent of the parties that the arbitration
provisions hereof be enforced to the fullest extent permitted by applicable law.

        6.12 SUBMISSION TO JURISDICTION. All actions or proceedings arising in
connection with this Agreement or any other Transaction Document for preliminary
or injunctive relief or matters not subject to arbitration, if any, shall be
tried and litigated exclusively in the state or federal courts located in the
County of Orange, State of California. The aforementioned choice of venue is
intended by the parties to be mandatory and not permissive in nature, thereby
precluding the possibility of litigation between the parties with respect to or
arising out of this Agreement or any other Transaction Document in any
jurisdiction other than that specified in this paragraph. Each party hereby
waives any right it may have to assert the doctrine of forum non conveniens or
similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this paragraph, and stipulates and acknowledges that it has had
sufficient minimum contacts with California such that the State and Federal
courts located in the County of Orange, State of California shall have in
personam jurisdiction over each of them for the purpose of litigating any such
dispute, controversy, or proceeding. Each party hereby authorizes and accepts
service of process sufficient for personal jurisdiction in any action against it
as contemplated by this Section by registered or certified mail, return receipt
requested, postage prepaid, to its address for the giving of notices as set
forth in Section 6.2. Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law.

        6.13 ATTORNEYS' FEES. If the Purchaser brings any action, suit,
counterclaim, cross-claim, appeal, arbitration, or mediation for any relief
against the Company, or if the Company brings any action, suit, counterclaim,
cross-claim, appeal, arbitration, or mediation for any relief against the
Purchaser, declaratory or otherwise, to enforce the terms of or to declare
rights under this Agreement or any other Transaction Document (collectively, an
"ACTION"), in addition to any damages and costs which the Prevailing Party
otherwise would be entitled, the non-Prevailing Party shall pay to the
Prevailing Party a reasonable sum for attorneys' fees and costs (at the
Prevailing Party's attorneys' then-prevailing rates) incurred in bringing and
prosecuting or defending such Action and/or enforcing any judgment, order,
ruling, or award (collectively, a "DECISION") granted therein, all of which
shall be deemed to have accrued on the commencement


                                       16
<PAGE>   17

of such Action and shall be paid whether or not such action is prosecuted to a
Decision. Any Decision entered in such Action shall contain a specific provision
providing for the recovery of attorneys' fees and costs incurred in enforcing
such Decision.

        For the purposes of this Section, attorneys' fees shall include, but not
be limited to, fees incurred in the following: (1) post-judgment motions and
collection actions; (2) contempt proceedings; (3) garnishment, levy and debtor
and third party examinations; (4) discovery; and (5) bankruptcy litigation.

        "PREVAILING PARTY" within the meaning of this Section includes, without
limitation, a party who agrees to dismiss an action on the other party's payment
of the sum allegedly due or performance of the covenants allegedly breached, or
who obtains substantially the relief sought by it. If there are multiple claims,
the Prevailing Party shall be determined with respect to each claim separately.
The Prevailing Party shall be the party who has obtained the greater relief in
connection with any particular claim, although, with respect to any claim, it
may be determined that there is no Prevailing Party.

        IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

EPS SOLUTIONS CORPORATION                   PURCHASER


By: /s/ DAVID H. HOFFMAN                    By: /s/ MICHAEL G. GOLDSTEIN
   ------------------------------              ---------------------------------
Name: David H. Hoffman                          Michael G. Goldstein
     ----------------------------
Title: CEO
      ---------------------------
Address:                                    Address:

695 Town Center Drive, Suite 400            ------------------------------------
Costa Mesa, California 92626                ------------------------------------

Telephone No.: (714) 429-5500               Telephone No.:______________________
Facsimile No.:  (714) 429-5559              Facsimile No.:______________________




                                       17
<PAGE>   18

SCHEDULES

1.1     Shares and Purchase Price
4       Vesting Schedule


EXHIBITS

A.      Form of the Note
B.      Form of the Accredited Investor Questionnaire
C.      Summary of Certain Considerations
D.      Form of the Stockholder Agreement
E.      Form of the Voting Agreement
F.      Section 83(b) Election Form




<PAGE>   19

                                  SCHEDULE 1.1

                            SHARES AND PURCHASE PRICE


        Aggregate Number of Shares:                               100,000

        Aggregate Purchase Price:                                $120,000

               Cash Payment:    $100.00

               Note:            $119,900

        Maximum IPO Shares:                                        20,000


        Type of Shares:

               Five-Year Time Vesting Shares




<PAGE>   20

                                   SCHEDULE 4

                                VESTING SCHEDULE

BASIC TERMS.

        VESTING. The shares consist of the Types of Shares identified on
Schedule 1.1. Subject to the terms and conditions set forth in this Agreement,
the Restrictions applicable to each Type of Shares will lapse, and Shares of
that Type will vest, if and when the conditions to vesting of that Type of
Shares, as set forth in this Schedule 4, are met. However, except as set forth
in this Schedule 4, in order for any Shares eligible for vesting for any
Measurement Period to vest, the Purchaser must have remained an employee of the
Company, or an affiliate of the Company, from the date hereof through the last
day of that Measurement Period. In addition, as a condition to each and every
vesting of Shares, the Purchaser must execute and deliver to the Company a
release, in form and substance satisfactory to the Company, releasing the
Company and all of its affiliates from any claims or liabilities arising from or
in connection with the employment of the Purchaser by the Company or any of its
Affiliates.

        Any vesting for a Measurement Period will be effective as of the close
of business on the last day of that Measurement Period, but vesting for any
Measurement Period will not be finally determined until it is finally determined
through year-end closing of the books, audits and any other necessary
procedures, whether any performance requirements associated with particular
Shares for that Measurement Period have been met. In no case will the total
number of any particular Type of Shares that the Purchaser has the right to have
vested for any Measurement Period exceed the product of the total number of that
Type of Shares and the applicable Vesting Percentage corresponding to that
Measurement Period. Fractional vested Shares will be carried forward and
combined to constitute whole vested Shares that can be issued, or cashed out by
the Company at fair market value following determination of whether any
performance requirements associated with the last Measurement Period have been
met.

        VESTING WITHIN FIRST YEAR:


        VESTING UPON CERTAIN TERMINATION OF EMPLOYMENT:

        If employment of the Purchaser with the Company or an affiliate of the
Company is terminated by death or by the Company without "Cause" or by
"Disability" (as defined below), and if the performance requirements, if any,
associated with any particular Shares for the applicable Measurement Period in
which the employment of the Purchaser is terminated are met, the Restrictions
will lapse with respect to such portion of those Shares as is equal to the
product of the number of those Shares times a fraction, the numerator of which
is the number of days in such Measurement Period with which those Shares are
associated through the date of termination of the employment of the Purchaser,
and the denominator of which is 365. There shall be no



<PAGE>   21

proportional partial vesting for such Measurement Period in respect of partial
satisfaction of performance requirements.

DEFINITIONS.

        For purposes hereof:

        "CAUSE" means the occurrence of any one or more of the following events
or circumstances, provided however, that if any such event or circumstance is
susceptible to cure by the Purchaser without damage to the Company, such event
or circumstance will not constitute Cause unless the Purchaser has failed to
cure such event or circumstance within 15 days after receipt by the Purchaser of
written notice thereof: the Purchaser engages in (i) any wrongful conduct or
knowingly violates any reasonable rule or regulation of the Employer's Board of
Directors, the Employer's President or Chief Executive Officer or the
Purchaser's superiors that results in material damage or risk of legal liability
to the Employer or any parent corporation of the Employer, any subsidiary
corporation of the Employer or any entity controlling, controlled by, or under
common control with the Employer (an "AFFILIATED ENTITY"); (ii) any willful
misconduct or gross negligence by the Purchaser in the responsibilities assigned
to the Purchaser; (iii) any willful and material failure to perform the
Purchaser's job as required to meet the lawful objectives of the Employer or any
Affiliated Entity; (iv) the Purchaser fails to comply with all material
applicable laws and regulations in performing the Purchaser's duties and
responsibilities to the Employer; (v) any criminal conduct (other than
misdemeanors that do not meet the criteria set forth in subsection (vi)); (vi)
any actions involving moral turpitude or injurious to the business or reputation
of the Company or its Affiliated Entities; (vii) any legal action against
Purchaser or the Company or any of its Affiliated Entities occurs as a result of
the Purchaser's employment by the Company; or (viii) any of the things described
in (A)-(C) below.

        (A) The Purchaser renders services for any organization or engages
directly or indirectly in any business that, in the reasonable judgment of the
Chief Executive Officer of the Employer or other senior officer designated by
the Chief Executive Officer, is or becomes competitive with the Employer or any
Affiliated Entity, or which organization or business, or the rendering of
services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the business or interests of the Employer or any
Affiliated Entity, provided, however, that any personal legal related speaking
engagements, receipt of honorariums and publishing of legal related personal
manuscripts shall not be a violation of this Paragraph A.

        (B) The Purchaser fails to comply with any confidentiality agreement
with the Employer or with the lawful policies of the Employer or any Affiliated
Entity regarding nondisclosure of confidential information, or without prior
written authorization from the Employer or any Affiliated Entity discloses to
anyone outside the Employer or any Affiliated Entity or uses for any purpose or
in any context other than in performance of the Purchaser's duties to the
Employer or any Affiliated Entity any confidential or trade secret information
of the Employer or any Affiliated Entity.

        (C) The Purchaser breaches in any material respect any agreement with or
legal duty to the Employer or any Affiliated Entity.


                                       2
<PAGE>   22

        If "Cause" is defined in an employment agreement of Purchaser, such
definition therein shall control for purposes of this Agreement.

        "DISABILITY" means the Purchaser suffers an ongoing physical or
psychological impairment that has rendered Purchaser unable, as determined in
good faith by the Chief Executive Officer of the Employer, to perform the
Purchaser's duties to the Employer, notwithstanding reasonable accommodation by
the Employer (the Employer, at its option and expense, being entitled to retain
a physician to confirm the existence of such disability), for a period of three
(3) consecutive months or six (6) months in any 12-month period.




                                       3
<PAGE>   23

                              SCHEDULE 4, CONTINUED


FIVE-YEAR TIME VESTING SHARES

        If the Purchaser has remained an employee of the Employer from the date
hereof through the last day of a Measurement Period, the Restrictions will lapse
with respect to such number of Five Year Time Vesting Shares (as set forth in
Schedule 1.1) as is equal to the product of the Vesting Percentage corresponding
to that Measurement Period and the total number of Five Year Time Vesting
Shares.

<TABLE>
<CAPTION>
                                                           VESTING
MEASUREMENT PERIOD                                        PERCENTAGE
<S>                                                       <C>
January 1, 1999 - December 31, 1999                           20%
January 1, 2000 - December 31, 2000                           20%
January 1, 2001 - December 31, 2001                           20%
January 1, 2002 - December 31, 2002                           20%
January 1, 2003 - December 31, 2003                           20%
</TABLE>