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                                                                   EXHIBIT 10.11

                  FOUNDERS RESTRICTED STOCK PURCHASE AGREEMENT

              THIS FOUNDERS RESTRICTED STOCK PURCHASE AGREEMENT (this
"AGREEMENT") is made and entered into as of March 19, 1999 (the "EFFECTIVE
DATE") by and between EPS Solutions Corporation, a Delaware corporation (the
"COMPANY") and James F. Holden (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") to manage the Business (as
        defined in Schedule 4) and has entered into that certain Employment
        Agreement with the Employer of even date herewith (the "EMPLOYMENT
        AGREEMENT").

              D. The Purchaser and certain other persons affiliated with certain
companies acquired, being acquired or to be acquired by the Company in the
Consolidation Transactions and who are to serve as employees of the Employer
pursuant to employment agreements executed concurrently with the acquisition of
such companies (collectively, the "FOUNDERS") and certain persons responsible
for effecting the Consolidation Transactions and/or who are to serve as
employees of the Employer (the "SPONSORS") are being offered an opportunity to
purchase shares of the common stock of the Company, par value $0.001 per share
(the "COMMON STOCK") (in the case of Founders, generally Series A Common Stock
and in the case of Sponsors, generally Series B Common Stock) at a price of
$1.20 per share.

              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:


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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 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 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.

              (d) 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.

              (e) 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



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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.

              (f) 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").

              (g) 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 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



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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 "ENFORCEABILITY EXCEPTIONS").

        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.

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 Enforceability Exceptions.



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        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; (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; (iii) violate,
result in a breach of, constitute (with due notice or lapse of time or both) a
material default or cause any obligation, penalty, premium or right of
termination to arise or accrue under, any contracts, agreements, instrument,
licenses, commitments or other arrangements to which the Company is a party;
(iv) result in the creation or imposition of any material lien, charge or
encumbrance of any kind whatsoever upon any of the properties or assets of the
Company; or (v) result in the cancellation, modification, revocation or
suspension of any material license, permit, certificate, franchise,
authorization or approval issued or granted by any Governmental Entity, except
where any occurrence or result referred to in (iii), (iv) and (v) above would
not result in a material adverse effect on or material adverse change in the
financial condition or results of operations of 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. As of February 28, 1999, 22,051,468 shares of Series A
Common Stock, 21,231,191 shares of Series B Common Stock and no shares of
preferred stock were issued and outstanding. Approximately 1,500,000 of the
issued and outstanding shares of Series B Common Stock are restricted and will
be forfeited if the transactions contemplated hereby and certain additional
acquisitions expected to be completed substantially concurrently with the
transactions contemplated hereby are not completed, and approximately 12,600,000
of the issued and outstanding shares of Series B Common Stock are restricted and
will be forfeited if certain future acquisitions are not completed. Additional
shares will be issued in connection with future acquisitions, as well as under
compensatory employment arrangements. 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.

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



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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 Sponsor, any Founder or other third 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 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
paragraphs (A) or (B) of Schedule 1 of the



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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,
provided however, that if the Purchaser's employment with the Employer was
terminated by the Employer without Cause or by the Purchaser for Good Reason
(each as defined in the Employment Agreement), then the Company will not be
entitled to repurchase vested Shares pursuant to this subparagraph (iii) solely
because of the occurrence after termination of employment of any of the events
or circumstances constituting Cause listed in item A of Schedule 1 of the
Purchaser's Employment Agreement.

        (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 other Founders, the Sponsors or
other 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 any Founder, Sponsor, or other third party without incurring any obligation
to repurchase, accelerate, or forgive Restrictions with respect to any other
Common Stock owned by the Purchaser or any Founder, Sponsor, or other third
party. The Company will exercise its power to repurchase, accelerate and forgive
restrictions, if at all, only by action of its Board of Directors or Chief
Executive Officer in good faith, for legitimate business purposes, and without
discrimination among similarly situated holders of restricted stock unless such
discrimination is in the best interests of the Company.

        (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



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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.

        (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.

                       "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."



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        (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.

        (e) As a material inducement to the Purchaser to enter into this
Agreement, the Company hereby represents and warrants that it is not a party to
any stock purchase agreement, asset purchase agreement, or similar agreement
which contains provisions governing securities restrictions that are different
in any material respect from the terms contained in this Section 4.2.

        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; 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



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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 (the "SEC") 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 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
acquired by Purchaser pursuant to this Agreement listed on Schedule 1.1 under
the item "Maximum IPO Shares," which number of shares does not limit the number
of shares permitted to be included by the Purchaser in the IPO pursuant to any
other agreement.

        (b) If at any time before the fourth anniversary of the IPO, the Company
files a shelf registration statement with the SEC covering an offering of the
common stock of the Company by selling stockholders, other than a registration
statement of the type described in Section



                                       10
<PAGE>   11

4.7(a), the Purchaser shall have the right to include in such registration
statement that percentage of the total number of shares of common stock of the
Company registered pursuant to that registration statement for sale by selling
stockholders as is equal to the quotient, expressed as a percentage, obtained by
dividing the total number of shares of common stock eligible for inclusion owned
by the Purchaser by the total number of shares of common stock eligible for
inclusion owned by all selling stockholders participating in such registration.
If the Purchaser participates in any such registration, he or she must do so on
the same terms as the other stockholders participating therein. As long as such
registration statement remains effective and sales of common stock by the
Purchaser would not violate applicable laws or regulations, the Company shall
furnish to the Purchaser such number of copies of the final prospectus included
in any such registration statement and any amendment or supplement thereto as
the Purchaser may reasonably request in order to effect the sale of the shares
of common stock included by the Purchaser in such registration statement.

        (c) 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.

        (d) 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.

        (e) 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.

        (f) As a material inducement to the Purchaser to enter into this
Agreement, the Company hereby represents and warrants that it is not a party to
any stock purchase agreement, asset purchase agreement, or similar agreement
which contains provisions governing registration rights that are different in
any material respect from the terms contained in this Section 4.7. Upon the
request of the Purchaser and without further action on the part of the Company,
this



                                       11
<PAGE>   12

Section 4.7 shall automatically be amended to incorporate any provision
governing registration rights contained in any stock purchase agreement, asset
purchase agreement or other similar agreement to which the Company is a party as
of the date of this Agreement, or in any modification or amendment to such
agreement, that is more beneficial in any material respect to the party thereto
having registration rights than the provisions of this Agreement are to the
Purchaser. The Company hereby consents to be bound by any such amendments to
this Section 4.7. If the Purchaser has any reasonable basis to believe that the
Company is party to any such agreement that has a provision governing
registration rights that is more beneficial in any material respect to the party
thereto having registration rights than the provisions of this Agreement are to
the Purchaser, the Company shall provide copies of the relevant provisions of
such agreement to the Purchaser upon the Purchaser's request.

        4.8 INDEMNIFICATION. Each party hereto shall indemnify, defend and hold
harmless the other party hereto, 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 any inaccuracy of any representation or warranty, or breach or
failure by such party hereto obligated to indemnify (the "Indemnitor") to comply
with any covenant or agreement, made by the Indemnitor herein or in any other
Transaction Document.

        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 to
exercise the Stock Power if it is determined that the Company is entitled to
repurchase any or all of the Shares pursuant to the provisions of this Agreement
or the Stockholder Agreement.

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.



                                       12
<PAGE>   13

        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.

6. MISCELLANEOUS.

        6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. 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) 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 without the prior written consent of the other 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.



                                       13
<PAGE>   14

        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 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, provided however, that the parties
shall seek any permanent injunctive relief, and any such proceeding shall be
resolved, pursuant to this section.

              (ii) If any controversy or claim arising out of or relating to
this Agreement also arises out of or relates to the employment of Purchaser by
the Employer or any affiliate of the Employer,



                                       14
<PAGE>   15

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 Purchaser and the Employer or any affiliate
of the Employer.

              (iii) The arbitration shall be heard and determined by three (3)
arbitrators as provided herein (such arbitrators are hereinafter referred to as
the "ARBITRATORS"). The judgment of the award rendered by the Arbitrators may be
entered in any court having jurisdiction thereof. The arbitration proceedings
shall be held in Orange County, California unless the parties to the arbitration
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 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. 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 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. 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 fifteen (15) years experience with and knowledge of securities laws,
complex business transactions, and mergers and acquisitions.

        (c) Once the Arbitrators are assigned to hear the matter, the
Arbitrators 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 Arbitrators shall have the
discretion to order, to the extent the Arbitrators deem 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 five (5) 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
eight (8) 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 Arbitrators.



                                       15
<PAGE>   16

        (e) The parties must file briefs with the Arbitrators 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 arbitration proceedings. The party requesting the court reporter must
notify the other parties and the Arbitrators 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 Arbitrators selected in
the first-filed of such proceedings shall determine whether, in the interests of
justice and efficiency, the proceedings should be consolidated before those
Arbitrators.

        (g) The Arbitrators' award shall be in writing, signed by the
Arbitrators 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
Arbitrators 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-



                                       16
<PAGE>   17

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 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.



                  [remainder of page intentionally left blank]



                                       17
<PAGE>   18

        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/ MARK C. COLEMAN                By: /s/ JAMES F. HOLDEN
   --------------------------------       ---------------------------------
Name:  Mark C. Coleman                 Name:  James F. Holden
     ------------------------------         -------------------------------
Title: SVP
      -----------------------------

Address:                               Address:

695 Town Center Drive, Suite 400       211 Otis Road
Costa Mesa, California 92626           Barrington Hills, Illinois 60010

Telephone No.: (714) 429-5500          Telephone No.:  (847) 382-1782
Facsimile No.:  (714) 429-5559         Facsimile No.:   (847) 382-1783



                                       18
<PAGE>   19

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>   20

                                  SCHEDULE 1.1

                            SHARES AND PURCHASE PRICE



        Aggregate Number of Shares:                            257,706

        Aggregate Purchase Price:                              $309,274.20

               Cash Payment:     $257.71

               Note:             $308,989.49

        Maximum IPO Shares:                                      0


<PAGE>   21

                                   SCHEDULE 4

                                VESTING SCHEDULE

        Subject to the terms and conditions described in this Agreement, the
Restrictions applicable to the Shares will lapse, and the Shares will vest if
and when the performance targets of the Purchaser set forth below are met,
provided, however, that except as set forth in this Schedule 4, in order for
Shares eligible to vest for any Measurement Period to vest the Purchaser must
have remained an employee of the Employer (or, pursuant to Section 4.4, in the
case of certain transactions involving an acquisition of the Company or the
Employer, the successor of the Employer), from the date hereof through the last
day of that Measurement Period. The table below lists four Measurement Periods,
with each having corresponding Target Income and a corresponding Vesting
Percentage. Actual Income as of each Measurement Period will be determined
within ninety (90) days of the end of that Measurement Period.

VESTING DURING EMPLOYMENT.

        Shares will vest as follows:

        (a) If the actual Income earned in any Measurement Period equals or
exceeds the Target Income corresponding to that Measurement Period, the
Restrictions will lapse with respect to such number of Shares as is equal to the
product of the Vesting Percentage corresponding to that Measurement Period and
the total number of Shares.

        (b) If the actual Income earned in any Measurement Period is less
than the Target Income for that Measurement Period, but is more than the sum of
the Target Income for the immediately preceding Measurement Period plus half of
the Annual Target Delta, the Restrictions will lapse with respect to such number
of Shares as is equal to the product obtained by multiplying the Vesting
Percentage corresponding to that Measurement Period, times the ratio of the
Annual Actual Delta to the Annual Target Delta, times the total number of
Shares. For purposes of determining any partial vesting for the Measurement
Period January 1, 1999 - December 31, 1999, "Target Income for the immediately
preceding Measurement Period" will be deemed to be $5,500,000.

        For purposes hereof:

        "ANNUAL ACTUAL DELTA" means the difference between the actual Income
earned in any Measurement Period and the Target Income for the immediately
preceding Measurement Period.

        "ANNUAL TARGET DELTA" means the difference between the Target Income for
any Measurement Period and the Target Income for the immediately preceding
Measurement Period.

        If the actual Income earned in any Measurement Period exceeds the Target
Income corresponding to that Measurement Period, the amount by which the actual
Income exceeds the Target Income shall be carried forward to the following
Measurement Period and added to the actual Income for such Measurement Period.
Excess Incomes may not be carried backward to preceding periods and Shares that
are eligible to vest but do not vest in any Measurement Period


<PAGE>   22

will not vest unless the Company forgives the Restrictions applicable thereto in
its discretion or fails to repurchase them within one (1) year of the end of
that Measurement Period (i.e., Shares that fail to vest cannot be "recovered"
based upon subsequent performance).

        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 actual Income for the
subject Measurement Period is fully and finally determined. In no case will the
total number of Shares that the Purchaser has the right to have vested for any
Measurement Period exceed the product of the Shares and the 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 actual Income for the last Measurement Period.

<TABLE>
<CAPTION>
                                          TARGET          VESTING
MEASUREMENT PERIOD                        INCOME         PERCENTAGE
----------------------------------      -----------      -----------
<S>                                     <C>              <C>
January 1, 1999- December 31, 1999      $ 6,600,000         25%
January 1, 2000- December 31, 2000      $ 7,920,000         25%
January 1, 2001- December 31, 2001      $ 9,504,000         25%
January 1, 2002- December 31, 2002      $11,405,000         25%
</TABLE>


        For purposes hereof:

        "BUSINESS" means the business of Holden Corporation operating as a
division or subsidiary of the Company.

        "INCOME" for any Measurement Period means pre-tax income of the Business
for that Measurement Period calculated according to GAAP and consistent with
historical financial statements of Holden Corporation. In calculating Income,
except as set forth herein, all costs attributable directly to the Business,
whether paid by the Business, the Company or any of its affiliates, shall be
charged to the Business, including, without limitation costs, bonuses and other
distributions to persons who are engaged principally in the Business. The
calculation of Income will not be affected by any allocation to the Business of
(i) any overhead charges of the Company not attributable directly to the
Business, (ii) any expenses incurred by or in connection with the Business but
reimbursed pursuant to an indemnification payment made by James Holden or by
receipt of insurance proceeds, (iii) any compensation charges resulting from
restricted stock issued concurrently herewith to persons employed in connection
with the Business, or any goodwill charges resulting from acquisition of Holden
Corporation or that are not consistent with the annual business plan of the
Business or approved by James Holden or, if he ceases to be employed in
connection with the Business, by the management of Holden Corporation, (iv) any
costs incurred to comply with initiatives that are required by the Company's
management, without the consent of James Holden while he is employed in
connection with the Business, and otherwise the management of the Business, that
are in excess of the costs of the Business replaced by any such initiatives, or
(v) any revenue or profit attributable to business operations other than the
Business with which Purchaser may be involved.

CALCULATION OF INCOME



                                       2
<PAGE>   23

        (a) Within 90 days after the end of each Measurement Period, the Company
shall prepare and deliver to the Purchaser a statement of the actual Income of
the Business for such Measurement Period (the "Statement of Income"). The
Statement of Income will be prepared consistent with the definition of "Income"
provided in this Schedule 4.

        (b) Not later than 15 days after the date the Statement of Income is
delivered to the Purchaser, the Purchaser shall review the Statement of Income
and shall notify the Company in writing whether the Purchaser disagrees with the
Statement of Income. Such notice shall specify with reasonable detail the items
on the Statement of Income with which the Purchaser disagrees with the Company.
If the Purchaser shall fail to give the Company such notice within such 15 day
period, the Purchaser shall be deemed to have agreed with the Company as to the
Statement of Income. The Purchaser shall have the right to review such work
papers of the Company in preparing the Statement of Income as are reasonably
necessary to verify the accuracy and fairness of presentation of the Statement
of Income and its conformity with the procedures set forth for its preparation
contained in this Schedule 4.

        (c) In the event that the Purchaser notifies the Company of a
disagreement as to the Statement of Income within the 15 day period referred to
above, the Company and the Purchaser shall use reasonable efforts to resolve any
such dispute, but if a final resolution is not obtained within 30 days after the
Statement of Income is delivered to the Purchaser, any remaining dispute shall
be submitted for resolution to a nationally recognized firm of independent
accountants (other than any such firm that has provided services to the Company
or the Purchaser within the past three years) as shall be mutually agreed upon
by the Company and the Purchaser. If the Company and the Purchaser are unable to
mutually agree upon an accounting firm within 10 days after the expiration of
such 30 day period, then the Company and the Purchaser shall each have the right
to request the American Arbitration Association, New York, New York, to appoint
an independent accounting firm. The chosen accounting firm may examine all work
papers utilized in connection with the accounting and preparation of the
Statement of Income but the scope of its engagement will be limited to resolving
those items which the Purchaser identified in the notice to the Company as to
which the Purchaser disagreed and determining whether such items were properly
reflected on the Statement of Income prepared in accordance with the
requirements of this Schedule 4. The decision of such accounting firm (the
"Final Accounting Report") shall be delivered in a written report addressed to
the Company and the Purchaser and shall be binding and conclusive upon the
parties hereto for purposes of vesting for that Measurement Period. The costs
and fees of such accounting firm shall be borne by the Purchaser unless the
Income reflected in the Final Accounting Report (i) is in excess of the Income
reflected in the Statement of Income, and (ii) results in vesting of shares in
excess of the vesting that would result from the Income reflected in the
Statement of Income.



VESTING UPON CERTAIN TERMINATION OF EMPLOYMENT:

        (a) If the employment of the Purchaser with the Employer is terminated
by death or by "Disability" as defined below, and if the actual Income for any
Measurement Period equals or exceeds the Target Income corresponding to that
Measurement Period, the Restrictions will lapse with respect to such number of
Shares as is equal to the product of the Vesting Percentage



                                       3
<PAGE>   24

corresponding to that Measurement Period and the total number of Shares. If the
actual Income earned in any Measurement Period is less than the Target Income
for that Measurement Period, but is more than the sum of the Target Income for
the immediately preceding Measurement Period plus half of the Annual Target
Delta, the Restrictions will lapse with respect to such number of Shares as is
equal to the product obtained by multiplying the Vesting Percentage
corresponding to that Measurement Period, times the ratio of the Annual Actual
Delta to the Annual Target Delta, times the total number of Shares.

        (b) As set forth in the Purchaser's Employment Agreement, the employment
of the Purchaser with the Employer shall not be terminated without "Cause" (as
defined in the Employment Agreement) without Required Approval. For these
purposes, "REQUIRED APPROVAL" means approval by at least three members,
including the member representing the President's Council, of an executive
management committee of the Company, which committee shall consist of four (4)
members of the senior management of the Company and one (1) representative of
the President's Council of the Company.

        (c) If the employment of the Purchaser is terminated by Purchaser for
"Good Reason" (as defined in the Employment Agreement), or by the Employer
without a conclusion reached pursuant to the procedure set forth in paragraph
(b) that an event or circumstance constituting "Cause" listed in paragraphs (A)
or (B) of Schedule 1 of Purchaser's Employment Agreement has occurred, and (i)
if the Purchaser's employment is terminated prior to the last day of the first
Measurement Period or if the actual Income has exceeded the Target Income for
all Measurement Periods prior to the termination of the Purchaser's employment,
upon the last day of each Measurement Period ending after the termination of the
Purchaser's employment with the Employer, the Restrictions will lapse with
respect to such number of Shares as is equal to the product of the Vesting
Percentage corresponding to that Measurement Period and the total number of
Shares, or (ii) if the Purchaser's employment is terminated after the last day
of the first Measurement Period and if the actual Income has not equaled or
exceeded the Target Income for all Measurement Periods prior to the termination
of the Purchaser's employment, upon the last day of each Measurement Period
ending after the termination of the Purchaser's employment with the Employer,
the Restrictions will lapse with respect to such number of Shares as is equal to
the greater of (A) the product of thirty-five percent (35%) of the Vesting
Percentage corresponding to that Measurement Period and the total number of
Shares, or (B) the product obtained by multiplying the Vesting Percentage
corresponding to that measurement period times the ratio of the actual income
for that Measurement Period to the Target Income for that Measurement Period
(provided that this ratio will not exceed 100%), times the total number of
Shares, provided however, that if any of the events or circumstances
constituting "Cause" listed in item A of Schedule 1 of the Purchaser's
Employment Agreement occurs at any time before the end of the final Measurement
Period, then, in addition to the rights of the Company set forth in Section
4.1(d), the Shares shall no longer continue to vest as set forth in this
paragraph (c) and 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 unvested Shares.

        For purposes hereof, the term "DISABILITY" means the Purchaser suffers
an ongoing physical or psychological impairment that has rendered Purchaser
unable, as determined in good



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<PAGE>   25

faith by the Company's Chief Executive Officer, to perform the Purchaser's
duties to the Employer, notwithstanding reasonable accommodation by the Employer
(the Company, 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.



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