<PAGE>
                                                                     Exhibit 9.1

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

                            ZIFF DAVIS HOLDINGS INC.

                            INVESTOR RIGHTS AGREEMENT

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








                            Dated as of April 5, 2000



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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page No.
<S>                                                                           <C>
SECTION 1.   COVENANTS, REPRESENTATIONS AND WARRANTIES ......................  1

SECTION 2.   RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES .................  2
        2A.  Restrictions on Transfer .......................................  2
        2B.  First Refusal Right ............................................  2
        2C.  Participation Rights. ..........................................  3
        2D.  Permitted Transfers ............................................  4
        2E.  Termination of Restrictions ....................................  5

SECTION 3.   SALE OF THE COMPANY ............................................  5
        3A.  Approved Sale ..................................................  5
        3B.  Required Actions ...............................................  6
        3C.  Conditions to Stockholders' Obligations ........................  6
        3D.  Rule 506 Transaction ...........................................  6
        3E.  Expenses of Approved Sale ......................................  7
        3F.  Termination ....................................................  7

SECTION 4.   LIMITED PREEMPTIVE RIGHTS ......................................  7
        4A.  Offering .......................................................  7
        4B.  Election Notice ................................................  8
        4C.  Expiration of Offering Period ..................................  8
        4D.  New Securities .................................................  8
        4E.  Termination ....................................................  8

SECTION 5.   PUBLIC OFFERING ................................................  8

SECTION 6.   LEGEND .........................................................  9

SECTION 7.   TRANSFER .......................................................  9

SECTION 8.   BOARD OF DIRECTORS; VOTING .....................................  9
        8A.  Composition of the Board .......................................  9
        8B.  Board Meeting Expenses ......................................... 11
        8C.  Other Voting Matters ........................................... 11
        8D.  Irrevocable Proxy .............................................. 11
        8E.  Termination .................................................... 11

SECTION 9.   DEMAND REGISTRATIONS ........................................... 12
        9A.  Requests for Registration ...................................... 12
        9B.  Long-Form Registrations ........................................ 12
        9C.  Short-Form Registrations ....................................... 12
        9D.  Priority on Demand Registrations ............................... 12
        9E.  Restrictions on Demand Registrations ........................... 13
</TABLE>

                                       i

<PAGE>
<TABLE>
<CAPTION>
                                                                            Page No.
<S>                                                                           <C>
         9F. Selection of Underwriters .....................................  13
         9G. Other Registration Rights .....................................  13
         9H. Demand Registration Expenses ..................................  13

SECTION 10.  PIGGYBACK REGISTRATIONS .......................................  13
        10A. Right to Piggyback ............................................  13
        10B. Piggyback Expenses ............................................  14
        10C. Priority on Primary Registrations .............................  14
        10D. Other Registrations ...........................................  14
        10E. Postponement or Withdrawal ....................................  14

SECTION 11.  HOLDBACK AGREEMENTS ...........................................  14
        11A. Agreement of Holders of Registrable Securities ................  14
        11B. Company Agreement .............................................  14

SECTION 12.  REGISTRATION PROCEDURES .......................................  15

SECTION 13.  REGISTRATION EXPENSES .........................................  17
        13A. Company Expenses ..............................................  17
        13B. Reimbursement .................................................  18

SECTION 14.  INDEMNIFICATION ...............................................  18
        14A. Indemnification Obligation of the Company .....................  18
        14B. Indemnification of the Company ................................  18
        14C. Indemnification Procedures ....................................  19
        14D. Other Indemnification Provisions ..............................  19

SECTION 15.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS ...................  19

SECTION 16.  DEFINITIONS ...................................................  20

SECTION 17.  MISCELLANEOUS .................................................  24
        17A. Transfers in Violation of Agreement ...........................  24
        17B. Amendment and Waiver ..........................................  24
        17C. Severability ..................................................  24
        17D. Entire Agreement ..............................................  24
        17E. No Inconsistent Agreements ....................................  25
        17F. Adjustments Affecting Registrable Securities ..................  25
        17G. Successors and Assigns ........................................  25
        17H. Counterparts ..................................................  25
        17I. Remedies ......................................................  25
        17J. Notices .......................................................  25
        17K. Governing Law .................................................  26
        17L. Descriptive Headings ..........................................  26
</TABLE>

                                       ii

<PAGE>

SCHEDULES

Schedule of Coinvestors
Schedule of WS Investors
Schedule of New Stockholders

                                      iii


<PAGE>

                            INVESTOR RIGHTS AGREEMENT

                  THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered
into as of April 5, 2000, by and among (i) Ziff Davis Holdings Inc., a Delaware
corporation (the "Company"), (ii) Willis Stein & Partners II, L.P., a Delaware
limited partnership, and Willis Stein & Partners Dutch, L.P., a Delaware limited
partnership (collectively with Willis Stein & Partners III, L.P. and other
partnerships sharing a common general partner therewith, "WS"), (iii) each of
the Persons listed on the attached "Schedule of Coinvestors", as supplemented
from time to time by notice from WS to the Company at any time at or prior to
the Closing, who executes this Agreement in the space provided below for such
Person, (collectively, the "Coinvestors"), (iv) any executive employee of the
Company who, at any time, acquires securities of the Company and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement
(each, an "Executive" and collectively, the "Executives"), and (v) each other
Person listed from time to time on the attached "Schedule of New Stockholders",
as amended from time to time by the Company with the consent of the Majority WS
Holders, who at any time acquires securities of the Company executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement
(such Persons being referred to collectively as the "New Stockholders"). WS and
each of the Coinvestors are referred to herein collectively as the "Investors"
and individually as an "Investor". The Investors, the Executives and the New
Stockholders are referred to herein collectively as the "Stockholders" and
individually as a "Stockholder." Capitalized terms used herein are defined in
Section 16 hereof.

                  The Investors are parties to the Stock Purchase Agreement
dated as of the date hereof (as amended from time to time, the "Stock Purchase
Agreement"). Pursuant to the Stock Purchase Agreement, the Investors are all
holders of Company capital stock. Among other reasons, the parties hereto enter
into this Agreement (i) to provide for an orderly election of the Company's
board of directors, (ii) to restrict the sale, assignment, transfer, encumbrance
or other disposition of the Stockholder Shares, and (iii) to provide for certain
rights and obligations in respect thereto.

                  NOW, THEREFORE, the parties to this Agreement hereby agree as
follows:

                  SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES

                  Each Stockholder covenants, represents and warrants that, (i)
this Agreement has been duly authorized, executed and delivered by such
Stockholder and constitutes the valid and binding obligation of such
Stockholder, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties and general
principles of equity, (ii) such Stockholder is the record and beneficial owner
of the shares of Company capital stock issued to such Stockholder in the
transactions contemplated by the Stock Purchase Agreement, free and clear of all
liens, charges and other encumbrances, and (iii) such Stockholder has not
granted and is not a party to any proxy, voting trust or voting agreement or any
agreement which is inconsistent with, conflicts with or violates any provision
of this Agreement. No holder of Stockholder Shares shall grant any proxy or
become party to any


<PAGE>

voting trust, voting agreement or any agreement which is inconsistent with,
conflicts with or violates any provision of this Agreement.

              PROVISIONS RELATING TO TRANSFER; SALE OF THE COMPANY;
                       PUBLIC OFFERING; PREEMPTIVE RIGHTS

                  SECTION 2. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES

                  2A. Restrictions on Transfer. No holder of Stockholder Shares
shall sell, transfer, assign, pledge or otherwise directly or indirectly dispose
of (a "Transfer") any interest in any of its Stockholder Shares (other than
shares acquired in the public open market in a transaction effected on a
national securities exchange or through the NASDAQ System or the
over-the-counter market), except pursuant to and in accordance with the
provisions of Section 2B and 2C, pursuant to and in accordance with the
provisions of Section 3 or pursuant to and in accordance with a Public Sale or
an Exempt Transfer (as defined in Section 2D). At least thirty days prior to
making any Transfer of any Stockholder Shares (other than a Public Sale or an
Exempt Transfer), the transferring Stockholder (the "Transferring Stockholder")
shall deliver a written notice (the "Sale Notice") to the Company and the other
Stockholders (the "Other Stockholders"). The Sale Notice shall disclose in
reasonable detail the proposed number of each type or class of Stockholder
Shares (the "Transfer Shares") to be transferred, the proposed terms and
conditions of the Transfer, including proposed price by class or type of each of
such Stockholder Shares to be transferred, and the identity of the prospective
transferee(s). Such prospective transferee(s) must be acceptable to the Majority
WS Holders. The purchase price specified in any Sale Notice shall be payable
solely in cash at the closing of the transaction, and no Stockholder Shares may
be pledged without the prior written consent of the Majority WS Holders. No
Transfer shall be consummated prior to the earlier of (i) the date on which the
parties to the Transfer have been finally determined pursuant to Section 2B or
2C and (ii) the date of expiration of the 30-day period (the "Election Period")
following the delivery to the Company and the Other Stockholders of the Sale
Notice applicable to such Transfer.

                  2B. First Refusal Right. The Company may elect to purchase all
or any portion of the Transfer Shares at the price and on the terms specified in
the Sale Notice by delivering written notice of such election to the
Transferring Stockholder and the holders of Investor Shares as soon as practical
but in any event within ten days after the delivery of the Sale Notice. If the
Company has not elected to purchase all of such Transfer Shares within such
ten-day period, then unless the Majority WS Holders direct otherwise by written
notice to the Company, the holders of Investor Shares may elect to purchase all,
but not less than all, of such Transfer Shares which the Company has not elected
to purchase (the "Available Shares"), at the price and on the terms and
conditions specified in the Sale Notice by delivering written notice of such
election to the Transferring Stockholder as soon as practical but in any event
within 20 days after delivery of the Sale Notice. If more than one holder of
Investor Shares elects to purchase the Available Shares, the Available Shares
will be allocated among such electing holders pro rata according to the number
of Stockholder Shares on a Fully Diluted Basis owned by such electing holders.
If the Company or the holders of Investor Shares have elected to purchase any
Transfer Shares pursuant to this Section 2B, such Transfer(s) shall be
consummated as soon as practical



                                       2

<PAGE>

after the delivery of the election notice(s) to the Transferring Stockholder,
but in any event within 15 days after the expiration of the Election Period. To
the extent that the Company and the holders of Investor Shares have not elected
to purchase, collectively, all of the Transfer Shares, the Transferring
Stockholder may, during the 90-day period following the expiration of the
Election Period (but not at any time thereafter) and subject to the provisions
of Section 2C below, transfer pursuant to this Section 2B all of the Transfer
Shares specified in the Sale Notice to the transferee(s) identified in the Sale
Notice for (i) an amount of cash no less than the price specified in the Sale
Notice and (ii) other terms no more favorable to the transferee(s) thereof than
specified in the Sale Notice.

                  2C. Participation Rights.

                  (i) Each Stockholder may elect to participate in a Transfer by
WS (or its Affiliates) of any class of Transfer Shares owned by WS (or such
Affiliates) contemplated in a Sale Notice by delivering written notice of such
election to the applicable WS Transferring Stockholder within 30 days after
delivery of the Sale Notice. If any Other Stockholders elect to participate in
such Transfer (such Other Stockholders being referred to as the "Participating
Stockholders"), each of such Transferring Stockholders and the Participating
Stockholders shall be entitled to sell in the contemplated Transfer, at the same
price and on the same terms, a number of Stockholder Shares of such class (the
"Participating Shares") equal to the product of (A) the quotient determined by
dividing the number of Stockholder Shares of such class held by such Person, by
the number of Stockholder Shares held by such Transferring Stockholders and the
Participating Stockholders, and (B) the aggregate number of Transfer Shares of
such class to be sold in the contemplated Transfer; provided that if the
Transfer Shares include both shares of Common Stock and shares of Preferred
Stock, each Other Stockholder electing to participate in such Transfer shall be
entitled, and at the election of such Transferring Stockholders shall be
required, to include shares of Common Stock and Preferred Stock in the same
proportion as the proportion in which such Transferring Stockholders include
shares of Common Stock and shares of Preferred Stock in such Transfer.

                  (ii) For purposes of this Section 2C:

                        (a)   Common Stock issuable upon exercise of employee
                              stock options which have not vested and become
                              exercisable, and Common Stock held subject to
                              vesting (i.e., to the extent subject to possible
                              repurchase by the Company at less than fair market
                              value), shall be deemed not to be Stockholder
                              Shares;

                        (b)   for purposes of determining the amount of each
                              class and type of Stockholder Shares which any
                              Other Stockholder is entitled or obligated to
                              include in any Transfer, all Stockholder Shares
                              held by any Other Stockholder and all Stockholder
                              Shares held by the direct or indirect Transferees
                              of such Other Stockholder shall be aggregated and
                              deemed held by such Other Stockholder and such
                              Other Stockholder and its direct and indirect
                              Transferees holding Stockholder Shares shall be
                              treated, collectively, as a single Other
                              Stockholder, including for all purposes of
                              subparagraph (iii) below



                                       3

<PAGE>

                              (each of the Persons so treated as a  single
                              Stockholder pursuant to the foregoing, a "Related
                              Stockholder" in respect of the other Persons so
                              treated); and

                        (c)   in any Transfer which includes shares of Common
                              Stock and Preferred Stock, the price allocable to
                              each class of Stockholder Shares for purposes of
                              the foregoing shall be determined by allocating
                              the aggregate purchase price so that the price
                              allocable to each share of Preferred Stock is not
                              less than the Liquidation Value thereof at such
                              time.

                  (iii) Each WS Transferring Stockholder will use reasonable
efforts to obtain the agreement of the prospective transferee(s) to the
participation of the Participating Stockholders in any contemplated Transfer,
and shall not consummate any such Transfer unless each Participating Shareholder
is permitted to sell Participating Shares in such Transfer in the amount and on
the terms set forth in this Section 2C (provided that if the prospective
transferee declines to allow the participation of any Participating Stockholder,
as an alternative such Transferring Stockholder may consummate the proposed
Transfer so long as contemporaneously therewith such Transferring Stockholder
purchases from such Participating Stockholder all of such Participating
Stockholder's Participating Shares at the same price and on the same terms as
such Transferring Stockholder transferred Stockholder Shares to such
transferee). Each Participating Stockholder transferring Participating Shares
pursuant to this Section 2C shall pay (x) the expenses incurred by such
Participating Stockholder in connection with the Transfer and (y) its pro rata
share (according to holdings of Common Stock) of the expenses incurred by such
Transferring Stockholder in connection with such transfer, and each such
Stockholder shall be obligated to join in any indemnification or other
obligations that such Transferring Stockholder agrees to provide in connection
with such transfer (except that, while each Participating Stockholder shall be
obligated to make representations and warranties as to such Stockholder's title
to and ownership of Stockholder Shares, authorization, execution and delivery of
relevant documents by such Stockholder, enforceability of relevant agreements
against such Stockholder and other matters relating to such Stockholder, to
enter into covenants in respect of the proposed Transfer of such Stockholder's
Participating Shares and to enter into indemnification obligations with respect
to the foregoing, in each case to the extent that such Transferring Stockholder
is similarly obligated in connection with its proposed Transfer of Stockholder
Shares, no Stockholder shall be obligated to enter into indemnification
obligations with respect to any of the foregoing to the extent relating to any
other Stockholder or such other Stockholder's Stockholder Shares).

                  2D. Permitted Transfers. The restrictions set forth in this
Section 2 shall not apply to transfers by the Stockholders to transferees
("Permitted Transferees") with respect to the following transfers:

                  (i) subject to the paragraphs below, any Transfer of
Stockholder Shares by any Stockholder to any of its Affiliates,








                                       4

<PAGE>

                  (ii) in the case of an individual, a Transfer of Stockholder
Shares by any Stockholder pursuant to the laws of descent and distribution or
among such Stockholder's Family Group,

                  (iii) an Approved Sale,

                  (iv) in the case of a Coinvestor who is a fiduciary under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Transfers
to a successor trust or trustee, or as otherwise necessary to comply with ERISA,
and

                  (v) subject to the paragraphs below and to the prior written
consent of the Majority WS Holders (so long as such consent is not withheld
unreasonably), in the case of any Stockholder which is not an individual, to a
successor corporation or other successor entity as a result of a merger or
consolidation with, or a sale of all or substantially all of the assets of, such
Stockholder or, if a general or limited partnership, in connection with the
liquidation and dissolution of such partnership.

Not less than 20 days prior to any Transfer of Stockholder Shares pursuant to
the foregoing clause (i) or (ii) of the previous sentence, the proposed
transferee will deliver a written notice to the Company, which notice will
disclose in reasonable detail the identity of such transferee. No Transfer shall
be permitted pursuant to clause (i) above of this Section 2D unless such
transferee shall be reasonably acceptable to the Majority WS Holders. In
addition, notwithstanding anything to the contrary herein, the restrictions
contained in this Agreement will continue to be applicable to the Stockholder
Shares following any Transfer, and the transferee of such Stockholder Shares
shall agree in writing to be bound by the provisions of this Agreement.
Notwithstanding the foregoing, no Stockholder shall avoid the provisions of this
Agreement by making one or more transfers to one or more Permitted Transferees
and then disposing of all or any portion of such party's interest in any such
Permitted Transferee, and any Transfer or attempted Transfer in violation of
this covenant shall be void and otherwise subject to Section 17A below. Any
Transfer permitted pursuant to this Section 2D is referred to herein as an
"Exempt Transfer".

                  2E. Termination of Restrictions. The restrictions set forth in
this Section 2 shall continue with respect to each Stockholder Share until the
earlier of (i) the date on which such Stockholder Share has been transferred in
a Public Sale and (ii) the consummation of a Change of Control. The restrictions
set forth in this Section 2 shall also terminate with respect to the shares of
Preferred Stock if the Company completes an IPO (as defined in the Certificate
of Incorporation) and such shares of Preferred Stock are not redeemed or
converted into shares of Common Stock pursuant to Section 4(b) of the
Certificate of Incorporation.

                  SECTION 3. SALE OF THE COMPANY

                  3A. Approved Sale. If the Majority WS Holders approve a Sale
of the Company (an "Approved Sale"), each holder of Stockholder Shares will vote
for, consent to and will not object or otherwise impede consummation of the
Approved Sale.





                                       5

<PAGE>

                  3B. Required Actions. If the Approved Sale is structured as
(A) a merger or consolidation, each holder of Stockholder Shares shall vote its
Stockholder Shares to approve such merger or consolidation, whether by written
consent or at a stockholders meeting (as requested by the Majority WS Holders),
and waive all dissenter's rights, appraisal rights and similar rights in
connection with such merger or consolidation, (B) a sale of stock, each holder
of Stockholder Shares shall agree to sell, and shall sell, all of its
Stockholder Shares and rights to acquire Stockholder Shares on the terms and
conditions so approved, or (C) a sale of assets, each holder of Stockholder
Shares shall vote its Stockholder Shares to approve such sale and any subsequent
liquidation of the Company or other distribution of the proceeds therefrom,
whether by written consent or at a stockholders meeting (as requested by the
Majority WS Holders). In furtherance of the foregoing, (I) each holder of
Stockholder Shares will take all necessary or desirable actions reasonably
requested by the holders of a majority of the WS Shares in connection with the
consummation of the Approved Sale of the Company and (II) each holder of
Stockholder Shares will make the same representations, warranties, indemnities
and agreements as each other holder (subject to Sections 3B(i) - (ii) below),
including without limitation, voting to approve such transaction and executing
the applicable purchase agreement. In any Approved Sale, (i) each holder of
Stockholder Shares shall be obligated to make representations and warranties as
to such Stockholder's title to and ownership of Stockholder Shares,
authorization, execution and delivery of relevant documents by such Stockholder,
enforceability of relevant agreements against such Stockholder and other matters
relating to such Stockholder, to enter into covenants in respect of a Transfer
of such Stockholder's Stockholder Shares in connection with such Approved Sale
and to enter into indemnification obligations with respect to the foregoing, in
each case to the extent that each other Stockholder is similarly obligated;
provided that no Stockholder shall be obligated to enter into indemnification
obligations with respect to any of the foregoing to the extent relating to any
other Stockholder (other than a Related Stockholder to such Stockholder) or such
other Stockholder's Stockholder Shares, and (ii) in no event shall any
Stockholder be liable in respect of any indemnity obligations pursuant to any
Approved Sale in an aggregate amount in excess of the total consideration
payable to such Stockholder in such Approved Sale.


                  3C. Conditions to Stockholders' Obligations. The obligations
of the holders of Stockholder Shares with respect to an Approved Sale are
subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, each holder of Stockholder Shares will
receive the same form of consideration and the same portion of the aggregate
consideration that such holders of Stockholder Shares would have received if
such aggregate consideration had been distributed by the Company in complete
liquidation pursuant to the rights and preferences set forth in the Certificate
of Incorporation as in effect immediately prior to such Approved Sale; (ii) if
any holders of a class of Stockholder Shares are given an option as to the form
and amount of consideration to be received, each holder of such class of
Stockholder Shares will be given the same option; and (iii) each holder of then
currently exercisable rights to acquire shares of a class of Stockholder Shares
will be given an opportunity to exercise such rights prior to the consummation
of the Approved Sale and participate in such sale as holders of such class of
Stockholder Shares.

                  3D. Rule 506 Transaction. If the Company or the holders of the
Company's securities enter into any negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities Exchange
Commission may be available with respect to


                                       6

<PAGE>
such negotiation or transaction (including a merger, consolidation or other
reorganization), the holders of Stockholder Shares will, at the request of the
Company, appoint a purchaser representative (as such term is defined in Rule
501) reasonably acceptable to the Company. If any holder of Stockholder Shares
appoints a purchaser representative designated by the Company, the Company will
pay the fees of such purchaser representative, but if any holder of Stockholder
Shares declines to appoint the purchaser representative designated by the
Company such holder will appoint another purchaser representative, and such
holder will be responsible for the fees of the purchaser representative so
appointed.

                  3E. Expenses of Approved Sale. Holders of Stockholder Shares
will bear their pro rata share (as if such expenses reduced the aggregate
proceeds available for distribution as contemplated by Section 3C(i) above) of
the costs of any sale of Stockholder Shares pursuant to an Approved Sale to the
extent such costs are incurred for the benefit of all holders of Stockholder
Shares and are not otherwise paid by the Company or the acquiring party. For
purposes of this Section 3E, costs incurred in exercising reasonable efforts to
take all necessary actions in connection with the consummation of an Approved
Sale in accordance with Section 3A shall be deemed to be for the benefit of all
holders of Stockholder Shares. Costs incurred by any holder of Stockholder
Shares on its own behalf will not be considered costs of the transaction
hereunder and will be the responsibility of such holder.

                  3F. Termination. The rights and obligations under this Section
3 shall terminate upon the second anniversary of the consummation of a Public
Offering.

                  SECTION 4. LIMITED PREEMPTIVE RIGHTS

                  4A. Offering. If the Company issues or sells or authorizes the
issuance or sale of any New Securities (as defined below), the Company shall
offer to each holder of Investor Shares a percentage of such New Securities
equal to the percentage result of the quotient determined by dividing (A) the
number of Investor Shares held by such holder on a Fully Diluted Basis, by (B)
the number of outstanding Stockholder Shares on a Fully Diluted Basis. Each such
holder of Investor Shares shall be entitled to purchase such New Securities at
the most favorable price and on the most favorable terms as such New Securities
are to be offered; provided that if a Person participating in such purchase of
New Securities is required in connection therewith also to purchase other
securities of the Company, the holders of Investor Shares exercising their
rights pursuant to this Section shall also be required to purchase such other
securities on the same economic terms and conditions as those on which the
offeree of the New Securities is required to purchase such other securities
(e.g., such holder shall be required to purchase the same types and classes of
other securities, in the same proportions relative to their purchases of New
Securities and at the same unit prices). For example, if the Company offers to
sell shares of Common Stock and requires that, as part of such purchase, the
offeree of such Common Stock also purchase a proportionate amount of Preferred
Stock, Investors exercising rights to purchase shares of Common Stock pursuant
to this Section 4A would be obligated also to purchase the corresponding
proportionate amount of Preferred Stock at the same price per share of Preferred
Stock. Each holder of Investor Shares participating in such purchase shall also
be obligated to execute agreements in the form presented to such holder by the
Company, so long as such agreements are substantially similar to those to be
executed by other purchasers of New


                                       7

<PAGE>
Securities (without taking into consideration any rights which do not entitle
such a purchaser to a higher economic return on the New Securities than the
economic return to which the other Investors participating in such transaction
will be entitled with respect to New Securities). The purchase price for all New
Securities offered to each holder of Investor Shares shall be payable in cash by
wire transfer of immediately available funds to an account designated by the
Company.

                  4B. Election Notice. In order to exercise its purchase rights
hereunder, each holder of Investor Shares must deliver a written notice (an
"Election Notice") to the Company describing its election hereunder. Such
Election Notice must be delivered to the Company during the 30-day period (the
"Offering Period") following such holder's receipt of written notice from the
Company describing in reasonable detail the type, class and number of New
Securities being offered, the purchase price thereof, the payment terms and such
holder's percentage allotment.

                  4C. Expiration of Offering Period. Upon the expiration of the
Offering Period and during the 90-day period immediately thereafter, the Company
shall be entitled to sell any New Securities which any holder of Investor Shares
has not elected to purchase, on terms and conditions no more favorable to the
offeree of such New Securities than those offered to holders of Investor Shares
pursuant to Section 4A. Any New Securities offered or sold by the Company after
such 90-day period must be reoffered to each holder of Investor Shares pursuant
to the terms of this Section 4.

                  4D. New Securities. For purposes hereof, "New Securities"
means any of the Company's equity securities, or any securities containing
options or rights to acquire Company equity securities, other than (i)
securities issued as a dividend on the then outstanding Common Stock, (ii)
securities issued pursuant to exercise, conversion or exchange of securities or
rights outstanding on the date hereof or previously issued by the Company
subject to this Section 4 (including securities previously issued but excluded
from this definition of "New Securities"), (iii) securities issued in connection
with a business acquisition, (iv) securities issued in a Public Offering, and
(v) any securities designated by the Majority WS Holders as not "New
Securities", so long as none of such securities are issued to the Majority WS
Holders or any Affiliate of such holders; provided that the approximately $125
million of equity securities to be issued to Willis Stein & Partners III, L.P.
and its Affiliates subsequent to Closing, pursuant to Section 7B of the Stock
Purchase Agreement, shall not constitute New Securities hereunder and shall not
be subject to the provisions of this Section 4.

                  4E. Termination. The rights under this Section 4 shall
terminate upon consummation of a Public Offering or a Sale of the Company.

                  SECTION 5. PUBLIC OFFERING

                  In the event that the Board and the Majority WS Holders
approve an initial Public Offering, the holders of Stockholder Shares will use
reasonable efforts to take all necessary or desirable actions in connection with
the consummation of such Public Offering. In the event that such Public Offering
is an underwritten offering and the managing underwriters advise the


                                       8

<PAGE>
Company in writing that in their opinion the existing capital structure of the
Company will adversely affect the marketability of the offering, each holder of
Stockholder Shares will consent to and vote for a recapitalization,
reorganization and/or exchange of the Stockholder Shares into securities that
the managing underwriters, the Board and the Majority WS Holders find acceptable
and will take all other necessary or desirable actions in connection with the
consummation of the recapitalization, reorganization and/or exchange; provided
that the resulting securities reflect and are consistent with the rights and
preferences among the outstanding classes of securities set forth in the
Certificate of Incorporation as in effect immediately prior to such
recapitalization, reorganization or exchange; and provided further that all
holders of Stockholder Shares are treated similarly in proportion to their
holdings.

                  SECTION 6. LEGEND

                  Each certificate evidencing Stockholder Shares and each
certificate issued in exchange for or upon the transfer of any Stockholder
Shares (if such shares remain Stockholder Shares as defined herein after such
Transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN TRANSFER RESTRICTIONS PURSUANT TO AN INVESTOR RIGHTS
                  AGREEMENT DATED AS OF APRIL 5, 2000, AMONG THE ISSUER OF SUCH
                  SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S
                  STOCKHOLDERS. A COPY OF SUCH INVESTOR RIGHTS AGREEMENT WILL BE
                  FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
                  UPON WRITTEN REQUEST TO THE COMPANY'S CHIEF FINANCIAL
                  OFFICER."

                  The Company shall imprint such legend on certificates
evidencing Stockholder Shares outstanding prior to the date hereof. The legend
set forth above shall be promptly removed from the certificates evidencing any
shares which cease to be Stockholder Shares.

                  SECTION 7. TRANSFER

                  Prior to Transferring any Stockholder Shares (other than in a
Public Sale or in an Approved Sale) to any person or entity, the Transferring
Stockholder shall cause the prospective transferee to execute and deliver to the
Company and the other Stockholders a counterpart of this Agreement.

                  SECTION 8. BOARD OF DIRECTORS; VOTING

                  8A. Composition of the Board. From and after the effectiveness
of this Agreement and until the provisions of this Section 8 cease to be
effective, each Stockholder shall vote all of his, her or its Stockholder Shares
and any other voting securities of the Company over which such Stockholder has
voting control and shall take all other necessary or desirable actions within
his, her or its control (whether in the capacity as a stockholder, director,
member of a


                                       9

<PAGE>
board committee or officer of the Company or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), and
the Company shall take all necessary and desirable actions within its control
(including, without limitation, calling special board and stockholder meetings),
so that:

                  (i) the authorized number of directors on the Company's board
of directors (the "Board") shall be established at seven directors or such other
number as may be designated by the Majority WS Holders by written notice to the
Company;

                  (ii) the following persons shall be elected to the Board:

                        (a)   the Company's chief executive officer, who
                              initially shall be James D. Dunning, Jr. (the "CEO
                              Director");

                        (b)   a designee of DLJ Merchant Banking Partners II,
                              L.P. (the "DLJ Director"), so long as the DLJ
                              Stockholders own at least 50% of the number of
                              shares of Common Stock purchased by them at
                              Closing (as such number is proportionately
                              adjusted for stock splits, stock dividends,
                              combinations of shares and similar
                              recapitalization transactions); and

                        (c)   four (or at any such time as the authorized number
                              of directors on the Board exceeds seven, a number
                              of representatives equal to such authorized number
                              less three) persons designated by the Majority WS
                              Holders (collectively, the "WS Directors", and
                              each individually, a "WS Director"), who initially
                              shall include Avy H. Stein, Daniel H. Blumenthal,
                              Milton J. "Chip" Block and Michael Perlis and will
                              include another Person to be identified by Willis
                              Stein after the Closing.

                  (iii) if the CEO Director ceases to be an employee of the
Company and its Subsidiaries, such person shall be removed as a director upon
termination of such person's employment;

                  (iv) the removal from the Board without cause of the DLJ
Director or any WS Director shall be only upon the written request of the person
or persons originally entitled to designate such director pursuant to Section
1(a)(ii) or 1(a)(iii) above;

                  (v) in the event that any person designated as a director
hereunder for any reason ceases to serve as a member of the Board or a Sub Board
during such person's term of office, the resulting vacancy on the Board or the
Sub Board shall be filled by a representative designated by the person or
persons originally entitled to designate such director pursuant to Section
8A(ii) above; and

                  (vi) if any party fails to designate a representative to fill
a directorship pursuant to the terms of this Section 8A, the election of a
person to such directorship shall be accomplished in accordance with the
Company's bylaws and applicable law.


                                       10

<PAGE>
                  8B. Board Meeting Expenses. The Company shall pay all
out-of-pocket expenses incurred by each director in connection with attending
regular and special meetings of the Board, any Sub Board and any committee
thereof.

                  8C. Other Voting Matters. Each Stockholder (other than the DLJ
Stockholders) hereby agrees that such Stockholder will vote, or cause to be
voted, all voting Stockholder Shares over which such Stockholder has the power
to vote or direct the voting, either in person or by proxy, whether at a
stockholders meeting, or by written consent, in the manner in which the Majority
WS Holders directs in connection with the approval of any amendment or
amendments to the Company's certificate of incorporation or bylaws, the merger,
share exchange, combination or consolidation of the Company with any other
Independent Third Party, the sale, lease or exchange of all or substantially all
of the property and assets of the Company and its Subsidiaries on a consolidated
basis to an Independent Third Party, and the reorganization, recapitalization,
liquidation, dissolution or winding-up of any of the Company and its
Subsidiaries; provided, however, that no such action shall (a) be inconsistent
with the terms of this Agreement, or (b) have a material adverse effect on any
Stockholder's rights or interests in respect of any Stockholder Shares that
would be borne disproportionately by such Stockholder relative to the effect on
the rights or interests of other Stockholders in respect of holdings of
Stockholder Shares of the same class.

                  8D. Irrevocable Proxy. In order to secure the obligations of
each Stockholder who now or hereafter holds any voting securities to vote such
Person's Stockholder Shares in accordance with the provisions of Section 3 and
this Section 8, each Stockholder (other than any Stockholder who is a fiduciary
under ERISA and other than the DLJ Stockholders) hereby appoints Willis Stein &
Partners Management II, L.L.C. as his or its true and lawful proxy and
attorney-in-fact, with full power of substitution, to vote all of his or its
Stockholder Shares for an Approved Sale and all such other matters as expressly
provided for in Section 3A and Section 3B and for the election and/or removal of
directors and all such other matters as expressly provided for in Section 8A and
Section 8C. Willis Stein & Partners Management II, L.L.C. may exercise the
irrevocable proxy granted to it hereunder at any time any such Stockholder fails
to comply with the provisions of this Agreement. The proxies and powers granted
by each such Stockholder pursuant to this Section 8D are coupled with an
interest and are given to secure the performance of such Stockholder's
obligations to the Majority WS Holders under this Agreement. Such proxies and
powers shall be irrevocable until termination of this Section 8 and shall
survive the death, incompetency, disability, bankruptcy or dissolution of such
Stockholder and the subsequent holders of his or its Securities. No Stockholder
shall grant any proxy or become party to any voting trust or other agreement
which is inconsistent with, conflicts with or violates any provision of this
Agreement.

                  8E. Termination. The rights and obligations under this Section
8 shall terminate upon the first anniversary of the consummation of a Public
Offering.


                                       11

<PAGE>
            PROVISIONS RELATING TO REGISTRATION OF STOCKHOLDER SHARES

                  SECTION 9. DEMAND REGISTRATIONS

                  9A. Requests for Registration. At any time (i) the holders of
a majority of the WS Registrable Securities may request, and (ii) after the date
on which WS ceases to hold shares of Common Stock representing at least 50% of
the shares of Common Stock held by WS after giving effect to (x) the purchases
of Common Stock by WS on the date hereof under the Stock Purchase Agreement, (y)
the purchases of Common Stock by WS pursuant to Section 7B of the Stock Purchase
Agreement and (z) any future purchases of Common Stock by WS pursuant to the
Make-Well Agreement (as defined in the Stock Purchase Agreement) the DLJ
Stockholders holding a majority of the Stockholder Shares held by all of the DLJ
Stockholders may request, registration under the Securities Act (a "Demand
Registration") of all or any portion of its Registrable Securities on Form S-1
or any similar long-form registration ("Long-Form Registrations") or, if
available, on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations"). Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering. Within
ten days after receipt of any such request, the Company will give written notice
of such requested registration to all other holders of Registrable Securities
and, subject to Section 9D below, will include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company's
notice.

                  9B. Long-Form Registrations. The holders of a majority of the
WS Registrable Securities will be entitled to request an unlimited number of
Long-Form Registrations in which the Company will pay all Registration Expenses.
The DLJ Stockholders, as a group, will be entitled to request one Long-Form
Registration (assuming it is entitled to make a request for a Demand
Registration pursuant to Section 9A above) in which the Company will pay all
Registration Expenses.

                  9C. Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to Section 9B, the holders of a majority of the
WS Registrable Securities will be entitled to request unlimited Short-Form
Registrations in which the Company will pay all Registration Expenses. Demand
Registrations will be Short-Form Registrations whenever the Company is permitted
to use any applicable short form. After the Company has become subject to the
reporting requirements of the Securities Exchange Act, the Company will use its
best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.

                  9D. Priority on Demand Registrations. The Company will not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of a majority of the
WS Registrable Securities or, in the case of a Demand Registration requested by
the DLJ Stockholders (a "DLJ Demand Registration"), the consent of the DLJ
Stockholders holding a majority of the Stockholder Shares held by all DLJ
Stockholders (a "DLJ Majority"). If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in


                                       12

<PAGE>
such offering exceeds the number of Registrable Securities and other securities,
if any, which can be sold in an orderly manner in such offering within a price
range reasonably acceptable to the holders of a majority of the Registrable
Securities initially requesting registration, the Company will include in such
registration, if any, (i) first, the Registrable Securities requested to be
included in such registration by the holders thereof, pro rata among such
holders on the basis of the number of shares of Registrable Securities owned by
each such holder, and (ii) second, the other securities requested to be
included, in each of (i) and (ii) which securities in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering.

                  9E. Restrictions on Demand Registrations. The Company will not
be obligated to effect any Demand Registration within six months after the
effective date of a previous Demand Registration. The Company may postpone for
up to six months the filing or the effectiveness of a registration statement for
a Demand Registration if the Company's board of directors determines that such
Demand Registration would reasonably be expected to have an adverse effect on
any proposal or plan by the Company or any of its Subsidiaries to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or similar transaction; provided that, in
such event, the holders of Registrable Securities initially requesting such
Demand Registration will be entitled to withdraw such request.

                  9F. Selection of Underwriters. The holders of a majority of
the WS Registrable Securities, or in the case of a DLJ Demand Registration the
DLJ Majority, will have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the Company's approval which
will not be unreasonably withheld.

                  9G. Other Registration Rights. Except as provided in this
Agreement, the Company will not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of a majority of the WS Registrable
Securities.

                  9H. Demand Registration Expenses. The Registration Expenses in
connection with any Demand Registration will be paid by the Company, including
the reimbursement of the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities included in such
registration.

                  SECTION 10. PIGGYBACK REGISTRATIONS

                  10A. Right to Piggyback. Whenever the Company proposes to
register any of its securities under the Securities Act (other than (i) in
connection with the Company's initial public offering of Common Stock, (ii)
pursuant to a Demand Registration (but subject to the rights of holders of
Registrable Securities to participate in Demand Registrations pursuant to
Section 9) or (iii) pursuant to a registration on Form S-4 or S-8 or any
successor or similar forms) and the registration form to be used may be used for
the registration of Registrable Securities (a "Piggyback Registration"), the
Company will give prompt written notice to all


                                       13

<PAGE>
holders of Registrable Securities of its intention to effect such a registration
and will use its reasonable best efforts to include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company's
notice.

                  10B. Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.

                  10C. Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering in an orderly manner
within a price range acceptable to the Company, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, and (iii) third, other
securities requested to be included in such registration.

                  10D. Other Registrations. If the Company has previously filed
a registration statement with respect to Registrable Securities pursuant to
Section 9 or pursuant to this Section 10, and if such previous registration has
not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-4 or S-8 or any successor form), whether on
its own behalf or at the request of any holder or holders of such securities,
until a period of at least six months has elapsed from the effective date of
such previous registration.

                  10E. Postponement or Withdrawal. Notwithstanding the
foregoing, the Company may postpone or withdraw any registration statement
referred to in this Section 10 without incurring any liability to holders of
Registrable Securities.

                  SECTION 11. HOLDBACK AGREEMENTS

                  11A. Agreement of Holders of Registrable Securities. Each
holder of Registrable Securities will not effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of the Company, or
any securities, options or rights convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and the 180-day
period beginning on the effective date of any underwritten Demand Registration
or any underwritten Piggyback Registration (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.

                  11B. Company Agreement. The Company will (i) not effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 180-day period beginning on the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to
registrations on Form S-4 or S-8 or any successor form), unless the underwriters
managing the


                                       14

<PAGE>
registered public offering otherwise agree, and (ii) cause each holder of shares
of Common Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock, purchased from the Company at any time
after the date of this Agreement (other than in a registered public offering) to
agree not to effect any public sale or distribution (including sales pursuant to
Rule 144) of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.

                  SECTION 12. REGISTRATION PROCEDURES

                  Whenever the holders of Registrable Securities have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its reasonable best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
reasonably possible:

                  (i) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and thereafter use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish to
the counsel selected by the holders of a majority of the Registrable Securities
initiating such registration statement copies of all such documents proposed to
be filed, which documents will be subject to review of such counsel);

                  (ii) notify each holder of Registrable Securities of the
effectiveness of each Registration Statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of either (i) not less than six months (subject to extension pursuant to Section
15) or, if such registration statement relates to an underwritten offering, such
longer period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by an underwriter or dealer or (ii) such shorter period as will
terminate when all of the securities covered by such registration statement have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement (but in any
event not before the expiration of any longer period required under the
Securities Act), and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided that the Company
shall not be obligated to maintain the effectiveness of any registration
statement for a period of more than twenty-four months from the date on which
the such registration statement initially becomes effective.

                  (iii) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as


                                       15

<PAGE>
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;

                  (iv) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);

                  (v) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the discovery of the happening of
any event as a result of which, the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and, at the request of any such
seller, the Company will prepare and furnish to such seller a reasonable number
of copies of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made;

                  (vi) cause all such Registrable Securities to be listed on
each securities exchange or market on which similar securities issued by the
Company are then listed;

                  (vii) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;

                  (viii) enter into such customary agreements (including
underwriting agreements in customary form) as may be requested by the
underwriters and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or a
combination of shares);

                  (ix) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

                  (x) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least


                                       16

<PAGE>
twelve months beginning with the first day of the Company's first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;

                  (xi) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Securities included in such registration statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order;

                  (xii) obtain one or more comfort letters, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), signed by the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
comfort letters as the holders of a majority of the Registrable Securities being
sold reasonably request (provided that such Registrable Securities constitute at
least 10% of the securities covered by such registration statement); and

                  (xiii) as required by the Securities Act or by an underwriter,
provide a legal opinion of the Company's outside counsel, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), with respect to the registration statement, each
amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary
form and covering such matters of the type customarily covered by legal opinions
of such nature.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.

                  SECTION 13. REGISTRATION EXPENSES

                  13A. Company Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except
that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on the NASD
automated quotation system.


                                       17

<PAGE>
                  13B. Reimbursement. In connection with each Demand
Registration and each Piggyback Registration, the Company will reimburse the
holders of Registrable Securities covered by such registration for the
reasonable fees and disbursements of one counsel chosen by the holders of a
majority of the Registrable Securities included in such registration. In
connection with each Demand Registration and each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of each additional
counsel retained by any holder of Registrable Securities for the purpose of
rendering any legal opinion required by the Company or the managing
underwriter(s) to be rendered on behalf of such holder in connection with any
underwritten Demand Registration or Piggyback Registration.

                  SECTION 14. INDEMNIFICATION

                  14A. Indemnification Obligation of the Company. The Company
agrees to indemnify and hold harmless, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses caused by (i) any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or, (ii) any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except in so far as the same are caused by or contained in any
information furnished in writing to the Company by or on behalf of such holder
expressly for use therein or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.

                  14B. Indemnification of the Company. In connection with any
registration statement in which a holder of Registrable Securities is
participating, each such holder will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, will indemnify and hold harmless the Company, its directors
and officers and each other Person who controls the Company (within the meaning
of the Securities Act) against any losses, claims, damages, liabilities and
expenses caused by (i) any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by or on behalf of such holder; provided that the obligation to
indemnify will be individual to each holder and will be limited to the net
amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.


                                       18

<PAGE>

                  14C. Indemnification Procedures. Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any Person's
right to indemnification hereunder to the extent such failure has not adversely
affected the indemnifying party) and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

                  14D. Other Indemnification Provisions. The indemnification
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or
any officer, director or controlling Person of such indemnified party and will
survive the transfer of securities. The Company and any other indemnifying party
with respect to the matters set forth in Sections 9 through 14 of this Agreement
also agree to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

                  SECTION 15. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

                  No Person may participate in any registration hereunder which
is underwritten unless such Person (i) agrees to sell such Person's securities
on the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s), provided that no holder of Registrable
Securities will be required to sell more than the number of Registrable
Securities that such holder has requested the Company to include in any
registration) and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. Each Person that is
participating in any registration hereunder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 12(v) above, such Person will forthwith discontinue the disposition of
its Registrable Securities pursuant to the registration statement until such
Person's receipt of the copies of a supplemented or amended prospectus as
contemplated by such Section 12(v). In the event the Company shall give any such
notice, the applicable time period mentioned in Section 12(ii) during which a
Registration Statement is to remain effective shall be extended by the number of
days during the period from and including the date of the giving of such notice
pursuant to this Section 15 to and including the date when each seller of
Registrable Securities covered by such registration statement shall


                                       19

<PAGE>
have received the copies of the supplemented or amended prospectus contemplated
by Section 12(v).

                  SECTION 16. DEFINITIONS

                  "Affiliate" of a Stockholder means any other person, entity or
investment fund controlling, controlled by or under common control with the
Stockholder and, in the case of a Stockholder which is a partnership, any
partner of the Stockholder.

                  "Agreement" has the meaning set forth in the Preamble.

                  "Approved Sale" has the meaning set forth in Section 3A.

                  "Available Shares" has the meaning set forth in Section 2B.

                  "Certificate of Incorporation" means the Company's certificate
of incorporation in effect at the time as of which any determination is being
made.

                  "Change of Control" means a Sale of the Company after which a
person or group of related Persons, other than any holder of Stockholder Shares
immediately prior to the consummation of such Sale of the Company (and other
than any of such holder's Affiliates), owns directly or indirectly capital stock
of the Company possessing the voting power to elect a majority of the Board.

                  "Closing" has the meaning set forth in the Stock Purchase
Agreement.

                  "Coinvestors" has the meaning set forth in the Preamble.

                  "Common Stock" means the Company's Common Stock, par value
$0.01 per share.

                  "Company" has the meaning set forth in the Preamble.

                  "Demand Registration" has the meaning set forth in Section 9A.

                  "DLJ Demand Registration" has the meaning set forth in Section
9D.

                  "DLJ Director" has the meaning set forth in Section 8A.

                  "DLJ Majority" has the meaning set forth in Section 9D.

                  "DLJ Stockholders" means the DLJ entities set forth on the
signature pages to this Agreement.

                  "Election Notice" has the meaning set forth in Section 4B.

                  "Election Period" has the meaning set forth in Section 2A.


                                       20

<PAGE>
                  "Executives" has the meaning set forth in the Preamble.

                  "Exempt Transfer" has the meaning set forth in Section 2D.

                  "Family Group" with respect to any Stockholder, means such
Stockholder's spouse, siblings and descendants (whether or not adopted) and any
trust, family limited partnership or limited liability company that is and
remains solely for the benefit of such Stockholder and/or such Stockholder's
spouse, siblings and/or descendants.

                  "Fully Diluted Basis" means, without duplication, (i) all
shares of Common Stock outstanding at the time of determination plus (ii) all
shares of Common Stock issuable directly or indirectly upon conversion of all
outstanding convertible securities or the exercise or exchange of all
outstanding option, warrant or similar right, whether or not such convertible
security, right or option, warrant or similar right is then convertible,
exercisable or exchangeable.

                  "Independent Third Party" means any Person who, immediately
prior to the contemplated transaction, does not own in excess of 5% of the
Company's Common Stock on a Fully Diluted Basis (a "5% Owner"), who is not
controlling, controlled by or under common control with any such 5% Owner and
who is not the spouse or descendent (by birth or adoption) of any such 5% Owner
or a trust for the benefit of such 5% Owner and/or such other Persons.

                  "Investor" or "Investors" has the meaning set forth in the
Preamble.

                  "Investor Shares" means any Stockholder Shares held by the
Investors or their direct or indirect transferees.

                  "Liquidation Value" means, with respect to each share of
Preferred Stock, $1,000 plus the aggregate amount of accrued and unpaid
dividends thereon.

                  "Long-Form Registrations" has the meaning set forth in Section
9A.

                  "Majority WS Holders" at any time means the holders of a
majority of the WS Shares at such time, determined on a Fully Diluted Basis.

                  "New Securities" has the meaning set forth in Section 4D.

                  "New Stockholders" has the meaning set forth in the Preamble.

                  "Offering Period" has the meaning set forth in Section 4B.

                  "Other Registrable Securities" means (i) any shares of Common
Stock issued to Stockholders (other than WS), and (ii) any equity securities
issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular shares constituting Other
Registrable Securities, such shares will cease to be Other Registrable
Securities when they have been (x) effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
or (y) sold to the public through a broker dealer or market maker pursuant to
Rule


                                       21

<PAGE>
144 (or any similar provision then in force) under the Securities Act. For
purposes of this Agreement, a Person will be deemed to be a holder of Other
Registrable Securities whenever such Person has the right to acquire directly or
indirectly such Other Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected.

                  "Other Stockholders" has the meaning set forth in Section 2A.

                  "Participating Shares" has the meaning set forth in Section
2C.

                  "Participating Stockholders" has the meaning set forth in
Section 2C.

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

                  "Piggyback Registration" has the meaning set forth in Section
10A.

                  "Preferred Stock" means the Company's Series A Preferred
Stock, par value $.01 per share.

                  "Public Offering" means a public offering and sale of
Stockholder Shares pursuant to an effective registration statement under the
Securities Act.

                  "Public Sale" means any sale of Stockholder Shares to the
public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer or market maker pursuant to the provisions of
Rule 144 adopted under the Securities Act.

                  "Registrable Securities" means, collectively, the WS
Registrable Securities and the Other Registrable Securities. For purposes of
this Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.

                  "Registration Expenses" has the meaning set forth in Section
13A.

                  "Sale Notice" has the meaning set forth in Section 2A.

                  "Sale of the Company" means the sale of the Company to an
Independent Third Party or group of Independent Third Parties pursuant to which
such party or parties acquire (i) capital stock of the Company possessing the
voting power to elect a majority of the Board (whether by merger, consolidation
or sale or transfer of the Company's capital stock) or (ii) all or substantially
all of the Company's assets determined on a consolidated basis.


                                       22

<PAGE>
                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "Securities and Exchange Commission" includes any governmental
body or agency succeeding to the functions thereof.

                  "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.

                  "Short-Form Registrations" has the meaning set forth in
Section 9A.

                  "Stock Purchase Agreement" has the meaning set forth in the
Preamble.

                  "Stockholder Shares" means (i) any Common Stock, Preferred
Stock held by any Stockholder (including any such securities of the Company held
by any Person having control over or in control of such Stockholder) as of the
Closing or at any time thereafter, and (ii) any capital stock or other equity
securities issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) above by way of dividend or split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular shares constituting Stockholder
Shares, such shares shall cease to be Stockholder Shares when they have been (x)
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering them or (y) sold to the public through
a broker, dealer or market maker pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act.

                  "Stockholder" or "Stockholders" has the meaning set forth in
the Preamble.

                  "Transfer" has the meaning set forth in Section 2A.

                  "Transfer Shares" has the meaning set forth in Section 2A.

                  "Transferring Stockholder" has the meaning set forth in
Section 2A.

                  "WS Registrable Securities" means (i) any shares of Common
Stock issued to WS pursuant to the Stock Purchase Agreement, (ii) any shares of
Common Stock otherwise acquired by WS, (iii) any shares of Common Stock issued
or issuable upon conversion of other WS Shares, and (iv) any equity securities
issued or issuable directly or indirectly with respect to the securities
referred to in any of clauses (i) through (iii) above by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular shares
constituting WS Registrable Securities, such shares will cease to be WS
Registrable Securities when they have been (x) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, or (y) sold to the public through a broker dealer or market maker
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act. For purposes of this Agreement, a Person will be deemed to be a
holder of WS Registrable Securities whenever such Person has the right to
acquire directly or indirectly such WS Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions


                                       23

<PAGE>
or limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.

                  "WS Shares" means (i) any Stockholder Shares acquired by WS
pursuant to the Stock Purchase Agreement, (ii) any Stockholder Shares otherwise
held from time to time by WS and (iii) any securities issued or issuable
directly or indirectly with respect to the Stockholder Shares referred to in
clause (i) or (ii) by way of dividend or split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization, provided that WS Shares shall continue to be WS Shares only so
long as such shares are owned by WS or any Affiliate of WS.

                  "WS" has the meaning set forth in the Preamble.

                  Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Stock Purchase Agreement.

                  SECTION 17. MISCELLANEOUS

                  17A. Transfers in Violation of Agreement. Any Transfer or
attempted Transfer of any Stockholder Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such Transfer on
its books or treat any purported transferee of such Stockholder Shares as the
owner of such shares for any purpose.

                  17B. Amendment and Waiver. Except as otherwise provided
herein, no modification, amendment or waiver of any provision of this Agreement
shall be effective against the Company or the Stockholders unless such
modification, amendment or waiver is approved in writing by the Company and the
Majority WS Holders; provided that in the event that such amendment or waiver by
its terms treats any holder or group of holders of the same class of Stockholder
Shares adversely relative to other holders of such class of Stockholder Shares
(which shall include, without limitation, the elimination of a right granted to
one or more holders of a class of Stockholder Shares which right was not granted
to all holders of such class under this Agreement), then such amendment or
waiver will require the consent of a majority of Stockholder Shares of such
class held by such holder or group of holders of Stockholder Shares so adversely
treated.

                  17C. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

                  17D. Entire Agreement. Except as otherwise expressly set forth
herein, this document, the Stock Purchase Agreement and the documents referenced
therein embody the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior
understandings, agreements or


                                       24

<PAGE>
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.

                  17E. No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.

                  17F. Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).

                  17G. Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and the Stockholders and any
subsequent holders of Stockholder Shares and the respective successors and
assigns of each of them, so long as they hold Stockholder Shares.

                  17H. Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

                  17I. Remedies. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that the Company and any Stockholder shall have the right to
injunctive relief, in addition to all of its rights and remedies at law or in
equity, to enforce the provisions of this Agreement. Nothing contained in this
Agreement shall be construed to confer upon any Person who is not a signatory
hereto any rights or benefits, as a third party beneficiary or otherwise.

                  17J. Notices. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or received by certified
mail, return receipt requested, or sent by reputable overnight courier service
(charges prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated in the Stock Purchase agreement and to any
subsequent holder of Stockholder Shares at such address as indicated by the
Company's records or at such address or to the attention of such other person as
the recipient party has specified by prior written notice to the sending party.
Notices will be deemed to have been given hereunder (i) when delivered
personally to the recipient, (ii) one business day after being sent to the
recipient by reputable overnight courier service (charges prepaid), (iii) upon
machine-generated acknowledgment of receipt after transmittal by facsimile if so
acknowledged to have been received before 5:00 p.m. on a business day at the
location of receipt and otherwise on the next following business day, provided
that such notice, demand or other communication is also deposited within 24
hours thereafter with a reputable overnight courier service (charges prepaid)
for delivery to the same Person, or (iv) five days after being mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. The Company's address is:


                                       25

<PAGE>
                                    Ziff Davis Media Inc.
                                    28 East 28th Street
                                    New York, NY 10016
                                    Attention: Chief Executive Officer

                                    with a copy to
                                    (which shall not constitute notice to the
                                    Company)

                                    Willis Stein & Partners II, L.P.
                                    227 West Monroe, Ste. 4300
                                    Chicago, IL 60606
                                    Fax: (312) 422-2424
                                    Attn: Daniel H. Blumenthal

                                    and

                                    Kirkland & Ellis
                                    200 East Randolph Drive
                                    Chicago, IL 60601
                                    Fax: (312) 861-2000
                                    Attn: John A. Weissenbach, Esq.

                  17K. Governing Law. The corporate law of Delaware will govern
all issues concerning the relative rights of the Company and its Stockholders.
All other issues concerning this Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Illinois.

                  17L. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

                                    * * * * *


                                       26

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Investor Rights Agreement on the day and year first above written.

                            THE COMPANY:

                               ZIFF DAVIS HOLDINGS INC.

                               By: /s/ Daniel H. Blumenthal
                               ------------------------------------
                               Its: Vice President
                               ------------------------------------


                            WS:

                               WILLIS STEIN & PARTNERS II, L.P.

                               By: Willis Stein & Partners Management II, L.P.
                               Its:   General Partner

                               By: Willis Stein & Partners Management II, L.L.C.


                               By: /s/ /Daniel H. Blumenthal
                               ------------------------------------
                               Name:  Daniel H. Blumenthal
                               Title:    Managing Director

                               WILLIS STEIN & PARTNERS DUTCH, L.P.

                               By: Willis Stein & Partners Management II, L.P.
                               Its:   General Partner

                               By: Willis Stein & Partners Management II, L.L.C.


                               By: /s/ Daniel H. Blumenthal
                               ------------------------------------

                               Name:  Daniel H. Blumenthal
                               Title:    Managing Director

[End of Signature Page to the Investor Rights Agreement. Counterpart signature
pages for the other Stockholders to be attached separately pursuant to Section
18H.]

<PAGE>


                                     DLJ MERCHANT BANKING PARTNERS II,
                                     L.P., a Delaware Limited Partnership

                                     By:    DLJ Merchant Banking II, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal

                                     DLJ MERCHANT BANKING PARTNERS II-A,

                                     L.P., a Delaware Limited Partnership

                                     By:    DLJ Merchant Banking II, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal

                                     DLJ OFFSHORE PARTNERS II, C.V., a
                                     Netherlands Antilles Limited Partnership

                                     By:    DLJ Merchant Banking II, Inc.,
                                     Its:   Advisory General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal

                                     DLJ DIVERSIFIED PARTNERS, L.P., a Delaware
                                     Limited Partnership

                                     By:    DLJ Diversified Partners, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal


                  [Signature Page to Investor Rights Agreement]

<PAGE>
                                     DLJ DIVERSIFIED PARTNERS-A, L.P., a
                                     Delaware Limited Partnership

                                     By:    DLJ Diversified Partners, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                     Name:  David Wittels
                                     Title:  Principal

                                     DLJ MILLENNIUM PARTNERS, L.P., a
                                     Delaware Limited Partnership

                                     By:    DLJ Merchant Banking II, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal

                                     DLJ MILLENNIUM PARTNERS-A, L.P., a
                                     Delaware Limited Partnership

                                     By:    DLJ Merchant Banking II, Inc.,
                                     Its:   Managing General Partner


                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal

                                     DLJMB FUNDING II, INC., a Delaware
                                     corporation

                                     By:    /s/ David Wittels
                                     ------------------------------------

                                            Name:  David Wittels
                                            Title:  Principal


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                 DLJ FIRST ESC L.P., a Delaware Limited
                                 Partnership

                                 By:    DLJ LBO Plans Management Corporation
                                 Its:   General Partner

                                 By:    /s/ David Wittels
                                 ------------------------------------

                                        Name:  David Wittels
                                        Title:   Principal

                                 DLJ EAB PARTNERS, L.P., a Delaware Limited
                                 Partnership

                                 By:    /s/ David Wittels

                                        Name:  David Wittels
                                        Title:  Principal

                                 DLJ ESC II L.P., a Delaware Limited Partnership

                                 By:    DLJ LBO Plans Management Corporation
                                 Its:   General Partner

                                 By:    /s/ David Wittels
                                 ------------------------------------

                                        Name:  David Wittels
                                        Title: Principal

                                 CO-INVESTMENT PARTNERS, L.P.

                                 By:    CIP Partners, LLC.,
                                 Its:   General Partner


                                 By:    /s/ Walter M. Cain
                                 ------------------------------------

                                        Name:  Walter M. Cain
                                        Title:  Individual Managing Member


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                            THE CHASE MANHATTAN BANK AS TRUSTEE
                                            FOR FIRST PLAZA GROUP TRUST

                                            By:    /s/ John F. Weeda

                                                   Name:  John F. Weeda
                                                   Title:  Vice President

                                                   The Chase Manhattan Bank has
                                                   executed this
                                                   Document/Agreement solely in
                                                   its capacity as Directed
                                                   Trustee of the First Plaza
                                                   Group Trust upon the
                                                   direction of General Motors
                                                   Investment Management
                                                   Corporation.


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                           NASSAU CAPITAL PARTNERS FUND III L.P.

                                           By:    Nassau Capital L.L.C.,
                                           Its:   General Partner

                                           By:    /s/ Randall A. Hack
                                           ------------------------------------

                                                  Name:  Randall A. Hack
                                                  Title:  Member

                                           NAS PARTNERS I L.L.C.

                                           By:    /s/ Randall A. Hack
                                           ------------------------------------

                                                  Name:  Randall A. Hack
                                                  Title:  Member


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                      NORWEST EQUITY PARTNERS VII, L.P.

                                      By:    Itasca LBO Partners VII, LLP,
                                      Its:   General Partner


                                      By:    /s/ Arthur R. Monaghan
                                      ------------------------------------

                                             Name:  Arthur R. Monaghan
                                             Title:  Its Authorized Signatory


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                    GS PRIVATE EQUITY PARTNERS II, L.P.

                                    By:    GS PEP II Advisors, L.L.C.,
                                    Its:   General Partner

                                    By:    GSAM Gen-Par, L.L.C.,
                                    Its:   Managing Member

                                    By:    /s/ Jerry Truzzolino
                                    ------------------------------------

                                           Name:  Jerry Truzzolino
                                           Title:  Vice President

                                    GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P.

                                    By:    GS PEP II Offshore Advisors, Inc.,
                                    Its:   General Partner


                                    By:    /s/ Jerry Truzzolino
                                    ------------------------------------

                                           Name:  Jerry Truzzolino
                                           Title:  Vice President


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                   GS PRIVATE EQUITY PARTNERS II - DIRECT
                                   INVESTMENT FUND, L.P.

                                   By:    GS PEP II Direct Investment Advisors,
                                          L.L.C.,
                                   Its:   General Partner

                                   By:    GSAM Gen-PAR, L.L.C.,
                                   Its:   General Partner


                                   By:    /s/ Jerry Truzzolino
                                   ------------------------------------

                                          Name:  Jerry Truzzolino
                                          Title:  Vice President

                                   GS PRIVATE EQUITY PARTNERS III, L.P.

                                   By:    GS PEP III Advisors, L.L.C.,
                                   Its:   General Partner

                                   By:    GSAM Gen-Par, L.L.C.,
                                   Its:   Managing Member


                                   By:    /s/ Jerry Truzzolino
                                   ------------------------------------

                                          Name:  Jerry Truzzolino
                                          Title:  Vice President

                                   GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P.

                                   By:    GS PEP III Offshore Advisors, Inc.,
                                   Its:   General Partner


                                   By:    /s/ Jerry Truzzolino
                                   ------------------------------------

                                          Name:  Jerry Truzzolino
                                          Title:  Vice President


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                    GS PRIVATE EQUITY PARTNERS CONNECTICUT, L.P.

                                    By:    GS Private Equity Management
                                           Connecticut, L.L.C.,
                                    Its:   General Partner

                                    By:    GSAM Gen-Par, L.L.C.,
                                    Its:   Managing Member


                                    By:    /s/ Jerry Truzzolino
                                    ------------------------------------

                                           Name:  Jerry Truzzolino
                                           Title:  Vice President


                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                            /s/ James D. Dunning, Jr.
                                            ------------------------------------

                                            James D. Dunning, Jr.













                  [Signature Page to Investor Rights Agreement]

<PAGE>

                                            /s/ Thomas McGrade
                                            ------------------------------------

                                            Thomas McGrade












                  [Signature Page to Investor Rights Agreement]

<PAGE>

                             SCHEDULE OF COINVESTORS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------- -----------------------------------------
                                                                                        STOCKHOLDER SHARES

---------------------------------------------------------------------------- ------------------- ---------------------
                                COINVESTORS                                     Common Stock       Preferred Stock
<S>                                                                                <C>                      <C>
---------------------------------------------------------------------------- ------------------- ---------------------
Abu Dhabi Investment Authority                                                     3,000,000.00             14,250.00
---------------------------------------------------------------------------- ------------------- ---------------------
The Chase Manhattan Bank as Trustee for First Plaza Group Trust                    2,000,000.00              9,500.00
---------------------------------------------------------------------------- ------------------- ---------------------
Co-Investment Partners, L.P.                                                       3,000,000.00             14,250.00
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Diversified Partners, L.P.                                                       368,282.80              1,749.34
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Diversified Partners-A, L.P.                                                     136,767.60                649.65
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ EAB Partners, L.P.                                                                28,282.80                134.34
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ ESC II L.P.                                                                    1,739,546.80              8,262.42
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ First Esc L.P.                                                                    12,121.20                 57.58
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Merchant Banking Partners II-A, L.P.                                             250,865.40              1,191.61
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Merchant Banking Partners II, L.P.                                             6,299,252.40             29,921.45
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Millennium Partners, L.P.                                                        101,851.80                483.80
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Millennium Partners-A, L.P.                                                       19,865.40                 94.36
---------------------------------------------------------------------------- ------------------- ---------------------
DLJ Offshore Partners II, C.V.                                                       309,764.40              1,471.38
---------------------------------------------------------------------------- ------------------- ---------------------
DLJMB Funding II, Inc.                                                               733,399.40              3,484.07
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners II, L.P.                                                  889,682.00              4,225.99
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners II Offshore, L.P.                                         460,739.80              2,188.51
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners II - Direct Investment Fund, L.P.                         368,591.80              1,750.81
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners III, L.P.                                                 932,511.20              4,429.43
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners III Offshore, L.P.                                        217,391.40              1,032.61
---------------------------------------------------------------------------- ------------------- ---------------------
GS Private Equity Partners Connecticut, L.P.                                         131,083.80                622.65
---------------------------------------------------------------------------- ------------------- ---------------------
NAS Partners I L.L.C.                                                                 11,575.00                 54.98
---------------------------------------------------------------------------- ------------------- ---------------------
Nassau Capital Partners Fund III L.P.                                              1,488,425.00              7,070.02
---------------------------------------------------------------------------- ------------------- ---------------------
Norwest Equity Partners VII, L.P.                                                  1,500,000.00              7,125.00
---------------------------------------------------------------------------- ------------------- ---------------------
</TABLE>

<PAGE>

                            SCHEDULE OF WS INVESTORS

<TABLE>
<CAPTION>
-------------------------------------------------------------- -------------------------------------------------------
                          INVESTORS                                              STOCKHOLDER SHARES

                                                               -------------------------------- ----------------------
                                                                        Common Stock               Preferred Stock
<S>                                                                           <C>                        <C>
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners II, L.P.                                              18,797,498.79              89,288.12
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners Dutch, L.P.                                            1,202,501.21               5,711.88
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners III, L.P.                                             23,388,732.50          204,144.80111
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners Dutch III-A, L.P.                                        704,225.25            6,146.71718
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners Dutch III-B, L.P.                                        704,225.25            6,146.71718
-------------------------------------------------------------- -------------------------------- ----------------------
Willis Stein & Partners III-C, L.P.                                              202,817.00            1,770.25566
-------------------------------------------------------------- -------------------------------- ----------------------
</TABLE>

<PAGE>

                          SCHEDULE OF NEW STOCKHOLDERS

<TABLE>
<CAPTION>
-------------------------------------------------------------- -------------------------------------------------------
                      NEW STOCKHOLDERS                                           STOCKHOLDER SHARES

                                                               -------------------------------- ----------------------
                                                                        Common Stock               Preferred Stock
<S>                                                                           <C>                        <C>
-------------------------------------------------------------- -------------------------------- ----------------------
..
-------------------------------------------------------------- -------------------------------- ----------------------
..
-------------------------------------------------------------- -------------------------------- ----------------------

-------------------------------------------------------------- -------------------------------- ----------------------
</TABLE>