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                                                                    Exhibit 10.3

                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is entered into as of December 16, 1999
by and among Raymond Karsan Holdings, Inc., a Pennsylvania corporation (the
"Company") and Parthenon Investors, L.P., PCIP Investors, JMH Partners Corp.,
Shad Run Investments, L.P., TSG Co-Investors, LLC, The Shattan Group, LLC,
Thomas S. Shattan, Gregory E. Mendel and G. Kevin Fechtmeyer (the "Holders").

     WHEREAS, the Company and the Holders wish to provide certain arrangements
with respect to the registration of shares of capital stock of the Company under
the Securities Act;

     NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties agree as follows:

1.  CERTAIN DEFINITIONS.  As used in this Agreement, the following terms shall
have the following respective meanings:

     "Class A Common Stock" means the Class A Common Stock, $0.01 par value, of
      --------------------
the Company.

     "Class B Common Stock" means the Class B Common Stock, $0.01 par value, of
      --------------------
the Company.

     "Commission" means the Securities and Exchange Commission, or any other
      ----------
Federal agency at the time administering the Securities Act or the Exchange Act.

     "Common Stock" means the Class A and Class B Common Stock, $0.01 par value
      ------------
of the Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
      ------------
any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.

     "Parthenon" means Parthenon Investors, L.P., PCIP Investors and JMH
      ---------
Partners Corp.

     "Registrable Shares" means (a) the shares of Class A Common Stock issued or
      ------------------
issuable upon the conversion of Class B Common Stock, (b) the shares of Class A
Common Stock issued or issuable upon the exercise of any of the Warrants, and
(c) any other shares of Class A Common Stock issued in respect of such shares
(because of stock splits, stock dividends, reclassifications, recapitalization,
or similar events).
<PAGE>

     "Registration Expenses" means the expenses described in Section 5.
      ---------------------

     "Registration Statement" means a registration statement filed by the
      ----------------------
Company with the Commission for a public offering and sale of securities of the
Company (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).

     "Securities Act" means the Securities Act of 1933, as amended, or any
      --------------
similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.

     "Stockholder" means any Holder and any persons or entities to whom the
      -----------
rights granted under this Agreement are transferred, and their successors or
assigns.

     "Warrants" means the Class A-1 Warrants, Class A-2 Warrants, Class B
      --------
Warrants, Class D Warrants and Class E Warrants for the purchase of the
Company's Common Stock issued to the Holders pursuant to the Class B Common
Stock and Warrant Purchase Agreement dated December 16, 1999 among the Company
and the Holders.

2. REQUIRED REGISTRATIONS.

     2.1.   Demand Registrations.  At any time following six months after the
            --------------------
closing of the first sale of securities by the Company pursuant to a
Registration Statement, Parthenon may request, in writing, that the Company
effect the registration of certain Registrable Shares held by Parthenon,
provided that such Registrable Shares have an anticipated net aggregate offering
price in excess of five million dollars ($5,000,000).  If Parthenon intends to
distribute the Registrable Shares in an underwritten offering, they shall so
advise the Company in their request.  In the event such registration is
underwritten, the right of other Stockholders to participate shall be
conditioned on such Stockholders' participation in such underwriting upon the
same terms and conditions (provided that the terms of the underwriting are
consistent with this Agreement).  The Company shall, as expeditiously as
possible, use its best efforts to effect the registration of all Registrable
Shares that the Company has been requested to so register.

     2.2.   Registration on Form S-3.  At any time within the five-year period
            ------------------------
after the Company becomes eligible to file a Registration Statement on Form S-3
(or any successor form relating to secondary offerings), Parthenon Investors,
L.P., PCIP Investors or JMH Partners Corp. may request the Company, in writing,
to effect the registration on Form S-3 (or any successor form), of all or such
portion of the Registrable Shares as the holder or holders shall specify.  If
the Stockholders initiating the registration intend to distribute the
Registrable Shares in an underwritten offering, they shall so advise the Company
in their request.  In the event such registration is underwritten, the right of
other Stockholders to participate shall be conditioned on such Stockholders'
participation in such underwriting upon the same terms and conditions (provided
that the terms of the underwriting are consistent with this Agreement). The
Company

                                      -2-
<PAGE>

shall, as expeditiously as possible, use its best efforts to effect the
registration on Form S-3 (or any successor form) of all Registrable Shares that
the Company has been so requested to register.

     2.3.   Limitations.  The Company shall not be required to effect more than
            -----------
two registrations pursuant to Section 2.1 above, provided, however, that no
registration which shall not have become and remained effective in accordance
with Section 4.1 shall be deemed to be a registration for any purpose of this
sentence.  In addition, the Company shall not be required to effect any
registration within six months after the effective date of any other
Registration Statement of the Company.  Under Section 2.2 above, the Stockholder
or Stockholders shall have the right to require the Company to effect an
unlimited number of registrations on Form S-3; provided, however, that in any
one year the Company shall not be required to effect more than two such
registrations and any such registration shall be separated from any previous
registration by a period of at least six months.

     2.4.   Delay for Good Cause.  If at the time of any request to register
            --------------------
Registrable Shares pursuant to this Section 2, the Company is engaged or has
firm plans to engage within 90 days of the time of the request in a registered
public offering as to which the Stockholders may include Registrable Shares
pursuant to Section 3 or is engaged in any other activity which, in the good
faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company may at its option direct that such request be delayed for a
period not in excess of 120 days from the effective date of such offering or the
date of commencement of such other material activity, as the case may be, such
right to delay a request to be exercised by the Company not more than once in
any two-year period.

     2.5.   Selection of Underwriter.  In the case of any registration effected
            ------------------------
pursuant to this Section 2, the requesting Stockholders shall have the right to
designate the managing underwriter, subject to the approval of the Company,
which approval may not be unreasonably withheld or delayed.

3. INCIDENTAL REGISTRATION.

     3.1.   Company Registration.  Whenever the Company proposes to file a
            --------------------
Registration Statement, including at the request of Stockholders pursuant to
Section 2, prior to such filing it shall give written notice to all Stockholders
of its intention to do so, and upon the written request of a Stockholder or
Stockholders given within 20 days after the Company provides such notice (which
request shall state the intended method of disposition of such Registrable
Shares), the Company shall use its best efforts to cause all Registrable Shares
which the Company has been requested to register to be registered under the
Securities Act to the extent necessary to permit their sale or other disposition
in accordance with the intended methods of distribution specified in the request
of such Stockholder(s); provided that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Section 3.1
without obligation to any Stockholder.

                                      -3-
<PAGE>

     3.2.   Limitations.  In connection with any offering under this Section 3
            -----------
involving an underwriting, the Company shall not be required to include any
Registrable Shares in such underwriting unless the holders thereof accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it (provided that the terms of the underwriting are
consistent with this Agreement).  If in the opinion of the managing underwriter
the registration of  all, or part of, the Registrable Shares that Stockholders
have requested to be included would materially and adversely affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Shares, if any, that the managing underwriter
believes may be sold without causing such adverse effect.  In the event of such
a reduction in the number of shares to be included in the underwriting, all
Stockholders who have requested registration shall participate in the
underwriting pro rata based upon their total ownership of Registrable Shares
taken in the aggregate and if any such Stockholder would thus be entitled to
include more Registrable Shares than such Stockholder requested, the excess
shall be allocated among such other requesting Stockholders pro rata based on
their proportionate ownership of Registrable Shares.  No other securities
requested to be included in a registration for the account of anyone other than
the Company or the Stockholders shall be included in a registration unless all
Registrable Shares requested to be included in such registration are so
included.

4. REGISTRATION PROCEDURES.  If and whenever the Company is required by the
provisions of this Agreement to use its best efforts to effect the registration
of any of the Registrable Shares under the Securities Act, the Company shall:

     4.1.   Filing.  Prepare and (in the case of a registration pursuant to
            ------
Section 2 hereof, promptly and in any event within 60 days after the end of the
period within which requests for registration may be delivered to the Company)
file with the Commission a Registration Statement with respect to such
Registrable Shares and use its best efforts to cause that Registration Statement
to become and remain effective;

     4.2.   Amendments and Supplements. As expeditiously as possible prepare and
            --------------------------
file with the Commission any amendments and supplements to the Registration
Statement and the prospectus included in the Registration Statement as may be
necessary to keep the Registration Statement effective for a period of not less
than 180 days from the effective date;

     4.3.   Copies of Prospectus.  As expeditiously as possible furnish to each
            --------------------
selling Stockholder such reasonable numbers of copies of the prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such registration
statement or prospectus and such other documents as the selling Stockholder may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Shares owned by the selling Stockholder;

                                      -4-
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     4.4.   Blue Sky Qualification.  As expeditiously as possible use its best
            ----------------------
efforts to register or qualify the Registrable Shares covered by the
Registration Statement under the securities or Blue Sky laws of such states as
the selling Stockholder shall reasonably request, and do any and all other acts
and things that may be necessary or desirable to enable the selling Stockholder
to consummate the public sale or other disposition in such jurisdictions of the
Registrable Shares owned by the selling Stockholder, as the case may be;
provided, however, that the Company shall not thereby be required to qualify as
a foreign corporation or execute a general consent to service of process in any
jurisdiction;

     4.5.   Underwritten Offering. In the event that Registrable Shares are sold
            ---------------------
pursuant to a Registration Statement in an underwritten offering, enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company of the underwriters of such offering;

     4.6.   Cooperation.  Use its best efforts to cooperate with the selling
            -----------
Stockholder or Stockholders in the disposition of the Common Stock covered by
the Registration Statement, including without limitation in the case of an
offering pursuant to Section 2.1 causing key executives of the Company and its
subsidiaries to participate under the direction of the managing underwriter in a
"road show" scheduled by such managing underwriter in such locations and of such
duration as in the judgment of such managing underwriter are appropriate for
such underwritten offering;

     4.7.   Opinion of Counsel; Comfort Letter.  In connection with an
            ----------------------------------
underwritten public offering, furnish to each selling Stockholder all legal
opinions, auditors' consents and comfort letters and experts cooperations as may
be required, including a signed counterpart, addressed to all such selling
Stockholders, of (i) an opinion of counsel for the Company experienced in
securities law matters and (ii) a "cold comfort" letter signed by the
independent public accountants who have certified the Company's financial
statements included in the Registration Statement, covering substantially the
same matters with respect to the Registration Statement and the prospectus as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities;

     4.8.   Earnings Statement.  Use its best efforts to comply with the
            ------------------
Securities Act, the Exchange Act and all applicable rules and regulations of the
Commission and make available to it security holders, as soon as reasonably
practicable, an earnings statement of the Company (in form complying with the
provisions of Rule 158 promulgated under the Securities Act) covering the period
of at least 12 months beginning with the first month following the effective
date of the registration statement;

                                      -5-
<PAGE>

     4.9.  Listing.  Use its best efforts either to list the Registrable Shares
           -------
on a national securities exchange or have them designated as national market
securities by the National Association of Securities Dealers, Inc. ("NASD").

     4.10. Transfer Agent.  Provide a transfer agent and registrar for all such
           --------------
Registrable Securities not later than the effective date of such registration
statement.

     4.11. Company Lockup.  In the case of an underwritten offering under
           --------------
Section 2.1 hereof, refrain, without the consent of the managing underwriter,
for a period from 15 days before the effective date of the registration sale
until 180 days after such effective date, from directly or indirectly selling,
offering to sell, granting any option for the sale of, or otherwise disposing of
any common equity or securities convertible into common equity other than
pursuant to Company employee equity plans.

     4.12. Participation by Selling Security Holders.  In connection with the
           -----------------------------------------
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, and before filing any such registration
statement or any other document in connection therewith, give the participating
Holders and their underwriters, if any, and their respective counsel and
accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, each amendment thereof or supplement thereto and any related
underwriting agreement or other document to be filed, and give each of the
aforementioned Persons such access to its books and records and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements as
shall be necessary, in the opinion of such Holders, underwriters, counsel or
accountants, to conduct a reasonable investigation within the meaning of the
Securities Act.

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 and which shall be required by the
Securities Act (or similar state laws) or by the Commission in connection
therewith.

If the Company has delivered preliminary or final prospectuses to the selling
Stockholder and after having done so the prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
selling Stockholder and, if requested, the selling Stockholder shall immediately
cease making offers of Registrable Shares shall return all prospectuses to the
Company.  The Company shall promptly provide the selling Stockholder with
revised prospectuses and, following receipt of the revised prospectuses, the
selling Stockholder shall be free to resume making offers of the Registrable
Shares.

Each holder of Registrable Shares included in any registration shall furnish to
the Company such information regarding such holder and the distribution proposed
by such holder as the Company

                                      -6-
<PAGE>

may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 1.

5. ALLOCATION OF EXPENSES.  The Company shall pay the Registration Expenses for
the two registrations requested by the Stockholders pursuant to Section 2.1 and
of all registrations pursuant to Section 3.  The Stockholders requesting
registration pursuant to Section 2.2 shall pay the Registration Expenses for
such registrations pro rata according to the number of shares included.  For
purposes of this Section, the term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with this Sections 2 and 3,
including, without limitation, all registration and filing fees, exchange or
national market listing fees, all fees and expenses of complying with securities
or blue sky laws, all fees and expenses associated with filings with the NASD,
all printing expenses, fees and disbursements of counsel for the Company and its
independent public accountants, fees and disbursements of one counsel for the
selling Stockholders retained by Stockholders holding a majority of the
Registrable Shares included in a registration and the expense of any special
audits incident to or required by any such registration, but excluding
underwriting discounts and selling commissions and fees of more than one counsel
for the selling Stockholders.  Such underwriting discounts and selling
commissions shall be borne pro rata by the selling Stockholders in accordance
with the number of their Registrable Shares taken in the aggregate included in
such registration.

6. INDEMNIFICATION.

     6.1.   Company Indemnification.  In the event of any registration of any of
            -----------------------
the Registrable Shares under the Securities Act pursuant to this Agreement, then
to the extent permitted by law, the Company shall indemnify and hold harmless
the seller of such Registrable Shares, its partners, directors, officers and
employees and any fund manager or fiduciary (which persons shall be deemed to be
included in the term seller in this Section 6.1), each underwriter of such
Registrable Shares and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
seller, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are
based upon the omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
and the Company shall reimburse such seller, underwriter and each such
controlling person for any legal or any other expenses reasonably incurred by
such seller, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable to any such seller, underwriter or
controlling person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any untrue

                                      -7-
<PAGE>

statement or omission made in such Registration Statement, preliminary
prospectus or prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by or
on behalf of such seller, underwriter or controlling person specifically for use
in the preparation thereof.

     6.2.   Seller Indemnification.  In the event of any registration of any of
            ----------------------
the Registrable Shares under the Securities Act pursuant to this Agreement, then
to the extent permitted by law, each seller of Registrable Shares severally and
not jointly, shall indemnify and hold harmless the Company, each of its
directors and officers and each underwriter (if any) and each person, if any,
who controls the Company or any such underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company, such directors and
officers, underwriter or controlling person may become subject under the
Securities Act, Exchange Act, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or alleged omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, if
the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such seller,
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; provided, however, that the
obligations of such Stockholder hereunder shall be limited to an amount equal to
the proceeds to such Stockholder of Registrable Shares sold as contemplated
herein.

     6.3.   Notice of Claims, etc.  Each party entitled to indemnification under
            ---------------------
this Section 6 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 6.  The Indemnified
Party may participate in such defense at such party's expense; provided,
however, that the Indemnifying Party shall pay such expense if representation of
such Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding.  No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as a
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a general release from all liability in respect of such claim or litigation,

                                      -8-
<PAGE>

and no Indemnified Party shall consent to entry of any judgment or settle such
claim or litigation without the prior written consent of the Indemnifying Party.

     6.4.  Contribution.  If for any reason the foregoing indemnification is not
           ------------
available, or is insufficient to hold harmless an Indemnified Party, other than
by reason of the exceptions provided herein, then the Indemnifying Party shall
contribute to the amount paid or payable by the Indemnified Party as a result of
such losses, claims, damages or liabilities in such proportion as is appropriate
to reflect the relative fault of the holder of Registrable Shares and the
Company as well as any other equitable considerations including the parties'
relative knowledge and access to information concerning the matter with respect
to which any claim is asserted and the opportunity to correct and prevent any
such statement or omission leading to such loss, claim, damage or liability (or
actions in respect thereof), but not including the relative benefits received by
the holders of Registrable Shares on the one hand and the Company on the other;
provided, however, that in any such case (i) no holder of Registrable Shares
will be required to contribute except to the extent and under such circumstances
as such holder would be required to provide indemnification hereunder and then
only in an amount not in excess of the net proceeds to it of all Registrable
Shares sold in the registration, and (ii) no person guilty of fraudulent
misrepresentation , within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person who is not so guilty.

7. MISCELLANEOUS.

     7.1.  "Stand-Off" Agreement.  In connection with any underwritten public
           ---------------------
offering, if requested by the Company and the managing underwriter, each
Stockholder hereby agrees not to effect any public sale or distribution of any
Registrable Shares, nor engage in any transaction that would result in a public
sale or distribution of securities of the same class as the Registrable Shares
for a specified period of time (not to exceed 180 days in the case of an initial
public offering and 90 days in the case of any subsequent offering) following
the effective date of a Registration Statement; provided, that all Stockholders
holding more than one percent of the outstanding Common Stock and all officers
and directors of the Company enter into similar agreements.  Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The Company may impose stop-transfer instructions with respect to the
Registrable Shares or other securities subject to the foregoing restriction
until the end of the stand-off period.

     7.2.  Rule 144 Requirements.  With a view to making available to the
           ---------------------
Stockholders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the Commission that may at any time permit such
stockholder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:

           (a)  make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act (at any time after
it has become subject to the reporting requirements of the Exchange Act);

                                      -9-
<PAGE>

             (b)  file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and

             (c)  furnish to any holder of Registrable Shares upon request a
written statement by the Company as to its compliance with the reporting
requirements of said Rule 144 (at any time after 90 days after the closing of
the first sale of securities by the Company pursuant to a Registration
Statement), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
of the Company as such holder may reasonably request to avail itself of any
similar rule or regulation of the Commission allowing it to sell any such
securities without registration.

     7.3.   Mergers.  The Company shall not, directly or indirectly, enter into
            -------
any merger, consolidation or reorganization in which the Company is not the
surviving corporation unless the proposed surviving corporation shall, prior to
and as a condition to such merger, consolidation or reorganization, agree in
writing to assume the obligations of the Company under this Agreement; provided,
however, that the provisions of this Section 7.3 shall not apply to any such
merger, consolidation or reorganization in which the consideration to be
received consists solely of (i) cash or evidences of indebtedness or (ii)
securities of the surviving corporation that the surviving corporation has
agreed to register for resale under the Securities Act within 90 days of the
completion of the transaction.

     7.4.   Transfer of Rights. This Agreement, and the rights and obligations
            ------------------
of the Holder hereunder, may be assigned to any person or entity that acquires
Registrable Shares, and any such transferee who executes a writing agreeing to
be bound by the provisions of this Agreement shall be a Stockholder for all
purposes hereunder.

     7.5.   Governing Law.  This Agreement shall be governed in all respects by
            -------------
the laws of the Commonwealth of Pennsylvania without giving effect to the
conflict of laws principles.

     7.6.   Entire Agreement; Amendment and Waiver.  This Agreement constitutes
            --------------------------------------
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof. Neither this Agreement nor any term may be
amended, waived, discharged or terminated, except by a written instrument signed
by the Company and Stockholders holding a majority of the Registrable Shares,
but in no event shall any such amendment, waiver, discharge or termination
increase the obligations of any Stockholder hereunder or reduce the benefits in
a manner that treats Stockholders differently, except upon the written consent
of such Stockholder.

     7.7.   Notices.  All notices and other communications required or permitted
            -------
under this Agreement shall be in writing and shall be deemed effectively given
upon personal delivery or five days after deposit with the United States Post
Office, by registered or certified mail, postage prepaid, addressed to the
Company at its principal office and to a Holder at its address on the

                                      -10-
<PAGE>

records maintained by the Company or at such other address as any party may
designate by ten days' prior written notice to the other party.

     7.8.   Rights; Separability.  Unless otherwise expressly provided herein,
            --------------------
each Holder's rights hereunder are several rights, not rights jointly held with
any of other Holders.  In case any provision of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

     7.9.   Titles. The titles of the Sections of this Agreement are for
            ------
convenience of reference only and are not to be considered in construing this
Agreement.

     7.10.  Counterparts. This Agreement may be executed in any number of
            ------------
counterparts, each of which shall be an original, but all of which together
shall constitute one Agreement.

                                      -11-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement under seal as
of the date first above written.

                              RAYMOND KARSAN HOLDINGS, INC.


                              By:   /s/ Nooruddin Karsan
                                 -------------------------------
                                 Name: Nooruddin Karsan
                                 Title: Chief Executive Officer


                              PARTHENON INVESTORS, L.P.


                              By:   /s/ John Rutherford
                                 -------------------------------
                                 Managing Director


                              PCIP INVESTORS, a Delaware general partnership


                              By:   /s/ John Rutherford
                                 -------------------------------
                                 Name:  John Rutherford
                                 Title: Partner


                              JMH PARTNERS CORP.


                              By:   /s/ W. Anthony Brooke
                                 -------------------------------
                                 Name:  W. Anthony Brooke
                                 Title: Chairman


                              SHAD RUN INVESTMENTS, L.P.

                              By:  Shad Run Investments, Inc.,
                                   General Partner


                              By:   /s/ Sara M. Hendrickson
                                 -------------------------------
                                 Name:  Sara M. Hendrickson
                                 Title: President
<PAGE>

                              TSG CO-INVESTORS, LLC


                              By:   /s/ G. Kevin Fechtmeyer
                                 -------------------------------
                                 Name: G. Kevin Fechtmeyer
                                 Title: Vice President


                              THE SHATTAN GROUP, LLC


                              By:   /s/ G. Kevin Fechtmeyer
                                 -------------------------------
                                 Name: G. Kevin Fechtmeyer
                                 Title: Managing Director


                              THOMAS S. SHATTAN


                                    /s/ Thomas S. Shattan
                                 -------------------------------



                              GREGORY E. MENDEL


                                    /s/ Gregory E. Mendel
                                 -------------------------------



                              G. KEVIN FECHTMEYER


                                    /s/ G. Kevin Fechtmeyer
                                 -------------------------------