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                                                                    EXHIBIT 10.1

                                                                  Execution Copy

                               MSN HOLDINGS, INC.

                             STOCKHOLDERS AGREEMENT

            Stockholders Agreement, dated as of this 26th day of October 2001,
among the institutional investors listed on Schedule I hereto (the
"Institutional Investors"); the individuals whose names and addresses appear
from time to time on Schedule II hereto (the "Management Investors"); and MSN
Holdings, Inc., a Delaware corporation (the "Company"). The Institutional
Investors and the Management Investors are hereinafter collectively referred to
as the "Investors."

                                 R E C I T A L S

            WHEREAS, pursuant to the terms of the Agreement and Plan of Merger,
dated as of August 20, 2001 (the "Merger Agreement"), and the Voting Sale and
Retention Agreement, dated as of August 20, 2001 (the "Voting Agreement"), each
among Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership
("Warburg"), MSN Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Warburg ("Acquisition"), the Company and certain of the Company's
principal stockholders, Acquisition will merge with and into the Company with
the Company as the surviving corporation (the "Merger");

            WHEREAS, pursuant to the terms of a Subscription and Note Purchase
Agreement with the Company dated as of even date herewith (the "Subscription
Agreement"), certain of the Institutional Investors have agreed to purchase (i)
shares of Common Stock, par value $0.01 per share, of the Company (the "Common
Stock"), (ii) shares of Series I Convertible Preferred Stock, par value $0.01
per share, of the Company (the "Series I Preferred Stock" and, together with the
Common Stock, the "Shares") and (iii) senior unsecured promissory notes of the
Company;

            WHEREAS, pursuant to the terms of the Merger Agreement and the
Voting Agreement, the Management Investors and certain of the Institutional
Investors will receive Shares in exchange for the surrender of equity securities
Owned by them upon consummation of the Merger;

            WHEREAS, the Company has granted the Investors certain registration
rights with respect to the Common Stock held by them pursuant to a Registration
Rights Agreement, dated as of even date herewith (the "Registration Rights
Agreement"); and

            WHEREAS, the Investors and the Company desire to promote their
mutual interests by agreeing to certain matters relating to the operations of
the Company and the disposition and voting of the Shares.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

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            1. COVENANTS OF THE PARTIES

            (a) LEGENDS. The certificates evidencing the Shares acquired by the
Investors pursuant to the Subscription Agreement, the Merger Agreement and the
Voting Agreement will bear the following legend reflecting the restrictions on
the transfer of such securities contained in this Agreement:

            "The securities evidenced hereby are subject to the terms of that
            certain Stockholders Agreement, dated as of October 26, 2001, by and
            among the Company and certain investors identified therein,
            including certain restrictions on transfer. A copy of this Agreement
            has been filed with the Secretary of the Company and is available
            upon request."

            (b) ADDITIONAL INVESTORS. The parties hereto acknowledge that
certain employees of the Company may become stockholders of the Company after
the date hereof. As a condition to the issuance of shares of capital stock of
the Company to them, the Company shall require such employees to execute and
deliver an agreement containing restrictions (but not the benefits)
substantially similar to those imposed on the Investors pursuant to Sections
3(a), (b) and (c) hereof.

            2. BOARD OF DIRECTORS.

            (a) ELECTION OF DIRECTORS.

                  (i) As of the date hereof, the Board of Directors of the
Company (the "Board") will consist of Robert Adamson, David J. Wenstrup, Joel
Ackerman and Scott Hilinski. From and after the date hereof, the Investors and
the Company shall take all action within their respective power, including but
not limited to, the voting of all shares of capital stock of the Company Owned
by them, required to cause the Board and the board of directors of any direct or
indirect Subsidiary of the Company (each a "Subsidiary Board") to consist of up
to five (5) members or such other number as the Board or any Subsidiary Board,
as the case may be, may from time to time establish, and at all times throughout
the term of this Agreement to include: (i) as long as Warburg Owns at least
twenty percent (20%) of the Common Stock, three (3) representatives designated
by Warburg or such greater number of representatives designated by Warburg from
time to time as will constitute a majority of the Board and any Subsidiary Board
(each, a "Warburg Director"), (ii) Robert Adamson, who shall be entitled to be a
member of the Board and any Subsidiary Board until the Company completes its
Initial Public Offering (as defined below) and for so long as he serves as the
Company's Chief Executive Officer, PROVIDED, HOWEVER, that if he is terminated
from his position as Chief Executive Officer of the Company "without cause" (as
defined in the Amended and Restated Employment Agreement, dated as of August 20,
2001, between him and the Company (the "Employment Agreement")), or he
terminates his employment with the Company for "Good Reason" (as defined in the
Employment Agreement) and he Owns at least four percent (4%) of the Common Stock
he may remain on the Board and any Subsidiary Board, and (iii) as long as Navis
Partners V, L.P. ("Navis") and its Affiliates and their respective Permitted
Transferees Own at least fifty percent (50%) of the Common Stock Owned by Navis
and its Affiliates on the date hereof, one (1) representative designated by
Navis (the "Navis Director").


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                  (ii) From the date on which the Company completes an
underwritten public offering for shares of Common Stock (the "Initial Public
Offering") pursuant to a registration under the Securities Act of 1933, as
amended (the "Securities Act"), and for as long as any Investor Owns at least
twenty percent (20%) of the Common Stock, the Company will nominate and use its
best efforts to have two individuals designated by such Investor elected to the
Board and any Subsidiary Board. From the date on which the Company completes its
Initial Public Offering and for as long as any Investor Owns at least ten
percent (10%) of the outstanding shares of Common Stock, the Company will
nominate and use its best efforts to have one individual designated by such
Investor elected to the Board and any Subsidiary Board.

            (b) REPLACEMENT DIRECTORS. In the event that a Warburg Director or a
Navis Director designated in the manner set forth in Section 2(a) hereof is
unable to serve, or once having commenced to serve, is removed or withdraws from
the Board and any Subsidiary Board (a "Withdrawing Director"), such Withdrawing
Director's replacement (the "Substitute Director") will be designated by Warburg
or Navis, as the case may be. The Investors and the Company agree to take all
action within their respective power, including but not limited to, the voting
of capital stock of the Company Owned by them (i) to cause the election of such
Substitute Director promptly following his or her nomination pursuant to this
Section 2(b) or (ii) upon the written request of Warburg or Navis, to remove,
with or without cause, a Warburg Director or a Navis Director, as the case may
be.

            3. TRANSFER OF STOCK

            (a) RESALE OF SECURITIES. No Investor shall Transfer any Shares
other than in accordance with the provisions of this Section 3. Any Transfer or
purported Transfer made in violation of this Section 3 shall be null and void
and of no effect.

            (b) RIGHTS OF FIRST REFUSAL.

                  (i) LIMITATIONS ON TRANSFER. No Investor shall Transfer any of
the Shares Owned by him unless the Investor desiring to make the Transfer
(hereinafter referred to as the "Transferor") shall have first made the offers
to sell to the Company and then to the other Investors as contemplated by this
Section 3(b), and such offers shall not have been accepted.

                  (ii) OFFER BY TRANSFEROR. Copies of the Transferor's offer
shall be given to the Company and the other Investors and shall consist of an
offer to sell to the Company or, failing its election to purchase, then to the
other Investors, all of the Shares then proposed to be transferred by the
Transferor (the "Subject Shares") pursuant to a bona fide offer of a third
party, to which copies shall be attached a statement of intention to Transfer to
such third party, the name and address of the prospective third party
transferee, the number of Subject Shares involved in the proposed Transfer, and
the terms and conditions of such Transfer.

                  (iii) ACCEPTANCE OF OFFER.

                      (A) Within twenty (20) days after the receipt of the offer
            described in Section 3(b)(ii), the Company may, at its option, elect
            to purchase all, but not less than all, of the Subject Shares. The
            Company shall give notice of its intention to


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            exercise, or that it does not intend to exercise its option
            hereunder, to the Transferor and to each other Investor within such
            20-day period.

                  (B) In the event that the Company does not exercise its option
            to purchase the Subject Shares within such 20-day period, the
            Transferor shall so notify the other Investors in writing and the
            other Investors may purchase all, but not less than all, of the
            Subject Shares by giving notice thereof to the Transferor and to the
            Company within twenty (20) days after receipt of notice from the
            Company or the Transferor to the effect that the Company will not
            exercise its option to purchase. The other Investors shall purchase
            the Subject Shares pro rata among themselves (based on the number of
            shares of Common Stock Owned by each such Investor) or as they shall
            otherwise agree upon among themselves.

                  (C) Each party that elects to purchase Subject Shares pursuant
            to this Section 3(b) is referred to herein individually as a
            "Purchaser" and collectively as the "Purchasers."

                  (iv) PURCHASE PRICE. The purchase price per share for the
Subject Shares shall be the price per share offered to be paid by the
prospective transferee described in the offer, which price shall be paid in cash
or, if so provided in the offer of the prospective transferee, cash plus
deferred payments of cash in the same proportions, and with the same terms of
deferred payment as therein set forth.

                  (v) CONSIDERATION OTHER THAN CASH. If the offer of Subject
Shares under this Section 3(b) is for consideration other than cash or cash plus
deferred payments of cash, the Purchaser(s) shall pay the cash equivalent of
such other consideration. If the Transferor and the Purchaser(s) cannot agree on
the amount of such cash equivalent within ten (10) days after the expiration of
the applicable period described above, any of such parties may, upon three (3)
days' written notice to the other, initiate appraisal proceedings under Section
3(b)(vi) for determination of the cash equivalent. Any Purchaser may give
written notice to the Transferor revoking an election to purchase the Subject
Shares within ten (10) days after determination of the appraised value, if it
chooses not to purchase the Subject Shares, and the Subject Shares to be
purchased by such Purchaser shall be reallocated among the other Purchasers
according to the relative percentages of the Subject Shares to be purchased by
each such Purchaser.

                  (vi) APPRAISAL PROCEDURE. If any party shall initiate an
appraisal procedure to determine the amount of the cash equivalent of any
consideration for Subject Shares under Section 3(b)(v), then the Transferor, on
the one hand, and the Purchaser(s), on the other hand, shall each promptly
appoint as an appraiser an individual who shall be a member of a
nationally-recognized investment banking firm. Each appraiser shall, within
thirty (30) days of appointment, separately investigate the value of the
consideration for the Subject Shares as of the proposed transfer date and shall
submit a notice of an appraisal of that value on a per share basis to each
party. Each appraiser shall be instructed to determine such value without regard
to income tax consequences to the Transferor as a result of receiving cash
rather than other consideration. If the appraised values of such consideration
(the "Earlier Appraisals") vary by less than ten percent (10%), the average of
the two appraisals on a per share basis shall be controlling as the amount of
the cash equivalent. If the appraised values vary by more than ten


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percent (10%), the appraisers, within ten (10) days of the submission of the
last appraisal, shall appoint a third appraiser who shall be member of a
nationally recognized investment banking firm. The third appraiser shall, within
thirty (30) days of his appointment, appraise the value of the consideration for
the Subject Shares (without regard to the income tax consequences to the
Transferor as a result of receiving cash rather than other consideration) as of
the proposed transfer date and submit notice of his appraisal on a per share
basis to each party. The value determined by the third appraiser shall be
controlling as the amount of the cash equivalent unless the value is greater
than the two Earlier Appraisals, in which case the higher of the two Earlier
Appraisals will control, and unless that value is lower than the two Earlier
Appraisals, in which case the lower of the two Earlier Appraisals will control.
If any party fails to appoint an appraiser or if one of the two initial
appraisers fails after appointment to submit his appraisal within the required
period, the appraisal submitted by the remaining appraiser shall be controlling.
The Transferor and the Purchaser(s) shall each bear the cost of its respective
appointed appraiser. The cost of the third appraisal shall be shared one-half by
the Transferor and one-half by the Purchaser(s).

                  (vii) CLOSING OF PURCHASE. The closing of the purchase shall
take place at the office of the Company or such other location as shall be
mutually agreeable within 30 days after the expiration of the applicable period,
or within 15 days after determination by appraisal pursuant to Section 3(b)(vi),
whichever is later, and the purchase price, to the extent comprised of cash,
shall be paid at the closing, and cash equivalents and documents evidencing any
deferred payments of cash permitted pursuant to Section 3(b)(iv) above shall be
delivered at the closing. At the closing, the Transferor shall deliver to the
Purchaser the certificates evidencing the Subject Shares to be conveyed, duly
endorsed and in negotiable form with all the requisite documentary stamps
affixed thereto.

                  (viii) RELEASE FROM RESTRICTION; TERMINATION OF RIGHTS. If the
offer to sell is neither accepted by the Company nor fully accepted by the other
Investors within the time periods described above, the Transferor may make a
bona fide Transfer to the prospective transferee named in the statement attached
to the offer in accordance with the agreed upon terms of such Transfer, PROVIDED
that (A) such Transfer shall be made only in strict accordance with the terms
therein stated and (B) the transferee agrees, in writing, to be bound by the
provisions of this Agreement by which the Transferor was bound. If the
Transferor shall fail to make such Transfer within sixty (60) days following the
expiration of the time hereinabove provided for the election by the
Institutional Investors or, in the event the Purchaser revokes an election to
purchase the Subject Shares pursuant to Section 3(b)(v), within sixty (60) days
of the date of such notice of revocation, such Shares shall again become subject
to all the restrictions of this Section 3.

                  (ix) LIMITATIONS. The provisions of this Section 3 shall not
apply to Transfers to Permitted Transferees or to the Company.

            (c)   SUBSCRIPTION RIGHT.

                  (i) If at any time after the date hereof, the Company proposes
to issue equity securities of any kind (the term "equity securities" shall
include for these purposes any warrants, options or other rights to acquire
equity securities and debt securities convertible into


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equity securities) of the Company (other than the issuance of securities (i)
upon conversion of the Series I Preferred Stock pursuant to the Company's
Amended and Restated Certificate of Incorporation, (ii) to the public in a firm
commitment underwriting pursuant to a registration statement filed under the
Securities Act, (iii) pursuant to the acquisition of another Person by the
Company, whether by purchase of stock, merger, consolidation, purchase of all or
substantially all of the assets of such Person or otherwise, (iv) pursuant to an
employee stock option plan, stock bonus plan, stock purchase plan or other
management equity program or (v) to vendors, customers and consultants to the
Company), then, as to each Investor who then Owns in excess of one percent (1%)
of the then outstanding shares of Common Stock, the Company shall:

                  (A) give written notice setting forth in reasonable detail (1)
            the designation and all of the terms and provisions of the
            securities proposed to be issued (the "Proposed Securities"),
            including, where applicable, the voting powers, preferences and
            relative participating, optional or other special rights, and the
            qualification, limitations or restrictions thereof and interest rate
            and maturity; (2) the price and other terms of the proposed sale of
            such securities; (3) the amount of such securities proposed to be
            issued; and (4) such other information as the Investors may
            reasonably request in order to evaluate the proposed issuance; and

                  (B) offer to issue to each such Investor a portion of the
            Proposed Securities equal to a percentage determined by dividing (x)
            the number of shares of Common Stock Owned by such Investor, by (y)
            the total number of shares of Common Stock then outstanding.

                  (ii) Each such Investor must exercise its purchase rights
hereunder within ten (10) business days after receipt of such notice from the
Company. If all of the Proposed Securities offered to such Investors are not
fully subscribed by such Investors, the remaining Proposed Securities will be
reoffered to the Investors purchasing their full allotment upon the terms set
forth in this Section 3(c), until all such remaining Proposed Securities are
fully subscribed for or until all such Investors have subscribed for all such
Proposed Securities which they desire to purchase, except that such Investors
must exercise their purchase rights within five business days after receipt of
all such reoffers. To the extent that the Company offers two or more securities
in units, Investors must purchase such units as a whole and will not be given
the opportunity to purchase only one of the securities making up such unit. The
closing of the issuance of Proposed Securities pursuant to this Section 3(c)
shall take place no later than fifteen (15) business days after the Proposed
Securities are fully subscribed or the Investors have subscribed for all
Proposed Securities which they desire to purchase.

                  (iii) Upon the expiration of the offering periods described
above, the Company will be free to sell such Proposed Securities that the
Investors have not elected to purchase during the ninety (90) days following
such expiration on terms and conditions no more favorable to the purchasers
thereof than those offered to such holders. Any Proposed Securities offered or
sold by the Company after such 90 day period must be reoffered to the Investors
pursuant to this Section 3(c).


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                  (iv) The election by an Investor not to exercise its
subscription rights under this Section 3(c) in any one instance shall not affect
its right (other than in respect of a reduction in its percentage holdings) as
to any subsequent proposed issuance. Any sale of such securities by the Company
without first giving the Investors the rights described in this Section 3(c)
shall be void and of no force and effect.

            (d) INJUNCTIVE RELIEF. The Company and the Investors hereby declare
that it is impossible to measure in money the damages which will accrue to the
parties hereto by reason of the failure of any Investor to perform any of its
obligations set forth in this Section 3. Therefore, the Company and the
Investors shall have the right to specific performance of such obligations, and
if any party hereto shall institute any action or proceeding to enforce the
provisions hereof, each of the Company and the Investors hereby waives the claim
or defense that the party instituting such action or proceeding has an adequate
remedy at law.

            4. INFORMATION AS TO COMPANY AND RELATED COVENANTS

            (a) INVESTOR FINANCIAL INFORMATION. From and after the date hereof,
the Company shall deliver to each Investor Owning more than one percent (1%) of
the issued and outstanding shares of the Company (a "One Percent Holder")
(except for the annual reports referred to in (a)(iii) below, which shall be
delivered to each Investor as long as such Investor Owns any Shares:

                  (i) MONTHLY STATEMENTS. As soon as practicable, and in any
event within 30 days after the close of each month of each fiscal year of the
Company, a consolidated balance sheet, statement of income and statement of
changes in cash flow of the Company and its subsidiaries as of the close of such
month and the portion of the Company's fiscal year ending on the last day of
such month, all unaudited and in reasonable detail and prepared in accordance
with U.S. generally accepted accounting principles, consistently applied,
subject to audit and year end adjustments, setting forth in each case in
comparative form the figures for the comparable period of the previous year;

                  (ii) QUARTERLY STATEMENTS. As soon as practicable, and in any
event within 45 days after the close of each of the first three fiscal quarters
of each fiscal year of the Company, a consolidated balance sheet, statement of
income and statement of changes in cash flow of the Company and its subsidiaries
as of the close of such quarter and the portion of the Company's fiscal year
ending on the last day of such quarter, all unaudited and in reasonable detail
and prepared in accordance with U.S. generally accepted accounting principles,
consistently applied, subject to audit and year end adjustments, setting forth
in each case in comparative form the figures for the comparable period of the
previous year;

                  (iii) ANNUAL STATEMENTS. As soon as practicable after the end
of each fiscal year of the Company, and in any event within 90 days thereafter,
a copy of the consolidated balance sheet, and consolidated statements of income,
stockholders' equity and changes in cash flow of the Company and its
subsidiaries for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and accompanied
by an opinion thereon of independent certified public accountants of recognized


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national standing selected by the Company, which opinion shall state that such
financial statements fairly present the financial position and results of
operations of the Company and its subsidiaries on a consolidated basis and have
been prepared in accordance with U.S. generally accepted accounting principles
consistently applied (except for changes in application in which such
accountants concur) and that the examination of such accountants has been made
in accordance with generally accepted auditing standards, and accordingly
included such tests of the accounting records and such other auditing procedures
as were considered necessary in the circumstances;

                  (iv) BUSINESS PLAN; PROJECTIONS. Prior to the commencement of
each fiscal year of the Company, an annual business plan of the Company and
projections of operating results, prepared on a monthly basis, and a three-year
business plan of the Company and projections of operating results;

                  (v) AUDIT REPORTS. Promptly upon receipt thereof, one copy of
each other financial report and internal control letter submitted to the Company
by independent accountants in connection with any annual, interim or special
audit made by them of the books of the Company and its subsidiaries; and

                  (vi) INFORMATION REQUIRED UNDER RULE 144A. The Company agrees,
for the benefit of the Investors, to furnish at its expense upon request any One
Percent Holder information satisfying the requirements of subsection (d)(4) of
Rule 144A under the Securities Act.

            (b) INSPECTION. From and after the date hereof, the Company will
permit each Investor Owning more than five percent (5%) of the issued and
outstanding shares of Common Stock, its nominee, assignee or its representative
to visit and inspect any of the properties of the Company, to examine all its
books of account, records, reports and other papers not contractually required
of the Company to be confidential or secret, to make copies and extracts
therefrom, and to discuss its affairs, finances and accounts with its officers,
directors, key employees and independent public accountants or any of them (and
by this provision the Company authorizes said accountants to discuss with said
Investor, its nominee, assign and representatives the finances and affairs of
the Company and its subsidiaries), all at such reasonable times during
reasonable business hours and as often as may be reasonably requested.

            (c) CONFIDENTIALITY. As to so much of the information and other
material furnished under or in connection with this Agreement (whether furnished
before, on or after the date hereof) as constitutes or contains confidential or
non-public business, financial or other information of, about or prepared by the
Company or its subsidiaries, each Investor covenants for itself and its
directors, officers, employees, partners, Affiliates and stockholders that it
will use due care to prevent its respective officers, directors, employees,
counsel, accountants and other representatives or Affiliates from disclosing
such information to persons other than their respective authorized directors,
officers, employees, counsel, accountants, stockholders, partners, limited
partners and other authorized representatives; PROVIDED, HOWEVER, that the
Investor may disclose or deliver any information or other material disclosed to
or received by the Investor should such disclosure or delivery be required by
law or requested by any regulatory or governmental authority.


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            5. TERMINATION

            This Agreement shall terminate immediately prior to the earlier to
occur of the following:

            (a) the closing of a Qualified Public Offering (as defined in the
Certificate of Designations, Number, Voting Powers, Preferences and Rights of
the Series I Convertible Preferred Stock of MSN Holdings, Inc. (the
"Certificate")), except for the provisions of Section 2(a)(ii) which shall
remain in full force and effect following the closing of the Qualified Public
Offering; or

            (b) the closing of any transaction which constitutes a Change of
Control (as defined in the Certificate).

            6. INTERPRETATION OF THIS AGREEMENT

            (a) TERMS DEFINED. As used in this Agreement, the following terms
have the respective meaning set forth below:

            AFFILIATE: any Person or entity, directly or indirectly controlling,
controlled by or under common control with such Person or entity.

            EXCHANGE ACT: the Securities Exchange Act of 1934, as amended.

            FAMILY MEMBER: as applied to any Person who is an individual, such
individual's spouse, parent, sibling, child, stepchild, grandchild or other
lineal descendent.

            MERGER AGREEMENT: the Agreement and Plan of Merger, dated as of
August 20, 2001, among the Company, certain of its stockholders, MSN Acquisition
Corp. and Warburg Pincus Private Equity VIII, L.P.

            NOTES: the senior unsecured promissory notes issued to the Investors
by the Company pursuant to the Subscription Agreement.

            OWNS, OWN, OWNED or OWNING: beneficial ownership, assuming the
conversion of all outstanding securities convertible into Common Stock and the
exercise of all outstanding options and warrants to acquire Common Stock.

            PERMITTED TRANSFEREE: (a) in the case of any Institutional Investor,
(i) any Affiliate of such Institutional Investor, (ii) any successor corporation
or other successor entity as a result of a merger or consolidation, or sale of
all or substantially all of the assets of, such Institutional Investor, (iii)
any one or more of its equity holders and (iv) any transferee other than those
set forth in clauses (i) through (iii) above to the extent required by
governmental rule, law or regulation, or any directive or order of any
governmental authority, and (b) in the case of a Management Investor, any of
such Management Investor's Family Members, heirs, executors or legal
representatives or limited partnerships or trusts for the benefit of such
Management Investor's Family Members, PROVIDED in each instance that such
transferee agrees to be bound by


                                      -9-
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the provisions of this Agreement applicable to the transferor as if such
transferee were an original signatory hereto.

            PERSON: an individual, partnership, joint-stock company,
corporation, limited liability company, trust or unincorporated organization,
and a government or agency or political subdivision thereof.

            SECURITY, SECURITIES: shall have the meaning set forth in Section
2(1) of the Securities Act.

            SECURITIES ACT: the Securities Act of 1933, as amended.

            TRANSFER: any sale, assignment, pledge, hypothecation, or other
disposition or encumbrance.

            (b) ACCOUNTING PRINCIPLES. Where the character or amount of any
asset or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, this shall be done in
accordance with U.S. generally accepted accounting principles at the time in
effect, to the extent applicable, except where such principles are inconsistent
with the requirements of this Agreement.

            (c) DIRECTLY OR INDIRECTLY. Where any provision in this Agreement
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

            (d) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed entirely within such State.

            (e) SECTION HEADINGS. The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.

            7. MISCELLANEOUS

            (a) Notices.

                  (i) All communications under this Agreement shall be in
writing and shall be delivered by hand or facsimile or mailed by overnight
courier or by registered or certified mail, postage prepaid:

                  (A) if to any of the Investors, at the address or facsimile
            number of such Investor shown on Schedule I or Schedule II, or at
            such other address as the Investor may have furnished the Company
            and the other Investors in writing in accordance with this
            subsection; and

                  (B) if to the Company, at 901 Yamato Road, Suite 110, Boca
            Raton, Florida 33431, Attention: Robert J. Adamson (facsimile: (561)
            226-9002, marked


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            for attention of Chief Executive Officer), or at such other address
            as it may have furnished in writing to each of the Investors in
            accordance with this subsection.

                  (ii) Any notice so addressed shall be deemed to be given: if
delivered by hand or facsimile, on the date of such delivery; if mailed by
courier, on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after the date
of such mailing.

            (b) REPRODUCTION OF DOCUMENTS. This Agreement and all documents
relating thereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by each
Investor pursuant hereto and (iii) financial statements, certificates and other
information previously or hereafter furnished to each Investor, may be
reproduced by each Investor by an photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and each Investor may
destroy any original document so reproduced. All parties hereto agree and
stipulate that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by each
Investor in the regular course of business) and that any enlargement, facsimile
or further reproduction of such reproduction shall likewise be admissible in
evidence.

            (c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.

            (d) ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement
constitutes the entire understanding of the parties hereto relating to the
subject matter hereof and supersedes all prior understandings among such
parties. This Agreement may be amended, and the observance of any term of this
Agreement may be waived, with (and only with) the written consent of the
Investors Owning at least 75% of the outstanding shares of Common Stock
(assuming conversion of the Series I Preferred Stock); PROVIDED, HOWEVER, that
if any amendment or waiver would adversely affect the rights or duties of one or
more Investors (the "Adversely Affected Investors") in a way that is different
from its effect on such rights or duties of other Investors, such amendment or
waiver shall not be effective as to any Adversely Affected Investor unless
consented to in writing by a majority in interest of such Adversely Affected
Investors; PROVIDED, FURTHER, that the provisions of this Section 7(d) and
Section 5 may be amended or waived with (and only with) the unanimous written
consent of the Institutional Investors. Each Investor shall be bound by any
amendment or waiver effected in accordance with this Section, whether or not
such Investor has consented to such amendment or waiver. Upon the effectuation
of each amendment or waiver, the Company shall promptly give written notice
thereof to the Investors who have not previously consented thereto in writing.

            (e) SEVERABILITY. In the event that any part or parts of this
Agreement shall be held illegal or unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not affect the
remaining provisions of this Agreement which shall remain in full force and
effect.


                                      -11-
<Page>

            (f) COUNTERPARTS. This Agreement may be executed in two or more
counterparts (including by facsimile), each of which shall be deemed an original
and all of which together shall be considered one and the same agreement.

                            [Signature page follows]




                                      -12-
<Page>


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

                                    MSN HOLDINGS, INC.


                                    By: /s/ Robert J. Adamson
                                       ---------------------------------
                                    Name:  Robert J. Adamson
                                    Title:


                                    WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

                                    By:  Warburg, Pincus & Co.,
                                         General Partner

                                    By: /s/ David J. Wenstrup
                                       ---------------------------------
                                    Name:  David J. Wenstrup
                                    Title: Managing Director


                                    NAVIS PARTNERS V, L.P.

                                    By:  Navis Management V, L.P., its
                                         General Partner

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:   Scott F. Hilinski
                                    Its:  Managing Director


                                    KENNEDY PLAZA PARTNERS III, LLC

                                    By:  Navis Management V, L.P., its Manager

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:   Scott F. Hilinski
                                    Its:  Managing Director


                                    FLEET VENTURE RESOURCES, INC.

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:  Scott F. Hilinski
                                    Under Power of Attorney dated 8/4/00



                   [Signature Page to Stockholders Agreement]

<Page>

                                    FLEET EQUITY PARTNERS VI, L.P.

                                    By: Silverado IV Corp., a General Partner

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:  Scott F. Hilinski
                                    Vice President


                                    CHISHOLM PARTNERS IV, L.P.

                                    By:  Chisholm Management IV, L.P., its
                                         General Partner

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:  Scott F. Hilinski
                                    Principal


                                    KENNEDY PLAZA PARTNERS II, LLC

                                    By:  Chisholm Management IV, L.P., its
                                         Manager

                                    /s/ Scott F. Hilinski
                                    ------------------------------------------
                                    By:  Scott F. Hilinski
                                    Principal


                                    PIPER JAFFRAY HEALTHCARE FUND II, L.P.

                                    By:  Piper Jaffray Healthcare Management,
                                         L.P., General Partner

                                    By:  Piper Jaffray Ventures, Inc.,
                                         General Partner

                                    By: /s/ Kenneth E. Higgins
                                       ---------------------------------
                                    Name:   Kenneth E. Higgins
                                    Title:  Managing Director


                   [Signature Page to Stockholders Agreement]

<Page>

                                    PIPER JAFFRAY HEALTHCARE FUND III, L.P.

                                    By:  Piper Healthcare Management III, L.P.,
                                         General Partner

                                    By:  Piper Ventures Capital, Inc.,
                                         General Partner

                                    By: /s/ Kenneth E. Higgins
                                       ---------------------------------
                                    Name:   Kenneth E. Higgins
                                    Title:  Managing Director


                                    SSP INVESTMENT PARTNERS, L.P.

                                    By:  Edward Y. Albert, Jr.,
                                         General Partner

                                    By: /s/ Edward Y. Albert, Jr.
                                       ---------------------------------------
                                    Name:  Edward Y. Albert, Jr.
                                    Title: General Partner



                                    GENERAL ELECTRIC PENSION TRUST

                                    By:  GE Asset Management Incorporated,
                                         its Investment Manager

                                    By:/S/ ANDREAS T. HILDEBRAND
                                       ---------------------------------------
                                    Name:  Andreas T. Hildebrand
                                    Title:    Vice President



                                    /s/ Robert Adamson
                                    ------------------------------------------
                                    Robert Adamson



                                    /s/ Edward Albert, Jr.
                                    ------------------------------------------
                                    Edward Albert, Jr.


                   [Signature Page to Stockholders Agreement]

<Page>


                                    /s/ Kevin Little
                                    ------------------------------------------
                                    Kevin Little



                                    /s/ Patricia Donohoe
                                    ------------------------------------------
                                    Patricia Donohoe

                                    OMENA INVESTMENTS LIMITED PARTNERSHIP

                                    By:  Edward Y. Albert

                                    By:  /s/ Edward Y. Albert, Jr.
                                       ---------------------------------------
                                    Name:  Edward Y. Albert, Jr.
                                    Title: President, Omena Investment Inc.,
                                           its General Partner



                                    OMENA HOLDINGS LIMITED PARTNERSHIP

                                    By:  Edward Y. Albert, Jr.

                                    By: /s/ Edward Y. Albert, Jr.
                                       ---------------------------------------
                                    Name:  Edward Y. Albert, Jr.
                                    Title: President, Omena Holdings Inc.,
                                           its General Partner



                                    RJA MANAGEMENT LIMITED PARTNERSHIP

                                    By:  RJA Management, Inc.

                                    By: /s/ Robert J. Adamson
                                       ---------------------------------------
                                    Name:  Robert J. Adamson
                                    Title: President



                                    RJA HOLDINGS LIMITED PARTNERSHIP

                                    By:  RJA Holdings, Inc.

                                    By: /s/ Robert J. Adamson
                                       ---------------------------------------
                                    Name:  Robert J. Adamson
                                    Title: President


                   [Signature Page to Stockholders Agreement]

<Page>

                                    PGD HOLDINGS LIMITED PARTNERSHIP

                                    By:  PGD Holdings, Inc.

                                    By: /s/ Patricia Donohoe
                                       ---------------------------------------
                                    Name:  Patricia Donohoe
                                    Title: President



                                    PGD INVESTMENTS LIMITED PARTNERSHIP

                                    By:  RGD Investments, Inc.

                                    By: /s/ Patricia Donohoe
                                       ---------------------------------------
                                    Name:  Patricia G. Donohoe
                                    Title: President



                                    KSL HOLDINGS LIMITED PARTNERSHIP

                                    By:  KSL Holdings, Inc.

                                    By: /s/ Kevin S. Little
                                       ---------------------------------------
                                    Name:  Kevin S. Little
                                    Title: President



                                    KSL INVESTMENTS LIMITED PARTNERSHIP

                                    By:  KSL Investments, Inc.

                                    By: /s/ Kevin S. Little
                                       ---------------------------------------
                                    Name:  Kevin S. Little
                                    Title: President



                   [Signature Page to Stockholders Agreement]