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                                                                   Exhibit 10.27

                SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                  This SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
(this "AGREEMENT") is made and entered into as of Janaury 27, 2000, by and
between GeoLogistics Corporation, a Delaware corporation (the "COMPANY"), and
each of the Holders listed on EXHIBIT A hereto (singularly a "HOLDER" and
collectively, the "HOLDERS").

                               W I T N E S S E T H

                  WHEREAS, each of the Holders have either purchased shares of
the Common Stock or Preferred Stock (each as defined herein) of the Company or
were granted Warrants (as defined herein) to purchase shares of the Common Stock
of the Company; and

                  WHEREAS, the Company and the Holders deem it to be in their
best interests to provide for continuity in the control and operation of the
Company to regulate certain of their rights in connection with their interests
in the Company and to restrict the sale, assignment, transfer, encumbrance or
other disposition of the Securities (as defined herein) to be issued to the
Holders as contemplated hereby, and desire to enter into this Agreement in order
to effectuate those purposes;

                  NOW, THEREFORE, in consideration of the agreements and mutual
covenants set forth herein, the parties agree as follows:

                  SECTION 1. DEFINITIONS. As used in this Agreement, the
following terms have the following meanings:

                  "ACCREDITED INVESTOR" shall have the meaning set forth for
such term in Regulation D under the Securities Act.

                  "ACQUIROR" has the meaning assigned to such term in SECTIONS
6(B) AND 7.

                  "AFFILIATE" of a Holder means any Person which directly or
indirectly controls, is controlled by, or is under common control with such
Holder. "Control," "controlled by" and "under common control with" means direct
or indirect possession of the power to direct or cause the direction of
management or policies (whether through ownership of voting securities, by
contract or otherwise); PROVIDED that control shall be conclusively presumed
when any Person or entity or affiliated group directly or indirectly owns ten
percent (10%) or more of the securities having ordinary voting power for the
election of a majority of the directors of a corporation.

                  "AGREEMENT" means this Agreement, as the same shall be amended
from time to time.

                  "BANKS" mean, collectively, ING and Paribas.

                  "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

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                  "BUSINESS DAY" means a day other than Saturday, Sunday or any
other day on which banks located in the State of Colorado are authorized or
obligated to close.

                  "CLOSING DATE" means November 7, 1996.

                  "COMMON STOCK" means the Company's Common Stock, $0.001 par
value per share.

                  "COMPANY" has the meaning assigned to such term in the
preamble.

                  "COMPANY ACCEPTANCE NOTICE" has the meaning assigned to such
term in SECTION 4(D).

                  "EMPLOYEE STOCK PURCHASE PLAN" means the employee stock
purchase plans adopted by the Board of Directors on May 1, 1996 and March 3,
1997.

                  "EXECUTIVE COMMITTEE" shall have the meaning ascribed to such
term in SECTION 9(B).

                  "FAIR MARKET VALUE" shall mean the fair market value of the
Company's Common Stock as determined by the Executive Committee on a
fully-distributed basis without regard to liquidity or size relative to the
number of shares outstanding; PROVIDED that such valuation shall ascribe value
to Warrants as the amount, if any, by which the value of the Common Stock
underlying the warrant shall exceed the aggregate exercise price related
thereto.

                  "FAMILY MEMBER" means any Holder's spouse, siblings, children,
children's spouses, grandchildren or their spouses or any trusts for the benefit
of any of the foregoing.

                  "FINANCIAL DEFAULT" shall mean with respect to the Company or
any Subsidiary, any of the following: (i) the occurrence of a default under any
indebtedness with a principal amount in excess of $20 million (either
individually or in the aggregate) to the extent that such default is not cured
or waived within thirty (30) days; (ii) the acceleration of any indebtedness
with a principal amount in excess of $10 million (either individually or in the
aggregate) to the extent not paid or rescinded within five (5) days; (iii) the
imposition of any final and non-appealable judgments in excess of $10 million
(either individually or in the aggregate) to the extent not paid or rescinded
within five (5) days; or (iv) the filing of any voluntary or involuntary
bankruptcy petition with respect to the Company or any Subsidiary to the extent
not withdrawn within five (5) days.

                  "FINANCIAL DEFAULT DISAGREEMENT" shall mean that, upon the
occurrence of a Financial Default, the Board of Directors is unable to agree on
the Company's course of action in response to a Financial Default.

                  "HOLDERS" has the meaning assigned to such term in the
preamble.

                  "ING" means ING Capital (U.S.) Corporation.

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                  "INITIAL PUBLIC OFFERING" means the first underwritten public
offering of Common Stock by the Company pursuant to a registration of shares
under the Securities Act on a Form S-1 Registration Statement (or equivalent or
successor form).

                  "INTER VIVOS TRANSFEREE" has the meaning assigned to such term
in SECTION 3(D).

                  "MANAGEMENT" means each Person set forth on EXHIBIT B attached
hereto, as the same may be amended from time to time.

                  "MYERS" means William E. Myers, Jr. and any Myers Affiliate.

                  "MYERS AFFILIATE" shall mean any (i) bona fide officer,
director, shareholder or employee of W.E. Myers & Company reasonably acceptable
to the Company, (ii) Family Member of any of the foregoing individuals and (iii)
partnership, corporation, trust or other entity controlled by William E. Myers,
Jr.

                  "OCM" means OCM Principal Opportunities Fund, L.P., a Delaware
limited partnership.

                  "OCM AFFILIATES" means any investor in or any employee of OCM
or Oaktree Capital Management, LLC ("OAKTREE"), a California limited liability
company, or in any company, joint venture, limited liability company,
association or partnership of which OCM or Oaktree, is a shareholder, manager or
general partner, as the case may be.

                  "OCM ENTITY" means either or both of TCW and OCM, as the
context indicates.

                  "OCM ENTITY ACCEPTANCE NOTICE" has the meaning assigned to
such term in SECTION 4(C).

                  "OCM ENTITY FUNDING DEFAULT" means a circumstance whereby (i)
an OCM Entity and WES&S have entered into a commitment to purchase Securities of
the Company pursuant to a purchase agreement; (ii) such OCM Entity is in breach
of its commitment to purchase such Securities; and (iii) WES&S ultimately
completes its purchase under such purchase agreement.

                  "OCM ENTITY OFFER" has the meaning assigned to such term in
SECTION 4(B).

                  "OCM ENTITY PURCHASE DEFAULT" means an OCM Entity is in breach
of its purchase obligation under an OCM Entity Acceptance Notice in connection
with certain transfers of the WES&S Shares as set forth in SECTION 4.

                  "OCM ENTITY SHARES" means all the Securities now and hereafter
held by OCM, any OCM Affiliate, TCW or any TCW Affiliate.

                  "OCM ENTITY TRANSFER TERMINATION EVENT" means the first to
occur of (i) a Qualified Public Offering, (ii) a Sell-Down Event, (iii) a WES&S
Purchase Default, (iv) a WES&S Funding Default or (v) May 2, 2002.

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                  "OCM TRANSFER SECURITIES" has the meaning assigned to such
term in SECTION (3)(A).

                  "OFFEREE" means, for the purposes of SECTION 4 hereof: (i)
with respect to any proposed Transfer by an OCM Entity: WES&S; (ii) with respect
to any proposed Transfer by WES&S: each OCM Entity; and (iii) with respect to
any proposed Transfer by each of Management, Myers or the Banks: the Company,
each OCM Entity and WES&S, as applicable.

                  "PARIBAS" means Banque Paribas and Paribas North America, Inc.

                  "PERMITTED TRANSFER" has the meaning assigned to such term in
SECTION 3.

                  "PERSON" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or agency or political
subdivision thereof.

                  "PREFERRED STOCK" shall mean the Company's Series A
Participating Preferred Stock, par value $.001 per share.

                  "PRO RATA" shall mean, with respect to any offer of shares of
Common Stock or securities exercisable or convertible into shares of Common
Stock, an offer based on the relative percentages of Securities then held by or
issuable to all of the Holders to whom such offer is made.

                  "PUBLIC OFFERING" means any offering of Common Stock to the
public, including the Initial Public Offering, either on behalf of the Company
or any of its stockholders, pursuant to an effective registration statement
under the Securities Act.

                  "PUBLIC TRANSFEREES" has the meaning assigned to such term in
SECTION 2(C).

                  "QUALIFIED PUBLIC OFFERING" means a Public Offering wherein
the aggregate offering proceeds are not less than $30,000,000 (determined based
on gross offering price paid to the Company at the closing of each such
transaction for the offered securities).

                  "QUALIFIED SALE" shall mean (i) any sale of all or
substantially all of the assets of the Company or (ii) any sale, merger or
liquidation of the Company with or into any entity other than to or with OCM,
TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such
entity or the holders of a majority of the voting stock thereof shall obtain (A)
at least a majority of the voting stock of the surviving entity and (B) the
right to elect a majority of the surviving entity's board of directors.

                  "RE-OFFER ACCEPTANCE NOTICE" has the meaning assigned to such
term in SECTION 4(D).

                  "RE-OFFER NOTICE" has the meaning assigned to such term in
SECTION 4(D).

                  "REFUSAL NOTICE" has the meaning assigned to such term in
SECTION 4(A).

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                  "REFUSAL SECURITIES" has the meaning assigned to such term in
SECTION 4(A).

                  "REFUSAL TRANSFEREE" has the meaning assigned to such term in
SECTION 4(A).

                  "SECURITIES" shall mean the shares of Common Stock and
Preferred Stock and any securities convertible or exercisable into shares of
Common Stock or Preferred Stock, and whenever an amount of Securities is
calculated or used in any provision of this Agreement, convertible or
exercisable securities shall be counted as the number of shares of Common Stock
issuable upon such conversion or exercise.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                  "SELL-DOWN EVENT" means an event, subject to SECTIONS 2, 3 AND
4, whereby WES&S sells or Transfers Securities (or an economic "capital
interest" therein, whether directly or indirectly) to any Person; PROVIDED,
HOWEVER, that the following Transfers shall not constitute a Sell-Down Event:
(i) any Transfer made to a WES&S Affiliate or (ii) any Transfer made to any
Person if (A) WES&S retains voting control of the Securities transferred to such
Person and (B) the cumulative number of Securities so transferred (or the
economic capital interest therein) by WES&S shall not exceed the Threshold
Amount.

                  "SELLING COMMON HOLDERS" has the meaning assigned to it in
SECTIONS 6(B).

                  "SELLING HOLDERS" has the meaning assigned to it in SECTION 7.

                  "SELLING PREFERRED HOLDERS" has the meaning assigned to it in
SECTIONS 6(C).

                  "SIMON ENTITY" means Logistical Simon, L.L.C., a Delaware
limited liability company, WESINVEST, Inc., a Delaware corporation or William E.
Simon & Sons, L.L.C., a Delaware limited liability company.

                  "SUBSIDIARY" means any entity at least fifty percent (50%)
owned or controlled either directly or indirectly by the Company or any of its
Subsidiaries.

                  "TCW" means TCW Special Credits Fund V - The Principal Fund, a
California limited partnership,

                  "TCW AFFILIATE" means any investor in or any employee of TCW,
TCW Asset Management Company, a California corporation ("TAMCO"), Trust Company
of the West, a California trust company ("TRUSTCO") or Oaktree Capital
Management, LLC ("OAKTREE"), a California limited liability company, or in any
company, joint venture, limited liability company, association or partnership of
which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general
partner, as the case may be.

                  "THRESHOLD AMOUNT" means thirty percent (30%) of the shares
held by WES&S as of the Closing Date (excluding for the purpose of this
calculation any shares owned by WES&S

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to the extent received upon the exercise of its Warrants or otherwise acquired
from parties other than the Company).

                  "TRADING PRICE" means the trading price for each trading day:
(a) if the Common Stock is traded on a national securities exchange, its last
reported sale price on the preceding Business Day on such national securities
exchange or, if there was no sale on that day, the last reported sale price on
such national securities exchange on the next preceding Business Day on which
there was a sale, all as made available over the Consolidated Last Sale
Reporting System of the CTA Plan (the "CLSRS") or, if the Common Stock is not
then eligible for reporting over the CLSRS, its last reported sale price on the
preceding Business Day on such national securities exchange or, if there was no
sale on that day, on the next preceding Business Day on which there was a sale
on such exchange or (b) if the principal market for the Common Stock is the
over-the-counter market, but the Common Stock is not then eligible for reporting
over the CLSRS, but the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), the last sale price
reported on NASDAQ on the preceding Business Day or, if the Common Stock is an
issue for which last sale prices are not reported on NASDAQ, the closing bid
quotation on such day, but in each of the next preceding two cases, if the
relevant NASDAQ price or quotation did not exist on such day, then the price or
quotation on the next preceding Business Day in which there was such a price or
quotation.

                  "TRANSFER" has the meaning assigned to such term in SECTION
2(A).

                  "TRANSFER NOTICE" has the meaning assigned to such term in
SECTIONS 6(B) & 7.

                  "TRANSFEROR" has the meaning assigned to such term in SECTION
4(A).

                  "VOTING TERMINATION EVENT" has the meaning assigned to such
term in SECTION 8(A).

                  "WARRANT(S)" means the Warrants exercisable into the Common
Stock of the Company at either a fixed or variable priced exercise rate.

                  "WES&S" means Logistical Simon, L.L.C., a Delaware limited
liability company, and for purposes of Sections 4(b) and 4(d) only and only in
the event that WES&S offers to acquire an amount of Refusal Securities, includes
Myers; PROVIDED, HOWEVER, that should WES&S and Myers each offer to acquire an
amount of Refusal Securities (as defined in Section 4(a) hereof) that is
oversubscribed pursuant to such Sections 4(b) and 4(d), the shares to be so
purchased shall be allocated to each of WES&S and Myers Pro-Rata based upon the
relative number of Securities owned by each entity as of such date.

                  "WES&S AFFILIATE" means any Simon Entity or any partnership,
limited liability company or corporation that directly or indirectly, through
one or more intermediaries, has control of, is controlled by or is under common
control with (i) any Simon Entity or (ii) any shareholders, partner or member of
a Simon Entity or any such shareholder's, partner's or member's spouse,
siblings, children, children's spouses, grandchildren or their spouses or any
trusts for the benefit of any of the foregoing.

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                  "WES&S ACCEPTANCE NOTICE" has the meaning assigned to such
term in SECTION 4(B).

                  "WES&S FUNDING DEFAULT" means a circumstance whereby (i) an
OCM Entity and WES&S have entered into a commitment to purchase the Securities
of the Company pursuant to a purchase agreement; (ii) WES&S is in breach of its
commitment to purchase such Securities; and (iii) an OCM Entity ultimately
completes its purchase under such purchase agreement.

                  "WES&S OFFER" has the meaning assigned to such term in SECTION
4(C).

                  "WES&S PURCHASE DEFAULT" means WES&S is in breach of its
purchase obligation under a WES&S Acceptance Notice in connection with certain
transfers of the OCM Entity Shares as set forth in SECTION 4.

                  "WES&S SHARES" means all the Securities now and hereafter held
by WES&S and any WES&S Affiliate.

                  "WES&S TRANSFER SECURITIES" has the meaning assigned to such
term in SECTION 3(B).

                  "WES&S TRANSFER TERMINATION EVENT" means the first to occur of
(i) a Qualified Public Offering, (ii) an OCM Entity Purchase Default, (iii) an
OCM Entity Funding Default, (iv) the date on which the OCM Entities, in the
aggregate, own less than fifty percent (50%) of the total number of shares held
by the OCM Entities as of the Closing Date or (v) May 2, 2002. SECTION 2.
PROVISIONS REGARDING TRANSFER.

                  (a) GENERAL RESTRICTIONS. So long as this Agreement shall
remain in force, none of the Securities may be issued, sold, assigned,
transferred, given away or in any way disposed of (any of the foregoing being
hereinafter referred to as a "TRANSFER") unless:

                           (i) the Person in whose favor such Transfer is made
                  shall deliver to the Company a written acknowledgment that the
                  Securities to be transferred are subject to this Agreement and
                  that such Person and such Person's successors in interest are
                  bound hereby on the same terms as the Transferor of such
                  Securities, but prior to any such Transfer, the Transferor
                  shall give the Company (1) notice describing the manner and
                  circumstances of the proposed Transfer and (2) if reasonably
                  requested by the Company, a written opinion in form and
                  substance reasonably satisfactory to legal counsel of the
                  Company to the effect that the proposed Transfer may be
                  effected without registration under the Securities Act or any
                  applicable state law;

                           (ii) such Transfer shall be made in compliance with
                  the provisions of this Agreement, the Employee Stock Purchase
                  Plan and the Management subscription agreements; or

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                           (iii) such Transfer shall be made pursuant to a
                  public offering registered under the Securities Act and in
                  accordance with applicable state law or pursuant to Rule 144
                  under the Securities Act.

Any attempted Transfer other than in accordance with this Agreement shall be
void, and the Company shall refuse to recognize any such Transfer and shall not
reflect on its records any change in record ownership of the Securities pursuant
to any such attempted Transfer.

                  (c) MECHANICS OF TRANSFER. The closing of any Transfer of
Securities (other than pursuant to Section 2(a)(iii) above) shall take place at
the principal executive offices of the Company. Any Holder who Transfers the
Securities shall (i) take all such actions and execute and deliver all such
documents as may be necessary or reasonably requested by the Company in order to
consummate the Transfer of such Securities and (ii) pay to the Company such
amounts as may be required for any applicable stock transfer taxes.

                  (d) PLEDGE AND HYPOTHECATION PROHIBITED. In the case of
Securities other than Preferred Stock, no Holder (other than any Persons not a
party to this Agreement who acquire such Securities pursuant to a registration
statement ("PUBLIC TRANSFEREES")) shall, prior to a Qualified Public Offering,
in any manner pledge, hypothecate or encumber, or grant options with respect to,
any such Securities held by such Holder, unless such Holder obtains the prior
(i) written approval of the Executive Committee and (ii) written agreement of
the designated assignee or secured party to acknowledge, accept and agree to be
bound by the terms of this Agreement. No Holder of Preferred Stock (other than
any Public Transferee) shall, in any manner pledge, hypothecate or encumber, or
grant options with respect to any shares of Preferred Stock held by such Holder,
unless such Holder obtains the prior (i) written approval of the Executive
Committee and (ii) written agreement of the designated assignee or secured party
to acknowledge, accept and agree to be bound by the terms of this Agreement.

                  SECTION 3. TRANSFERS NOT SUBJECT TO RIGHT OF FIRST REFUSAL.
The following Transfers (each a "PERMITTED TRANSFER") shall not be subject to
the rights of first refusal set forth in SECTION 4 hereof:

                  (a) CERTAIN TRANSFERS BY OCM ENTITY. Subject to the
restrictions on Transfer set forth in SECTION 2, an OCM Entity or any subsequent
holder of the OCM Entity Shares other than Preferred Stock ("OCM TRANSFER
SECURITIES"), may Transfer or grant participation in any or all of the OCM
Transfer Securities to (i) any OCM Affiliate or a TCW Affiliate in connection
with an in-kind distribution, (ii) any Person pursuant to a demand or piggyback
registration or (iii) any other Person to the extent the aggregate number of OCM
Transfer Securities so transferred shall not exceed thirty percent (30%) of the
aggregate number of OCM Transfer Securities purchased by the OCM Entities, in
the aggregate, from the Company on the Closing Date and subsequent thereto. Any
OCM Transfer Securities, or interest therein, so transferred may subsequently be
transferred back to an OCM Entity and upon such reacquisition such OCM Transfer
Securities shall be subject to this Agreement; PROVIDED, HOWEVER, that any OCM
Transfer Securities so reacquired by an OCM Entity shall not be subject to this
Agreement to the extent that an OCM Entity purchased such OCM Transfer
Securities pursuant to a registration statement or from a Public Transferee.

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                  (b) CERTAIN TRANSFERS BY WES&S. Subject to the restrictions on
Transfer set forth in SECTION 2, WES&S or any subsequent holder of the WES&S
Shares other than Preferred Stock ("WES&S TRANSFER SECURITIES") may Transfer or
grant participation in any or all of the WES&S Transfer Securities to (i) any
Person to the extent that such Transfer would not constitute a Sell-Down Event
or (ii) any other Person pursuant to a demand or piggyback registration. Any
WES&S Transfer Securities, or interest therein, so transferred may subsequently
be transferred back to WES&S and upon such reacquisition such WES&S Transfer
Securities shall be subject to this Agreement; PROVIDED, HOWEVER, that any WES&S
Transfer Securities so reacquired by WES&S shall not be subject to this
Agreement to the extent that WES&S purchased such WES&S Transfer Securities
pursuant to a registration statement or from a Public Transferee.

                  (c) CERTAIN TRANSFERS BY MANAGEMENT, MYERS OR THE BANKS. Each
of Management, Myers, or the Banks, may Transfer any or all of their respective
shares of Common Stock to any Person in connection with a piggyback
registration. Subject to the restrictions on Transfer set forth in SECTION 2,
Myers may transfer any or all of his Securities to a Myers Affiliate. Any shares
of Common Stock, or interest therein, so transferred by a Holder pursuant to
this SECTION 3(C) may subsequently be transferred back to such Holder and upon
such reacquisition such shares of Common Stock shall be subject to this
Agreement; PROVIDED, HOWEVER, that any shares of Common Stock so reacquired by
such Holder shall not be subject to this Agreement to the extent that such
Holder purchased such shares of Common Stock pursuant to a registration
statement or from a Public Transferee.

                  (d) INTER VIVOS TRANSFERS. Any Holder who is a natural person
may transfer, by INTER VIVOS Transfer, any or all of his or her Securities to
any other natural person who is a Family Member or to a trust primarily for the
benefit of such natural person who is a Family Member or such Holder (an "INTER
VIVOS Transferee"); PROVIDED that such Holder retains all voting rights with
respect to such Securities, and; PROVIDED, FURTHER, that no Holder who is a
natural person may make an INTER VIVOS transfer to any person unless such Holder
shall comply with the provisions of SECTION 2. Subject to the restrictions of
SECTION 2, any Securities transferred pursuant to this SECTION 3(D) may
subsequently be transferred back to such Holder.

                  (e) CERTAIN TRANSFERS OF PREFERRED STOCK. Any Holder may
Transfer not less than 3,000 shares of Preferred Stock to any Person and such
Transfer shall not be subject to the provisions of Section 4 hereof.

SECTION 4. RIGHT OF FIRST REFUSAL. Each Holder agrees that,
except as provided in SECTIONS 3 AND 5 hereof, such Holder will not transfer any
Securities, or any right, title or interest therein, unless such Holder shall
have first made the offers to sell set forth in this SECTION 4.

                  (a) REFUSAL NOTICE. A Holder that desires in good faith to
Transfer any Securities that are subject to the provisions of Section 4(b), (c)
or (d) (the "TRANSFEROR") shall deliver a written notice of such intent (the
"REFUSAL NOTICE") to each Offeree as required pursuant to Section 4(b), (c) or
(d). The Refusal Notice shall contain (i) a description of the proposed Transfer
transaction and the terms thereof including the number and type of Securities
(E.G.,


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Preferred Stock, Common Stock or Warrants) proposed to be transferred
(collectively, the "REFUSAL SECURITIES"), (ii) the name of each person to whom
or in favor of whom the proposed Transfer is to be made (the "REFUSAL
TRANSFEREE") and (iii) a description of the consideration to be received by the
Transferor upon Transfer of the Refusal Securities; PROVIDED, HOWEVER, that if
any Holder desires to Transfer any Securities pursuant to Rule 144 of the
Securities Act, such Holder shall not be required to satisfy subsection (a)(ii)
herein. The Refusal Notice shall be accompanied by a copy of the third party
written offer (for purposes of this SECTION 4, an executed letter of intent
stating the terms of such offer, or incorporating by reference therein a
separate summary of terms which shall be deemed a written offer). No offer
(covered by this SECTION 4) to Transfer to a Transferee shall be permissible,
unless the consideration for the Transfer involved consists solely of cash.

                  (b) TRANSFERS BY OCM ENTITY. Prior to an OCM Entity Transfer
Termination Event, if an OCM Entity intends in good faith to sell or otherwise
Transfer any OCM Transfer Securities to any Person, such OCM Entity shall
deliver to WES&S, concurrently with the delivery of the Refusal Notice, a
written offer to sell (the "OCM ENTITY OFFER") all, but not less than all, of
such Refusal Securities which are the subject of the Refusal Notice. Each OCM
Entity Offer shall contain the same terms and conditions, and shall be for the
same consideration, as described in the Refusal Notice. Within five (5) Business
Days after the Refusal Notice is delivered to WES&S, WES&S may, by written
notice delivered to such OCM Entity (a "WES&S ACCEPTANCE NOTICE"), accept the
offer to acquire all, but not less than all, of the Refusal Securities as
described in the Refusal Notice. Transfers of OCM Transfer Securities to WES&S
pursuant to offers made and accepted in accordance with this SECTION 4 shall
occur simultaneously on a Business Day not more than thirty (30) days after the
date on which the WES&S Acceptance Notice is delivered to such OCM Entity. If
WES&S breaches its obligation to purchase the Refusal Securities which are the
subject of the Refusal Notice within thirty (30) days of the date on which the
WES&S Acceptance Notice is delivered to such OCM Entity, (i) WES&S shall forfeit
(A) any and all future rights of first refusal with respect to the OCM Transfer
Securities and (B) any and all future rights of first refusal with respect to
any proposed Transfer of Securities pursuant to SECTION 4(D) hereof, and (ii)
except as provided in SECTION 4(F) hereof such failure shall constitute a WES&S
Purchase Default.

(c) TRANSFERS BY WES&S. Prior to a WES&S Transfer Termination Event, if
WES&S intends in good faith to sell or otherwise Transfer any WES&S Transfer
Securities to any Person, WES&S shall deliver to each OCM Entity, concurrently
with the delivery of the Refusal Notice, a written offer to sell (the "WES&S
OFFER") all, but not less than all, of such Refusal Securities which are the
subject of the Refusal Notice. Each WES&S Offer shall contain the same terms and
conditions, and shall be for the same consideration, as described in the Refusal
Notice. Within five (5) Business Days after the Refusal Notice is delivered to
each OCM Entity, each OCM Entity may, by written notice delivered to WES&S (an
"OCM ENTITY ACCEPTANCE NOTICE"), accept the offer to acquire all, but not less
than all, of the Refusal Securities as described in the Refusal Notice; PROVIDED
HOWEVER, that if each OCM Entity elects to submit an OCM Entity Acceptance
Notice, the WES&S Transfer Securities to be so purchased shall be allocated to
each OCM Entity on such basis as may be agreed upon by the OCM Entities.
Transfers of WES&S Transfer Securities to an OCM Entity pursuant to offers made
and accepted in accordance with this SECTION 4 shall occur simultaneously on a
Business Day not

<PAGE>

more than thirty (30) days after the date on which the OCM Entity Acceptance
Notice is delivered to WES&S. If either OCM Entity breaches its obligation to
purchase the Refusal Securities which are the subject of the Refusal Notice
within thirty (30) days of the date on which the OCM Entity Acceptance Notice is
delivered to WES&S, (i) both OCM Entities shall forfeit (A) any and all future
rights of first refusal with respect to the WES&S Transfer Securities and (B)
any and all future rights of first refusal with respect to any proposed Transfer
of Securities pursuant to SECTION 4(D) hereof, and (ii) except as provided in
SECTION 4(F) hereof such failure shall constitute an OCM Entity Purchase
Default.

                  (d) TRANSFERS BY HOLDERS. Prior to a Qualified Public Offering
(and in the case of Myers, if earlier, May 2, 2002), if any Holder (other than
an OCM Entity and WES&S), subject to the transfer restrictions, if any, as set
forth in the terms of such Holder's Warrant, intends in good faith to sell or
otherwise Transfer any Securities to any Person, such Holder shall deliver to
the Company, concurrently with the delivery of the Refusal Notice, a written
offer to sell (the "COMPANY OFFER") all, but not less than all, of such Refusal
Securities which are the subject of the Refusal Notice; PROVIDED, HOWEVER that
if any such Holder intends to Transfer any Securities to the Company pursuant to
the terms of such Holder's employment or subscription agreement, such Holder
shall not be required to deliver a Refusal Notice pursuant to this subsection
(d). Each Company Offer shall contain the same terms and conditions, and shall
be for the same cash consideration, as described in the Refusal Notice. Within
five (5) Business Days after the Refusal Notice is delivered to the Company, the
Company may, by written notice delivered to such proposed Transferor (a "COMPANY
ACCEPTANCE Notice"), accept the offer to acquire all, but not less than all, of
the Refusal Securities as described in the Refusal Notice. If the Company does
not return the Company Acceptance Notice within the required five (5) Business
Day period, the proposed Transferor shall deliver to each OCM Entity and WES&S,
concurrently with the delivery of a Refusal Notice ("RE-OFFER NOTICE") a written
offer to sell (the "RE-OFFER") all but not less than all of such Refusal
Securities which are the subject of the Refusal Notice; PROVIDED, HOWEVER, that
the proposed Transferor shall not be obligated to deliver a Re-Offer Notice to
an OCM Entity or WES&S to the extent that their respective rights of first
refusal have expired as set forth in SECTIONS 4(B) AND (C) hereof. Within five
(5) Business Days after the Re-Offer Notice is delivered to each OCM Entity and
WES&S, each OCM Entity and WES&S may, by written notice delivered to such
proposed Transferor (a "RE-OFFER ACCEPTANCE NOTICE"), accept the offer to
acquire all, but not less than all, of the Refusal Securities as described in
the Re-Offer Notice. Each of the Company, each OCM Entity and WES&S, as
applicable, shall be required to complete the purchase of the Refusal Securities
which are the subject of the applicable acceptance notice referred to in this
SECTION 4(D) within thirty (30) days of receipt of the applicable acceptance
notice by the proposed Transferor. If more than one of WES&S and the OCM
Entities elect to submit a Re-Offer Acceptance Notice, the Securities to be so
purchased shall be allocated to each entity which has submitted a Re-Offer
Acceptance Notice Pro-Rata based upon the relative number of Preferred Stock
owned by each such entity as of such date in the event of a Re-Offer Acceptance
Notice relating to Preferred Stock and the relative number of Securities other
than Preferred Stock owned by each such entity as of said date in the event of a
Re-Offer Acceptance Notice relating to Securities other than Preferred Stock.

<PAGE>

                  (e) ELECTION OF TRANSFEROR. In the event that an Offeree does
not agree to purchase all of the Refusal Securities offered for sale to such
Offeree by a Transferor, such Transferor has the right at such Transferor's
election to (i) transfer the Refusal Securities to a third party in accordance
with the terms of SECTION 4(F) below.

                  (f) TRANSFERS TO THIRD PARTIES. If the Transfer of Refusal
Securities to an Offeree is not completed within the period set forth in
SECTIONS 4(B), (C) OR (D), as applicable, then such Transferor has the right to
complete a sale transaction with a third party; PROVIDED, that the consideration
received by such Transferor in respect of any such Transfer is not less than the
consideration proposed by the Refusal Notice. Notwithstanding any forfeiture of
future refusal rights as set forth in SECTIONS 4(B) AND (C), if such Transfer
transaction with a third party is not completed within ninety (90) days of the
date the Refusal Notice is received by each OCM Entity, WES&S or the Company, as
the case may be, then each OCM Entity, WES&S or the Company, as the case may be,
shall have the rights of first refusal with respect to any subsequent proposed
sale of Securities covered by this SECTION 4.

                  (g) TRANSFER OF SHARES. Transfers of Securities pursuant to
offers made and accepted in accordance with this SECTION 4 shall be made subject
to and in accordance with SECTION 2. Any Transfer made in violation of this
SECTION 4 shall be void and of no force and effect.

                  SECTION 5. INTENTIONALLY OMITTED

                  SECTION 6. DRAG-ALONG. (a) QUALIFIED SALE. If prior to a
Qualified Public Offering, (i) the Company agrees to be sold, merged or
liquidated pursuant to a Qualified Sale and (ii) such Qualified Sale is approved
by more than eighty percent (80%) of the outstanding shares of Common Stock
entitled to vote on such transaction, then all Holders (other than Public
Transferees), shall be deemed to have consented to such Qualified Sale and shall
execute such documents to confirm such consent.

                  (b) COMMON STOCK SALE. If, at any time prior to the
consummation of a Qualified Public Offering, the Holders holding shares in
excess of eighty percent (80%) of the issued and outstanding Common Stock (the
"SELLING COMMON HOLDERS") elect to sell such shares of Common Stock to the
Company or a third party (other than an OCM Entity, WES&S, an OCM Affiliate, a
TCW Affiliate or a WES&S Affiliate) (an "ACQUIROR"), then the Acquiror shall
have the right, at its option, to purchase from the Holders other than the
Selling Common Holders and any Public Transferees (the "NON-SELLING COMMON
HOLDERS"), the same Pro-Rata portion of Securities (other than Preferred Stock)
as is being acquired from the Selling Common Holders at the same price per
Security (other than Preferred Stock), with the same form of consideration and
upon the same terms and conditions as set forth in the Transfer Notice (as
defined below); PROVIDED, HOWEVER, that the price paid to any warrantholder
shall be the price paid by the Acquiror for each share of Common Stock less any
exercise price payable by such warrantholder.

                  (c) PREFERRED STOCK SALE. If at any time the Holders holding
shares in excess of eighty percent (80%) of the issued and outstanding shares of
Preferred Stock (the "SELLING

<PAGE>

                  PREFERRED HOLDERS") elect to sell such shares of Preferred
Stock to an Acquiror, then the Acquiror shall have the right, at its option, to
purchase from the Holders other than the Selling Preferred Holders and any
Public Transferees (the "NON-SELLING PREFERRED HOLDERS"), the same Pro-Rata
portion of Preferred Stock as is being acquired from the Selling Preferred
Holders at the same price per share of Preferred Stock, with the same form of
consideration and upon the same terms and conditions as set forth in the
Transfer Notice (as defined below).

                  (d) EXERCISE OF RIGHTS. To exercise this drag-along right, the
Selling Common Holders or Selling Preferred Holders shall provide written notice
(a "TRANSFER NOTICE") to each Non-Selling Common Holder or Non-Selling Preferred
Holder, respectively, ten (10) Business Days following any such Transfer of
Common Stock or Preferred Stock, respectively, explaining the terms of such
offer and identifying the name and address of the Acquiror. If the Acquiror
exercises its right to purchase a portion, but not all, of the Securities owned
by the Non-Selling Common Holders or Non-Selling Preferred Holder, as
applicable, then such Acquiror shall purchase a Pro Rata portion of the
Securities from each such Non-Selling Common Holder or Non-Selling Preferred
Holder, respectively, within twenty (20) Business Days following the sale of
Securities by the Selling Common Holder or Selling Preferred Holder, as
applicable.

                  SECTION 7. TAG-ALONG. Prior to a Qualified Public Offering, if
Holders (other than Public Transferees) holding shares in excess of seventy-five
percent (75%) of the issued and outstanding Common Stock (the "SELLING HOLDERS")
elect to sell, dispose of or otherwise Transfer such shares of Common Stock to a
third party (other than an OCM Entity, WES&S, an OCM Affiliate, a TCW Affiliate
or a WES&S Affiliate)(the "ACQUIROR"), then, at least twenty (20) days prior to
any such Transfer by the Selling Holders of any Common Stock, the Selling
Holders shall provide to each Holder other than a Selling Holder and Public
Transferee (a "NON-SELLING HOLDER") a written notice (a "TRANSFER NOTICE")
explaining the terms of such transfer and identifying the name and address of
the potential Acquiror. Upon receipt of such Transfer Notice, each such
Non-Selling Holder shall have the right, upon delivery of a written request to
the Selling Holders within twenty (20) days of the date the Transfer Notice is
received by such Non-Selling Holder, to cause the potential Acquiror to purchase
from such Non-Selling Holder a Pro-Rata portion of the Securities other than
Preferred Stock which are proposed to be sold by the Selling Holders (on a
fully-diluted basis) in the Transfer Notice at the same price and on the same
terms and conditions contained in the Transfer Notice delivered in connection
with such proposed transaction; PROVIDED, HOWEVER, that the price paid to any
warrantholder shall be the price paid by the Acquiror for each share of Common
Stock less any exercise price payable by such warrantholder.

                  SECTION 8. BOARD OF DIRECTORS. (a) PRE-VOTING TERMINATION
EVENT BOARD. Prior to the first to occur of (i) an Initial Public Offering, (ii)
a Sell-Down Event, (iii) a WES&S Purchase Default, (iv) a WES&S Funding Default,
(v) a Financial Default Disagreement, (vi) an OCM Entity Purchase Default, (vii)
an OCM Entity Funding Default or (viii) May 2, 2002 (in each case a "VOTING
TERMINATION EVENT"), the Board of Directors shall at all times consist of five
(5) members. Each Holder of Securities hereby agrees to cause all such
Securities that are entitled to vote and are registered in the name of such
Holder to be voted, and will otherwise take or cause to be taken all such other
action as may be necessary, so that the Board of Directors of

<PAGE>

the Company shall at all times, until a Voting Termination Event, consist of
five (5) members, of which one (1) member shall be designated by OCM (an "OCM
DIRECTOR"), one (1) member shall be designated by TCW (a "TCW DIRECTOR"), two
(2) members shall designated by WES&S (a "WES&S DIRECTOR") and one (1) member
shall be the Chief Executive Officer of the Company.

                  (b) POST-VOTING TERMINATION EVENT BOARD. Upon a Voting
Termination Event that is not caused by an Initial Public Offering, the Board of
Directors of the Company shall at all times consist of at least five (5) members
or such greater number that shall be needed to satisfy the terms of this SECTION
8(B). Each Holder of Securities hereby agrees to cause all such Securities that
are entitled to vote and are registered in the name of such Holder to be voted,
and will otherwise take or cause to be taken all such other action as may be
necessary, so that the Board of Directors shall at all times, after a Voting
Termination Event that is not caused by an Initial Public Offering, consist of:
(A) (i) a majority of Board of Directors seats designated by an OCM Entity,
PROVIDED, that the combined holdings of the OCM Entities are fifty percent (50%)
or more of the voting stock and the Voting Termination Event is due to an event
other than an OCM Entity Funding Default or an OCM Entity Purchase Default, (ii)
one (1) Board of Directors seat less than a majority designated by an OCM
Entity, provided, that either (x) the combined holdings of the OCM Entities are
at least twenty-five percent (25%) but less than fifty percent (50%) of the
voting stock or (y) the combined holdings of the OCM Entities are fifty percent
(50%) or more of the voting stock and the Voting Termination Event is due solely
to an OCM Entity Funding Default or an OCM Entity Purchase Default, or (iii) one
(1) Board of Directors seat designated by an OCM Entity, PROVIDED, that the
combined holdings of the OCM Entities are at least ten percent (10%) but less
than twenty-five (25%) of the voting stock (in each case, an "OCM ENTITY
TERMINATION DIRECTOR"); (B) one (1) Board of Directors seat to be the Chief
Executive Officer and (C) the remainder of the board seats to be designated by
WES&S (a "WES&S TERMINATION DIRECTOR"); PROVIDED, that in no event shall WES&S
designate less than one (1) Board of Directors seat.

                  (c) INITIAL BOARD OF DIRECTORS. The Board of Directors,
effective as soon as practicable following the date of this Agreement, shall
consist of the following members:

<TABLE>
<S>                                                   <C>
                  Stephen A. Kaplan                    (TCW Director)

                  Vincent J. Cebula                    (OCM Director)
                                                       (OCM Executive Director)

                  William E. Simon, Jr.                (WES&S Director)

                  Michael B. Lenard                    (WES&S Director)
                                                       (WES&S Executive Director)

                  Robert Arovas                        (Chief Executive Officer)
</TABLE>

each of whom shall hold office for a term of one (1) year until the next annual
or special meeting of Holders called for the purpose of electing directors as
provided in SECTION 8(A) AND (B) of this Agreement or in the Bylaws.
Notwithstanding the foregoing designation, upon a Voting

<PAGE>

Termination Event that is not caused by an Initial Public Offering, the
directors designated in this SECTION 8(C) shall be subject to removal and
redesignation as set forth in SECTION 8(B) hereof.

                  (d) FILLING VACANCIES, ETC. At any time a vacancy is created
on the Board by the death, removal (with or without cause) or resignation of any
one of the Directors, no action shall be taken by the Board until the Board is
reconstituted with the appropriate number of directors. Only OCM or an OCM
Affiliate shall have the right to remove an OCM Director or an OCM Entity
Termination Director appointed by OCM, or to fill a vacancy caused by the
resignation, removal (with or without cause) or death of such OCM Director or
OCM Entity Termination Director. Only TCW or a TCW Affiliate shall have the
right to remove a TCW Director or an OCM Entity Termination Director appointed
by TCW, or to fill a vacancy caused by the resignation, removal (with or without
cause) or death of such TCW Director or OCM Entity Termination Director. Only
WES&S shall have the right to remove a WES&S Director or to fill a vacancy
caused by the resignation, removal (with or without cause) or death of such
WES&S Director or WES&S Termination Director. For all other vacancies, the
remaining directors shall meet in person or by telephone for the purpose of
approving and appointing a director in accordance with the provisions set forth
in SECTIONS 8(A) AND (B) hereof or in the By-Laws.

                  (e) COMPENSATION; LIABILITY COVERAGE. Any directors who are
employees of OCM, TCW or WES&S shall not be entitled to compensation (other than
reimbursement of reasonable out-of-pocket expenses incurred in connection with
board meetings or director-related activities); PROVIDED HOWEVER, that if
directors who are either employees of the Company or are newly admitted
directors after the Closing Date receive additional compensation in their
capacity as directors, then such OCM Directors, TCW Director, WES&S Directors,
OCM Entity Termination Directors or WES&S Termination Directors shall be
entitled to receive an equivalent consideration. Within sixty (60) days of the
Closing Date, the Company shall secure for the benefit of all Directors and
Officers liability coverage from a reputable insurer selected by the Company
with coverages which are not less than Five Million Dollars ($5,000,000) and
deductibles which are customary for companies of comparable size. If the Company
shall ever fail to pay when due any premium or other charge with respect to such
insurance coverage, or otherwise fail to renew such coverage, any Holder may pay
such premium or charge, or renew such coverage, and the Company shall promptly
reimburse such Holder.

                  (f) ADDITIONAL OCM ENTITY RIGHTS. So long as an OCM Entity
owns any Common Stock:

                           (i) OCM, TCW, any such OCM Affiliate or TCW
                  Affiliate, or any designated representative on behalf of such
                  OCM Affiliate or TCW Affiliate (1) shall be entitled to
                  discuss the business operations, properties and financial and
                  other conditions of the Company with any authorized officer,
                  employee, agent, representative, director or independent
                  accountant of the Company and, upon reasonable notice to the
                  Company, any such authorized officer, agent, representative,
                  director or independent accountant of any Subsidiary of the
                  Company, (2) shall be entitled to submit proposals or
                  suggestions to the Company's management from time to time with
                  the requirement that the management of the Company and, upon
                  reasonable notice to the Company, management

<PAGE>

                  of any Subsidiary of the Company shall discuss such proposals
                  or suggestions with OCM, TCW, any such OCM Affiliate or TCW
                  Affiliate, or any designated representative on behalf of each
                  OCM, TCW, any such OCM Affiliate or TCW Affiliate within a
                  reasonable period after such submission, and (3) shall be
                  entitled to call a meeting with the management of the Company
                  and, upon reasonable notice to the Company, management of any
                  Subsidiary of the Company at reasonable times and on
                  reasonable notice in order to discuss such proposals or
                  suggestions or for other purposes.

                           (ii) OCM, TCW, any such OCM Affiliate or TCW
                  Affiliate, or any designated representative on behalf of OCM,
                  TCW, or such OCM Affiliate or TCW Affiliate, shall be entitled
                  to examine and make abstracts from the books and records,
                  operating reports, budgets and other financial reports of the
                  Company as are available to the management of the Company, to
                  visit and inspect the facilities of the Company and, upon
                  reasonable notice to the Company, the facilities of any
                  Subsidiary of the Company and to reasonably request
                  information all at reasonable times and intervals (and on
                  reasonable notice to the Company) concerning the general
                  status of financial condition and operations of the Company.

                           (iii) Upon request, OCM, TCW, any such OCM Affiliate
                  or TCW Affiliate, or any designated representative on behalf
                  of OCM, TCW or such OCM Affiliate or TCW Affiliate, shall be
                  entitled to receive, when available, copies of (1) financial
                  statements, forecasts and projections provided to or approved
                  by the Board of Directors of the Company and/or (2) such other
                  business or financial data as OCM, TCW, any such OCM Affiliate
                  or TCW Affiliate, or any designated representative on behalf
                  of OCM, TCW or such OCM Affiliate or TCW Affiliate, may
                  reasonably request.

                           (iv) Each of OCM and TCW will hold, and will use its
                  best efforts to cause the OCM Affiliates and the TCW
                  Affiliates, as applicable, to hold, in strict confidence from
                  any Person (other than any such Affiliate or Person who has
                  provided, or who is considering providing, financing to the
                  Company or purchasing securities of the Company from OCM or an
                  OCM Affiliate), unless (i) compelled to disclose by judicial
                  or administrative process or by other requirements of law or
                  (ii) disclosed in an action or proceeding brought by a party
                  hereto in pursuit of its rights or in the exercise of its
                  remedies hereunder, all documents and information concerning
                  the Company furnished to it by the Company in connection with
                  this SECTION 8(F), except to the extent that such documents or
                  information can be shown to have been (a) previously known by
                  the party receiving such documents or information, (b) in the
                  public domain (either prior to or after the furnishing of such
                  documents or information hereunder) through no fault of such
                  receiving party or (c) later acquired by the receiving party
                  from another source if the receiving party is not aware that
                  such source is under an obligation to another party hereto to
                  keep such documents and information confidential.


                  (g) NONTRANSFERABILITY. Notwithstanding any other provision of
this Agreement to the contrary, the rights of OCM, TCW and WES&S pursuant to
this SECTION 8 shall not be transferable to any transferee; PROVIDED, HOWEVER,
that each of OCM, TCW and

<PAGE>

WES&S may transfer their rights pursuant to this SECTION 8 to an OCM
Affiliate, a TCW Affiliate or a WES&S Affiliate, respectively.

                  (h) VOTING AGREEMENT. All parties to this Agreement agree that
this SECTION 8 shall constitute a voting agreement within the meaning of Section
218 of the Delaware General Corporation Law and, subject to the other express
terms of this Agreement, shall be of the maximum duration permitted under the
Delaware General Corporation Law.

                  SECTION 9. CORPORATE GOVERNANCE. (a) BOARD VOTING; MANAGEMENT.
Prior to a Voting Termination Event and except with respect to the daily affairs
and operations of the Company arising in the ordinary course of business, which
affairs shall be attended to by the officers of the Company under the ultimate
direction of the Board of Directors, no action shall be taken, securities
issued, monies borrowed, sum expended, decision made or obligation incurred by
or on behalf of the Company or any of its Subsidiaries with respect to any
matter, unless approved by at least four (4) Directors or as set forth in
SECTION 9(B) below.

                  (b) EXECUTIVE COMMITTEE. Prior to a Voting Termination Event,
an Executive Committee (the "EXECUTIVE COMMITTEE") consisting of three (3)
members of the Board of Directors shall be authorized to take any action on
behalf of the Board of Directors (in between meetings of the Board of Directors)
upon the unanimous approval of such Executive Committee, including, without
limitation, the declaration of dividends, the issuance of shares of capital
stock or any other equity or debt security, or option or security convertible
into equity or debt securities, of the Company, and the adoption of a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. Each of OCM and WES&S shall designate one (1) OCM
Director (an "OCM EXECUTIVE DIRECTOR") and one (1) WES&S Director (a "WES&S
EXECUTIVE DIRECTOR"), respectively, to sit on the Executive Committee; and the
third member of the Executive Committee shall be the Chief Executive Officer of
the Company. Only OCM shall have the right to remove (with or without cause) an
OCM Executive Director or to fill a vacancy caused by the resignation, removal
or death of such OCM Executive Director. Only WES&S shall have the right to
remove (with or without cause) a WES&S Executive Director or to fill a vacancy
caused by the resignation, removal or death of such WES&S Executive Director.

                  (c) AUDIT AND COMPENSATION COMMITTEES. The Board of Directors
may, by resolution passed by a majority of the total number of directors which
the Company would at the time have if there were no vacancies, designate an
audit committee of the Board of Directors (the "AUDIT COMMITTEE"), which shall
be responsible for reviewing the scope of the Company's independent auditors'
examination of the Company's financial statements and receiving and reviewing
their reports, and a compensation committee of the Board of Directors (the
"COMPENSATION COMMITTEE"), which shall be responsible and have authority for
determining the Company's policies with respect to the nature and amount of all
compensation to be paid to the Company's executive officers and administering
the Company's benefit plans and shall also have the authority to issue shares of
capital stock or any other equity or debt security, or option or security
convertible into equity or debt securities, of the Company. Prior to a Voting
Termination Event each of the Audit Committee and the Compensation Committee
shall consist of two members, one of whom shall be an OCM Director that is
designated for membership on

<PAGE>

such committee by OCM and one of whom shall be a WES&S Director that is
designated for membership on such committee by WES&S. Only OCM shall have the
right to remove an OCM Director who is a member of the Audit Committee or
Compensation Committee or to fill a vacancy on the Audit Committee or
Compensation Committee caused by the resignation, removal or death of such OCM
Director. Only WES&S shall have the right to remove a WES&S Director who is a
member of the Audit Committee or Compensation Committee or to fill a vacancy on
the Audit Committee or Compensation Committee caused by the resignation, removal
or death of such WES&S Director.

                  (d) SHAREHOLDER VOTING. Prior to a Voting Termination Event,
all such actions taken by, in the name of or on behalf of the holders of Common
Stock shall require an affirmative vote of the holders representing at least
seventy-five percent (75%) of the issued and outstanding shares entitled to
vote. Upon a Voting Termination Event, all such actions taken by, in the name of
or on behalf of the holders of Common Stock shall require an affirmative vote of
a majority of the issued and outstanding shares entitled to vote.

                  SECTION 10. CERTIFICATES. (a) RESTRICTIVE ENDORSEMENTS. Each
certificate evidencing any Securities shall bear a legend in substantially the
following form:

         "The [shares][warrant] evidenced by this certificate [and the shares of
         Common Stock into which any Warrant represented hereby is convertible]
         are subject to that certain [a Warrant, dated as of _________,]
         [Subscription Agreement, dated as of _________,] [Employee Stock
         Purchase Plan, dated as of ________,] [Preferred Stock Purchase
         Agreement, dated as of _______,] a Stockholders Agreement, dated as of
         ________, and Registration Rights Agreement, dated as of ___________
         copies of which are on file at the principal office of the Company and
         will be furnished to the holder on request to the Secretary of the
         Company. Such [Warrant,] [Subscription Agreement] [Employee Stock
         Purchase Plan] [Preferred Stock Purchase Agreement] Stockholders
         Agreement and Registration Rights Agreement provide, among other
         things, for certain restrictions on voting, sale, transfer, pledge,
         hypothecation or other disposition of the (securities) [warrant]
         evidenced by this certificate [and the shares of Common Stock
         purchasable upon exercise of the warrant] and that such securities may
         be subject to purchase by the Company as well as certain other persons
         upon the occurrence of certain events. Any issuance, sale, assignment,
         transfer or other disposition of the securities evidenced by this
         certificate to persons who are not party to such Stockholders Agreement
         shall be null and void."

         In addition, unless counsel to the Company has advised the Company that
such legend is no longer needed, each certificate evidencing the Securities
shall bear a legend in substantially the following form:

         "The securities [warrant] evidenced by this certificate [and the shares
         of common stock purchasable upon exercise of the warrant] have not been
         registered pursuant to the Securities Act of 1933, as amended (the
         "Act"), or any state securities law, and such securities [warrant] may
         not be sold, transferred or otherwise disposed

<PAGE>

         of unless the same are registered and qualified in accordance with the
         Act and any applicable state securities laws, or in the opinion of
         counsel reasonably satisfactory to the Company such registration and
         qualification are not required."

                  (b) REPLACEMENT CERTIFICATES. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any certificate evidencing any Securities, and (in the case of
loss, theft or destruction) of indemnity reasonably satisfactory to the Company,
upon surrender and cancellation of such certificate or receipt of such
indemnity, the Company will execute, register and deliver a new certificate of
like tenor in lieu of such lost, stolen, destroyed or mutilated certificate.

                  SECTION 11. REPRESENTATIONS. Each Holder represents that such
Holder is the record and beneficial owner of the number of issued and
outstanding Securities appearing opposite such Holder's name in Exhibit A
attached hereto, free and clear of any option, lien, encumbrance or charge of
any kind whatsoever.

                  SECTION 12. EQUITABLE RELIEF. The parties hereto agree and
declare that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and
injunctive relief, may be used to enforce such provisions.

                  SECTION 13. MISCELLANEOUS.

                  (a) NOTICES. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:

                           (i)   (A) if to the Company, at

                           13952 Denver West Parkway
                           Golden, Colorado  80401
                           Facsimile No.:  (303) 704-4410
                           Attention: Chief Executive Officer

                                 (B) with copies to OCM, TCW and WES&S, at
                           the respective addresses set forth below

                           (ii)  if to TCW or OCM, at

                           TCW Special Credits Fund V - The Principal Fund
                           C/O Oaktree Capital Management, LLC
                           555 South Hope St., 22nd Floor
                           Los Angeles, CA  90071
                           Facsimile No.: (213) 694-1593
                           Attention: Vincent J. Cebula

<PAGE>

                           OCM Principal Opportunities Fund, L.P.
                           C/O Oaktree Capital Management, LLC
                           555 South Hope St., 22nd Floor
                           Los Angeles, CA  90071
                           Facsimile No.: (213) 694-1593
                           Attention: Vincent J. Cebula

                           with copies to:

                           Oaktree Capital Management, LLC
                           550 South Hope Street
                           22nd Floor
                           Los Angeles, California  90071
                           Facsimile No.: (213) 694-1599
                           Attention:  Kenneth Liang, Esq.

                           Milbank, Tweed, Hadley & McCloy
                           601 South Figueroa Street
                           30th Floor
                           Los Angeles, California  90017
                           Facsimile No.: (213) 629-5063
                           Attention: Deborah R. Baumgart, Esq.

                           (iii) if to WES&S, at

                           William Simon & Sons, LLC
                           10990 Wilshire Blvd., Suite 1750
                           Los Angeles, CA  90024
                           Facsimile No.: (310) 575-3258
                           Attention: Michael Lenard

                           with copies to:

                           Latham & Watkins
                           633 West Fifth Street
                           Suite 4000
                           Los Angeles, California 90071-2007
                           Facsimile No.: (213) 891-6763
                           Attention:  Paul D. Tosetti, Esq.

                           (iv) if to any other Person who is the registered
                  holder of any Securities to the address for the purpose of
                  such holder as it appears in the stock ledger of the Company.

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt,

<PAGE>

and (iii) if delivered by mail in the manner described above to the address as
provided in this Section, be deemed given upon receipt (in each case regardless
of whether such notice, request or other communication is received by any other
Person to whom a copy of such notice, request or other communication is to be
delivered pursuant to this Section). Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other party hereto.

                  (b) WAIVER. No failure or delay on the part of the parties or
any of them in exercising any right, power or privilege hereunder, nor any
course of dealing between the parties or any of them shall operate as a waiver
of any such right, power or privilege nor shall any single or partial exercise
of any such right, power or privilege preclude the simultaneous or later
exercise of any other right, power or privilege. The rights and remedies herein
expressly provided are cumulative and are not exclusive of any rights or
remedies which the parties or any of them would otherwise have. No notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the other parties or any of them to take any other or
further action in any circumstances without notice or demand.

                  (c) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

                  (d) GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware without regard
to principles of conflict of laws.

                  (e) FILING. A copy of this Agreement and of all amendments
hereto shall be filed at the principal office of the Company.

                  (f) AMENDMENT OR TERMINATION. Prior to a Voting Termination
Event, (i) the provisions of this Agreement relating exclusively to Common Stock
or Securities other than Preferred Stock may be amended or terminated at any
time only by an instrument in writing signed by the Company and the Holders
beneficially owning at least seventy-five percent (75%) of the issued and
outstanding shares of Common Stock, (ii) the provisions of this Agreement
relating exclusively to Preferred Stock may be amended or terminated at any time
only by an instrument in writing signed by the Company and the Holders
beneficially owning at least eighty percent (80%) of the issued and outstanding
Preferred Stock, and (iii) the provisions of this Agreement relating to Common
Stock, Securities other than Preferred Stock and Preferred Stock may be amended
or terminated only by an instrument in writing signed by the Company and Holders
of seventy-five percent (75%) of the issued and outstanding shares of Common
Stock and eighty percent (80%) of the issued and outstanding shares of Preferred
Stock. Upon a Voting Termination Event, this Agreement may be amended or
terminated at any time by an instrument in writing signed by the Company and the
Holders beneficially owning a majority of the issued and outstanding shares
entitled to vote. Notwithstanding the foregoing, upon receiving the unanimous
written consent of each of the OCM Entities and WES&S, the

<PAGE>

Company may (A) add new Holders to this Agreement by attaching a supplemental
signature page dated as of the date of execution and (B) amend Exhibits A and B.

                  (g) BENEFIT AND BINDING EFFECT. Except as otherwise provided
in this Agreement, no right under this Agreement shall be assignable and any
attempted assignment in violation of this provision shall be void. Subject to
compliance with the terms of this Agreement regarding Transfer of Securities,
this Agreement shall be binding upon and inure to the benefit of the parties and
their executors, administrators, personal representatives, heirs, successors and
permitted assigns. Except as set forth in this SUBSECTION (G), this Agreement
does not create and shall not be construed as creating any rights enforceable by
any Person not a party hereto.

                  (h) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Sixth Amended and Restated Stockholders Agreement as of the day and year first
above written.

The Company:                    GEOLOGISTICS CORPORATION

                                By: /s/ Robert Arovas
                                    ---------------------------------
                                    Robert Arovas
                                    Chief Executive Officer

Holders:                        TCW SPECIAL CREDITS FUND V - THE
                                PRINCIPAL FUND

                                By: TCW ASSET MANAGEMENT COMPANY,
                                    its General Partner

                                    By: /s/ Stephen A. Kaplan
                                        ----------------------------------------
                                        Stephen A. Kaplan
                                        Authorized Signatory

                                    By: /s/ Vincent J. Cebula
                                        ----------------------------------------
                                        Vincent J. Cebula
                                        Authorized Signatory

                                OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

                                By: OAKTREE CAPITAL MANAGEMENT, LLC,
                                    its General Partner

                                    By: /s/ Stephen A. Kaplan
                                        ----------------------------------------
                                        Stephen A. Kaplan
                                        Principal

                                    By: /s/ Vincent J. Cebula
                                        ----------------------------------------
                                        Vincent J. Cebula
                                        Managing Director


                           [signature page continues]

<PAGE>




                                LOGISTICAL SIMON, L.L.C.

                                By: WESINVEST, Inc.
                                    its Manager

                                    By: /s/ Michael B. Lenard
                                        ----------------------------------------
                                        Michael B. Lenard
                                        President

                           [signature page continues]

<PAGE>


                                    EXHIBIT A

<TABLE>
<S>                                                      <C>                   <C>
     HOLDERS                                              COMMON STOCK          WARRANTS
</TABLE>

                         [table continued on next page]

<PAGE>


                                    EXHIBIT B






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