<PAGE>







                                       
                             STOCKHOLDERS AGREEMENT

                                     AMONG

                               MSC HOLDINGS, INC.

                                      AND

                           CERTAIN OF ITS STOCKHOLDERS,

                                 OPTIONHOLDERS

                                      AND

                                 WARRANTHOLDERS










                                  JUNE 27, 1995

<PAGE>

                                TABLE OF CONTENTS

                                                                       Page
                                                                       ----

1.   Definitions ...................................................     1

2.   Restrictions on Transfer ......................................    13

     2.1  Shares Laws Restrictions on Transfer .....................    13

     2.2  Cooperation of Company ...................................    14

     2.3  Rule 144 Acknowledgment ..................................    14

     2.4  Transfer Restrictions for NOL Preservation ...............    15

     2.5  Restrictions on Transfer for Benefit of Stockholders .....    17

3.   First Refusal Rights ..........................................    17

     3.1  Restrictions Cumulative ..................................    17

     3.2  Bona Fide Offers .........................................    17

     3.3  Involuntary Transfers ....................................    21

                                     iii
<PAGE>

                           TABLE OF CONTENTS (continued)

                                                                       Page
                                                                       ----

     3.4  Application of First Refusal Rights ......................    22

     3.5  Termination of First Refusal Rights ......................    23

4.   Third Party Offer for All Outstanding Shares ..................    23

     4.1  Drag-Along Obligations ...................................    23

     4.2  Termination of Drag-Along Obligations ....................    24

     4.3  Restrictions Cumulative ..................................    24

     4.4  Limitations on Drag-Along ................................    24

5.   Tag-Along Rights for Sales by Partnership Stockholders ........    26

     5.1  Tag-Along Sales by Partnership Stockholders ..............    26

     5.2  Notice of Tag-Along Opportunity ..........................    27

     5.3  Notice and Terms of Acceptance of Tag-Along Opportunity ..    28

     5.4  Application of Tag-Along Provisions ......................    29

     5.5  Termination of Tag-Along Rights ..........................    30

     5.6  Restrictions Cumulative ..................................    30

6.   Tag-Along Rights for Sales by UBS Group .......................    30

     6.1  Tag-Along Sales by Originating Partnership Group .........    30

     6.2  Notice of Tag-Along Opportunity ..........................    32

     6.3  Notice and Terms of Acceptance of Tag-Along Opportunity ..    32

     6.4  Application of Tag-Along Provisions ......................    33

     6.6  Restrictions Cumulative ..................................    34

7.   Preemptive Rights of UBS Capital ..............................    34

     7.1  Grant of Right ...........................................    34

     7.2  Exercise of Right ........................................    35

     7.3  Sale upon Waiver .........................................    35

                                      iv
<PAGE>

                           TABLE OF CONTENTS (continued)

                                                                       Page
                                                                       ----

     7.4  Termination of Preemptive Rights .........................    35

8.   Affiliate Transactions ........................................    35

9.   Sale of Business ..............................................    36

     9.1  Cooperation with UBS Capital .............................    36

     9.2  Receipt of Offer to Purchase .............................    37

     9.3  Evaluation of Alternative Offer ..........................    37

     9.4  Confidentiality Agreement ................................    38

     9.5  No Right to Represent or Commit the Company ..............    38

     9.6  Termination of Right to Deliver Alternative Offer ........    38

     9.7  Application to Drag-Along Sale ...........................    38

10.  Restrictions on Amendment of Governing Documents ..............    39

11.  Corporate Governance ..........................................    39

     11.1 Observer Status ..........................................    39

     11.2 Right of UBS Capital to Nominate Directors ...............    40

     11.3 Vacancies ................................................    40

     11.4 Rights not Assignable without Consent ....................    41

     11.5 Termination of Governance Rights .........................    41

12.  Termination ...................................................    41

13.  Registration Rights ...........................................    41

14.  Miscellaneous .................................................    41

     14.1 Governing Law ............................................    41

     14.2 Entire Agreement; Amendments .............................    41

     14.3 Legend on Stock Certificates .............................    42

     14.4 Specific Performance .....................................    43

     14.5 Waiver ...................................................    43

     14.6 Successors and Assigns ...................................    43

                                      v
<PAGE>

                           TABLE OF CONTENTS (continued)

                                                                       Page
                                                                       ----

     14.7  Severability ............................................    43

     14.8  Headings ................................................    44

     14.9  Further Assurances ......................................    44

     14.10 Gender ..................................................    44

     14.11 Notices .................................................    44

     14.12 Counterparts ............................................    44

     14.13 Dispute Resolution ......................................    44

     14.14 Authority of UBS Capital ................................    46

     14.15 Effective Date ..........................................    46


EXHIBIT A           List of Stockholders

EXHIBIT B           Registration Rights

EXHIBIT C           Form of Agreement of Beneficial Owner

SCHEDULE 2.4        Beneficial Owners

                                      vi
<PAGE>

                           STOCKHOLDERS AGREEMENT


    This Stockholders Agreement (the "Agreement") is made and entered into as 
of July ____, 1995 by and among AVIC GROUP INTERNATIONAL, INC., a Colorado 
corporation (the "Company"), and each of the stockholders and warrantholders 
of the Company whose names and addresses are listed on Exhibit A hereto, as 
the same may be supplemented or amended from time to time (collectively, the 
"Stockholders," which term shall include any Permitted Transferees thereof).

                                  RECITALS

    WHEREAS, the Company is authorized to issue an aggregate of 50,000,000 
shares of common stock, par value $.01 per share; and

    WHEREAS, the Stockholders desire to enter into an agreement with each 
other and the Company concerning, INTER ALIA, the transfer or other 
disposition of securities of the Company;

                                  AGREEMENT

    NOW, THEREFORE, in consideration of the foregoing recitals and the mutual 
covenants contained herein and for other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties hereto 
agree as follows:

    1.   DEFINITIONS.

         "ACT" means the Securities Act of 1933, as amended, or any similar 
federal statute, and the rules and regulations of the Commission thereunder, 
all as the same shall be in effect at the time.

         "AFFILIATE," when used with reference to any Person, means any other 
Person directly or indirectly, through one or more intermediaries, 
controlling, controlled by or under common control with such first Person 
and, when used with reference to any natural person, shall also include such 
person's spouse, parents and descendants (whether by blood or adoption, and 
including stepchildren) and the spouses of such persons.  "Control" means the 
possession, direct or indirect, of the power to direct or cause the direction 
of the management and policies of a Person, whether through the ownership of 
voting securities, by contract, or otherwise.  "Affiliated with" shall have a 
correlative meaning to the term "Affiliate."


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                                      1
<PAGE>

         "ASSOCIATE" means, when used to indicate a relationship with any 
Person, (a) any other Person of which such Person is an officer, director or 
partner or is, directly or indirectly, the beneficial owner of ten percent 
(10%) or more of any class of equity securities issued by such other Person, 
(b) any trust or estate in which such Person has a substantial beneficial 
interest or as to which such Person serves as a Trustee or in a similar 
fiduciary capacity, and (c) any spouse of such Person, or any relative who 
has the same home as such Person.

         "BENEFICIAL OWNER" has the meaning attributed to it in Rules 13d-3 
and 13d-5 under the Exchange Act (as in effect on the Initial Date), whether 
or not applicable, except that a "person" shall be deemed to have "beneficial 
ownership" of all shares that any such person has the right to acquire, 
whether such right is exercisable immediately or only after the passage of 
time.

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

         "BUSINESS DAY" shall mean any day on which banking institutions in 
New York, New York are not authorized or obligated by law to close.

         "CAPITAL STOCK" means, with respect to any corporation, any and all 
shares, interests, rights to purchase (other than convertible or exchangeable 
indebtedness), warrants, options, participations or other equivalents of or 
interests (however designated) in stock issued by that corporation.

         "CHANGE OF CONTROL" means with respect to the Company (i) any sale, 
transfer or other conveyance, whether direct or indirect, of all or 
substantially all of the assets of the Company, on a consolidated basis, in 
one transaction or a series of related transactions, (ii) any transaction as 
a result of which any "person" or "group" (as such terms are used for 
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not 
applicable) (other than an Excluded Person) is or becomes the beneficial 
owner, directly or indirectly, of 50% or more of the total voting power in 
the aggregate of all classes of Capital Stock of the Company then outstanding 
normally entitled to vote in elections of directors, (iii) during any period 
of twelve consecutive months after the Initial Date individuals who at the 
beginning of any such twelve-month period constituted the Board of Directors 
of the Company (together with any new directors whose election by such Board 
or whose nomination for election by the shareholders of the Company was 
approved by a vote of a majority of the directors then still in


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                                      2
<PAGE>

office who were either directors at the beginning of such period or whose 
election or nomination for election was previously so approved) cease for any 
reason to constitute a majority of the Board of Directors of the Company then 
in office or (iv) if at any time prior to the consummation of a Qualified 
IPO, the Originating Stockholders fail to have the ability to elect not less 
than a majority of the members of the Board of Directors of the Company.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means the Common Stock, and all other stock of any 
class or classes (however designated) of the Company the holders of which 
have the right, without limitation as to amount, either to all or to a share 
of the balance of current dividends and liquidating dividends after the 
payment of dividends and distributions on any shares entitled to preference.

         "CODE" shall mean the United States Internal Revenue Code of 1986, 
as amended from time to time, and any successor statute thereto, in each such 
case as supplemented or interpreted by all relevant Treasury Regulations, 
interpretive opinions of the Internal Revenue Service and judicial 
interpretations.

         "ELIGIBLE HOLDERS" means all Stockholders.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended, or any similar federal statute, and the rules and regulations of the 
Commission thereunder, all as the same shall be in effect at the time.

         "EXCLUDED PERSON" means (i) the Company, (ii) any employee benefit 
plan of the Company or any trustee or similar fiduciary holding Capital Stock 
of the Company for or pursuant to the terms of any such plan, (iii) the 
holders of any Capital Stock of the Company on the Initial Date and, as to 
any partnership which is a holder of the Capital Stock of the Company on the 
Initial Date, any Person who holds, directly or indirectly, any beneficial 
interest in any such partnership on the Initial Date, and (iv) all Related 
Persons of any Person described in the foregoing clause (iii) of this 
paragraph.

         "FAIR MARKET VALUE" of Shares as of a particular date means:

         (a)  if such class of Shares is listed or admitted to trading on any 
exchange or quoted through NASDAQ or any similar organization, the average of 
the daily closing


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                                      3
<PAGE>

prices per share of such class of Shares for the 20 consecutive trading days 
immediately preceding the date of public announcement of the event giving 
rise to the determination of Fair Market Value or, if no such public 
announcement is made with respect to such event, the average of the daily 
closing prices per share of such class of Shares for the 20 consecutive 
trading days immediately preceding the day as of which "Fair Market Value" is 
being determined.  The closing price for each day shall be the last sale 
price regular way or, in case no such sale takes place on such day, the 
average of the closing bid and asked prices regular way, in either case on 
the New York Stock Exchange, or, if such class of Shares is not listed or 
admitted to trading on the New York Stock Exchange, on the principal national 
securities exchange on which the class of Shares is listed or admitted to 
trading, or if the class of Shares is not so listed or admitted to trading, 
the average of the highest reported bid and lowest reported asked prices as 
furnished by the National Association of Securities Dealers, Inc. through 
NASDAQ or through a similar organization if NASDAQ is no longer reporting 
such information.

         (b)  if such class of Shares is not listed or admitted to trading on 
any exchange or quoted through NASDAQ or any similar organization, such value 
as shall be determined by the Board of Directors of the Company, in good 
faith and in the exercise of reasonable business judgment, which 
determination shall be conclusive; provided, however, that if the Fair Market 
Value of the Shares the value of which is being determined exceeds 
$1,000,000, the Board of Directors of the Company shall provide written 
notice of its determination of Fair Market Value to the party hereto seeking 
to transfer such Shares, and in the event that such party disagrees with such 
valuation, such party may provide written notice of such disagreement (which 
notice shall include such party's valuation and the basis therefor) to the 
Company within 15 days following such notice from the Board of Directors.  
For a period of 15 days following delivery of a notice of disagreement from 
the party seeking to transfer such Shares, the Company and such party shall 
in good faith seek to mutually agree to a valuation.  If at the end of such 
15 day period the Company and such party have not mutually agreed to a 
valuation, the value of the Shares shall be determined by arbitration in 
accordance with the provisions of Section 13.13.

         "INITIAL DATE" means June 28, 1995.


                       Holdings Stockholders Agreement
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                                      4
<PAGE>

         "INVOLUNTARY TRANSFER" means any transfer, proceeding or action 
(other than to a Permitted Transferee) by or in which a Stockholder shall be 
deprived or divested of any right, title or interest in or to any Shares, 
including, without limitation, (i) any seizure under levy of attachment or 
execution, (ii) any foreclosure upon a pledge of such Shares, (iii) any 
transfer in connection with a bankruptcy (whether pursuant to the filing of a 
voluntary or an involuntary petition under the Federal Bankruptcy Code of 
1978, or any modifications or revisions thereto or any similar state law) or 
other court proceeding to a debtor in possession, trustee in bankruptcy or 
receiver or other officer or agency, (iv) any transfer to a state or to a 
public officer or agency pursuant to any statute pertaining to escheat or 
abandoned property, or (v) any transfer to a Stockholder's spouse as a result 
of the termination of the marital relationship of the Stockholder and the 
Stockholder's spouse.

         "LIENS" means any and all liens, claims, options, charges, 
encumbrances, voting trusts, irrevocable proxies or other rights of any kind 
or nature.

         "LOAN PERIOD" means the period from the date of this Agreement until 
such time as none of UBS Capital, Union Bank of Switzerland or any of their 
respective Affiliates is a creditor of the Company or any Subsidiary of the 
Company in respect of any commercial loan or revolving credit facility.

         "MANAGEMENT SERVICES AGREEMENT" means the Management Services 
Agreement of even date herewith between the Company and Aurora Capital 
Partners L.P.

         "NET OPERATING LOSS CARRYOVER" means the net operating loss, capital 
loss, net unrealized built-in loss, general business credit, alternative 
minimum tax credit, and any other carryovers or losses as determined for 
United States federal income tax purposes existing as of the date of this 
Agreement and that are or could become subject to limitation under Section 
382 of the Code, and to which the Company is entitled under the Code.

         "OPTION" means any options now or hereafter issued by the Company to 
purchase Class D Common Stock.

         "ORIGINATING PARTNERSHIP GROUP" means the Originating Partnerships 
and each Permitted Transferee of the Originating Partnerships then holding 
any Shares.

         "ORIGINATING PARTNERSHIPS" means P-1 Limited Partnership and P-2 
Limited Partnership.


                       Holdings Stockholders Agreement
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                                      5
<PAGE>

         "P-1 LIMITED PARTNERSHIP" means Petrowax Equity Partners I L.P., a 
Delaware limited partnership.

         "P-2 LIMITED PARTNERSHIP" means Petrowax Equity Partners II L.P., a 
Delaware limited partnership.

         "P-3 LIMITED PARTNERSHIP" means Petrowax Equity Partners III L.P., a 
Delaware limited partnership.

         "P-4 LIMITED PARTNERSHIP" means Petrowax Equity Partners IV L.P., a 
Delaware limited partnership.

         "PERMITTED TRANSFEREE" means:

         (a)  as to any Stockholder who is a natural person, (i) the 
successors in interest to such Stockholder, in the case of a Transfer upon 
the death of such Stockholder, (ii) such Stockholder's spouse, parents and 
descendants (whether by blood or adoption, and including stepchildren) and 
the spouses of such persons, (iii) such Stockholder, with respect to the 
disposition of the community property interest of such Stockholder's spouse 
in all or any part of the Shares upon the death of such spouse, and any 
transferee occasioned by the incompetence of such Stockholder and (iv) in the 
case of a Transfer during such Stockholder's lifetime, any Person in which no 
Person has any interest (directly or indirectly) except for any of such 
Stockholder, such Stockholder's spouse, parents and descendants (whether by 
blood or adoption, and including stepchildren) and the spouses of such 
persons; PROVIDED that in respect of any Transfer by any Stockholder during 
such Stockholder's lifetime pursuant to clause (ii) or (iv), such Stockholder 
shall retain voting power over all of the outstanding Shares being 
Transferred; and PROVIDED FURTHER, that, in the case of a Transfer to a 
Person (such as a partnership or a trust) as to which a governing instrument 
exists, (x) such Stockholder shall furnish a copy of such governing 
instrument to the Company in advance, (y) the Company shall be reasonably 
satisfied that the terms of such governing instrument shall not be 
inconsistent with the terms of this Agreement and (z) during the period that 
such Shares are held by such Person, the relevant Stockholder shall ensure 
that the terms of such governing instrument shall not be amended in any 
manner that results in such governing instrument being inconsistent with the 
terms of this Agreement;

         (b)  as to any Stockholder which is a trust, all the beneficiaries 
of which are natural persons, such beneficiaries or the grantor of the trust;


                       Holdings Stockholders Agreement
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                                      6
<PAGE>

     (c)  as to any Stockholder which is a limited partnership, (i) any 
limited or general partner, officer, employee or Affiliate of such 
Stockholder or (ii) any Affiliate of any limited or general partner of such 
Stockholder;

     (d)  as to any Stockholder, a bank or other financial institution to 
whom Shares are Transferred by way of pledge or to whom Shares are 
Transferred upon the foreclosure thereof; PROVIDED, HOWEVER, that as to any 
Stockholder, any such pledge must be approved in advance by a majority of the 
disinterested directors of the Board;

     (e)  as to any Stockholder which is a corporation, all Affiliates of 
such Stockholder; and

     (f)  as to UBS Capital, all UBS Permitted Transferees;

PROVIDED, in each such case, that prior written notice of any such Transfer 
is given to the Company by such Stockholder and that the Permitted Transferee 
shall agree in advance of such Transfer to be designated as a Stockholder and 
to be bound by the terms of this Agreement pursuant to a written agreement 
reasonably satisfactory to the Company and the Originating Partnerships.

     "PERSON" means a company, a corporation, an association, a 
partnership, a limited liability company, an organization, a joint venture, a 
trust or other legal entity, an individual, a government or political 
subdivision thereof or a governmental agency.

     "PREFERRED STOCK" means the Series A Preferred Stock, the Series B 
Preferred Stock and any other preferred stock of the Company issued after the 
date hereof.

     "PRIME RATE" means, as of any date, the per annum rate of interest 
most recently publicly announced by Chemical Bank as its "base rate" for 
domestic commercial loans.

     "PRO RATA" means, with respect to any Stockholder in reference to any 
class or group of Stockholders, the ratio of the number of shares of Common 
Stock held by or issuable to such Stockholder to the aggregate number of 
shares of Common Stock at the time outstanding held by or issuable to all 
Stockholders of such class or group, in each case calculated on a fully 
diluted basis.

     "QUALIFIED IPO" means an underwritten public offering of Common Stock 
pursuant to a registration 


                       Holdings Stockholders Agreement
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                                       7
<PAGE>

statement filed with the Commission; provided that either (i) there are sales 
pursuant to such registration statement of shares of Common Stock for an 
aggregate offering price of not less than $15,000,000 or (ii) upon 
consummation of such underwritten public offering at least fifteen percent 
(15%) of the issued and outstanding shares of Common Stock shall have been 
issued pursuant to one or more registration statements filed with the 
Commission.

     "QUALIFIED IPO DATE" means the effective date of the registration 
statement for the Qualified IPO.

     "REGISTRABLE SECURITIES" means:

     (a)  any shares of Common Stock issued and outstanding on the date 
hereof or issuable upon exercise of options or warrants issued and 
outstanding on the date hereof sold to the Stockholders;

     (b)  any shares of Common Stock issued after the date hereof or issuable 
upon exercise of options or warrants issued after the date hereof that, in 
any such case, are designated by the Company as Registrable Securities for 
purposes of this Agreement to Persons who are or become Stockholders;

     (c)  any shares of Common Stock purchased pursuant to this Agreement; and

     (d)  any securities issued or issuable with respect to any Common Stock 
referred to in subdivision (a), (b) or (c) of this definition by way of stock 
dividend or stock split or in connection with a combination of shares, 
recapitalization, merger, consolidation or other reorganization or otherwise.

As to any particular Registrable Securities, once issued such securities 
shall cease to be Registrable Securities when:

     (x)  a registration statement with respect to the sale of such 
securities shall have become effective under the Act and such securities 
shall have been disposed of in accordance with such registration statement;

     (y)  such securities shall have been distributed to the public pursuant 
to Rule 144 (or any successor provision) under the Act; or

     (z)  such securities shall have ceased to be outstanding.


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                                       8
<PAGE>

Except as set forth in the preceding sentence, no Transfer of Registrable 
Securities shall cause such Registrable Securities to lose such status.

     "REGISTRATION EXPENSES" means all expenses incident to the Company's 
performance of or compliance with Section 6 and Exhibit B hereto, including, 
without limitation, all registration, filing and NASD fees, all fees and 
expenses of complying with securities or blue sky laws, all word processing, 
duplicating and printing expenses, messenger and delivery expenses, the fees 
and expenses of counsel for the Company and of its independent public 
accountants, including the expenses of any special audits or "cold comfort" 
letters required by or incident to such performance and compliance, the 
reasonable fees and expenses of a single counsel retained by the holders of a 
majority of the Registrable Securities being registered and any fees and 
disbursements of underwriters customarily paid by issuers or sellers of 
securities, but excluding underwriting discounts and commissions and transfer 
taxes, if any.

     "RELATED PERSON" means, with respect to any Excluded Person (i) any 
Person who, directly or indirectly, controls, is controlled by or under 
common control with such Excluded Person; PROVIDED, HOWEVER, that for 
purposes of this definition "control" means the possession, direct or 
indirect, of the power to direct or cause the direction of the management and 
policies of a Person, whether through the ownership of voting securities, by 
contract or otherwise, and shall be deemed to include the beneficial 
ownership of more than 10% of the total voting power of a Person normally 
entitled to vote in the election of directors, managers or trustees, as 
applicable, of a Person and (ii) as to any natural person, (A) such person's 
spouse, parents and descendants (whether by blood or adoption and including 
stepchildren) and the spouses of any of such natural persons and (B) any 
corporation, partnership, trust or other Person in which no one has any 
interest (directly or indirectly) except for any of such natural person, such 
spouse, parents and descendants (whether by blood or adoption, and including 
stepchildren) and the spouses of any of such natural persons.

     "RESTRICTION TERMINATION DATE" means the first day of the first 
taxable year following the taxable year (or years) in which Net Operating 
Loss Carryovers have been reduced to zero.

     "SECTION 382 STOCK" means any stock or other interests that are 
treated as stock for purposes of Section 382 of the Code, and shall include 
in any event the 


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                                       9
<PAGE>

Common Stock and Warrants and exclude the Series A Preferred 
Stock and the Series B Preferred Stock.

     "SERIES A CERTIFICATE OF DESIGNATIONS" means the Certificate of 
Designations, Preferences, and Relative, Participating, Optional and Other 
Special Rights of Preferred Stock and Qualifications, Limitations and 
Restrictions Thereof for the Company's Series A Redeemable Cumulative 
Preferred Stock, as in effect on the date hereof or as amended from time to 
time after the date hereof in accordance with its terms.

     "SERIES A PREFERRED STOCK" means the Company's Series A Redeemable 
Cumulative Preferred Stock, par value $.01 per share.

     "SERIES B CERTIFICATE OF DESIGNATIONS" means the Certificate of 
Designations, Preferences, and Relative, Participating, Optional and Other 
Special Rights of Preferred Stock and Qualifications, Limitations and 
Restrictions Thereof for the Company's Series B Redeemable Cumulative 
Preferred Stock, as in effect on the date hereof or as amended from time to 
time after the date hereof in accordance with its terms.

     "SERIES B PREFERRED STOCK" means the Company's Series B Redeemable 
Cumulative Preferred Stock, par value $.01 per share.

     "SHARES" means the shares of Common Stock and Preferred Stock, the 
Options and the Warrants now or hereafter issued to or otherwise acquired by 
the Stockholders (including acquisitions of such securities concurrently with 
the execution of this Agreement and acquisitions of any such securities after 
the date hereof whether or not pursuant to the terms hereof and including 
issuances of any such securities pursuant to any Option or Warrant existing 
on the date hereof or issued subsequent to the date hereof) and all shares of 
Capital Stock or other securities (including convertible securities and the 
securities into which such convertible securities convert) of the Company or 
any successor of the Company issued or issuable in respect thereof as a 
result of any stock dividend on, or stock split or reclassification or 
conversion of, or in exchange for, any such Common Stock and Preferred Stock 
or issued or issuable with respect to such Common Stock, Preferred Stock, 
Options or Warrants in connection with any merger or reorganization or 
similar transaction involving the Company.

     "SHELF REGISTRATION" means a "shelf" registration statement on an 
appropriate form pursuant to Rule 415 under


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                                       10
<PAGE>

the Act and/or any similar rule that may be adopted by the Commission.

     "SIGNIFICANT STOCKHOLDER" means any Person who owns either (i) on a 
fully diluted basis, 5% or more of the then outstanding shares of Common 
Stock (treating any owner of securities exercisable for or convertible into 
shares of Common Stock as the owner of such underlying shares of Common 
Stock) or (ii) Preferred Stock with an aggregate stated value of not less 
than $3,500,000.

    "SUBSIDIARY" with respect to any Person means (i) a corporation a 
majority of whose Capital Stock with voting power, under ordinary 
circumstances, to elect directors is at the time, directly or indirectly, 
owned by such Person, by such Person and one or more Subsidiaries of such 
Person or by one or more Subsidiaries of such Person, or (ii) any other 
Person (other than a corporation) in which such Person, one or more 
Subsidiaries of such Person, or such Person and one or more Subsidiaries of 
such Person, directly or indirectly, at the date of determination thereof has 
at least majority ownership interest.

     "THREE-YEAR DATE" means the earlier of (i) the day after the 
expiration of three full years from the date the Stockholder first acquires 
shares of Common Stock and (ii) the Restriction Termination Date.

     "TRANSFER" shall mean any direct or indirect disposition of an 
interest whether by sale, exchange, merger, consolidation, transfer, 
assignment, conveyance, distribution, pledge, inheritance, gift, mortgage, 
the creation of any security interest in, or lien or encumbrance upon, any 
other disposition of any kind and in any manner, by operation of law or 
otherwise, or any other transfer or agreement which would result in a change 
in the percentage of the Company's Capital Stock owned or considered owned by 
a Stockholder or a Beneficial Owner (as defined in Section 2.4(c)) as 
determined for purposes of Section 382 of the Code.

     "TRANSFER ALLOTMENT" means, (i) with respect to P-1 Limited 
Partnership, P-2 Limited Partnership, P-3 Limited Partnership, and P-4 
Limited Partnership, the portion of a Beneficial Owner's Beneficial Interest 
that may be Transferred after the Three-Year Date and prior to the 
Restriction Termination Date such that after taking into account such 
Transfer and all prior Transfers of Beneficial Interests and all Transfers of 
shares of Common Stock held by such Stockholder, no more than 45% (or such 
lesser amount as such Stockholder elects to permit its Beneficial Owners to 
transfer in its sole discretion) of the shares of Common

                       Holdings Stockholders Agreement
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                                     11
<PAGE>

Stock initially acquired by such Stockholder will be deemed to have been 
Transferred for purposes of determining the direct or indirect ownership of 
such shares under Section 382 of the Code; and (ii) with respect to any other 
Stockholder (other than UBS Capital), the portion of a Beneficial Owner's 
Beneficial Interest that may be transferred prior to the Restriction 
Termination Date such that after taking into account such Transfer and all 
prior Transfers of Beneficial Interest and all Transfers of shares of Common 
Stock held by such Stockholder, no more than 45% (or such lesser amount as 
such Stockholder elects to permit its Beneficial Owners to transfer in its 
sole discretion) of the shares of Common Stock initially acquired by such 
Stockholder will be deemed to have been Transferred for purposes of 
determining the direct or indirect ownership of such shares under Section 382 
of the Code.  Each Stockholder shall determine the Transfer Allotments for 
its Beneficial Owners provided that the 45% limitation in the preceding 
sentence is satisfied at all relevant times.

     "TREASURY REGULATIONS" shall mean the regulations adopted under the 
Code by the United States Secretary of the Treasury, as in effect from time 
to time.

     "UBS CAPITAL" means UBS Capital Corporation, a New York corporation.

     "UBS GROUP" means UBS Capital and each UBS Permitted Transferee then 
holding any Shares.

     "UBS PERMITTED TRANSFEREE" means (A) any Affiliate of UBS Capital, 
including co-investment entities established and controlled by UBS Capital 
(collectively, "UBS Affiliates"), (B) any managing director, director, 
officer or employee of UBS Capital or any UBS Affiliate or the heirs, 
executors, administrators, testamentary trustee, custodians, legatees, 
beneficiaries, spouses or lineal descendants of any of the foregoing persons 
referred to in this clause (B) (collectively, "UBS Associates"); and (C) a 
trust, the beneficiaries of which, or a corporation, limited liability 
company or partnership, the stockholders, members or general or limited 
partners of which, include only UBS Capital, UBS Affiliates or UBS Associates.

     "UNRESTRICTED SECURITIES" means securities which are not restricted 
securities within the meaning of Rule 144 promulgated under the Securities 
Act of 1933, as amended.

     "WARRANTS" means the warrants now or hereafter issued by the Company 
entitling the holders thereof to purchase shares of the Class C Common Stock.

                       Holdings Stockholders Agreement
                       -------------------------------
                                     12
<PAGE>

     2.   RESTRICTIONS ON TRANSFER.

     2.1  SECURITY LAWS RESTRICTIONS ON TRANSFER. Notwithstanding anything 
herein to the contrary, each Stockholder agrees that, prior to making any 
Transfer of any Shares (other than a Transfer to the Company or to another 
Stockholder as required or permitted by this Agreement), such Stockholder 
will give written notice to the Company describing the manner and terms of 
such proposed Transfer, the identity of such proposed transferee and such 
other information as the Company may reasonably request.  Each such 
Stockholder further agrees that such proposed Transfer will not be effected 
until:

          (a)  the Company has notified such Stockholder that either:

               (i)  in the opinion of Company counsel, no registration
     of such Shares under the Act is required in connection with such
     proposed Transfer; or

              (ii)  a registration statement under the Act covering
     such proposed disposition has been filed by the Company with
     the Commission and has become effective under the Act; and

          (b)  the Company has notified such Stockholder that either:

              (i)  in the opinion of Company counsel, no registration
     or qualification under the securities or "blue sky" laws of
     any state is required in connection with such proposed disposition; or

             (ii) compliance with applicable state securities or "blue sky" 
     laws has been effected. 

The Company will use its best efforts to respond to any such notice from a 
Stockholder within 15 days of its receipt of such notice, but in any event 
shall respond to any such notice within 30 days.

     2.2  COOPERATION OF COMPANY.  In the case of any proposed Transfer under 
Section 2.1, the Company will use reasonable efforts to comply with any such 
applicable state securities or "blue sky" laws, but shall in no event be 
required, in connection therewith, to qualify to do business in any state 
where it is not then qualified or to take any action that would subject it to 
tax or to the general service of process in any state where it is not then

                       Holdings Stockholders Agreement
                       -------------------------------
                                     13
<PAGE>

subject.  The restrictions on Transfer contained in Section 2.1 shall be in 
addition to, and not by way of limitation of, any other restrictions on 
Transfer contained in any other section of this Agreement.

     2.3  RULE 144 ACKNOWLEDGMENT.  Each Stockholder acknowledges that such 
Person is familiar with Rule 144 of the Rules and Regulations of the 
Commission, as amended, promulgated pursuant to the Act ("Rule 144"), and 
that such Person has been advised that Rule 144 permits, only under certain 
circumstances, the resale of restricted securities such as the Shares being 
purchased hereunder, but that Rule 144 is not currently, and may not in the 
future become, available to permit resales by such Person of any Shares. Each 
Stockholder understands that, to the extent that Rule 144 is not available, 
such Person will be unable to sell any Shares without either registration 
under the Act or the existence of another exemption from such registration 
requirement, and that the Company has no obligation whatsoever (except as set 
forth herein) to any Stockholder to register any Shares.

     2.4  TRANSFER RESTRICTIONS FOR NOL PRESERVATION.

          (a)  Each Stockholder acknowledges that the Company has Net 
Operating Loss Carryovers for United States federal income tax purposes and 
understands that the ability of the Company to utilize such Net Operating 
Loss Carryovers is subject to potential limitation under Section 382.  The 
term "Section 382" means Section 382 of the Code as interpreted and applied 
in the Treasury Regulations, and any successor statute and regulations.

          (b)  Each Stockholder further understands that the potential 
application of Section 382 depends upon the ultimate beneficial ownership of 
the Section 382 Stock of the Company.

          (c)  Each Stockholder hereby represents that the individuals listed 
on Schedule 2.4 hereto as the beneficial owners in that Stockholder 
constitute all the Beneficial Owners in that Stockholder, except that, in the 
case of UBS Capital, Schedule 2.4 does not list the Beneficial Owners of 
Union Bank of Switzerland, the parent corporation of UBS Capital.  For 
purposes of this Section 2.4, the term "Beneficial Owner" shall, in 
addition to the meaning set forth in Section 1 hereof, also include any 
person who owns any direct or indirect, actual or beneficial interest 
(including a constructive ownership interest under the attribution rules of 
Section 382) in the Stockholder.  The term "Beneficial Interest" shall mean 
the interest of any Beneficial Owner in the Stockholder.

                       Holdings Stockholders Agreement
                       -------------------------------
                                     14
<PAGE>

          (d)  Each of P-1 Limited Partnership, P-2 Limited Partnership, P-3 
Limited Partnership, and P-4 Limited Partnership agrees that without the 
express written permission of the Company and (for so long as UBS Capital 
remains a Significant Stockholder) UBS Capital (i) it will not Transfer any 
shares of Section 382 Stock prior to the Three-Year Date and (ii) during the 
period commencing on the Three-Year Date and ending on the Restriction 
Termination Date it will not Transfer more than that number of shares of 
Section 382 Stock, such that after taking into account such transfer and all 
prior transfers of shares of Section 382 Stock held by such Stockholder and 
all transfers of Beneficial Interests in such Stockholder, not more than 45% 
of the shares of Section 382 Stock initially acquired by such Stockholder 
will be deemed to have been transferred for purposes of determining the 
direct or indirect ownership of such shares under Section 382 of the Code; 
provided, however, that the transfer restrictions of this Section 2.4(d) 
shall not apply to Transfers in connection with an Acquisition Proposal (as 
defined in Section 4.1) pursuant to the provisions of Section 4 hereof.  Each 
of P-1 Limited Partnership, P-2 Limited Partnership, P-3 Limited Partnership 
and P-4 Limited Partnership agrees that it shall not later than 30 days after 
the date of this Agreement obtain the written agreement in the form of 
Exhibit C attached hereto of each of its Beneficial Owners (i) not to 
Transfer all or any portion of its Beneficial Interest prior to the 
Three-Year Date and (ii) commencing on the Three-Year Date not to Transfer 
more than such Beneficial Owner's Transfer Allotment.  Notwithstanding the 
foregoing, Transfers of Beneficial Interests in P-1 Limited Partnership, P-2 
Limited Partnership, P-3 Limited Partnership, or P-4 Limited Partnership by a 
Beneficial Owner who is an individual to family members (as described in 
Section 382(l)(3)(A)(i) of the Code) or Transfers after the Three-Year Date 
of the type described in Section 382(l)(3)(B) of the Code shall be permitted 
provided that (i) such Beneficial Owner provides to the Company an opinion of 
counsel, in form and substance reasonably satisfactory to the Company and 
(for so long as UBS Capital remains a Significant Stockholder) UBS Capital, 
that such Transfer will be governed by Section 382(l)(3)(A)(i) or Section 
382(l)(3)(B) of the Code, as the case may be, and (ii) such Transfer 
otherwise complies with the provisions of this Agreement.

          (e)  Each Stockholder (provided, however, that UBS Capital shall 
not be subject to clause (ii) of this sentence) other than P-1 Limited 
Partnership, P-2 Limited Partnership, P-3 Limited Partnership and P-4 Limited 
Partnership agrees that (i) it will not Transfer, prior to the Restriction 
Termination Date, more than that number of

                       Holdings Stockholders Agreement
                       -------------------------------
                                     15
<PAGE>

shares of Section 382 Stock, such that after taking into account such 
transfer and all prior transfers of shares of Section 382 Stock held by such 
Stockholder and all transfers of Beneficial Interests in such Stockholder, 
not more than 45% of the shares of Section 382 Stock initially acquired by 
such Stockholder will be deemed to have been transferred for purposes of 
determining the direct or indirect ownership of such shares under Section 382 
of the Code, and (ii) that it shall obtain the written agreement in the form 
of Exhibit C attached hereto of each Beneficial Owner not to Transfer more 
than its Transfer Allotment; provided, however, that the transfer 
restrictions of this Section 2.4(e) shall not apply to Transfers in 
connection with an Acquisition Proposal pursuant to the provisions of Section 
4 hereof. Notwithstanding the foregoing, transfers of Beneficial Interests in 
Stockholders other than P-1 Limited Partnership, P-2 Limited Partnership, P-3 
Limited Partnership, or P-4 Limited Partnership by a Beneficial Owner who is 
an individual to family members (as described in Section 382(l)(3)(A)(i) of 
the Code) or transfers of the type described in Section 382(l)(3)(B) of the 
Code shall be permitted provided that (i) such Beneficial Owner provides to 
the Company an opinion of counsel, in form and substance reasonably 
satisfactory to the Company and (for so long as UBS Capital remains a 
Significant Stockholder) UBS Capital, that such transfer will be governed by 
Section 382(l)(3)(A)(i) or Section 382(l)(3)(B) of the Code, as the case may 
be, and (ii) such transfer otherwise complies with the provisions of this 
Agreement.

         (f)  Upon request by the Company, each Stockholder (other than UBS 
Capital for so long as it does not own any Common Stock) hereby agrees to 
provide the Company with information concerning the ownership interests of 
its Beneficial Owners in the form of statements that satisfy the requirements 
of Treasury Regulation Section 1.382-2T(k)(1)(ii) (or any successor provision 
thereof).

         2.5  RESTRICTIONS ON TRANSFER FOR BENEFIT OF STOCKHOLDERS.  Each 
Stockholder agrees that such Stockholder will not Transfer any Shares (or any 
direct or indirect interest therein) or any stock certificate representing 
the same, now or hereafter at any time owned by him, except to a Permitted 
Transferee or as required or permitted by the provisions of Sections 3, 4 and 
5 of this Agreement.

         3.   FIRST REFUSAL RIGHTS.

         3.1  RESTRICTIONS CUMULATIVE.  The restrictions on transfer imposed 
by this Section 3 on any Stockholder shall be in addition to, and not in lieu 
of, the restrictions on transfer imposed by Sections 2, 4 and 5 of this 
Agreement to

                       Holdings Stockholders Agreement
                       --------------------------------
                                      16
<PAGE>

the extent the same are otherwise applicable to such Stockholder.

         3.2  BONA FIDE OFFERS.

         (a)  If any Stockholder desires to Transfer any Shares and such 
Stockholder shall have received a bona fide arms' length written offer (a 
"Bona Fide Offer") from a Person other than an Affiliate or Associate of 
such Stockholder (the "Outside Party") for the Transfer of such Shares, 
such Stockholder shall give written notice (the "Option Notice") to each 
Originating Partnership, UBS Capital (acting as representative of the UBS 
Group) and to the Company setting forth such desire, which notice shall set 
forth at least the name and address of the Outside Party and the price and 
terms of the Bona Fide Offer and shall be accompanied by a copy of the Bona 
Fide Offer and evidence demonstrating, to the reasonable satisfaction of the 
Originating Partnerships, UBS Capital and the Company, the Outside Party's 
ability to consummate such offer.  Upon the giving of such Option Notice, 
each Originating Partnership and each member of the UBS Group (acting through 
UBS Capital which shall act as the representative of the members of the UBS 
Group for all purposes under this Section 3) (the "Initial Offerees") shall 
have the option to purchase, at the price offered by the Outside Party in the 
Bona Fide Offer, all or any portion of such Initial Offerees' allocation, 
determined on a pro rata basis as between the Initial Offerees as provided in 
paragraph (b) of this Section 3.2, of the  Shares specified in the Option 
Notice, said option to be exercised within ten Business Days following the 
giving of such Option Notice, by giving a counter-notice (an "Initial 
Offeree Counter-Notice") to the offering Stockholder (with a copy of such 
Initial Offeree Counter-Notice to the other Initial Offerees and to the 
Company).  In the event that a determination must be made (as described 
below) as to the fair market value of non-cash consideration, the ten 
Business Day period referred to in the immediately preceding sentence shall 
be extended to such greater period of time, not to exceed 20 Business Days 
after said Option Notice, specified in good faith by a disinterested majority 
of the Board.  In the event that the Bona Fide Offer provides, in whole or in 
part, for non-cash consideration, the "price" offered by the Outside Party 
shall be deemed to be the amount of cash, if any, provided in the Bona Fide 
Offer plus the fair market value of the non-cash consideration as determined 
in good faith by a disinterested majority of the Board; PROVIDED, HOWEVER, 
that if the non-cash consideration consists of shares that are listed or 
admitted to trading on an Exchange or quoted through NASDAQ or any similar 
organization, the fair market value of such Shares shall be deemed to equal 
the average of

                       Holdings Stockholders Agreement
                       --------------------------------
                                      17
<PAGE>

the daily closing prices per share of such Shares for the 20 consecutive 
trading days immediately preceding the date of public announcement of the 
event giving rise to the determination of fair market value or, if no such 
public announcement is made with respect to such event, the average of the 
daily closing prices per share of such Shares for the 20 consecutive days 
immediately preceding the day as of which fair market value is being 
determined.  The closing price for each day shall be determined in accordance 
with the last sentence of paragraph (a) of the definition of "Fair Market 
Value" set forth in Section 1 hereof.

         (b)  The allocation of Shares, other than Preferred Stock, specified 
in an Option Notice as between the Initial Offerees shall be made based on 
the Pro Rata allocation of Shares (other than Preferred Stock) held by the 
Initial Offerees when the Option Notice is given.  The allocation of Shares 
of Preferred Stock specified in an Option Notice as between the Initial 
Offerees shall be made based on the relative aggregate redemption value of 
the Preferred Stock held by the Initial Offerees when the Option Notice is 
given.  Notwithstanding the foregoing, if the Stockholder which wishes to 
Transfer Shares is an Initial Offeree, the other Initial Offerees shall have 
the option to purchase all or any part of the Shares specified in the Option 
Notice.

         (c)  If an Initial Offeree either does not exercise its option to 
purchase Shares specified in an Option Notice or exercises such option to 
purchase fewer than the number of Shares allocated to such Initial Offeree, 
and one or more other Initial Offerees exercised their option to purchase the 
entire amount of Shares so allocated to them, then each such other Initial 
Offeree shall have the option to purchase those Shares as to which the option 
to purchase had not been exercised, subject to allocation between them in 
accordance with paragraph 3.2(b).  Such option to purchase shall be 
exercisable for ten Business Days after the giving of the Initial Offeree 
Counter-Notice by such other Initial Offeree or the expiration of the period 
within which such Initial Offeree Counter-Notice could have been given, and 
shall be exercised by giving a further counter-notice (a "Reallocation 
Exercise Notice") to the offering Stockholder (with a copy of such 
Reallocation Exercise Notice to the other Initial Offerees and to the 
Company).

         (d)  Subject to paragraph (e) and (f) of this Section 3.2, if any 
and all of the Initial Offerees elect to purchase such Shares, each such 
electing Initial Offeree shall be obligated to purchase, and such Stockholder 
shall be obligated to sell, such Shares at a closing to be held on

                       Holdings Stockholders Agreement
                       --------------------------------
                                      18
<PAGE>

the 30th Business Day after the giving of the Initial Offeree Counter-Notice 
(or, if two or more Initial Offeree Counter-Notices were given, the giving of 
the latest) at the principal executive offices of the Company, or at such 
other time and place as may be mutually acceptable to each purchasing Initial 
Offeree and such selling Stockholder. The closing of any such purchase by an 
Initial Offeree may, at the election of the purchasing Initial Offeree, be 
delayed up to 30 Business Days in order to permit such acquisition of such 
Shares to be made in conformity with applicable laws, including the HSR Act.

         (e)  Subject to paragraph (f) of this Section 3.2, if the Initial 
Offerees do not elect to purchase all of such Shares proposed to be sold by 
such Stockholder within the time limits specified in paragraphs (a) and (c) 
of this Section 3.2, then the Company shall have the option, exercisable by 
the delivery of a counter-notice to such Stockholder no later than 15 
Business Days following the later of (x) the date of the latest Initial 
Offeree Counter-Notice or Reallocation Exercise Notice or (y) the expiration 
of any period within which a Reallocation Exercise Notice may be given, to 
purchase, at the price offered by the Outside Party in the Bona Fide Offer, 
all or any portion of the Shares specified in the Option Notice and not 
purchased by the Initial Offerees.  In the event that the Company elects to 
purchase Shares pursuant to this Section 13.2(e), the Company will be 
obligated to purchase, and such Stockholder shall be obligated to sell, such 
Shares at a closing (which shall be the closing for all Shares being 
purchased in connection with such Option Notice) to be held on the 30th 
Business Day after the delivery of the Company's counter-notice to such 
Stockholder at the principal executive offices of the Company, or at such 
other time and place as may be mutually acceptable to each purchasing Initial 
Offeree, the Company and such Selling Stockholder. The closing of any such 
purchase by the Company may, at the election of the Company or any purchasing 
Initial Offeree, be delayed up to 30 Business Days in order to permit such 
acquisition of such Shares to be made in conformity with applicable laws, 
including the HSR Act.

         (f)  If the Initial Offerees and the Company elect to purchase fewer 
than all of the Shares subject to the Bona Fide Offer within the time limits 
specified above, then the Initial Offerees and the Company shall have no 
right to purchase any of such Shares under this Section 3.2 as a result of 
such Option Notice, and the offering Stockholder, at any time within a period 
of four months from the giving of said Option Notice, may Transfer all (but 
not less than all) of the Shares specified in the Option Notice to the 
Outside Party at the price and on the terms contained in the

                       Holdings Stockholders Agreement
                       --------------------------------
                                      19
<PAGE>

Bona Fide Offer; provided, however, that in the event such offering 
Stockholder has not so Transferred said Shares to the Outside Party within 
said four-month period, then said Shares thereafter shall continue to be 
subject to all of the restrictions contained in this Agreement as though no 
Option Notice had ever been given.

         (g)  At the closing of any purchase of certificated Shares pursuant 
to this Section 3.2, the selling Stockholder shall deliver certificates 
representing such Shares duly endorsed for transfer and accompanied by all 
requisite stock transfer taxes.  Any Shares purchased pursuant to this 
Section 3.2 shall be free and clear of any and all Liens (other than those 
arising under this Agreement) and at the closing of the purchase the selling 
Stockholder shall represent and warrant to such effect and to the effect that 
such selling Stockholder is the beneficial owner of such Shares.  The Person 
making such purchase shall deliver at such closing, by certified or bank 
check, payment in full for the Shares being purchased by such Person.  At 
such closing, all of the parties to the transaction shall execute such 
additional documents as are otherwise necessary or appropriate.

         (h)  If, in any instance, an Originating Partnership or the Company 
elects not to exercise its rights hereunder or elects to waive such rights, 
such election shall not constitute a waiver of such Person's rights to 
receive an Option Notice in the case of any Transfer subsequently proposed by 
such or any other Stockholder.

         (i)  Any restriction on Transfer of Shares imposed other than by 
this Agreement shall not be superseded by the provisions of this Section 3.2, 
and any purchase of Shares under this Section 3.2 may be effected only in 
accord with this Section 3.2 and such other restrictions.

         (j)  Each notice required to be given to a member of the UBS Group 
under this Section 3 shall be deemed given if delivered to UBS Capital.  Each 
notice required to be given by a member of the UBS Group under this Section 3 
shall only be deemed given if delivered by UBS Capital.

         3.3  INVOLUNTARY TRANSFERS.

         (a)  Each Stockholder shall notify the Company, the Originating 
Partnerships and UBS Capital promptly upon the occurrence of an Involuntary 
Transfer of Shares (including Involuntary Transfers of any Beneficial 
Interest by a Beneficial Owner).  If an Involuntary Transfer of any of the 
Shares owned by any Stockholder shall occur, the Originating Partnerships, 
each member of the UBS Group

                       Holdings Stockholders Agreement
                       --------------------------------
                                      20
<PAGE>

(acting through UBS Capital as the representative of the UBS Group) and the 
Company shall have the same rights of first refusal under Section 3.2 above 
with respect thereto (the "Transferred Shares") as if the Involuntary 
Transfer had been a proposed voluntary Transfer by such Stockholder, except 
that:

          (i)  the periods within which such rights must be exercised 
     shall run from the date notice of the Involuntary Transfer is received by
     the Company, the Originating Partnerships and UBS Capital from the 
     Stockholder or its legal representatives with respect to which such 
     Involuntary Transfer has occurred;

         (ii)  such rights shall be exercised by notice to the involuntary 
     transferee rather than to the Stockholder with respect to which such 
     Involuntary Transfer has occurred; and

        (iii)   the purchase price of any Transferred Shares shall be the Fair 
     Market Value of such Transferred Shares on the date that the rights of
     first refusal provided by this Section 3.3 are exercised with respect to 
     such Transferred Shares.

     (b)  At the closing of any purchase of Transferred Shares, the 
involuntary transferee shall deliver certificates representing the 
Transferred Shares being purchased by the relevant Originating Partnership, 
members of the UBS Group or the Company, as the case may be, duly endorsed 
for transfer and accompanied by all requisite stock transfer taxes, and such 
Shares shall be free and clear of any and all Liens arising through the 
action or inaction of the involuntary transferee (other than those arising 
under this Agreement) and the involuntary transferee shall represent and 
warrant to such effect and to the effect that such involuntary transferee is 
the beneficial owner of such Shares.  At the closing of any such purchase, 
the Stockholder which was the transferor in respect of the Involuntary 
Transfer shall represent and warrant to the purchaser or purchasers that such 
Stockholder had conveyed to the involuntary transferee good and valid title 
to the Transferred Shares.  The Person making such purchase shall deliver at 
closing, by a certified or bank check, payment in full of the purchase price, 
for the Shares being purchased by such Person.  At such closing, all of the 
parties to the transaction shall execute such additional documents as are 
otherwise necessary or appropriate.


                          Holdings Stockholders Agreement
                          -------------------------------
                                       21
<PAGE>

          (c)  In the event that the provisions of this Section 3.3 shall be 
     held to be unenforceable with respect to any particular Involuntary 
     Transfer of Shares, the Originating Partnerships and the Company shall 
     have a right of first refusal as set forth in Section 3.2 hereof if the 
     involuntary transferee subsequently obtains a Bona Fide Offer for and 
     desires to Transfer such Shares.

     3.4  APPLICATION OF FIRST REFUSAL RIGHTS.  The first refusal rights 
provided in Sections 3.2 and 3.3 shall not apply to any Transfer of Shares:

          (a)  to the Company or to a Permitted Transferee;

          (b)  pursuant to an effective registration statement under the Act;

          (c)  by an Other Stockholder (as defined in Section 5.1) pursuant 
     to Section 5 below;

          (d)  by an Other Stockholder (as defined in Section 6.1) pursuant 
     to Section 6 below;

          (e)  by a Drag-Along Stockholder (as defined in Section 4.1) 
     pursuant to Section 4 below; or

          (f)  in any one transaction or series of related transactions 
     (other than to a Permitted Transferee) in which the Proposed Transferor 
     transfers 10,000 or fewer shares of Common Stock or 1,000 or fewer 
     shares of Preferred Stock, subject to an aggregate maximum per 
     transferor of 25,000 shares of Common Stock and 2,500 shares of 
     Preferred Stock, and provided that the transferee enters into a written 
     agreement in form and substance reasonably satisfactory to the Company 
     to be bound by the terms and conditions of this Agreement.

     3.5  TERMINATION OF FIRST REFUSAL RIGHTS. Notwithstanding anything 
herein to the contrary, the rights of first refusal provided in this Section 
3 shall terminate, with respect to all Shares held by each Stockholder, upon 
the occurrence of the Qualified IPO Date.  In addition to termination 
pursuant to the preceding sentence, all first refusal rights of UBS Capital 
and the UBS Group under Sections 3.2 and 3.3 hereof shall terminate at such 
time as UBS Capital is no longer a Significant Stockholder.


                          Holdings Stockholders Agreement
                          -------------------------------
                                       22
<PAGE>


     4.   THIRD PARTY OFFER FOR ALL OUTSTANDING SHARES.

     4.1  "DRAG-ALONG" OBLIGATIONS.   If either Originating Partnership 
shall receive an offer in writing from a third party which is not an 
Affiliate of such Originating Partnership (a "Third Party Offeror") to 
purchase all of the issued and outstanding Common Stock held by the 
Originating Partnerships, to effect a business combination of the Company 
with such Third Party Offeror or an Affiliate thereof or to purchase all or 
substantially all the assets of the Company (each an "Acquisition 
Proposal"), and the Originating Partnerships desire to accept or cause the 
Company to accept such Acquisition Proposal, both of the Originating 
Partnerships shall deliver a notice (an "Acquisition Notice") to the 
Company (which shall deliver a copy of such Acquisition Notice to each of the 
other Stockholders), which Acquisition Notice shall contain a copy of such 
Acquisition Proposal, including the name and address of the Third Party 
Offeror and the terms of the Acquisition Proposal.  If any other Stockholder 
receives any Acquisition Proposal (which, for this purpose, includes an offer 
to purchase all of the issued and outstanding Common Stock or Common Stock 
and any other securities exercisable for or convertible into Common Stock but 
not an offer to purchase only such other Stockholder's Common Stock or Common 
Stock and any other securities exercisable for or convertible into Common 
Stock) such Stockholder shall promptly transmit such Acquisition Proposal to 
the Company and each Originating Partnership (which the Company or the 
Originating Partnerships may elect not to pursue without any liability or 
obligation to any Stockholder or the Company).  The other Stockholders (the 
"Drag-Along Stockholders") severally agree that, subject to Section 4.3, 
upon receipt of such Acquisition Notice, they shall be obligated to sell all 
of their Common Stock and any other securities exercisable for or convertible 
into Common Stock to the Third Party Offeror upon the terms and conditions 
set forth in the Acquisition Proposal or, as the case may be, to vote their 
Shares in favor of the merger or sale of all or substantially all of the 
assets of the Company as described in the Acquisition Proposal, and otherwise 
to take all actions necessary or appropriate to cause the Company to 
consummate the proposed transaction.  In any such transaction, all of such 
shares shall be purchased at, or be converted into the right to receive, the 
same price per share of Common Stock and any other securities exercisable for 
or convertible into Common Stock shall be purchased at, or be converted into 
the right to receive, an aggregate amount equal to (a) the aggregate purchase 
price of the number of shares which the holder of such securities is entitled 
to receive upon exercise or conversion of such securities, at the purchase 
price per share of Common Stock provided in the Acquisition Proposal,


                        Holdings Stockholders Agreement
                        -------------------------------
                                       23
<PAGE>

less (b) the aggregate exercise price or conversion price, as the case may 
be, of such securities, but not less than zero.

     4.2  TERMINATION OF DRAG-ALONG OBLIGATIONS. Notwithstanding anything 
herein to the contrary, the rights and obligations provided for in this 
Section 4 shall terminate, with respect to all Shares held by any 
Stockholder, upon the earlier of (i) the occurrence of the Qualified IPO Date 
and (ii) if UBS Capital so elects by delivery of written notice to the 
Company, the occurrence of a Change of Control.

     4.3  RESTRICTIONS CUMULATIVE.  The restrictions on transfer imposed by 
this Section 4 on any Stockholder shall be in addition to, and not in lieu 
of, the restrictions on transfer imposed by Section 2, 3 and 5 of this 
Agreement to the extent the same are otherwise applicable to such Stockholder.

     4.4  LIMITATIONS ON DRAG-ALONG.

     (a)  In connection with any sale (a "Drag-Along Sale") of Common Stock 
or any other securities exercisable for or convertible into shares of Common 
Stock pursuant to this Section 4, (i) the only representation and warranty or 
covenant which any Drag-Along Stockholder shall be required to make in 
connection with the Drag-Along Sale is a representation and warranty with 
respect to its own ownership of the shares of Common Stock or other 
securities to be sold by it and its ability to convey title thereto free and 
clear of all Liens and (ii) the liability of any Drag-Along Stockholder with 
respect to any representation and warranty made in connection with the 
Drag-Along Sale shall be the several liability of such Drag-Along Stockholder 
(and not joint with any other person). Notwithstanding the foregoing, in the 
event that the Originating Partnerships are required in connection with such 
sale to make any additional representations and warranties or enter into any 
additional covenants, each Drag-Along Stockholder shall be required to 
severally indemnify the Originating Partnerships and any other persons making 
such additional representations and warranties or entering into such 
additional covenants for such Drag-Along Stockholder's pro rata share (based 
on the consideration being received by the Originating Partnerships and 
Drag-Along Stockholders for the securities being sold) of any liabilities 
resulting from such representations and warranties or covenants; PROVIDED, 
HOWEVER, that such indemnification liability shall be limited to an amount no 
greater than the amount of proceeds actually received by such Drag-Along 
Stockholder in the Drag-Along Sale.


                         Holdings Stockholders Agreement
                         -------------------------------
                                       24
<PAGE>

     (b)  For purposes of this Section 4, the purchase price per share of 
Common Stock shall include, in addition to the purchase price per share 
provided in the Acquisition Proposal, any and all other amounts payable to 
Aurora Capital Partners L.P. or any Affiliate or Associate thereof in 
connection with the Drag-Along Sale, including any amounts payable pursuant 
to any employment agreement, consulting agreement or similar arrangement; 
PROVIDED, HOWEVER, that in no event shall the purchase price per share be 
deemed to include any amounts payable pursuant to or the payment of which is 
contemplated by the Management Services Agreement.

     (c)  Notwithstanding the provisions of Section 4.1, without the consent 
of UBS Capital, no Drag-Along Stockholder shall be required to participate in 
an Acquisition Proposal pursuant to the provisions of Section 4.1 if less 
than 70% of the consideration to be received by such Drag-Along Stockholder 
in connection with such Acquisition Proposal consists of cash and 
Unrestricted Securities.

     5.   "TAG-ALONG" RIGHTS FOR SALES BY PARTNERSHIP STOCKHOLDERS.

     5.1  TAG-ALONG SALES BY PARTNERSHIP STOCKHOLDERS. If P-3 Limited 
Partnership, P-4 Limited Partnership or any member of the Originating 
Partnership Group (for purposes of this Section 5, the "Proposed 
Transferor") at any time or from time to time, in one transaction or in a 
series of related transactions, desires to Transfer (for purposes of this 
Section 5, a "Tag-Along Sale") shares of Common Stock and/or Preferred 
Stock to any Person (including the Company or any Subsidiary of the Company), 
then each of the other Stockholders (other than P-3 Limited Partnership, P-4 
Limited Partnership and any member of the Originating Partnership Group) (for 
purposes of this Section 5, collectively, the "Other Stockholders") shall 
have the right, but not the obligation, to elect that the Proposed Transferor 
be obligated to require, as a condition to such Tag-Along Sale, that the 
proposed purchaser purchase from each such electing Other Stockholder: 

     (a)  up to the number of shares of Common Stock derived by multiplying 
the total number of shares of Common Stock owned by or issuable to such 
electing Other Stockholder by a fraction, the numerator of which is equal to 
the number of Shares of Common Stock then owned by or issuable to the 
Proposed Transferor that are to be purchased by the proposed purchaser 
(without giving effect to any reduction in such number of shares by reason of 
any Other Stockholder's election to exercise the "tag-along" rights


                        Holdings Stockholders Agreement
                        -------------------------------
                                       25
<PAGE>

provided in this Section 5 in connection with such transaction) and the 
denominator of which is the total number of shares of Common Stock owned by 
or issuable to the Proposed Transferor prior to such sale; and

    (b)  up to the number of shares of Preferred Stock having an aggregate 
redemption value equal to the amount derived by multiplying the aggregate 
redemption value of the shares of Preferred Stock owned by or issuable to 
such electing Other Stockholder times a fraction, the numerator of which is 
the aggregate redemption value of the shares of Preferred Stock then owned by 
or issuable to the Proposed Transferor that are to be purchased by the 
proposed purchaser (without giving effect to any reduction in such number of 
shares by reason of any Other Stockholder's election to exercise the 
"tag-along" rights provided in this Section 5 in connection with such 
transaction) and the denominator of which is the aggregate redemption value 
of the shares of Preferred Stock owned by or issuable to the Proposed 
Transferor prior to such sale;

PROVIDED, HOWEVER, that if any Other Stockholder chooses not to sell any or 
all Shares which such Other Stockholder may be entitled to sell under this 
Section 5.1, and one or more of the Other Stockholders is exercising its 
right to sell the maximum number of shares permissible (for purposes of this 
Section 5, each, a "Reoffer Stockholder"), then each Reoffer Stockholder 
and the Proposed Transferor shall have the option to sell such Shares as to 
which the option to sell has not been exercised (for purposes of this Section 
5, the "Reoffer Shares"), subject to allocation among them pro rata based 
on their respective ownership of shares of Common Stock or Preferred Stock, 
as the case may be.

    Any such sales by any Other Stockholder shall be on the same terms and 
conditions as the proposed Tag-Along Sale by the Proposed Transferor, except 
that (i) the only representation and warranty or covenant which any Other 
Stockholder shall be required to make in connection with the Tag-Along Sale 
is a representation or warranty with respect to its own ownership of the 
Shares to be sold by it and its ability to convey title thereto free and 
clear of all Liens and (ii) the liability of any Tag-Along Stockholder with 
respect to any representation and warranty made in connection with the 
Tag-Along Sale shall be the several liability of such Other Stockholder (and 
not joint with any other person).  Notwithstanding the foregoing, in the 
event that the Proposed Transferor is required in connection with such sale 
to make any additional representations and warranties or enter into any 
additional covenants, each Other Stockholder shall be required to severally 
indemnify the Proposed Transferor and any other persons making such

                         Holdings Stockholders Agreement
                         -------------------------------
                                      26
<PAGE>

additional representations and warranties or entering into such additional 
covenants for such Other Stockholder's pro rata share (based on the 
consideration being received by the Proposed Transferor and Other 
Stockholders for the securities being sold) of any liabilities resulting from 
such representations and warranties or covenants; PROVIDED, HOWEVER, that 
such indemnification liability shall be limited to an amount no greater than 
the amount of proceeds actually received by such Other Stockholder in the 
Tag-Along Sale.  Each Other Stockholder whose shares are sold in a Tag-Along 
Sale shall be required to bear a proportionate share of the expenses of the 
transaction, including, without limitation, legal, accounting and investment 
banking fees and expenses.

    5.2  NOTICE OF TAG-ALONG OPPORTUNITY.  The Proposed Transferor 
participating in a Tag-Along Sale shall promptly (and in no event less than 
30 Business Days prior to the consummation thereof) provide the Company with 
notice (for purposes of this Section 5, the "Proposed Transferor


                         Holdings Stockholders Agreement
                         -------------------------------
                                      27
<PAGE>

Notice") of the proposed Tag-Along Sale (which the Company shall transmit to 
each Other Stockholder within three Business Days of its receipt thereof) 
containing the following:

         (a)  the name and address of the proposed Transferee of the Shares 
in the Tag-Along Sale;

         (b)  the number of shares of Common Stock and Preferred Stock 
proposed to be Transferred by the Proposed Transferor in the event none of 
the Other Stockholders elects to participate;

         (c)  the proposed amount and form of consideration to be paid for 
such Shares and the terms and conditions of payment offered by the proposed 
Transferee;

         (d)  the aggregate number of shares of Common Stock and Preferred 
Stock held of record by such Proposed Transferor as of the date of the notice 
(for purposes of this Section 5, the "Notice Date") from the Proposed 
Transferor to the Company;

         (e)  the aggregate number of shares of Common Stock and Preferred 
Stock held of record as of the Notice Date by all Other Stockholders as a 
group;

         (f)  the maximum number of shares of Common Stock and Preferred 
Stock each such Other Stockholder is entitled to include in the Tag-Along 
Sale (as computed in accordance with the equations set forth in Section 5.1); 
and

         (g)  that the proposed Transferee has been informed of the 
"tag-along" rights provided for in Section 5.1.

    5.3  NOTICE AND TERMS OF ACCEPTANCE OF TAG-ALONG OPPORTUNITY.  If an 
Other Stockholder desires to participate in such Tag-Along Sale, such Other 
Stockholder shall provide written notice (for purposes of this Section 5, the 
"Tag-Along Notice") to such Proposed Transferor not later than 10 Business 
Days after the Notice Date setting forth the number of shares of Common Stock 
and Preferred Stock, if any, such Other Stockholder elects to include in the 
Tag-Along Sale.  In the event that any Other Stockholder chooses not to sell 
any or all Shares which such Other Stockholder may be entitled to sell under 
Section 5.1, the Proposed Transferor participating in the Tag-Along Sale 
shall promptly (and in no event less than 15 Business Days prior to the 
consummation of such Tag-Along Sale) provide the


                         Holdings Stockholders Agreement
                         -------------------------------
                                      28
<PAGE>

Company with notice (for purposes of this Section 5, the "Reoffer Notice") 
of such Reoffer Shares available for sale pursuant to Section 5.1 (which the 
Company shall transmit to each Reoffer Stockholder within 3 Business Days of 
its receipt thereof).  If a Reoffer Stockholder desires to participate in the 
sale of any of the Reoffer Shares, such Reoffer Stockholder shall provide 
written notice thereof to such Proposed Transferor not later than 5 Business 
Days after receipt of the Reoffer Notice setting forth the number of 
additional shares of Common Stock and Preferred Stock, if any, such Reoffer 
Stockholder elects to include in the Tag-Along Sale.  An Other Stockholder 
may elect to include Shares in a Tag-Along Sale only if such Other 
Stockholder elects to include in such Tag-Along Sale a ratio of shares of 
Common Stock to shares of Preferred Stock equal to the ratio of shares of 
Common Stock to shares of Preferred Stock proposed to be sold by the Proposed 
Transferor in the Tag-Along Sale; PROVIDED, HOWEVER, that (i) if an Other 
Stockholder is selling all shares of Common Stock owned by it and its 
Affiliates (including all shares of Common Stock issuable upon the exercise 
of Warrants and Options owned by it and its Affiliates) in such Tag-Along 
Sale, then the number of shares of Preferred Stock sold by such Other 
Stockholder in the Tag-Along Sale shall not be limited by the provisions of 
this sentence and (ii) if an Other Stockholder is selling all of the shares 
of Preferred Stock owned by it and its Affiliates in such Tag-Along Sale, 
then the number of shares of Common Stock sold by such Other Stockholder in 
the Tag-Along Sale shall not be limited by the provisions of this sentence.  
The Tag-Along Notice and any notice given by an Other Stockholder to 
participate in the sale of Reoffer Shares shall constitute such Other 
Stockholder's binding agreement to sell such Shares as are included therein 
on the terms and conditions applicable to such sale (including the 
requirements of this Section 5). In the event that the proposed transferee 
does not purchase the shares of the Proposed Transferor, then the proposed 
Tag-Along Sale by the Other Stockholders to such proposed transferee shall 
not take place.

    5.4  APPLICATION OF TAG-ALONG PROVISIONS.  The provisions of this Section 
5 shall not apply to:

         (a)  any transaction in which shares of Common Stock or Preferred 
Stock are proposed to be sold publicly pursuant to a registration statement 
filed under the Act;

         (b)  any Transfer to a Permitted Transferee;

         (c)  any one transaction or series of related transactions involving 
the Transfer (other than to a


                         Holdings Stockholders Agreement
                         -------------------------------
                                      29
<PAGE>

Permitted Transferee) by the Proposed Transferor of 10,000 or fewer shares of 
Common Stock or 1,000 or fewer shares of Preferred Stock, subject to an 
aggregate maximum per transferor of 25,000 shares of Common Stock and 2,500 
shares of Preferred Stock, and provided that the transferee enters into a 
written agreement in form and substance reasonably satisfactory to the 
Company to be bound by the terms and conditions of this Agreement;

         (d)  any shares of Common Stock or Preferred Stock proposed to be 
Transferred by the Proposed Transferor which are purchased by the Company or 
any Other Stockholder pursuant to Section 3;

         (e)  any Transfer of shares of Common Stock in connection with an 
Acquisition Proposal subject to the provisions of Section 4 hereof; or

         (f)  any Transfer by an Other Stockholder (as defined in Section 
6.1) pursuant to Section 6 below.

    5.5  TERMINATION OF TAG-ALONG RIGHTS. Notwithstanding anything herein to 
the contrary, the rights and obligations provided for in this Section 5 shall 
terminate, with respect to all Shares (other than Preferred Stock) held by 
each Other Stockholder, upon the occurrence of the Qualified IPO Date.

    5.6  RESTRICTIONS CUMULATIVE.  The restrictions on transfer imposed by 
this Section 5 on any Stockholder shall be in addition to, and not in lieu 
of, the restrictions on transfer imposed by Sections 2, 3 and 4 of this 
Agreement to the extent the same are otherwise applicable to such Stockholder.

    6.   "TAG-ALONG" RIGHTS FOR SALES BY UBS GROUP.

    6.1  TAG-ALONG SALES BY UBS GROUP.  If any member of the UBS Group (for 
purposes of this Section 6, the "Proposed Transferor") at any time or from 
time to time, in one transaction or in a series of related transactions, 
desires to Transfer (for purposes of this Section 6, a "Tag-Along Sale") 
shares of Preferred Stock to any Person (including the Company or any 
Subsidiary of the Company), then each of P-1 Limited Partnership, P-2 Limited 
Partnership, P-3 Limited Partnership and P-4 Limited Partnership (for 
purposes of this Section 6, collectively, the "Other Stockholders") shall 
have the right, but not the obligation, to elect that the Proposed Transferor 
be obligated to require, as a condition to such Tag-Along Sale, that the 
proposed purchaser purchase from each such electing


                         Holdings Stockholders Agreement
                         -------------------------------
                                      30
<PAGE>

Other Stockholder up to the number of shares of Preferred Stock having an 
aggregate redemption value equal to the amount derived by multiplying the 
aggregate redemption value of the shares of Preferred Stock owned by or 
issuable to such electing Other Stockholder times a fraction, the numerator 
of which is the aggregate redemption value of the shares of Preferred Stock 
then owned by or issuable to the Proposed Transferor that are to be purchased 
by the proposed purchaser (without giving effect to any reduction in such 
number of shares by reason of any Other Stockholder's election to exercise 
the "tag-along" rights provided in this Section 6 in connection with such 
transaction) and the denominator of which is the aggregate redemption value 
of the shares of Preferred Stock owned by or issuable to the Proposed 
Transferor prior to such sale; PROVIDED, HOWEVER, that if any Other 
Stockholder chooses not to sell any or all Shares which such Other 
Stockholder may be entitled to sell under this Section 6.1, and one or more 
of the Other Stockholders is exercising its right to sell the maximum number 
of shares permissible (for purposes of this Section 6, each, a "Reoffer 
Stockholder"), then each Reoffer Stockholder and each member of the UBS 
Group shall have the option to sell such Shares as to which the option to 
sell has not been exercised (for purposes of this Section 6, the "Reoffer 
Shares"), subject to allocation among them pro rata based on their 
respective ownership of shares of Preferred Stock.

          Any such sales by any Other Stockholder shall be on the same terms 
and conditions as the proposed Tag-Along Sale by the Proposed Transferor, 
except that (i) the only representation and warranty or covenant which any 
Other Stockholder shall be required to make in connection with the Tag-Along 
Sale is a representation or warranty with respect to its own ownership of the 
Shares to be sold by it and its ability to convey title thereto free and 
clear of all Liens and (ii) the liability of any Tag-Along Stockholder with 
respect to any representation and warranty made in connection with the 
Tag-Along Sale shall be the several liability of such Other Stockholder (and 
not joint with any other person).  Notwithstanding the foregoing, in the 
event that the Proposed Transferor is required in connection with such sale 
to make any additional representations and warranties or enter into any 
additional covenants, each Other Stockholder shall be required to severally 
indemnify the Proposed Transferor and any other persons making such 
additional representations and warranties or entering into such additional 
covenants for such Other Stockholder's pro rata share (based on the 
consideration being received by the Proposed Transferor and Other 
Stockholders for the securities being sold) of any liabilities resulting from 
such representations and warranties or covenants; PROVIDED, 


                      Holdings Stockholders Agreement
                      -------------------------------
                                    31
<PAGE>

HOWEVER, that such indemnification liability shall be limited to an amount no 
greater than the amount of proceeds actually received by such Other 
Stockholder in the Tag-Along Sale.  Each Other Stockholder whose shares are 
sold in a Tag-Along Sale shall be required to bear a proportionate share of 
the expenses of the transaction, including, without limitation, legal, 
accounting and investment banking fees and expenses.

          6.2  NOTICE OF TAG-ALONG OPPORTUNITY.  The Proposed Transferor 
participating in a Tag-Along Sale shall promptly (and in no event less than 
30 Business Days prior to the consummation thereof) provide the Company with 
notice (for purposes of this Section 6, the "Proposed Transferor Notice") of 
the proposed Tag-Along Sale (which the Company shall transmit to each Other 
Stockholder within three Business Days of its receipt thereof together with 
any additional information which the Company elects to provide to the other 
Stockholders in connection therewith) containing the following:

                    (a)  the name and address of the proposed Transferee of   
          the Shares in the Tag-Along Sale;

                    (b)  the number of shares of Preferred Stock proposed to  
          be Transferred by the Proposed Transferor in the event none of the 
          Other Stockholders elects to participate;

                    (c)  the proposed amount and form of consideration to be  
          paid for such Shares and the terms and conditions of payment offered 
          by the proposed Transferee;

                    (d)  the aggregate number of shares of Preferred Stock 
          held of record by such Proposed Transferor as of the date of the 
          notice (for purposes of this Section 6, the "Notice Date") from the 
          Proposed Transferor to the Company;

                    (e)  that the proposed Transferee has been informed of    
          the "tag-along" rights provided for in Section 6.1.

          6.3  NOTICE AND TERMS OF ACCEPTANCE OF TAG-ALONG OPPORTUNITY.  If 
an Other Stockholder desires to participate in such Tag-Along Sale, such 
Other Stockholder shall provide written notice (for purposes of this Section 
6, the "Tag-Along Notice") to such Proposed Transferor not later than 10 
Business Days after the Notice Date setting forth the number of shares of 
Preferred Stock, if any, such Other Stockholder elects to include in the 
Tag-Along Sale.  In the


                      Holdings Stockholders Agreement
                      -------------------------------
                                    32
<PAGE>

event that any Other Stockholder chooses not to sell any or all Shares which 
such Other Stockholder may be entitled to sell under Section 6.1, the 
Proposed Transferor participating in the Tag-Along Sale shall promptly (and 
in no event less than 15 Business Days prior to the consummation of such 
Tag-Along Sale) provide the Company with notice (for purposes of this Section 
6, the "Reoffer Notice") of such Reoffer Shares available for sale pursuant 
to Section 6.1 (which the Company shall transmit to each Reoffer Stockholder 
within 3 Business Days of its receipt thereof).  If a Reoffer Stockholder 
desires to participate in the sale of any of the Reoffer Shares, such Reoffer 
Stockholder shall provide written notice thereof to such Proposed Transferor 
not later than 5 Business Days after receipt of the Reoffer Notice setting 
forth the number of additional shares of Preferred Stock, if any, such 
Reoffer Stockholder elects to include in the Tag-Along Sale.  The Tag-Along 
Notice and any notice given by an Other Stockholder to participate in the 
sale of Reoffer Shares shall constitute such Other Stockholder's binding 
agreement to sell such Shares as are included therein on the terms and 
conditions applicable to such sale (including the requirements of this 
Section 6).  In the event that the proposed transferee does not purchase the 
shares of the Proposed Transferor, then the proposed Tag-Along Sale by the 
Other Stockholders to such proposed transferee shall not take place.

          6.4  APPLICATION OF TAG-ALONG PROVISIONS.  The provisions of this 
Section 6 shall not apply to:

                    (a)  any transaction in which shares of Preferred Stock   
          are proposed to be sold publicly pursuant to a registration statement 
          filed under the Act;

                    (b)  any Transfer to a Permitted Transferee;

                    (c)  any one transaction or series of related transactions 
          involving the Transfer (other than to a Permitted Transferee) by 
          the Proposed Transferor of 1,000 or fewer shares of Preferred Stock, 
          subject to an aggregate maximum per transferor of 2,500 shares of 
          Preferred Stock, and provided that the transferee enters into a 
          written agreement in form and substance reasonably satisfactory to 
          the Company to be bound by the terms and conditions of this Agreement;

                    (d)  any shares of Preferred Stock proposed to be 
          Transferred by the Proposed Transferor which are purchased by the 
          Company or any Other Stockholder pursuant to Section 3;


                      Holdings Stockholders Agreement
                      -------------------------------
                                    33
<PAGE>

                    (e)  any Transfer by an Other Stockholder (as defined in 
          Section 5.1) pursuant to Section 5 above.

          6.6  RESTRICTIONS CUMULATIVE.  The restrictions on transfer imposed 
by this Section 6 on any Stockholder shall be in addition to, and not in lieu 
of, the restrictions on transfer imposed by Sections 2, 3 and 4 of this 
Agreement to the extent the same are otherwise applicable to such Stockholder.

          7.   PREEMPTIVE RIGHTS OF UBS CAPITAL.

          7.1  GRANT OF RIGHT.  If at any time hereafter the Company proposes 
to sell or issue any Common Stock or Preferred Stock or any securities 
exercisable for or convertible into Common Stock or Preferred Stock or any 
Subsidiary of the Company proposes to sell or issue any equity securities or 
any securities exercisable for or convertible into equity securities ("New 
Stock"), the Company shall provide to the UBS Group a priority subscription 
right to purchase up to a proportionate amount of New Stock determined (i) in 
the case of Common Stock, any securities exercisable for or convertible into 
Common Stock or any securities to be issued by a Subsidiary, by multiplying 
the number of shares of New Stock proposed to be sold or issued by the 
Company or any Subsidiary of the Company by a fraction, the numerator of 
which is the number of shares of any class of Common Stock then held by or 
issuable to the UBS Group and the denominator of which is the number of 
shares of all classes of Common Stock then issued and outstanding on a fully 
diluted basis, excluding the shares held by the Company or any direct or 
indirect subsidiary of the Company, (ii) in the case of Preferred Stock or 
any securities exercisable for or convertible into Preferred Stock, by 
multiplying the aggregate redemption value of the shares of New Stock 
proposed to be sold or issued by the Company by a fraction, the numerator of 
which is the aggregate redemption value of all shares of Preferred Stock then 
held by or issuable to the UBS Group and the denominator of which is the 
aggregate redemption value of all shares of Preferred Stock then issued and 
outstanding on a fully diluted basis, excluding the shares held by the 
Company or any Subsidiary of the Company; PROVIDED, HOWEVER, that such 
priority subscription right shall not apply to any issuance or sale of New 
Stock (a) all or substantially all of the net proceeds of which are used in 
connection with, or which are issued as acquisition consideration in, the 
acquisition of any business enterprise by the Company or any of its 
Subsidiaries; (b) in any public offering; (c) pursuant to any compensation 
plan for any director, officer or other employee of the Company or its 
Subsidiaries; (d) issuable upon the exercise or conversion


                      Holdings Stockholders Agreement
                      -------------------------------
                                    34
<PAGE>

of any securities outstanding on the date of this Agreement; (e) issuable 
upon the exercise or conversion of any securities issued after the date of 
this Agreement, the issuance of which were subject to the provisions of the 
this Section 7.1; (f) which is issued to the Company or any Subsidiary of the 
Company; or (g) which is issued in connection with the establishment of a 
joint venture with an unaffiliated third party.

          7.2  EXERCISE OF RIGHT.  If the Company proposes to undertake an 
issuance or sale of New Stock to which the priority subscription right 
granted under Section 7.1 applies, the Company shall give UBS Capital (as 
representative of the members of the UBS Group) notice of its intention, 
which notice shall describe the type of New Stock and the price and the 
general terms upon which the Company proposes to issue or sell such New Stock 
and which, if any offering materials are provided to the proposed purchasers, 
shall be accompanied by a copy of such offering materials.  UBS Capital shall 
have ten Business Days from the date such notice is given to give the Company 
notice of the election of the UBS Group to purchase all or any portion of the 
proportionate amount of such New Stock set forth in Section 7.1 for the price 
and upon the general terms specified in such notice, stating the quantity of 
such New Stock to be purchased; PROVIDED, HOWEVER, that if the price so 
specified is payable in whole or in part in property, the UBS Group may pay 
in cash the fair market value of such property as determined by the Board in 
good faith.  If UBS Capital does not give such notice within such period, the 
UBS Group shall be deemed to have waived its rights pursuant to this Section 
7 with respect to such New Stock.

          7.3  SALE UPON WAIVER.  Notwithstanding the preceding provisions of 
this Section 7, the Company may sell any portion of an issue of New Stock, 
with respect to which such rights have been waived in writing by UBS Capital, 
prior to the expiration of the ten Business Day period provided for by 
Section 7.2.

          7.4  TERMINATION OF PREEMPTIVE RIGHTS. Notwithstanding anything 
herein to the contrary, the rights and obligations provided for in this 
Section 7 shall terminate upon the occurrence of the Qualified IPO Date.

          8.   AFFILIATE TRANSACTIONS.  For so long as UBS Capital is a 
Stockholder, the Company shall not engage in, undertake or enter into, or 
commit to engage in, undertake or enter into, and shall cause its 
Subsidiaries not to engage in, undertake or enter into, or commit to engage 
in, undertake or enter into, any agreement, transaction or arrangement (other 
than an agreement, transaction or


                      Holdings Stockholders Agreement
                      -------------------------------
                                    35
<PAGE>

arrangement providing for the payment of not more than $150,000 which has 
been approved by an independent majority of the Board of Directors of the 
Company) with any Affiliate of the Company, any Stockholder or any Affiliate 
of any Stockholder, unless the Company, the respective Subsidiary of the 
Company or the Company on behalf of such Subsidiary has obtained the written 
consent of UBS Capital with respect to such agreement, transaction or 
arrangement.  If UBS Capital does not give written notice to the Company of 
its disapproval of such agreement, transaction or arrangement within ten 
Business Days after written notice of the proposed agreement, transaction or 
arrangement is given to it, UBS Capital shall be deemed to have given its 
written consent to such agreement, transaction or arrangement.  The 
restrictions contained in this Section 8 shall terminate upon the occurrence 
of the Qualified IPO Date. Notwithstanding the foregoing, the provisions of 
this Section 8 shall not apply to (i) agreements, transactions and 
arrangements set forth in or contemplated by the Management Services 
Agreement, (ii) agreements, transactions and arrangements between the Company 
or any of its Subsidiaries and Union Bank of Switzerland, including, without 
limitation, agreements, transactions and arrangements set forth in or 
contemplated by the Facility Agreement, dated as of June 16, 1995, between 
ABI Acquisition 2 PLC and Petrowax PA Inc. as initial borrowers, the 
Companies named therein as initial guarantors, Union Bank of Switzerland as 
arranger, Union Bank of Switzerland as facility agent, Union Bank of 
Switzerland as security trustee and certain others, (iii) agreements, 
transactions and arrangements set forth in or expressly contemplated by this 
Agreement or any subscription agreement entered into on or before the date 
hereof by the Company or any Subsidiary and (iv) agreements, transactions and 
arrangements relating to the indemnification of officers and directors of the 
Company and its Subsidiaries or the payment of reasonable and customary 
directors' fees and reimbursement of directors' and officers' expenses.
                                    
          9.   SALE OF BUSINESS.

          9.1  COOPERATION WITH UBS CAPITAL.  Promptly after any 
determination by the Board for the Company to consider undertaking a 
transaction which would have as an intended result a Change of Control of the 
Company, or cause the Company or any Subsidiary to undertake a transaction 
which would have as an intended result a Change of Control of a Subsidiary or 
a material operating division (a "Sale"), the Company will notify UBS Capital 
with respect to the proposed Sale.  If requested by UBS Capital, the Company 
will consult with UBS Capital with respect to the terms and conditions on 
which such Sale could be completed, including without 


                       Holdings Stockholders Agreement
                       -------------------------------
                                     36
<PAGE>

limitation the anticipated amount and form of consideration, the proposed 
structure of the Sale, the estimated costs to the Company or the Subsidiary 
of completing the Sale and any evaluation of the desirability of the Sale.  
Notwithstanding the foregoing, the Company shall have no obligation to 
prepare any document, other than a brief term sheet, for the express purpose 
of conveying information to UBS Capital concerning a proposed Sale.

          9.2  RECEIPT OF OFFER TO PURCHASE.  If the Company receives a bona 
fide, written third-party offer to complete a Sale (the "Third Party Offer"), 
the Company shall not accept such offer or commit the Company or a Subsidiary 
to complete the Sale unless the Company notifies UBS Capital of the Offer and 
provides to UBS Capital information reasonably sufficient to permit UBS 
Capital to evaluate the attractiveness of the Third Party Offer.  The Company 
will not accept the Third Party Offer if within five Business Days after 
giving notice of the offer to UBS Capital, UBS Capital gives written notice 
to the Company that UBS Capital desires the Company to seek a Sale on terms 
more advantageous than those set forth in the Third Party Offer and UBS 
Capital identifies a third party the Company should contact.  If UBS Capital 
gives such notice, the Company will use reasonable efforts to respond to the 
reasonable requests of the party identified by UBS Capital with respect to 
information concerning the Company's business.  During the period (the 
"Consulting Period") ending on the earlier of (a) 30 days after the date of 
such notice by UBS Capital to the Company and (b) delivery by UBS Capital to 
the Company of a consent to proceed with the proposed Sale, the Company will 
not make any commitments to third parties with respect to a Sale, including 
making any exclusive dealing commitment, provided that the Company shall be 
permitted to make commitments relating to the confidentiality of information, 
the performance of due diligence and the expenses of the parties.  If the 
Company does not receive prior to the expiration of the Consulting Period a 
bona fide third party written offer to complete a Sale of the Company or the 
Subsidiary to which the Third Party Offer pertains, which offer is not 
subject to conditions which the Company deems to be unduly burdensome (an 
"Alternative Offer"), the restrictions imposed on the Company with respect to 
such Sale shall terminate.

          9.3  EVALUATION OF ALTERNATIVE OFFER.  If an Alternative Offer is 
presented to the Company prior to the expiration of the Consulting Period, 
the Board in good faith shall make a determination as to the relative 
desirability of the Third Party Offer and the Alternative Offer, taking into 
account such factors as the Board may in its reasonable discretion determine 
to be pertinent.  If the Board 


                       Holdings Stockholders Agreement
                       -------------------------------
                                     37
<PAGE>

determines that the Alternative Offer is more favorable to the Company than 
the Third Party Offer, the Company may elect to undertake to complete the 
Sale on the terms provided for in the Alternative Offer or may elect not to 
undertake the Sale.  If the Board does not determine that the Alternative 
Offer is more favorable to the Company than the Third Party Offer, the 
Company shall have no further obligations or be subject to any further 
restrictions under this Section 9 with respect to such Sale.  In that event, 
the Company, without limitation, may elect to undertake to complete the Sale 
on the terms of the Third Party Offer or on other terms, may elect to 
undertake a Sale to the Offeror in respect of the Alternative Offer on terms 
which may be other than those of the Alternative Offer, and may elect not to 
undertake the Sale.  The Stockholders agree that the performance by the 
Company of its obligations under this Section 9 shall not breach any duty the 
Company or any of its directors or officers or controlling stockholders may 
have to the Stockholders, including any statutory or fiduciary duty or other 
common law duty.

          9.4  CONFIDENTIALITY AGREEMENT.  The Company may condition any 
undertaking of consultations with UBS Capital in connection with this Section 
9 upon the execution and delivery by UBS Capital to the Company of a 
confidentiality agreement reasonably satisfactory to the Company and its 
counsel and upon the satisfaction of any governmental approvals, if any, 
required in connection with the delivery of such documents or information or 
with such consultations.

          9.5  NO RIGHT TO REPRESENT OR COMMIT THE COMPANY. Notwithstanding 
anything herein to the contrary, UBS Capital is not entitled to represent the 
Company in any discussions with third parties and is not entitled to commit 
or obligate the Company in any way.

          9.6  TERMINATION OF RIGHT TO DELIVER ALTERNATIVE OFFER.  
Notwithstanding anything herein to the contrary, the rights of UBS Capital 
and the obligations of and restrictions imposed on the Company under this 
Section 9 shall terminate upon the earlier of (i) the occurrence of the 
Qualified IPO Date and (ii) such time as UBS Capital is no longer a 
Significant Stockholder.

          9.7  APPLICATION TO DRAG-ALONG SALE.  In the event that any 
Originating Partnership determines to consider undertaking a transaction 
which would permit it to exercise its rights to cause a Drag-Along Sale 
pursuant to Section 4, such transaction shall be considered a Sale and all 
obligations imposed on the Company under this Section 9 shall apply to and be 
fully complied with by such Originating Partnership.


                       Holdings Stockholders Agreement
                       -------------------------------
                                     38
<PAGE>

          10.  RESTRICTIONS ON AMENDMENT OF GOVERNING DOCUMENTS.  The Company 
and the Stockholders agree not to amend the articles of incorporation or 
bylaws of the Company, and agree not to permit the amendment of the articles 
of incorporation, charter or bylaws of any Subsidiary, or, for a Subsidiary 
for which there are no articles of incorporation, charter or bylaws, such 
other instrument or instruments having a purpose comparable to the articles 
of incorporation, charter or bylaws of a corporation, without the prior 
written consent of UBS Capital with respect to such amendment, which consent 
shall not be unreasonably withheld; PROVIDED, HOWEVER, that (i) no consent of 
UBS shall be required to establish a new series of Preferred Stock (including 
the filing of a certificate of designations with respect thereto) or to 
increase the number of authorized shares of capital stock of the Company and 
(ii) UBS may withhold its consent in its sole discretion with respect to any 
amendment which would materially and adversely affect the rights, preferences 
or privileges of the Series A Preferred Stock or which would adversely 
discriminate against the Class C Common Stock as compared to the Class A 
Common Stock, Class B Common Stock or Class D Common Stock.  Notwithstanding 
the foregoing, UBS Capital shall be deemed to have given its written consent 
to any such amendment if the Company has received no written objection 
thereto from UBS Capital within ten Business Days after written notice of the 
proposed amendment is given by the Company to UBS Capital.  Notwithstanding 
anything herein to the contrary, the  obligations and restrictions contained 
in this Section 10 shall terminate upon the earlier of (i) the occurrence of 
the Qualified IPO Date and (ii) such time as UBS Capital is no longer a 
Significant Stockholder.

          11.  CORPORATE GOVERNANCE.

          11.1 OBSERVER STATUS.  At any time that UBS remains a Significant 
Stockholder and does not have one or more nominees on the Board pursuant to 
Section 11.2, UBS Capital will have the right to designate two individuals to 
observe any meeting of the Board, any committees of the Board, the boards of 
directors of the Subsidiaries of the Company ("Subsidiary Boards") and any 
committees of any Subsidiary Boards, subject, however, to the right of the 
Company to in good faith exclude such observers from any Company or 
subsidiary board or committee meeting to the minimum extent necessary for the 
purpose of protecting any attorney/client privilege.  Not more than two 
observers may attend any single meeting.  Each such observer shall be 
required to execute and deliver to the Company a confidentiality agreement 
reasonably satisfactory to the Company.  Observers shall not interfere with 
the performance by members of such boards of any of their respective 


                       Holdings Stockholders Agreement
                       -------------------------------
                                     39
<PAGE>

statutory or common law duties.  Subject to the right of the Company to in 
good faith exclude observers from any meeting and limit the distribution of 
information to the minimum extent necessary for the purpose of protecting any 
attorney/client privilege in accordance with the first sentence of this 
Section 11.1, Observers shall have the right to participate in all Board, 
Subsidiary board and committee discussions and to receive copies of all 
documents (including, without limitation, notices of meetings and requests 
for written consents) at the same time as Board, Subsidiary board or 
committee members receive such documents, but shall not have any voting or 
approval rights.

          11.2 RIGHT OF UBS CAPITAL TO NOMINATE DIRECTORS. From and after the 
expiration of the Loan Period for so long as UBS Capital remains a 
Significant Stockholder (the "Governance Period"), UBS Capital shall have the 
right to nominate two members of the Board and one member of each Subsidiary 
Board (each, a "UBS Nominee").  Each of the Stockholders agrees that such 
Stockholder will vote all shares of Class A Common Stock now or hereafter 
owned by such Stockholder at any meeting of stockholders of the Company and 
in whatever other manner is necessary to ensure that during the Governance 
Period, one UBS Nominee to the Board is duly elected.  Each of the 
Stockholders also agrees that such Stockholder will vote all shares of Class 
B Common Stock now or hereafter owned by such Stockholder at any meeting of 
shareholders of the Company and in whatever other manner is necessary to 
ensure that during the Governance Period, the second UBS Nominee to the Board 
is duly elected. The Company agrees that it will vote all shares of voting 
Capital Stock of any Subsidiaries held by it and will cause to be voted all 
shares of voting Capital Stock of the Subsidiaries at any meetings of 
shareholders of Subsidiaries and in whatever other manner is necessary to 
ensure that one UBS Nominee to each Subsidiary Board is duly elected during 
the Governance Period.  UBS Capital shall have the further right during the 
Governance Period to have one UBS Nominee serve as a member of each Board 
committee and each Subsidiary Board committee as may be established from time 
to time.

          11.3   VACANCIES.  If any director ("Withdrawing Director") 
selected in the manner set forth in Section 11.2 above is unable to serve or, 
once having commenced to serve, is removed or withdrawn from the Board or a 
Subsidiary Board, such Withdrawing Director's replacement (the "Substitute 
Director") on the Board or the Subsidiary Board will be nominated by the 
party who nominated the Withdrawing Director.  Each of the Stockholders 
agrees that such Stockholder will vote all shares of Class A Common Stock and 
Class B Common Stock, as


                       Holdings Stockholders Agreement
                       -------------------------------
                                     40
<PAGE>

applicable, now or hereafter held by it, and the Company agrees to vote all 
voting Capital Stock now or hereafter owned or controlled by it, directly or 
indirectly, for the election to the Board or such Subsidiary Board of such 
Substitute Director.

          11.4.    RIGHTS NOT ASSIGNABLE WITHOUT CONSENT.  Notwithstanding 
any other provision of this Agreement, the right of UBS Capital to select the 
UBS Nominees is not transferable, whether by sale of Shares or otherwise, 
except with the consent of the Company and the Originating Partnerships which 
consent shall not be unreasonably withheld.

          11.5    TERMINATION OF GOVERNANCE RIGHTS.  Notwithstanding anything 
herein to the contrary, the corporate governance rights of UBS Capital and 
the obligations of the Stockholders and the Company provided for in this 
Section 11 shall terminate upon the occurrence of the Qualified IPO Date and, 
if requested by the Company, the Stockholders and the Company agree to take 
such action, as soon as practicable thereafter, as may be necessary to 
achieve the resignation or removal of all UBS Nominees. Nothing in this 
Section 11.6 shall be deemed to prohibit or otherwise limited the exercise by 
UBS Capital of its voting rights with respect to any shares of Capital Stock 
held by it.

          12.    TERMINATION.  Except for the provisions of Sections 6 and 
13, which shall survive the expiration or other termination of this 
Agreement, this Agreement shall terminate on the earlier to occur of (a) the 
written approval of (i) the Originating Partnerships and (ii) UBS Capital if 
then a Stockholder and (b) June 27, 2005.  A Stockholder shall cease to be 
deemed a Stockholder hereunder, and shall no longer be a party to this 
Agreement, at such time as such Stockholder ceases to own any Shares. 

          13.    REGISTRATION RIGHTS.  The Company agrees to afford to each 
Eligible Holder the registration rights set forth in Exhibit B hereto. 

          14.    MISCELLANEOUS. 


          14.1    GOVERNING LAW.  This Agreement shall be governed by and 
construed and enforced in accordance with the internal laws of the State of 
Delaware without regard to principles of conflicts of law. 

          14.2    ENTIRE AGREEMENT; AMENDMENTS.  This Agreement (including 
the exhibits hereto) constitutes the entire agreement of the parties with 
respect to the subject 


                    Holdings Stockholders Agreement
                    -------------------------------
                                  41
<PAGE>

matter hereof and may not be modified or amended except by a written 
agreement signed by (a) the Company, (b) the Originating Partnerships and (c) 
UBS Capital if then a Stockholder.  Notwithstanding the foregoing, the 
Company shall have the right, subject to Section 7, from and after the date 
hereof, in the sole discretion of the Board, to issue shares of Common Stock 
or Preferred Stock, or options or warrants to purchase or securities 
convertible into such shares, to any Person (whether or not such Person is 
already party to this Agreement) and to cause such securities and such 
Persons (to the extent not already subject to this Agreement) to become 
subject to this Agreement as Registrable Securities and as a Stockholder of 
whatever class as the Company may determine, respectively. 

          14.3    LEGEND ON STOCK CERTIFICATES.  Each certificate 
representing Shares which are subject to this Agreement shall be endorsed 
with a legend substantially to the following effect (in addition to any 
legend required by applicable state securities or "blue sky" laws): 

    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
    UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS 
    OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF 
    UNLESS REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAW 
    OR MSC HOLDINGS, INC. (THE ""COMPANY'') SHALL HAVE RECEIVED AN OPINION OF 
    ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER 
    THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.  THE 
    SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS ALSO SUBJECT TO 
    COMPLIANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN STOCKHOLDERS 
    AGREEMENT, DATED AS OF JUNE 27, 1995, AS SUPPLEMENTED, MODIFIED AND AMENDED 
    FROM TIME TO TIME, AMONG THE COMPANY AND THE STOCKHOLDERS, OPTIONHOLDERS AND
    WARRANTHOLDERS SIGNATORY THERETO, A COPY OF WHICH AGREEMENT IS AVAILABLE FOR
    INSPECTION DURING REGULAR BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES
    OF THE COMPANY. 

Any stock certificate issued at any time in exchange or substitution 
for any certificate bearing such legend (except a new certificate issued upon 
the completion of a public distribution of securities of the Company 
represented thereby) shall also bear such legend, unless the restrictions 
contained in Sections 3, 4, 5 and 6 of this Agreement are no longer in effect 
and, in the opinion of counsel for the Company, the Shares represented 
thereby need no longer be subject to the restrictions contained in 


                    Holdings Stockholders Agreement
                    -------------------------------
                                  42
<PAGE>

Section 2 of this Agreement.  The provisions of Sections 2, 3, 4, 5 and 6 of 
this Agreement shall be binding upon, and shall inure to the benefit of, the 
Stockholders and all subsequent holders of Shares who acquired the same 
directly or indirectly from a Stockholder in a transaction or series of 
transactions not involving any public offering.  The Company agrees that it 
will not transfer on its books any certificate representing Shares in 
violation of the provisions of this Agreement. 

          14.4    SPECIFIC PERFORMANCE.  Due to the fact that the securities 
of the Company cannot be readily purchased or sold in the open market, and 
for other reasons, the parties will be irreparably damaged in the event that 
this Agreement is not specifically enforced.  In the event of a breach or 
threatened breach of the terms, covenants and/or conditions of this Agreement 
by any of the parties hereto, the other parties shall, in addition to all 
other remedies, be entitled (without any bond or other security being 
required) to a temporary and/or permanent injunction, without showing any 
actual damage or that monetary damages would not provide an adequate remedy, 
and/or a decree for specific performance, in accordance with the provisions 
hereof. 

          14.5    WAIVER.  No waiver of any breach or default hereunder shall 
be considered valid unless in writing, and no such waiver shall be deemed a 
waiver of any subsequent breach or default of the same or similar nature.  
Anything in this Agreement to the contrary notwithstanding, any waiver, 
consent or other instrument under or pursuant to this Agreement signed by, or 
binding upon, a Stockholder shall be valid and binding upon any and all 
persons or entities (other than the Company) who may, at any time, have or 
claim any rights under or pursuant to this Agreement in respect of the Shares 
originally acquired by such Stockholder. 

          14.6    SUCCESSORS AND ASSIGNS.  Except as otherwise expressly 
provided herein, this Agreement shall be binding upon and inure to the 
benefit of the Company, its successors and assigns, and the Stockholders and 
their respective heirs, personal representatives, successors and permitted 
assigns. 

          14.7    SEVERABILITY.  If any provision of this Agreement shall be 
invalid or unenforceable, such invalidity or unenforceability shall attach 
only to such provision and shall not in any manner affect or render invalid 
or unenforceable any other severable provision of this Agreement, and this 
Agreement shall be carried out as if any such invalid or unenforceable 
provision were not contained herein. 

                    Holdings Stockholders Agreement
                    -------------------------------
                                  43
<PAGE>

          14.8    HEADINGS.  The section headings contained herein are for 
the purposes of convenience of reference only and are not intended to define 
or limit the contents of said sections. 

          14.9    FURTHER ASSURANCES.  Each party hereto shall cooperate and 
shall take such further action and shall execute and deliver such further 
documents as may be reasonably requested by any other party in order to carry 
out the provisions and purposes of this Agreement. 

          14.10    GENDER.  Whenever the pronouns "he" or "his" are used 
herein they shall also be deemed to mean "she" or "hers" or "it" or "its" 
whenever applicable.  Words in the singular shall be read and construed as 
though in the plural and words in the plural shall be construed as though in 
the singular in all cases where they would so apply. 

          14.11    NOTICES.  Any notice or other communication to be given 
hereunder by any party to any other party shall be in writing and delivered 
in person or by courier or by facsimile transmission or by mail, postage 
prepaid, as follows: 

                  (a)  if to the Company, to MSC Holdings, Inc., Suite 1000, 
    1800 Century Park East, Los Angeles, CA 90067, Attention:  Chief Financial 
    Officer, Telecopier No.: (310) 277-5591 (with a copy to Gibson, Dunn & 
    Crutcher, 333 South Grand Avenue, Los Angeles, California 90071, Attention:
    Bruce D. Meyer, Esq., Telecopier No.: (213) 229-7520)), or at such other 
    place as the Company shall have designated by notice as herein provided to 
    each of the Stockholders; and 

                  (b)  if to a Stockholder, to the address of such Stockholder 
    as it appears on Exhibit A hereto, or at such other place as such 
    Stockholder shall have designated by notice as herein provided to the 
    Company. 

          14.12    COUNTERPARTS.  This Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original for all 
purposes, but all of which shall constitute but one and the same instrument. 

          14.13    DISPUTE RESOLUTION.  To the fullest extent permitted by 
law, any controversy, dispute or claim arising out of, in connection with, or 
in relation to the interpretation, performance or breach of this Agreement or 
any action taken by the Company or any Stockholder hereunder, or otherwise 
arising out of the execution or performance hereof, including any claim based 
on contract, tort or statute, shall be determined, at the request of any 

                    Holdings Stockholders Agreement
                    -------------------------------
                                  44
<PAGE>

party, by arbitration conducted in the English language in New York, New York 
or in Wilmington, Delaware, as determined by the American Arbitration 
Association in accordance with and to the extent permitted by the Delaware 
Arbitration Act and, to the extent not inconsistent therewith, the Rules for 
Large Complex Cases of the American Arbitration Association as in effect on 
the date that demand for such arbitration is filed with the American 
Arbitration Association.  The arbitrator shall be a member of the Large, 
Complex Case Panel of the American Arbitration Association.  The parties to 
the arbitration shall attempt to select an arbitrator from such members.  If 
the parties to the arbitration do not agree on the selection of an arbitrator 
within twenty (20) days after the date demand for the arbitration is filed, 
an arbitrator having such experience shall be selected in accordance with 
such Rules of the American Arbitration Association.  The arbitrator shall set 
forth his or her determination in writing (which shall be sent to each party 
to such arbitration) and shall enumerate in reasonable detail the basis of 
his or her determination.  No party to the arbitration may seek, and the 
arbitrator shall not award, punitive or exemplary damages.  To the fullest 
extent permitted by applicable law, any judgment or award rendered by the 
arbitrator shall be final, conclusive and binding. Judgment may be entered on 
any final, unappealable arbitration award by any state or federal court 
having jurisdiction thereof.  To the fullest extent permitted by applicable 
law, any controversy concerning whether a dispute is an arbitrable dispute or 
as to the interpretation or enforceability of this Section 14.13, shall be 
determined by the arbitrator. The arbitration proceedings as well as the fact 
such proceedings occur, shall be kept confidential by the Stockholders and 
may only be disclosed to their personal representatives and advisors or as 
required by law and insofar as is necessary to confirm, correct, vacate or 
enforce the award.  In the event of a breach of this provision, the 
arbitrator is expressly authorized to assess damages and each of the 
Stockholders consents to the expansion of the scope of arbitration for such 
purpose. The pendency of any arbitration under this Section 14.13 shall not 
relieve any Stockholder of its obligations under this Agreement.  To the 
fullest extent permitted by applicable law, if the Company or any Stockholder 
shall resort to legal proceedings for injunctive or other similar relief 
pending the outcome of any such arbitration proceeding or prior to the 
initiation thereof, such Person shall not be deemed to have waived its rights 
to cause such matter or any other matter to be referred to arbitration 
pursuant to this Section 14.13.  The parties intend that this agreement to 
arbitrate be valid, enforceable and irrevocable.  The designation of a situs 
or a governing law for this Agreement or the arbitration shall not be deemed 
an election to


                    Holdings Stockholders Agreement
                    -------------------------------
                                  45
<PAGE>

preclude application of the Federal Arbitration Act if it would be 
applicable.  The arbitrator shall have authority in his or her discretion to 
grant injunctive relief, award specific performance and impose sanctions upon 
any party to any such arbitration.  In his or her award, the arbitrator shall 
allocate, in his or her discretion, among the parties to the arbitration all 
costs of arbitration, including the fees and expenses of the arbitrator and 
reasonable attorneys' fees, costs and expert witness expenses of the parties.

          14.14  AUTHORITY OF UBS CAPITAL.  Each member of the UBS Group 
(other than UBS Capital) hereby authorizes and empowers UBS Capital to take 
all actions on behalf of and exercise all rights of such Person under this 
Agreement, and UBS Capital shall act as the representative of the members of 
the UBS Group for all purposes under this Agreement.

          14.15  EFFECTIVE DATE.  The effective date of this Agreement shall 
be June 28, 1995, and each reference herein to the date of this Agreement 
shall be deemed to be a reference to June 28, 1995.





                       Holdings Stockholders Agreement
                       -------------------------------
                                      46
<PAGE>

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

                                            THE COMPANY:

                                            MSC HOLDINGS, INC.



                                            By: /s/ Frederick J. Elsea, III
                                               --------------------------------
                                               Name: Frederick J. Elsea, III
                                                     --------------------------
                                               Title: Vice President
                                                     --------------------------





                       Holdings Stockholders Agreement
                       -------------------------------
                                      47
<PAGE>

                                       STOCKHOLDERS:


                                       PETROWAX EQUITY PARTNERS I L.P.


                                       By:  CENTURY CITY 1800 PARTNERS,
                                            L.P., as general partner

                                       By:  CENTURY CITY 1800 MANAGEMENT
                                            PARTNERS L.P., as general
                                            partner

                                       By:  GELPAR, INC., as general
                                            partner

                                            By: /s/ Frederick J. Elsea, III
                                               --------------------------------
                                               Name: Frederick J. Elsea, III
                                                     --------------------------
                                               Title: Vice President
                                                      -------------------------



                                       PETROWAX EQUITY PARTNERS II L.P.


                                       By:  CENTURY CITY 1800 PARTNERS,
                                            L.P., as general partner

                                       By:  CENTURY CITY 1800 MANAGEMENT
                                            PARTNERS L.P., as general
                                            partner

                                       By:  GELPAR, INC., as general
                                            partner


                                            By: /s/ Frederick J. Elsea, III
                                               --------------------------------
                                               Name: Frederick J. Elsea, III
                                                     --------------------------
                                               Title: Vice President
                                                     --------------------------




                       Holdings Stockholders Agreement
                       -------------------------------
                                      48
<PAGE>

                                       PETROWAX EQUITY PARTNERS III L.P.


                                       By:  CENTURY CITY 1800 PARTNERS,
                                            L.P., as general partner

                                       By:  CENTURY CITY 1800 MANAGEMENT
                                            PARTNERS L.P., as general
                                            partner

                                       By:  GELPAR, INC., as general
                                            partner


                                            By: /s/ Frederick J. Elsea, III
                                               --------------------------------
                                               Name: Frederick J. Elsea, III
                                                     --------------------------
                                               Title: Vice President
                                                     --------------------------



                                       PETROWAX EQUITY PARTNERS IV L.P.


                                       By:  CENTURY CITY 1800 PARTNERS,
                                            L.P., as general partner

                                       By:  CENTURY CITY 1800 MANAGEMENT
                                            PARTNERS L.P., as general
                                            partner

                                       By:  GELPAR, INC., as general
                                            partner


                                            By: /s/ Frederick J. Elsea, III
                                               --------------------------------
                                               Name: Frederick J. Elsea, III
                                                     --------------------------
                                               Title: Vice President
                                                     --------------------------












                       Holdings Stockholders Agreement
                       -------------------------------
                                      49
<PAGE>

                                              UBS CAPITAL CORPORATION


                                              By: /s/ Jeffrey J. Keenan
                                                 -------------------------------
                                                 Name: Jeffrey J. Keenan
                                                      --------------------------
                                                 Title: Managing Director
                                                       -------------------------


                                              By: /s/ Justin Maccarone
                                                 -------------------------------
                                                 Name: Justin Maccarone
                                                      --------------------------
                                                 Title: Managing Director
                                                       -------------------------














                       Holdings Stockholders Agreement
                       -------------------------------
                                      50
<PAGE>

<TABLE>
<CAPTION>
                                       EXHIBIT A
                                     STOCKHOLDERS




                                     Number and                  Number of
                                      Class of                   Shares and
                                      Shares of                   Series of
                                       Common                     Preferred
  Name and Address                      Stock                       Stock
  of Stockholder                        Owned                       Owned
  --------------                        -----                       -----
  <S>                                   <C>                         <C>

Petrowax Equity Partners I L.P.          535,715                    58,928
c/o Century City 1800 Partners L.P.      Class A                    Series B
1800 Century Park East, Suite 1000
Los Angeles, CA 90067

Petrowax Equity Partners II L.P.         142,857                    15,714
c/o Century City 1800 Partners L.P.      Class B                    Series B
1800 Century Park East, Suite 1000
Los Angeles, CA 90067

Petrowax Equity Partners III L.P.        35,714                     3,929
c/o Century City 1800 Partners L.P.      Class C                    Series B
1800 Century Park East, Suite 1000
Los Angeles, CA 90067

Petrowax Equity Partners IV L.P.         35,713                     3,929
c/o Century City 1800 Partners L.P.      Class C                    Series B
1800 Century Park East, Suite 1000
Los Angeles, CA 90067

UBS Capital Corporation                      --                     142,500
299 Park Avenue                                                     Series A
New York, New York 10171

</TABLE>
                     Exhibit A to Stockholders Agreement
                     -----------------------------------
                                     A-1
<PAGE>





                                                 Number of Shares of Class C
     Name and Address                              Common Stock Subject to
     of Warrant holder                                    Warrants
     -----------------                                    --------

UBS Capital Corporation                                   409,090
299 Park Avenue
New York, New York 10171  














                                                 Number of Shares of Class D
Name and Address                                   Common Stock Subject to
of Optionholder                                           Options
---------------                                           -------

       --                                                   --






                     Exhibit A to Stockholders Agreement
                     -----------------------------------
                                     A-2
<PAGE>



                                 EXHIBIT B
                            REGISTRATION RIGHTS

      1.   "PIGGY-BACK" REGISTRATION.

      (A)  RIGHT TO INCLUDE REGISTRABLE SECURITIES.  If the Company at any 
time proposes to effect a Qualified IPO or, following a Qualified IPO, 
proposes to register any of its equity securities under the Act (other than 
by a registration on Form S-4 or S-8 or any successor or similar forms), 
whether or not for sale for its own account, in a manner which would permit 
registration of Registrable Securities for sale to the public under the Act, 
then the Company will each such time give prompt written notice (which shall 
be at least 30 days prior to filing) to all Eligible Holders of Registrable 
Securities of its intention to do so and of such Eligible Holders' rights 
under this paragraph 1.  Upon the written request of any such Eligible Holder 
made within 20 days after the receipt of any such notice (which request shall 
specify the Registrable Securities intended to be disposed of by such 
Eligible Holder and the intended method of disposition thereof), the Company 
will use its best efforts to effect the registration under the Act of all 
Registrable Securities which the Company has been so requested to register by 
the holders thereof, to the extent requisite to permit the disposition (in 
accordance with the intended methods thereof as aforesaid) of the Registrable 
Securities so to be registered, by inclusion of such Registrable Securities 
in the registration statement which covers the securities which the Company 
proposes to register or in a separate registration statement concurrently 
filed and on terms substantially the same as those being offered to the 
Company; PROVIDED THAT if, at any time after giving written notice of its 
intention to register any securities and prior to the effective date of the 
registration statement filed in connection with such registration, the 
Company shall determine for any reason not to register or to delay 
registration of such securities, the Company may, at its election, give 
written notice of such determination to each Eligible Holder of Registrable 
Securities and, thereupon:

                      (i)  in the case of a determination not to register, shall
      be relieved of its obligation to register any Registrable Securities in
      connection with such registration (but not from its obligation to pay 
      the Registration Expenses in connection therewith),  and 

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-1
<PAGE>


                      (ii) in the case of a delay in registering, shall be 
       permitted to delay registering any Registrable Securities for the same 
       period as the delay in registering such other securities.

      (b)  PRIORITY IN "PIGGY-BACK" REGISTRATIONS.  If a registration 
pursuant to this paragraph 1 involves an underwritten offering and the 
managing underwriter advises the Company in writing that, in its opinion, the 
number of securities requested to be included in such registration exceeds 
the number which can be sold in such offering without adversely affecting the 
offering, the Company will include in such registration to the extent of the 
number which the Company is so advised can be sold in such offering without 
adversely affecting the offering, securities determined as follows:

                       (i)   first, the securities proposed by the Company to 
        be sold for its own account,

                      (ii)   second, any Registrable Securities requested to be 
        included in such registration pro rata among the holders thereof 
        requesting such registration on the basis of the number of shares of 
        such securities requested to be included by such holders, and

                     (iii)   third, any other securities of the Company proposed
        to be included in such registration statement in accordance with the 
        priorities, if any, then existing among the holders of such securities.

        2.   DEMAND REGISTRATION RIGHT OF UBS.

        (a)  RIGHT TO REQUIRE REGISTRATION.  At any time after the earlier of 
(a) the date 7 years after the date of this Agreement and (b) the date 9 
months following a Qualified IPO, UBS Capital shall have the right to require 
the Company to file a registration statement under the Securities Act (and 
the UBS Permitted Transferees shall have the right to participate in such a 
registration) for a public offering of all or any portion of the shares of 
Series A Preferred Stock held by the UBS Group when such right is exercised, 
or all or any portion of the shares of Common Stock either held by the UBS 
Group when such right is exercised or for which Warrants held by the UBS 
Group when such right is exercised are exercisable and/or convertible, or all 
or any portion of both such shares of Series A Preferred Stock and such 
shares of Common Stock (such shares subject to the demand, the "Registration 
Demand

                  Exhibit B to Stockholders Agreement
                  -----------------------------------
                                 B-2
<PAGE>

Securities"), subject to the provisions of this paragraph 2. The demand 
registration rights granted to the UBS Group in this paragraph 2 are subject 
to the following limitations: (i) UBS Capital (on behalf of the UBS Group) 
may make a demand under this paragraph 2 only two (2) times (each, a "Demand 
Registration"); (ii) the Company shall not be obligated to cause any 
registration statement filed under this paragraph 2 to be declared effective 
less than six months after the effective date of the most recent registration 
statement filed by the Company on its own behalf or for the benefit of the 
Originating Partnership Group pursuant to Section 3; (iii) the managing 
underwriter of any such offering shall be a recognized investment banking 
firm selected by UBS Capital and approved by the Company (which approval 
shall not be unreasonably withheld); (iv) notwithstanding the giving of 
notice by UBS Capital of the exercise of its right to require registration 
under this paragraph 2, the Company may elect to convert such registration 
into a registration of shares for sale by the Company pursuant to paragraph 1 
hereof by providing notice to the Stockholders in accordance with paragraph 
1, and in such event the provisions of paragraph 1 shall apply to such 
registration rather than the provisions of this paragraph 2 and such 
registration shall not count as a Demand Registration; (v) the Company shall 
have the right exercisable only one (1) time per each request for a demand 
registration to postpone for up to six months any registration requested 
pursuant to this paragraph 2 if, in the opinion of the Board, such 
registration would interfere with any material transaction then being pursued 
by the Company or any strategic plan or material business plan adopted by the 
Company in advance of the registration demand; (vi) notwithstanding any other 
provision hereof, UBS Capital shall have the right to transfer one or both of 
its Demand Registrations in connection with a transfer of at least 50% of the 
Shares owned by it at any time, each such transfer to be subject to the 
approval of the Company, such approval not to be unreasonably withheld; and 
(vii) any demand under this paragraph 2 shall be for a firm commitment 
underwritten offering, with respect to which the Company shall be required to 
maintain an effective registration statement for a maximum of 30 days.

      (b)  NOTICE OF EXERCISE OF DEMAND REGISTRATION RIGHT; PARTICIPATION 
RIGHTS.  UBS Capital shall provide written notice to the Company of the 
registration demand (which notice shall state the number of shares of Common 
Stock and Series A Preferred Stock the UBS Group desires the Company to 
register and the intended method of disposition of such securities), and the 
Company promptly shall provide written notice of such demand to all of the 
other Stockholders and all of the Stockholders then will have the

             Exhibit B to Stockholders Agreement
             -----------------------------------
                             B-3
<PAGE>

opportunity to include in the offering shares of Common Stock or 
Preferred Stock of any series then owned by (or issuable, upon exercise 
and/or conversion of other securities, to) such Stockholders, but in each 
case only to the extent permitted by paragraph 2.3 below.  In addition, 
subject to paragraph 2.3 below, the Company may elect to include in any 
registration statement and offering pursuant to this paragraph 2 newly issued 
shares of Common Stock and Preferred Stock.  Solely for purposes of 
paragraphs 3 through 9 below, any securities registered pursuant to this 
paragraph 2 shall be deemed to be Registrable Securities.

     (c)  PRIORITY.  Notwithstanding the foregoing, if the registration 
pursuant to this paragraph 2 involves an underwritten offering and the 
managing underwriter advises the Company or UBS Capital in writing that the 
number of shares of Common Stock or Preferred Stock desired to be offered by 
the Company or Stockholders other than the UBS Group together with the 
Registration Demand Securities of the UBS Group exceeds the maximum number of 
such shares which the managing underwriter considers, in good faith, to be 
appropriate based on market conditions and other relevant factors (including, 
without limitation, pricing) (the "Maximum Number"), then the securities 
proposed to be included by Stockholders other than the UBS Group or the 
Originating Partnership Group (the "Other Sellers") shall be excluded from 
such registration before any such securities of the UBS Group, the 
Originating Partnership Group or the Company shall be excluded.  If, and to 
the extent that, after the exclusion of the securities proposed to be 
included by the Other Sellers, the number of securities proposed to be 
included by the UBS Group, the Originating Partnership Group and the Company 
exceeds the Maximum Number, such securities to be included on behalf of the 
Company shall be excluded.  If, and to the extent that, after the exclusion 
of the securities proposed to be included by the Other Sellers and the 
Company, the number of such securities proposed to be included by the UBS 
Group and the Originating Partnership Group exceeds the Maximum Number, the 
UBS Group and the Originating Partnership Group shall be entitled to sell a 
number of shares of such securities equal to the Maximum Number and such 
Maximum Number shall be allocated among the UBS Group and the Originating 
Partnership Group, in the case of shares of Common Stock, according to the 
UBS Group's and the Originating Partnership Group's Pro Rata share of the 
Common Stock held by the UBS Group and the Originating Partnership Group, 
and, in the case of shares of Preferred Stock, based on the relative 
aggregate redemption value of the shares of Preferred Stock held by the UBS 
Group and the Originating Partnership Group.  Each of the UBS Group, the 
Originating Partnership Group, the Other Sellers and the Company (in the

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-4
<PAGE>

event that any securities are to be offered by the Company) may withdraw from 
any demand registration pursuant to this paragraph 2 by giving written notice 
to the Company prior to the filing date of such registration statement and, 
in the event of a withdrawal by the UBS Group, such withdrawn Demand 
Registration shall not be deemed to be a Demand Registration counting against 
the maximum of two Demand Registrations set forth in paragraph 2(a) if (i) 
the UBS Group pays or promptly reimburses the Company for all Registration 
Expenses incurred by the Company in connection with such withdrawn Demand 
Registration or (ii) a registration statement with respect to a Qualified IPO 
is filed by the Company with the Commission within 90 days after such 
withdrawal.

     (d)  COOPERATION.  If so requested by the managing underwriter of any 
offering of Common Stock and/or Preferred Stock pursuant to paragraph 1 or 
this paragraph 2, each of the Stockholders and the Company shall agree not to 
sell any such securities (other than shares to be sold in such offering) for 
a period of seven days prior to and up to 180 days after the effective date 
of the registration statement filed with respect to such offering, except for 
sales by the Company pursuant to registrations on Form S-4 or S-8 or any 
successor or similar forms thereto.

     3.   DEMAND REGISTRATION RIGHTS OF ORIGINATING PARTNERSHIPS.

     (a)  RIGHT TO REQUIRE REGISTRATION.  At any time after the earlier of 
(a) the date 7 years after the date of this Agreement and (b) the date 9 
months following a Qualified IPO, either of the Originating Partnerships, 
provided that such Originating Partnership is then a Stockholder, shall have 
the right to require the Company to file a registration statement under the 
Securities Act (and the other Originating Partnership and their respective 
Permitted Transferees shall have the right to participate in such 
registration) for a public offering of all or any portion of the shares of 
Series B Preferred Stock held by the Originating Partnership Group when such 
right is exercised, or all or any portion of the shares of Common Stock held 
by the Originating Partnership Group when such right is exercised, or all or 
any portion of both such shares of Series B Preferred Stock and such shares 
of Common Stock (such shares subject to the demand, the "Registration Demand 
Securities"), subject to the provisions of this paragraph 3.  The demand 
registration rights granted to the Originating Partnership Group in this 
paragraph 3 are subject to the following limitations:  (i) the Originating 
Partnerships (on behalf of the Originating Partnership Group) may make a 
demand under this paragraph 3 only two (2)

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-5
<PAGE>

times (each, a "Demand Registration"); (ii) the Company shall not be 
obligated to cause any registration statement filed under this paragraph 3 to 
be declared effective less than six months after the effective date of the 
most recent registration statement filed by the Company on its own behalf or 
for the benefit of the UBS Group pursuant to Section 2; (iii) the managing 
underwriter of any such offering shall be a recognized investment banking 
firm selected by the Originating Partnerships and approved by the Company 
(which approval shall not be unreasonably withheld); (iv) notwithstanding the 
giving of notice by either of the Originating Partnerships of the exercise of 
its right to require registration under this paragraph 3, the Company may 
elect to convert such registration into a registration of shares for sale by 
the Company pursuant to paragraph 1 hereof by providing notice to the 
Stockholders in accordance with paragraph 1, and in such event the provisions 
of paragraph 1 shall apply to such registration rather than the provisions of 
this paragraph 3 and such registration shall not count as a Demand 
Registration; (v) the Company shall have the right exercisable only one (1) 
time per each request for a demand registration to postpone for up to six 
months any registration requested pursuant to this paragraph 3 if, in the 
opinion of the Board, such registration would interfere with any material 
transaction then being pursued by the Company or any strategic plan or 
material business plan adopted by the Company in advance of the registration 
demand; (vi) notwithstanding any other provision hereof, the Originating 
Partnerships shall have the right to transfer one or both of their Demand 
Registrations in connection with a transfer of at least 50% of the Shares 
owned by them at any time, each such transfer to be subject to the approval 
of the Company, such approval not to be unreasonably withheld; and (vii) any 
demand under this paragraph 2 shall be for a firm commitment underwritten 
offering, with respect to which the Company shall be required to maintain an 
effective registration statement for a maximum of 30 days.

     (b)  NOTICE OF EXERCISE OF DEMAND REGISTRATION RIGHT; PARTICIPATION 
RIGHTS.  The Originating Partnership making a demand for registration shall 
provide written notice to the Company and the other members of the 
Originating Partnership Group of the registration demand (which notice shall 
state the number of shares of Common Stock and Series B Preferred Stock such 
Originating Partnership desires the Company to register and the intended 
method of disposition of such Shares).  For a period of 10 Business Days 
following the delivery of such notice to the other members of the Originating 
Partnership Group, the other members of the Originating Partnership Group may 
elect to participate in the demand registration by delivery of

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-6
<PAGE>

written notice thereof to the Company and the Originating Partnership making 
the demand for registration (which notice shall state the number of shares of 
Common Stock and Series B Preferred Stock that such Person desires the 
Company to register and the intended method of disposition of such Shares).  
In addition, the Company promptly shall provide written notice of such demand 
to all of the other Stockholders and all of the Stockholders then will have 
the opportunity to include in the offering shares of Common Stock or 
Preferred Stock of any series then owned by (or issuable, upon exercise 
and/or conversion of other securities, to) such Stockholders, but in each 
case only to the extent permitted by paragraph 2.3 below.  In addition, 
subject to paragraph 2.3 below, the Company may elect to include in any 
registration statement and offering pursuant to this paragraph 2 newly issued 
shares of Common Stock and Preferred Stock.  Solely for purposes of 
paragraphs 3 through 9 below, any securities registered pursuant to this 
paragraph 2 shall be deemed to be Registrable Securities.

     (c)  PRIORITY.  Notwithstanding the foregoing, if the registration 
pursuant to this paragraph 2 involves an underwritten offering and the 
managing underwriter advises the Company or the Originating Partnerships in 
writing that the number of shares of Common Stock or Preferred Stock desired 
to be offered by the Company or Stockholders other than the Originating 
Partnership Group together with the Registration Demand Shares of the 
Originating Partnership Group exceeds the maximum number of such shares which 
the managing underwriter considers, in good faith, to be appropriate based on 
market conditions and other relevant factors (including, without limitation, 
pricing) (the "Maximum Number"), then the securities proposed to be 
included by Stockholders other than the Originating Partnership Group or the 
UBS Group (the "Other Sellers") shall be excluded from such registration 
before any such Shares of the Originating Partnership Group, the UBS Group or 
the Company shall be excluded.  If, and to the extent that, after the 
exclusion of the securities proposed to be included by the Other Sellers, the 
number of securities proposed to be included by the Originating Partnership 
Group, the UBS Group and the Company exceeds the Maximum Number, such 
securities to be included on behalf of the Company shall be excluded.  If, 
and to the extent that, after the exclusion of the securities proposed to be 
included by the Other Sellers and the Company, the number of such securities 
proposed to be included by the Originating Partnership Group and the UBS 
Group exceeds the Maximum Number, the Originating Partnership Group and the 
UBS Group shall be entitled to sell a number of shares of such securities 
equal to the Maximum Number and such Maximum Number shall be allocated among 
the Originating Partnership

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-7
<PAGE>

Group and the UBS Group, in the case of shares of Common Stock, according to 
the Originating Partnership Group's and the UBS Group's Pro Rata share of the 
Common Stock held by the Originating Partnership Group and the UBS Group, 
and, in the case of shares of Preferred Stock, based on the relative 
aggregate redemption value of the shares of Preferred Stock held by each of 
the Originating Partnership Group and the UBS Group.  Each of the Originating 
Partnership Group, the UBS Group, the Other Sellers and the Company (in the 
event that any securities are to be offered by the Company) may withdraw from 
any demand registration pursuant to this paragraph 3 by giving written notice 
to the Company prior to the filing date of such registration statement and, 
in the event of a withdrawal by the Originating Partnership Group, such 
withdrawn Demand Registration shall not be deemed to be a Demand Registration 
counting against the maximum of two Demand Registrations set forth in 
paragraph 3(a) if (i) the Originating Partnership Group pays or promptly 
reimburses the Company for all Registration Expenses incurred by the Company 
in connection with such withdrawn Demand Registration or (ii) a registration 
statement with respect to a Qualified IPO is filed by the Company with the 
Commission within 90 days after such withdrawal.

    (d)  COOPERATION.  If so requested by the managing underwriter of any 
offering of Common Stock and/or Preferred Stock pursuant to paragraph 1 or 
this paragraph 3, each of the Stockholders and the Company shall agree not to 
sell any such securities (other than shares to be sold in such offering) for 
a period of seven days prior to and up to 180 days after the effective date 
of the registration statement filed with respect to such offering, except for 
sales by the Company pursuant to registrations on Form S-4 or S-8 or any 
successor or similar forms thereto.

     4.   REGISTRATION PROCEDURES.  If and whenever the Company is required 
to use its best efforts to effect the registration of any Registrable 
Securities under the Act as provided in paragraphs 1, 2 and 3, the Company 
will as expeditiously as possible (and, in any event, within 90 days), 
subject to the terms and conditions of paragraphs 1, 2 or 3, as applicable:

     (a)  prepare and file with the Commission the requisite registration 
statement to effect such registration and use its best efforts to cause such 
registration statement to become effective; PROVIDED, HOWEVER, that the 
Company may discontinue any registration of its securities which are not 
Registrable Securities at any time prior to the effective date of the 
registration statement relating thereto;

                       Exhibit B to Stockholders Agreement
                       -----------------------------------
                                      B-8
<PAGE>

    (b)  prepare and file with the Commission such amendments and supplements 
to such registration statement and the prospectus used in connection 
therewith as may be necessary to keep such registration statement effective 
and to comply with the provisions of the Act with respect to the disposition 
of all securities covered by such registration statement until the earlier of 
such time as all of such securities have been disposed of in accordance with 
the intended methods of disposition by the seller or sellers thereof set 
forth in such registration statement or the expiration of 90 days after such 
registration statement becomes effective; PROVIDED that if less than all the 
Registrable Securities are withdrawn from registration after the expiration 
of such period, the shares so withdrawn shall be allocated PRO RATA among the 
holders thereof on the basis of the respective numbers of Registrable 
Securities held by them included in such registration, PROVIDED, FURTHER, 
that in connection with any demand registration pursuant to Section 2 or 3, 
if the Company fails to keep such registration statement effective for such 
period, such registration shall be deemed not to constitute a Demand 
Registration;

    (c)  furnish to each seller of Registrable Securities covered by such 
registration statement such number of conformed copies of such registration 
statement and of each such amendment and supplement thereto (in each case 
including all exhibits), such number of copies of the prospectus contained in 
such registration statement (including each preliminary prospectus and any 
summary prospectus) and any other prospectus filed under Rule 424 under the 
Act, in conformity with the requirements of the Act, and such other 
documents, as such seller may reasonably request;

    (d)  use its best efforts to register or qualify all Registrable 
Securities and other securities covered by such registration statement under 
such securities or blue sky laws of such jurisdictions as each seller thereof 
shall reasonably request, to keep such registration or qualification in 
effect for so long as such registration statement remains in effect, and take 
any other action which may be reasonably necessary or advisable to enable 
such seller to consummate the disposition in such jurisdictions of the 
securities owned by such seller, except that the Company shall not for any 
such purpose be required to:

         (i)  qualify generally to do business as a foreign corporation in any 
    jurisdiction wherein it would not but for the requirements of this 
    subdivision (d) be obligated to be so qualified,


                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                      B-9
<PAGE>

         (ii)  subject itself to taxation in any such jurisdiction, or

         (iii)  consent to general service of process in any such jurisdiction;

    (e)  use its best efforts to cause all Registrable Securities covered by 
such registration statement to be registered with or approved by such other 
governmental agencies or authorities as may be necessary to enable the seller 
or sellers thereof to consummate the disposition of such Registrable 
Securities;

    (f)  furnish to each seller of Registrable Securities covered by such 
registration statement a signed counterpart, addressed to such seller (and 
the underwriters, if any), of:

         (i)  an opinion of counsel for the Company, dated the effective date 
    of such registration statement (or, if such registration includes an 
    underwritten public offering, an opinion of counsel for the Company dated 
    the date of the closing under the underwriting agreement), reasonably 
    satisfactory in form and substance to such seller, and

         (ii)  a "comfort" letter, dated the effective date of such 
    registration statement (and, if such registration includes an underwritten 
    public offering, a "comfort" letter dated the date of the closing under the 
    underwriting agreement), signed by the independent public accountants who 
    have certified the Company's financial statements included in such 
    registration statement,

covering substantially the same matters with respect to such registration 
statement (and the prospectus included therein) and, in the case of the 
accountants' letter, with respect to events subsequent to the date of such 
financial statement, as are customarily covered in opinions of issuer's 
counsel and in accountants' letters delivered to the underwriters in 
underwritten public offerings of securities and, in the case of the 
accountants' letter, such other financial matters as such seller or such 
holder (or the underwriters, if any) may reasonably request;

    (g)  immediately notify each holder of Registrable Securities covered by 
such registration statement, at any time when a prospectus relating thereto 
is required to be delivered under the Act, of the happening of any event or 


                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                      B-10
<PAGE>

the existence of any condition as a result of which the prospectus included 
in such registration statement, as then in effect, includes an untrue 
statement of a material fact or omits to state any material fact required to 
be stated therein or necessary to make the statements therein not misleading 
in the light of the circumstances under which they were made, or if in the 
opinion of counsel for the Company it is necessary to supplement or amend 
such prospectus to comply with law and, at the request of any such holder 
promptly prepare and furnish to such holder a reasonable number of copies of 
a supplement to or an amendment of such prospectus as may be necessary so 
that, as thereafter delivered to the purchasers of such securities, such 
prospectus shall not include an untrue statement of a material fact or omit 
to state a material fact required to be stated therein or necessary to make 
the statements therein not misleading in light of the circumstances under 
which they were made or such prospectus, as supplemented or amended, shall 
comply with law;

    (h)  otherwise use its best efforts to comply with all applicable rules 
and regulations of the Commission, and make available to its security 
holders, as soon as reasonably practicable, an earnings statement covering 
the period of at least twelve months, but not more than eighteen months, 
beginning with the first full calendar month after the effective date of such 
registration statement, which earnings statement shall satisfy the provisions 
of Section 11(a) of the Act and the rules and regulations of the Commission 
thereunder, and not file any amendment or supplement to such registration 
statement or prospectus to which any such seller of Registrable Securities 
covered by such registration statement shall have reasonably objected on the 
grounds that such amendment or supplement does not comply in all material 
respects with the requirements of the Act or of the rules or regulations 
thereunder, having been furnished with a copy thereof at least five business 
days prior to the filing thereof;

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

    (j)  use its best efforts to list all Registrable Securities covered by 
such registration statement on any securities exchange on which any of the 
Registrable Securities are then listed; and

    (k)  pay all Registration Expenses relating to any registration pursuant 
to paragraphs 1, 2 and 3 hereof.


                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                      B-11
<PAGE>

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

    Each holder of Registrable Securities agrees by acquisition of such 
Registrable Securities as follows:

         (A)  that upon receipt of any notice from the Company of the happening 
    of any event of the kind described in subdivision (g) of this paragraph 4, 
    such holder will forthwith discontinue such holder's disposition of 
    Registrable Securities pursuant to the registration statement relating to 
    such Registrable Securities until such holder's receipt of the copies of the
    supplemented or amended prospectus contemplated by subdivision (g) of this 
    paragraph 4 and, if so directed by the Company, will deliver to the Company 
    (at the Company's expense) all copies, other than permanent file copies, 
    then in such holder's possession of the prospectus relating to such 
    Registrable Securities current at the time of receipt of such notice, and

         (B)  that it will immediately notify the Company, at any time when a 
    prospectus relating to the registration of such Registrable Securities is 
    required to be delivered under the Act, of the happening of any event as a 
    result of which information previously furnished by such holder to the 
    Company in writing for inclusion in such prospectus contains an untrue 
    statement of a material fact or omits to state any material fact required 
    to be stated therein or necessary to make the statements therein not 
    misleading in the light of the circumstances under which they were made.

In the event the Company or any such holder shall give any such notice, the 
period referred to in subdivision (b) of this paragraph 2 shall be extended 
by a number of days equal to the number of days during the period from and 
including the giving of notice pursuant to subdivision (g) of this paragraph 
4 to and including the date when each seller of any Registrable Securities 
covered by such registration statement shall have received the copies of the 
supplemented or amended prospectus contemplated by subdivision (g) of this 
paragraph 4.


                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                      B-12
<PAGE>

    5.  UNDERWRITTEN OFFERINGS.

    (a)  UNDERWRITING AGREEMENT.  If the Company at any time proposes to 
register any of its securities under the Act as contemplated by paragraphs 1, 
2 or 3 and such securities are to be distributed by or through one or more 
underwriters, the Company will, subject to the provisions of subdivision (b) 
of paragraph 1, use its best efforts to arrange for such underwriters to 
include the Registrable Securities to be offered and sold by such holder 
among the securities to be distributed by such underwriters, and each holder 
of Registrable Securities agrees, by acquisition of such Registrable 
Securities, that all Registrable Securities of such holder to be included in 
such registration shall be distributed and sold through such underwriters.  
The holders of Registrable Securities to be distributed by such underwriters 
shall be parties to the underwriting agreement between the Company and such 
underwriters and may, at their option, require that any or all of the 
representations and warranties by, and the other agreements on the part of, 
the Company to and for the benefit of such underwriters shall also be made to 
and for the benefit of such holders of Registrable Securities and that any or 
all of the conditions precedent to the obligations of such underwriters shall 
also be made to and for the benefit of such holders of Registrable 
Securities.  No holder of Registrable Securities shall be required to make 
any representations or warranties to or agreements with the Company or the 
underwriters other than representations, warranties or agreements regarding 
such holder and such holder's intended method of distribution and any other 
representation required by law.

    (b)  SELECTION OF UNDERWRITERS.

         (i)  Subject to subsection (ii) of this Section 5(b), the selection of 
    the underwriter or underwriters for the public offering to be made pursuant 
    to a registration statement filed under paragraphs 1 above shall be made by 
    the Company, in its sole discretion, from amongst underwriting firms of 
    national reputation.

         (ii)  With respect to any proposed initial public offering ("IPO") by 
    the Company, promptly after the determination by the Company to consider 
    undertaking such an IPO, the Company shall notify UBS Capital in writing of 
    such determination.  UBS Capital shall have the right to propose two (2) 
    underwriting firms of national reputation (the "Proposed Underwriters") for 
    such IPO by written notice to the Company delivered within 15 days of 
    receipt of the Company's notice.  The Company shall be obligated to 


                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                      B-13
<PAGE>

    interview the Proposed Underwriters in good faith for purposes of 
    considering engaging either or both of the Proposed Underwriters for such 
    IPO.  If the Company elects not to enter into a binding engagement letter 
    with one or both of the Proposed Underwriters, it may proceed with such 
    IPO free of the obligations of this Section 5(b)(ii), PROVIDED, that the 
    closing under the underwriting agreement with respect to such IPO must 
    occur within one (1) year from the date of the Company's original notice 
    to UBS Capital, otherwise such IPO shall again be subject to this Section 
    5(b)(ii).

    6.   PREPARATION; REASONABLE INVESTIGATION.  In connection with the 
preparation and filing of each registration statement under the Act, the 
Company will give the holders of Registrable Securities registered under such 
registration statement, their underwriters, if any, and their respective 
counsel and accountants, the opportunity to participate in the preparation of 
such registration statement, each prospectus included therein or filed with 
the Commission, and each amendment thereof or supplement thereto, and will 
give each of them such access to its books and records and such opportunities 
to discuss the business, finances and accounts of the Company and its 
subsidiaries with its officers, directors and the independent public 
accountants who have certified its financial statements as shall be 
necessary, in the opinion of such holders' and such underwriters' respective 
counsel, to conduct a reasonable investigation within the meaning of the Act.

    7.   CERTAIN RIGHTS OF HOLDERS.  The Company will not file any 
registration statement under the Act which refers to any holder of 
Registrable Securities by name or otherwise as the holder of any securities 
of the Company, unless it shall first have given such holder the right to 
require:

     (a)  the insertion therein of language, in form and substance 
satisfactory to such holder, to the effect that, in the opinion of such 
holder, the holding by such holder of such securities does not make such 
holder a "controlling person" of the Company within the meaning of the Act 
and is not to be construed as a recommendation by such holder of the 
investment quality of the Company's securities covered thereby and that such 
holding does not imply that such holder will assist in meeting any future 
financial requirements of the Company, or

     (b)  in the event that such reference to such holder by name or otherwise 
is not required by the Act or 


                    Exhibit B to Stockholders Agreement
                    -----------------------------------
                                     B-14
<PAGE>

any rules and regulations promulgated thereunder, the deletion of the 
reference to such holder.

    8.   INDEMNIFICATION.

    (a)  INDEMNIFICATION BY THE COMPANY.  In the event of any registration of 
any securities of the Company under the Act, the Company will, and hereby 
does, indemnify and hold harmless the seller of any Registrable Securities 
covered by any registration statement filed pursuant to paragraph 1, 2 or 3, 
its directors, officers, partners, employees, agents and investment advisors, 
each other Person who participates as an underwriter in the offering or sale 
of such securities and each other Person, if any, who controls such seller or 
any such underwriter within the meaning of either Section 15 of the Act or 
Section 20 of the Exchange Act, from and against any losses, claims, damages 
or liabilities, joint or several (or actions or proceedings, whether 
commenced or threatened, in respect thereof) (collectively, "Claims"), to 
which such seller or any such director or officer or employee or agent or 
investment advisor or underwriter or controlling person may become subject 
under either Section 15 of the Act or Section 20 of the Exchange Act or 
otherwise, insofar as such Claims arise out of or are based upon any untrue 
statement or alleged untrue statement of any material fact contained in any 
registration statement under which such securities were registered under the 
Act, any preliminary prospectus, final prospectus or summary prospectus 
contained therein, or any amendment or supplement thereto (if used during the 
period the Company is required to keep the registration statement current) 
(collectively, "Registration Documents"), or any omission or alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading in light of the 
circumstances in which made, or any violation by the Company of the Act or 
any state securities law, or any rule or regulation promulgated under the Act 
or any state securities law, or any other law applicable to the Company 
relating to any such registration or qualification, and the Company will 
reimburse such seller and each such director, officer, employee, agent, 
investment advisor, underwriter and controlling person for any legal or any 
other expenses reasonably incurred by them in connection with investigating 
or defending any such Claim; PROVIDED that the Company shall not be liable in 
any such case to the extent that any such Claim or expense arises out of or 
is based upon an untrue statement or alleged untrue statement or omission or 
alleged omission made in any such Registration Document in reliance upon and 
in conformity with written information furnished to the Company through an 
instrument duly executed by such seller stating that it is for use in the 
preparation

                        Exhibit B to Stockholders Agreement
                        -----------------------------------
                                     B-15
<PAGE>

thereof; PROVIDED FURTHER that the Company shall not be liable to any Person 
who participates as an underwriter in the offering or sale of Registrable 
Securities or any other Person, if any, who controls such underwriter within 
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act 
in any such case to the extent that any such Claim, or expense arises out of 
such Person's failure to send or give a copy of the final prospectus to the 
Person claiming an untrue statement or alleged untrue statement or omission 
or alleged omission at or prior to the written confirmation of the sale of 
Registrable Securities to such Person if such statement or omission was 
corrected in such final prospectus.  Such indemnity shall remain in full 
force and effect regardless of any investigation made by or on behalf of such 
seller or any such director, officer, employee, agent, investment advisor, 
partner, underwriter or controlling person and shall survive the transfer of 
such securities by such seller.

    (b)  INDEMNIFICATION BY THE SELLERS.  The Company may require, as a 
condition to including any Registrable Securities in any registration 
statement filed pursuant to paragraphs 1, 2 or 3, that the Company shall have 
received an undertaking satisfactory to it from the prospective seller of 
such securities, to indemnify and hold harmless (in the same manner and to 
the same extent as set forth in subdivision (a) of this paragraph 8) the 
Company, each director of the Company, each officer of the Company and each 
other person, if any, who controls the Company within the meaning of either 
Section 15 of the Act or Section 20 of the Exchange Act, with respect to any 
statement or alleged statement or omission or alleged omission from such 
Registration Document, if such statement or alleged statement or omission or 
alleged omission was made in reliance upon and in conformity with written 
information furnished to the Company through an instrument duly executed by 
such seller specifically stating that it is for use in the preparation of 
such Registration Document. Notwithstanding the foregoing, in no event shall 
any selling stockholder or any director, officer, employee, agent, investment 
advisor or controlling person thereof be liable to indemnify the Company 
pursuant to this subdivision (b) of this paragraph 8 hereof in an amount in 
excess of the amount of the net proceeds of the Registrable Securities sold 
by him, her or it in any such offering.  Such indemnity shall remain in full 
force and effect regardless of any investigation made by or on behalf of the 
Company of any such director, officer or controlling person and shall survive 
the transfer of such securities by such seller.

     (c)  NOTICES OF CLAIMS, ETC.  Promptly after receipt by an indemnified 
party of notice of the

                        Exhibit B to Stockholders Agreement
                        -----------------------------------
                                      B-16
<PAGE>

commencement of any action or proceeding involving a Claim referred to 
in the preceding subdivisions of this paragraph 8, such indemnified party 
will, if a claim in respect thereof is to be made against an indemnifying 
party, give written notice to the latter of the commencement of such action; 
PROVIDED that the failure of any indemnified party to give notice as provided 
herein shall not relieve the indemnifying party of its obligations under the 
preceding subdivisions of this paragraph 8, except to the extent that the 
indemnifying party is actually prejudiced by such failure to give notice.  In 
case any such action is brought against an indemnified party, unless in such 
indemnified party's reasonable judgment a conflict of interest between such 
indemnified and indemnifying parties may exist in respect of such claim, the 
indemnifying party shall be entitled to participate in and to assume the 
defense thereof, jointly with any other indemnifying party similarly notified 
to the extent that it may wish, with counsel reasonably satisfactory to such 
indemnified party, and after notice from the indemnifying party to such 
indemnified party of its election so to assume the defense thereof, the 
indemnifying party shall not be liable to such indemnified party for any 
legal or other expenses subsequently incurred by the latter in connection 
with the defense thereof other than reasonable costs of investigation.  No 
indemnifying party shall consent to entry of any judgment or enter into any 
settlement of any pending or threatened proceeding in respect of which an 
indemnified party is or could have been a party and indemnity could have been 
sought under subdivision (a) of this paragraph 8 without the consent of the 
indemnified party which does not include as an unconditional term thereof the 
giving by the claimant or plaintiff to such indemnified party of a release 
from all liability in respect to such claim or litigation.

    (d)  OTHER INDEMNIFICATION.  Indemnification similar to that specified in 
the preceding subdivisions of this paragraph 8 (with appropriate 
modifications) shall be given by the Company and each seller of Registrable 
Securities with respect to any required registration or other qualification 
of securities under any Federal or state law or regulation of any 
governmental authority, other than the Act.  If the indemnification provided 
for in subdivision (a), (b) or (c) of this paragraph 8 is unavailable to an 
indemnified party or insufficient in respect of any losses, claims, damages 
or liabilities referred to therein, then each indemnifying party, in lieu of 
indemnifying such indemnified party thereunder, shall contribute to the 
amount paid or payable by such indemnified party as a result of such losses, 
claims, damages or liabilities (i) in such proportion as is appropriate to 
reflect the relative benefits received by the indemnifying


                        Exhibit B to Stockholders Agreement
                        -----------------------------------
                                     B-17
<PAGE>

party or parties on the one hand and the indemnified party or parties 
on the other hand from the offering of the securities or (ii) if the 
allocation provided by clause (i) above is not permitted by applicable law, 
in such proportion as is appropriate to reflect not only the relative 
benefits referred to in clause (i) above but also the relative fault of the 
indemnified party or parties on the other hand in connection with the 
statements or omissions that resulted in such losses, claims, damages or 
liabilities, as well as any other relevant equitable considerations; 
PROVIDED, HOWEVER, that in no event shall any contribution by the selling 
stockholder or any director, officer, employee, agent, investment advisor or 
controlling person thereof pursuant to this subdivision (d) of this paragraph 
8 exceed the amount of the net proceeds of the Registrable Securities sold by 
him, her or it in any such offering.

    (e)  INDEMNIFICATION PAYMENTS.  The indemnification required by this 
paragraph 8 shall be made by periodic payments of the amount thereof during 
the course of the investigation or defense, as and when bills are received or 
expense, loss, damage or liability is incurred.

     9.   ADJUSTMENT AFFECTING REGISTRABLE SECURITIES. The Company will not 
effect or permit to occur any combination or subdivision of shares which 
would adversely affect the ability of the holders of Registrable Securities 
to effect the registration of such securities in the manner contemplated by 
these registration rights provisions.

     10.  COVENANTS RELATING TO RULE 144.  At all times after the effective 
date of the registration statement under the Act of the initial underwritten 
public offering of Common Stock, and until such time as all of the 
Registrable Securities are deregistered, the Company will file reports in 
compliance with the Exchange Act and will, at its expense, forthwith upon the 
request of any holder of Restricted Securities (as defined in Rule 144 (or 
any successor provision) under the Act), deliver to such holder a 
certificate, signed by the Company's principal financial officer, stating:

    (a)  the Company's name, address and telephone number (including area 
code),

    (b)  the Company's Internal Revenue Service identification number,

    (c)  the Company's Commission file number,


                        Exhibit B to Stockholders Agreement
                        -----------------------------------
                                     B-18
<PAGE>

           (d)  the number of shares of Common Stock of the Company 
     outstanding as shown by the most recent report or statement published by 
     the Company, and

          (e)  whether the Company has filed the reports required to be 
     filed under the Exchange Act for a period of at least 90 days prior to 
     the date of such certificate and in addition has filed the most recent 
     annual report required to be filed thereunder.




                      Exhibit B to Stockholders Agreement
                      -----------------------------------
                                     B-19
<PAGE>

                                    EXHIBIT C

                       FORM OF AGREEMENT OF BENEFICIAL OWNER

                [FOR BENEFICIAL OWNER OF P-1, P-2, P-3 OR P-4 LIMITED
                                   PARTNERSHIPS]

     This Agreement of Beneficial Owner is made and entered into this __ day 
of _______, 199_, by ____________ (the "Beneficial Owner") to and for the 
benefit of MSC Holdings, Inc. (the "Company").

     WHEREAS, the Amended and Restated Agreement of Limited Partnership (the 
"Partnership Agreement") of Petrowax Equity Partners __ L.P. (the 
"Partnership") imposes certain restrictions on the transfer of beneficial 
interests in limited partners of the Partnership, which restrictions inure to 
the benefit of the Company and all holders of direct or indirect interests in 
the Company; and

     WHEREAS, the undersigned Beneficial Owner is a limited partner of or 
holds a beneficial interest in a limited partner of the Partnership, which is 
a shareholder of the Company, and the Beneficial Owner is, thereby, a holder 
of an indirect interest in the Company,

     NOW, THEREFORE, in consideration of the foregoing and for other good and 
valuable consideration, the Beneficial Owner agrees as follows:

     1.   Without the express written consent of the Company and UBS Capital 
Corporation (for so long as UBS Capital Corporation remains a Significant 
Stockholder), the Beneficial Owner will not transfer all or any portion of 
its Beneficial Interest prior to the Three-Year Date.

     2.   During the period commencing on the Three-Year Date and ending on 
the NOL Restriction Termination Date, the Beneficial Owner will not transfer 
more than its Transfer Allotment of its Beneficial Interest without the 
express written consent of the Company and UBS Capital Corporation (for so 
long as UBS Capital Corporation remains a Significant Stockholder).  
Notwithstanding the foregoing, transfers of Beneficial Interests by the 
Beneficial Owner, if the Beneficial Owner is an individual, to family members 
(as described in Section 382(l)(3)(A)(i) of the Code), or transfers after the 
Three-Year Date of the type described in Section 382(l)(3)(B) of the Code, 
shall be permitted, provided that (i) the Beneficial Owner provides to the 
Company an opinion of counsel, in form and substance reasonably satisfactory 
to the Company and (for so long as UBS Capital Corporation remains a 
Significant Stockholder)

                     Exhibit C to Stockholders Agreement
                     -----------------------------------
                                     C-1
<PAGE>

UBS Capital Corporation, that such transfer will be governed by Section 
382(l)(3)(A)(i) or Section 382(l)(3)(B) of the Code, as the case may be, and 
(ii) such transfer otherwise complies with the provisions of the Stockholders 
Agreement and the Partnership Agreement.

     4.   The Beneficial Owner acknowledges and agrees that any transfer of 
all or any portion of its Beneficial Interest in violation of this Agreement 
of Beneficial Owner shall be of no force or effect.

     5.   The Beneficial Owner acknowledges and agrees that the General 
Partner, at any time or from time to time, may reduce or otherwise adjust the 
Beneficial Owner's Transfer Allotment in accordance with the Partnership 
Agreement.

     6.   Capitalized terms not defined in this Agreement of Beneficial Owner 
shall have the meanings ascribed to them in the Partnership Agreement.

     IN WITNESS WHEREOF, the Beneficial Owner has executed this Agreement of 
Beneficial Owner on the year and date first set forth above.



                                       ____________________________
                                       [Beneficial Owner]



                     Exhibit C to Stockholders Agreement
                     -----------------------------------
                                     C-2
<PAGE>

         [FORM OF AGREEMENT OF BENEFICIAL OWNER FOR BENEFICIAL OWNERS
                             OF OTHER STOCKHOLDERS]

     This Agreement of Beneficial Owner is made and entered into this __ day 
of _______, 199_, by ____________ (the "Beneficial Owner") to and for the 
benefit of [Stockholder] (the "Stockholder") and MSC Holdings, Inc. (the 
"Company").

     WHEREAS, the Stockholders Agreement Among MSC Holdings, Inc. and Certain 
of its Stockholders, Optionholders and Warrantholders (the "Stockholders 
Agreement") imposes certain restrictions on the transfer of direct or 
indirect beneficial interests in stockholders, optionholders and 
warrantholders of the Company, which restrictions inure to the benefit of the 
Company and all holders of direct or indirect interests in the Company; and

     WHEREAS, the undersigned Beneficial Owner holds a beneficial interest in 
a stockholder, optionholder or warrantholder of the Company and the 
Beneficial Owner is, thereby, a holder of an indirect interest in the Company,

     NOW, THEREFORE, in consideration of the foregoing and for other good and 
valuable consideration, the Beneficial Owner agrees as follows:

     1.   Without the express written consent of the Company and UBS Capital 
Corporation (for so long as UBS Capital Corporation remains a Significant 
Stockholder), the Beneficial Owner will not transfer all or any portion of 
its Beneficial Interest prior to the Three-Year Date.

     2.   During the period commencing on the Three-Year Date and ending on 
the Restriction Termination Date, the Beneficial Owner will not transfer more 
than its Transfer Allotment of its Beneficial Interest without the express 
written consent of the Company and UBS Capital Corporation (for so long as 
UBS Capital Corporation remains a Significant Stockholder).  Notwithstanding 
the foregoing, transfers of Beneficial Interests by the Beneficial Owner, if 
the Beneficial Owner is an individual, to family members (as described in 
Section 382(l)(3)(A)(i) of the Code), or transfers after the Three-Year Date 
of the type described in Section 382(l)(3)(B) of the Code, shall be 
permitted, provided that (i) the Beneficial Owner provides to the Company an 
opinion of counsel, in form and substance reasonably satisfactory to the 
Company and (for so long as UBS Capital Corporation remains a Significant 
Stockholder) UBS Capital Corporation, that such transfer will be governed by 
Section 382(l)(3)(A)(i) or Section 382(l)(3)(B) of the Code, as the case may 
be, and (ii) such transfer otherwise complies with any applicable provisions 
of the Stockholders Agreement.


                     Exhibit C to Stockholders Agreement
                     -----------------------------------
                                     C-3
<PAGE>

     4.   The Beneficial Owner acknowledges and agrees that any transfer of 
all or any portion of its Beneficial Interest in violation of this Agreement 
of Beneficial Owner shall be of no force or effect.

     5.   The Beneficial Owner acknowledges and agrees that the Stockholder, 
at any time or from time to time, may reduce or otherwise adjust the 
Beneficial Owner's Transfer Allotment in accordance with the Stockholders 
Agreement.

     6.   Capitalized terms not defined in this Agreement of Beneficial Owner 
shall have the meanings ascribed to them in the Stockholders Agreement. IN 
WITNESS WHEREOF, the Beneficial Owner has executed this Agreement of 
Beneficial Owner on the year and date first set forth above.

                                       ____________________________
                                       [Beneficial Owner]



                     Exhibit C to Stockholders Agreement
                     -----------------------------------
                                     C-4