Exhibit 4.1

                                                                  Execution Copy

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                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                  by and among

                             NBC ACQUISITION CORP.,

                           HWH CAPITAL PARTNERS, L.P.,

                         HWH CORNHUSKER PARTNERS, L.P.,

                       WESTON PRESIDIO CAPITAL III, L.P.,

                        WESTON PRESIDIO CAPITAL IV, L.P.,

                          WPC ENTREPRENEUR FUND, L.P.,

                         WPC ENTREPRENEUR FUND II, L.P.,

                                       and

                       THE OTHER STOCKHOLDERS PARTY HERETO







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                                  July 1, 2003

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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I Restrictions on Transfer.............................................2
        1.01   Restrictions on Transfer of Shares..............................2
        1.02   Transfers During Initial Three Years............................2
        1.03   Transfers After Initial Three Years.............................2
        1.04   Management Stockholders.........................................2
        1.05   Transfers in Compliance with Law; Substitution of Transferee....3

ARTICLE II Tag-Along Right.....................................................3
        2.01   Offer...........................................................3
        2.02   Notice..........................................................3
        2.03   Rights of Other Stockholders....................................4
        2.04   Exercise of Rights by Other Stockholders........................4
        2.05   Sale to Third Party Offeror.....................................4
        2.06   Non-Application.................................................4

ARTICLE III Drag-Along RightS..................................................4
        3.01   Drag-Along Right................................................4
        3.02   Drag-Along Procedure............................................6
        3.03   Drag-Along Notice...............................................6
        3.04   Mechanics of Sale...............................................7
        3.05   Waiver of Appraisal Rights......................................7
        3.06   Voting Agreement; Proxy.........................................7
        3.07   Non-Application.................................................7

ARTICLE IV PREEMPTIVE RIGHTS...................................................8
        4.01   General.........................................................8

ARTICLE V Directors; INFORMATION RIGHTS........................................8
        5.01   Size of the Board...............................................8
        5.02   Composition of the Board; Board Committees......................8
        5.03   Election and Removal of Directors...............................9
        5.04   Decisions of the Board of Directors............................10
        5.05   Consent Rights.................................................10
        5.06   Information Rights.............................................12
        5.07   Notice of Offer................................................13

ARTICLE VI Stock Certificate Legend...........................................13
        6.01   General........................................................13

ARTICLE VII DEFINITIONS.......................................................14
        7.01   Certain Definitions............................................14
        7.02   Other Defined Terms............................................16
        7.03   HWH/Buyers.....................................................17

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ARTICLE VIII Miscellaneous....................................................17
        8.01   Termination....................................................17
        8.02   Confidentiality................................................18
        8.03   By-law Amendments..............................................18
        8.04   Notices........................................................18
        8.05   Assignment.....................................................20
        8.06   No Third Party Beneficiaries...................................20
        8.07   Severability...................................................20
        8.08   Amendment and Waiver...........................................20
        8.09   Usage..........................................................21
        8.10   Articles and Sections..........................................21
        8.11   No Strict Construction.........................................21
        8.12   Governing Law..................................................21
        8.13   Consent to Jurisdiction and Service of Process.................21
        8.14   Waiver of Jury.................................................22
        8.15   Specific Performance...........................................22
        8.16   Complete Agreement.............................................22
        8.17   Counterparts...................................................22

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                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

               THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is made as of
July 1, 2003 (this "Agreement"), by and among HWH Capital Partners, L.P., a
Delaware limited partnership ("HWH Capital"), HWH Cornhusker Partners, L.P., a
Delaware limited partnership ("HWH Cornhusker" and, together with HWH Capital,
"HWH"), Weston Presidio Capital III, L.P., a Delaware limited partnership
("Buyer 1"), Weston Presidio Capital IV, L.P., a Delaware limited partnership
("Buyer 2"), WPC Entrepreneur Fund, L.P., a Delaware limited partnership ("Buyer
3") and WPC Entrepreneur Fund II, L.P., a Delaware limited partnership ("Buyer
4"), MSD Ventures, L.P., a Delaware limited partnership (the "MSD Stockholder"),
each other party who executed the Original Stockholders Agreement (as defined
below) as a Management Stockholder and whose name is set forth on Schedule A
hereto (collectively, the "Management Stockholders," and each individually, a
"Management Stockholder") and NBC Acquisition Corp., a Delaware corporation (the
"Company"). Buyer 1, Buyer 2, Buyer 3 and Buyer 4 are collectively referred to
herein as the "Buyers," and each, a "Buyer." Unless otherwise provided herein,
capitalized terms used herein are defined in Article VII below.

                                R E C I T A L S:

               A. Concurrently with the execution of the Stock Purchase
Agreement, dated as of July 11, 2002 (the "Stock Purchase Agreement"), among
HWH, certain of the Management Stockholders and the Buyers, pursuant to which
HWH and certain of the Management Stockholders sold to the Buyers an aggregate
of 416,912 shares of Class A Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company, the Company entered into a Stockholders
Agreement, dated as of July 11, 2002 (the "Original Stockholders Agreement");

               B. Pursuant to the terms of the Agreement and Plan of Merger,
dated the date hereof (the "Merger Agreement"), among TheCampusHub.com, Inc.
("CHUB"), Nebraska Book Company, Inc. ("NBC") and the Company, CHUB will merge
with and into NBC, and NBC will be the surviving entity (the "Merger"), and the
stockholders of CHUB, including the MSD Stockholder, will receive shares of
Common Stock in connection with the Merger;

               C. In order to induce the MSD Stockholder to enter into the
Merger Agreement, the Company, HWH and the Buyers desire to amend and restate
the Stockholders Agreement;

               D. The Management Stockholders are parties to the Original
Stockholders Agreement;

               E. Section 8.08 of the Original Stockholders Agreement provides
that the Original Stockholders Agreement may be amended only in writing signed
by each of HWH, the Buyers and the Company; and


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               F. HWH, the Buyers and the Company desire to supersede and
restate in its entirety the Original Stockholders Agreement.

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

                                   ARTICLE I

                            RESTRICTIONS ON TRANSFER

               1.01  Restrictions  on Transfer of Shares.  No  Stockholder,  MSD
Stockholder or Management  Stockholder  shall sell, give,  assign,  hypothecate,
pledge,  encumber, grant a security interest in or otherwise dispose of (whether
by operation of law or otherwise)  (each a "Transfer")  any of its Shares or any
right,  title or interest  therein or  thereto,  except in  accordance  with the
provisions of this  Agreement.  Any attempt to Transfer any Shares or any rights
hereunder  in  violation  of the  preceding  sentence  shall be null and void ab
initio.

               1.02 Transfers During Initial Three Years. From August 2, 2002
(the "Closing Date") until the third anniversary thereof, and subject to the
last sentence of this Section 1.02, HWH (acting jointly) and the Buyers (acting
jointly), may each Transfer all, but not less than all, of their respective
Shares to a single third party (or a group of related third parties) in a single
transaction only with the prior written consent of the non-transferring
Stockholders, which consent shall not be unreasonably withheld; except that any
such consent may be withheld in the sole discretion of the non-transferring
Stockholders if such Transfer would result in the triggering of any "change of
control" provisions under any Indenture or any other material debt instrument to
which the Company or any Subsidiary is a party or by which it is bound. If HWH
is the transferring Stockholder, HWH shall also have the rights set forth in
Article III and any exercise of the Drag-Along Right (as defined below)
thereunder shall not require any consent of the other Stockholders under this
Section 1.02, and the Buyers shall have the rights set forth in Article II.

               1.03 Transfers After Initial Three Years. At any time after the
third anniversary of the Closing Date, (i) any Stockholder may Transfer all or a
portion of its Shares to a third party or to any Affiliate of such Stockholder
(subject to the Tag-Along Right set forth in Article II) and (ii) the MSD
Stockholder may Transfer all or a portion of its Shares to a third party or to
any Affiliate of the MSD Stockholder; provided, that the prior written consent
of the Company to the sale of any Shares that constitute less than 50% of all of
the issued and outstanding shares of Common Stock (on a fully diluted, as
converted basis) shall be required if the proposed purchaser is a Competitor.

              1.04 Management Stockholders. A Management Stockholder may
Transfer all or any portion of his Shares upon his death, to his heirs or legal
representatives, provided, that any such permitted transferees agree in writing
to be bound hereby, as "Management Stockholders," as if they were an original
party hereto.

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              1.05 Transfers in Compliance with Law; Substitution of Transferee.

               (a) Notwithstanding any other provision of this Agreement, no
Transfer may be made pursuant to Section 1.02 or 1.03 unless the Transfer
complies in all respects with (i) the applicable provisions of this Agreement
and (ii) applicable federal and state securities laws, including the Securities
Act. If reasonably requested by the Company, an opinion of counsel to such
transferring Stockholder, MSD Stockholder or Management Stockholder shall be
supplied to the Company at such Stockholder's, MSD Stockholder's or Management
Stockholder's expense, as the case may be, to the effect that such Transfer
complies with the applicable federal and state securities laws.

               (b) Notwithstanding any other provision of this Agreement, no
Transfer may be made unless the transferee has agreed in writing with HWH and
the Buyers, in form and substance reasonably satisfactory to HWH and the Buyers,
to be bound by the terms and conditions of (i) this Agreement and (ii) if such
Transfer is effected pursuant to Section 1.02 or 1.04, the Buy/Sell Agreement.
Upon becoming a party to this Agreement, the transferee of a Stockholder, MSD
Stockholder or Management Stockholder shall be substituted for, and shall enjoy
the same rights and be subject to the same obligations as, the transferring
Stockholder, MSD Stockholder or Management Stockholder under this Agreement and,
if such Transfer is effected pursuant to Section 1.02 or 1.04, the Buy/Sell
Agreement with respect to the Shares transferred to such transferee.

                                   ARTICLE II

                                 TAG-ALONG RIGHT

               2.01 Offer. If, at any time during the term hereof, any
Stockholder has received an offer from a third party (the "Third Party Offeror")
to buy for cash, securities or any combination thereof (for purposes of this
Article II, a "Third Party Offer") all or a portion of its Shares (such Shares
shall be referred to as the "Selling Stockholder's Offered Shares"), and such
Stockholder (for the purpose of this Article II, the "Selling Stockholder")
desires to accept the Third Party Offer, the non-Selling Stockholders, the MSD
Stockholder and Management Stockholders shall have the right to participate pro
rata in any sale of the Selling Stockholder's Offered Shares (the "Tag-Along
Right") to the Third Party Offeror, in accordance with the procedures set forth
in this Article II. Such Tag-Along Right shall be upon the same terms and
conditions as the Third Party Offer.

               2.02 Notice. The Selling Stockholder shall send written notice of
the Tag-Along Right (the "Tag-Along Notice") to each of the other Stockholders,
the MSD Stockholder and Management Stockholders, which notice shall state the
number of Shares included in the Selling Stockholder's Offered Shares, the
proposed purchase price per share and the nature of consideration (whether cash,
securities or a combination thereof). The Tag-Along Notice shall also state all
of the material terms and conditions of the Third Party Offer and the name of
the Third Party Offeror and shall include a copy of all writings between the
Third Party Offeror and the Selling Stockholder necessary to establish the terms
of the Third Party Offer.

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               2.03 Rights of Other Stockholders. Each Stockholder, MSD
Stockholder and Management Stockholder (other than the Selling Stockholder)
shall have the right to (i) sell, upon the terms set forth in the Third Party
Offer, that number of Shares determined by multiplying the total number of
Selling Stockholder's Offered Shares by a fraction, the numerator of which shall
be the total number of Shares held by such Stockholder, MSD Stockholder or
Management Stockholder and the denominator of which shall be the total number of
issued and outstanding shares of Common Stock, or (ii) reject the Tag-Along
Right.

               2.04 Exercise of Rights by Other Stockholders. The rights of each
of the other Stockholders, the MSD Stockholder and Management Stockholders under
Section 2.03 shall be exercisable by written notice to the Selling Stockholder,
with a copy to the Company, given within 15 days after receipt of the Tag-Along
Notice (the "Notice Period"). If any other Stockholder, MSD Stockholder or
Management Stockholder fails to respond to the Selling Stockholder within the
Notice Period, such failure shall be regarded as a rejection of the Tag-Along
Right.

               2.05 Sale to Third Party Offeror. Each Stockholder, MSD
Stockholder and Management Stockholder who accepts the Tag-Along Right may sell
its pro rata number of Shares (as determined under Section 2.03) and the Selling
Stockholder may sell a number of Shares equal to the Selling Stockholder's
Offered Shares, less the aggregate number of Shares to be sold by the other
Stockholders, the MSD Stockholder and Management Stockholders exercising their
Tag-Along Right, to the Third Party Offeror on the terms and conditions of the
Third Party Offer.

               2.06 Non-Application. The provisions of this Article II shall not
apply in connection with or as part of a registered public offering of any
securities of the Company in which any Stockholder, MSD Stockholder or
Management Stockholder participates pursuant to the Registration Rights
Agreement, or otherwise, or any Transfer of Shares pursuant to Rule 144
promulgated under the Securities Act.

                                  ARTICLE III

                                DRAG-ALONG RIGHTS

               3.01 Drag-Along Right.

               (a) Initial Three-Year Period. If, at any time from the Closing
Date until the third anniversary thereof, HWH or the Company receives an offer
from a third party (which is not an Affiliate of HWH) on an arm's length basis
to purchase all of the issued and outstanding capital stock, or all or
substantially all of the assets, of the Company (i) at a price that would result
in gross proceeds per Share (excluding any contingent, earnout or similar
payment, but including any proceeds (up to 15% of the aggregate gross proceeds


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payable to the Buyers) that may be required to be held in escrow) to the Buyers
that represent the greater of (1) a premium of at least 20% over the per Share
purchase price that would apply if the Remaining Stockholder Put (as defined in
the Buy/Sell Agreement) were to be exercised, as determined in accordance with
Section 1.04 of the Buy/Sell Agreement, as if a Buy/Sell Initiation Notice (as
defined in the Buy/Sell Agreement) had been given on the date that HWH or the
Company receives the offer from the third party, and (2) the sum of (x) the
original purchase price per Share paid by the Buyers on the Closing Date, and
(y) an amount constituting an internal rate of return of at least 10% of the
original purchase price per Share paid by the Buyers on the Closing Date,
compounded annually from the Closing Date, and (ii) for consideration consisting
of cash and/or immediately freely tradable securities of a publicly traded
company with a market capitalization of at least $1,000,000,000 (the items in
clauses (i) and (ii), collectively referred to as the "Qualifying
Consideration"), then HWH may transfer all, but not less than all, of its Shares
to such third party and shall have the right to require the MSD Stockholder, the
Management Stockholders and the other Stockholders to sell all of their Shares
on the same terms and conditions and for the same consideration per Share;
provided, however, that following notice by HWH of its intention to exercise its
rights pursuant to this Section 3.01(a), the Buyers (or their permitted
transferees under Section 1.02) shall first have the opportunity to exercise and
perfect their rights under the Buy/Sell Agreement and, upon such exercise, HWH,
the MSD Stockholder and the Management Stockholders shall be required to
exercise the Remaining Stockholder Put, unless HWH revokes its intention to
exercise its Drag-Along Right pursuant to this Section 3.01(a) (which revocation
may be made by HWH at any time prior to the closing of the Remaining Stockholder
Put). If HWH does so revoke its intention to exercise its Drag-Along Right,
within five days following notice from HWH of such revocation, the Buyers shall
have the right to revoke the Buy/Sell Initiation Notice. If HWH does not revoke
its intention to exercise its Drag-Along Right in any such instance, and the
Buyers have exercised their rights under the Buy/Sell Agreement, then HWH's
Drag-Along Right in connection with such transaction shall be subject to the
rights and obligations applicable to the exercise of the Remaining Stockholder
Put. For purposes of this Section 3.01(a) "immediately freely tradable
securities" means securities that are eligible for sale immediately under the
Securities Act of 1933, as amended, without volume or other limitations imposed
by Rule 144 or 145 thereunder, and have been listed on any national securities
exchange or other market place on which other securities of such class are then
listed or otherwise eligible for trading.

               (b) After Initial Three-Year Period. If, at any time after the
third anniversary of the Closing Date, HWH continues to own a majority of the
issued and outstanding shares of Common Stock and HWH desires to sell at least a
majority of its Shares in one transaction or a series of related transactions
(including a merger or consolidation) to a third party (which is not an
Affiliate of HWH) on an arm's length basis for Qualifying Consideration at a
price that would result in gross proceeds per Share (excluding any contingent,
earnout or similar payment, but including any proceeds (up to 15% of the
aggregate gross proceeds payable to the Buyers) that may be required to be held
in escrow) to the Buyers that represent the sum of (x) the original purchase
price per Share paid by the Buyers on the Closing Date, and (y) an amount
constituting an internal rate of return of at least 10% of the original purchase
price per Share paid by the Buyers on the Closing Date, compounded annually from
the Closing Date, then HWH shall have the right to require the MSD Stockholder,


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the Management Stockholders and the other Stockholders to sell to such third
party the same pro rata amount of their respective Shares as is being sold by
HWH on the same terms and conditions and for the same consideration per Share,
in accordance with clause (ii) of Section 3.02; provided, that as a condition to
the exercise of the Drag-Along Right during the period after the third
anniversary of the Closing Date, HWH shall have obtained, at the expense of the
Company, an opinion from a nationally-recognized investment bank mutually
acceptable to HWH and the Buyers, in the exercise of their reasonable
discretion, that the terms and conditions of the transaction (including the
amount and form of consideration) with respect to which HWH seeks to exercise
its Drag-Along Right are fair to the Stockholders, the MSD Stockholder and the
Management Stockholders from a financial point of view.

               (c) No Alteration; Consistent Terms. Notwithstanding anything to
the contrary in this Agreement, in no event shall any transaction consummated
pursuant to the Drag-Along Right provided pursuant to Section 3.01 be
consummated upon terms and conditions that are (x) in conflict with the rights
of the parties under this Agreement or the Buy/Sell Agreement, or (y) on terms
that are more onerous to the Dragged-Along Sellers than to HWH; provided, that
any transaction in which the Dragged-Along Sellers are required to bear more
than their pro rata share of any expenses of such transaction, or assume escrow
or indemnification obligations that are disproportionate to their pro rata share
of any consideration issued in such transaction, shall be deemed to be per se
more onerous. The parties acknowledge and agree that the assumption of any
escrow or indemnification obligations in connection with the consummation of a
Drag-Along Right shall in no event be deemed to be in conflict with the rights
of the parties under this Agreement.

               3.02 Drag-Along Procedure. If HWH desires to exercise its rights
pursuant to either Section 3.01(a) or 3.01(b) (the "Drag-Along Right"), HWH
shall send written notice (the "Drag-Along Notice") to the Company, the MSD
Stockholder, the Management Stockholders and the other Stockholders (the
"Dragged-Along Sellers") notifying them that (i) in the case of Section 3.01(a),
they will be required to sell all (but not less than all) of their Shares in
such sale, or (ii) in the case of Section 3.01(b), they will be required to sell
that number of their Shares (but not less than such number of their Shares) that
is equal to the product of (x) the number of Shares held by such Dragged-Along
Seller and (y) a fraction, the numerator of which is the number of Shares
proposed to be sold by HWH, and the denominator of which is the total number of
Shares owned by HWH (such number of Shares to be subject to the Drag-Along
Right, the "Drag-Along Amount").

               3.03 Drag-Along Notice. The Drag-Along Notice shall set forth (a)
the name and address of the transferee and (b) a copy of the written proposal
pursuant to which the transfer will be effected, containing all of the material
terms and conditions thereof, including (i) the number of Shares proposed to be
transferred by HWH, (ii) the percentage of the Shares being sold by HWH
vis-a-vis all the Shares owned by HWH in the case of a transfer under Section
3.01(b), (iii) the price per Share to be paid, (iv) the terms and conditions of
payment offered by the transferee, (v) whether HWH has determined to exercise


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the Drag-Along Right, (vi) if HWH has determined to exercise the Drag-Along
Right, that the transferee has been informed of the Drag-Along Right provided
for in this Article III and has agreed to purchase the applicable Drag-Along
Amount of each Dragged-Along Seller in accordance with the terms hereof, and
(vii) the date and location of and procedures for selling the Shares to the
transferee.

               3.04 Mechanics of Sale. Upon receipt of a Drag-Along Notice, each
Dragged-Along Seller receiving such notice shall be obligated to (i) sell all of
its Shares or its Drag-Along Amount, as the case may be, in the transaction
(including a sale or merger) as contemplated by the Drag-Along Notice on the
same terms and conditions as HWH and (ii) otherwise take all reasonably
necessary action to cause the consummation of such transaction, including voting
its Shares in favor of such transaction and not exercising any appraisal rights
in connection therewith. Each Dragged-Along Seller further agrees to take all
actions (including executing documents) in connection with the consummation of
the proposed transaction as may reasonably be requested of it by HWH.

               3.05 Waiver of Appraisal Rights. Each Stockholder, MSD
Stockholder and Management Stockholder hereby agrees not to demand, and hereby
waives, any and all rights to obtain payment of the fair value of its Shares
pursuant to Section 262 of the Delaware General Corporation Law or otherwise
arising in connection with the consummation of any merger (each, a "Required
Merger") in connection with which HWH has exercised its Drag-Along Rights, or in
connection with the exercise of the Remaining Stockholder Put, and the approval,
execution and delivery of any merger agreement in connection with any such
transaction.

               3.06 Voting Agreement; Proxy. Each Stockholder, MSD Stockholder
and Management Stockholder hereby agrees that, during the term of this
Agreement, at any meeting of the stockholders of the Company, however called, or
any adjournment thereof, or by written consent, such Stockholder, MSD
Stockholder or Management Stockholder shall be present (in person or by proxy)
and vote (or cause to be voted), or execute a written consent in respect of, all
of its Shares (i) in favor of ratification or approval of any merger agreement
to be entered into in connection with a Required Merger, and the consummation of
any Required Merger, and (ii) against any action or agreement that would be in
any way inconsistent or in conflict with any Required Merger. Each Stockholder
(other than the Buyers), MSD Stockholder and Management Stockholder hereby
appoints HWH as such Stockholder's, MSD Stockholder's or Management
Stockholder's attorney and proxy with full power of substitution, to vote, and
otherwise act (by written consent or otherwise) with respect to the Shares of
such Stockholder, MSD Stockholder or Management Stockholder, solely on the
matters and in the manner specified in this Section 3.06.

               3.07 Non-Application. The provisions of this Article III shall
not apply in connection with or as part of a registered public offering of any
securities of the Company in which any Stockholder, MSD Stockholder or
Management Stockholder participates pursuant to the Registration Rights
Agreement, or otherwise, or any Transfer of Shares pursuant to Rule 144
promulgated under the Securities Act.

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                                   ARTICLE IV

                                PREEMPTIVE RIGHTS

               4.01 General. The Company shall not issue any shares of Common
Stock or any Equity Securities ("Offered Shares") to any Person (other than
shares of Common Stock or any Equity Securities issued pursuant to (a) options
or shares of Common Stock issued upon the exercise of any stock options granted
under the Option Plans, (b) any stock split, stock dividend or other similar
stock recapitalization that affects all holders of shares of Common Stock
equivalently, (c) any shares of Common Stock or any Equity Securities issued
upon the exercise, conversion or exchange of any Equity Securities in accordance
with the terms thereof or (d) an acquisition, approved by the Board of
Directors, by the Company of another Person; provided, that raising equity
capital is not a significant purpose of the issuance and the prior written
consent of the Buyers shall have been obtained pursuant to Section 5.05(a)(i)
hereto, if applicable), unless the Company has offered in writing to the
Stockholders and the MSD Stockholder (the "Preemptive Notice") the right to
purchase, at the same price and on the same terms as the Offered Shares, a
portion of the Offered Shares equal to the product of (i) the total number of
Offered Shares and (ii) a fraction, the numerator of which is the number of
Shares owned by such Stockholder or the MSD Stockholder, as the case may be, and
the denominator of which is the total number of issued and outstanding shares of
Common Stock (the "Preemptive Right"). If the Offered Shares are being issued in
connection with the issuance of any other securities or the incurrence of any
debt by the Company ("Other Securities or Debt"), each Stockholder and the MSD
Stockholder, as the case may be, shall be required to purchase its proportionate
share of such Other Securities or Debt in order to exercise its Preemptive
Right. Each Stockholder and the MSD Stockholder shall have the right to accept
the offer for all or a portion of its portion of the Offered Shares as
calculated in accordance with this Article IV by written notice to the Company
within 15 days of receipt by such Stockholder or the MSD Stockholder of the
Preemptive Notice.

               4.02 Acknowledgement. The Stockholders hereby acknowledge that
the Preemptive Right shall not apply with respect to the issuance of Common
Stock in connection with the Merger, as defined in that certain Agreement and
Plan of Merger, by and among TheCampusHub.com, Inc., a Delaware corporation, the
Principal Subsidiary and the Company, dated as of July 1, 2003.

                                   ARTICLE V

                          DIRECTORS; INFORMATION RIGHTS

               5.01 Size of the Board. As of the Closing Date, and until amended
in accordance with applicable law and the certificate of incorporation and
by-laws of the Company, the number of directors constituting the entire board of
directors of the Company (the "Board") shall be seven, subject to Sections
5.02(b), (c) and (d).

               5.02 Composition of the Board; Board Committees.

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               (a) As of the Closing Date and, except as provided in Sections
5.02(b) and 5.02(c), thereafter during the term of this Agreement, the Board
shall consist of the following individuals:

                              (i) if and for so long as HWH collectively owns at
               least  45%  of the  issued  and  outstanding  Shares,  HWH  shall
               nominate four directors;

                              (ii) if and for so long as the Buyers  own, in the
               aggregate, at least 25% of the issued and outstanding Shares, the
               Buyers shall jointly nominate two directors; and

                              (iii) the chief executive officer of the Company.

               (b) If and for so long as the Buyers own, in the aggregate, 16%
or more, but less than 25%, of the issued and outstanding Shares, the Buyers
shall have the right jointly to nominate one director only. If the Buyers own,
in the aggregate, less than 16% of the issued and outstanding Shares, the Buyers
shall not have the right to nominate any directors.

               (c) If and for so long as HWH owns 35% or more, but less than
45%, of the issued and outstanding Shares, HWH shall have the right to nominate
three directors. If and for so long as HWH owns 25% or more, but less than 35%,
of the issued and outstanding Shares, HWH shall have the right to nominate two
directors. If and for so long as HWH owns 16% or more, but less than 25%, of the
issued and outstanding Shares, HWH shall have the right to nominate one director
only. If HWH owns less than 16% of the issued and outstanding Shares, HWH shall
not have the right to nominate any directors.

               (d) The Stockholders, the MSD Stockholder and the Management
Stockholders agree to take all such actions as may be necessary or appropriate
to reduce the number of directors constituting the entire Board to implement the
provisions of Sections 5.02(b) and 5.02(c).

               (e) The Stockholders agree that any committee of the Board shall
be comprised of such number of directors nominated by HWH and the Buyers,
respectively, as is approximately proportionate to the number of directors that
HWH and the Buyers have the right to nominate to the entire Board.

               5.03 Election and Removal of Directors.

               (a) Election of Directors. By written notice to the other
Stockholders, the MSD Stockholder and the Management Stockholders, prior to or
at the Company's annual stockholders' meeting, or any other meeting at which
directors of the Company are to be elected, HWH and the Buyers shall designate
nominees to the Board in accordance with their rights pursuant to Section 5.02.
At the annual stockholders' meeting, each Stockholder, MSD Stockholder and
Management Stockholder shall take all necessary or desirable action, including
the voting of its Shares, to elect the directors nominated by HWH and the
Buyers, and to elect the chief executive officer of the Company as a director.

                                       9
<PAGE>

               (b) Removal of Directors. If at any time HWH or the Buyers notify
the other of their wish to remove at any time and for any reason (or no reason)
any of the directors nominated by such Stockholders, then the Stockholders, the
MSD Stockholder and Management Stockholders shall vote all of their Shares so as
to remove such director and to replace such director with a nominee of the
relevant Stockholders, or, if applicable, shall cause their nominees on the
Board to vote in favor of the removal of such director and the appointment of
his replacement.

               5.04 Decisions of the Board of Directors. Subject to Section
5.05, all matters and decisions requiring action by the Board shall be taken by
a simple majority vote of the entire Board.

               5.05 Consent Rights.

               (a) Subject to Section 5.05(b), the following actions shall not
be taken by the Company or any Subsidiary without the prior written consent of
the Buyers:

                              (i)  any  acquisition  or  disposition  of  assets
               (including the  acquisition of shares of capital stock of another
               Person,  whether by merger,  stock  purchase or otherwise)  other
               than in the ordinary course of business or involving an amount of
               consideration  in excess of  $15,000,000  in any single  instance
               (including any series of related transactions);

                              (ii)  the  incurrence  of  any   additional   debt
               obligations  by the Company or any  Subsidiary  other than in the
               ordinary  course of business or in excess of  $15,000,000  in any
               single instance (including any series of related transactions) or
               in excess of $50,000,000 in the aggregate;

                              (iii)  the   discharge  of  the  chief   executive
               officer,  the chief  operating  officer  or the  chief  financial
               officer of the Company  other than for cause (as  determined by a
               majority of the entire Board),  and the hiring of any replacement
               thereof;

                              (iv)  changing  the  principal   business  of  the
               Company;

                              (v)  any   amendment   or   modification   of  the
               certificate  of  incorporation  or  by-laws of the  Company  that
               materially  and  adversely  affects  the rights of the Buyers set
               forth  in this  Agreement,  the  Stock  Purchase  Agreement,  the
               Buy/Sell Agreement or the Registration  Rights Agreement,  or any
               amendment or  modification  that reduces or limits the provisions
               relating to the  exculpation or  indemnification  of directors or
               officers of the Company or any amendment or  modification  of the
               certificate  of  incorporation  of the Company  that  creates any


                                       10
<PAGE>

               securities  of the  Company  which  (x)  would  impair  or render
               substantially more cumbersome the rights of the Buyers under this
               Agreement  or the  Buy/Sell  Agreement,  or (y)  provides for the
               payment of cash dividends or mandatory redemption,  in each case,
               prior to the third  anniversary  of the Closing  Date;  provided,
               that for so long as the  Buyers  have the right to  nominate  any
               director to the Board as provided in Section 5.02,  any amendment
               or  modification of the certificate of  incorporation or  by-laws
               of the Company that changes the number of  directors on the Board
               (other  than  any  amendment  or  modification  to effectuate the
               provisions  of  Section  5.02(b)  or  5.02(c))  shall  be  deemed
               automatically to so adversely affect the rights of the Buyers;

                              (vi) (1) any material transaction (provided,  that
               any transaction involving an amount, or obligations,  equal to or
               exceeding  $1,000,000  shall  be  deemed  to be per se  material)
               between the Company or any  Subsidiary,  on the one hand, and any
               Stockholder or any Affiliate of a Stockholder, on the other hand,
               that is on terms  materially less favorable than those that might
               have been reasonably obtained in a comparable transaction at such
               time from a Person which is not an Affiliate;  provided, that HWH
               shall be required to give at least 15 days advance  notice of any
               transaction  between  HWH or any of its  Affiliates  (other  than
               TheCampusHub.com,      Inc.,      a     Delaware      corporation
               ("TheCampusHub.com")),  on the one hand,  and the Company and any
               Subsidiary,  on the other hand,  or (2) any material  transaction
               between  the  Company  or any  Subsidiary,  on the one hand,  and
               TheCampusHub.com,  on the other hand,  including  but not limited
               to, (i) the making of any loan to  TheCampusHub.com,  or (ii) the
               making of any equity  investment in  TheCampusHub.com  (including
               but not  limited to  pursuant  to the  exercise  of any rights to
               purchase  additional shares of capital stock of  TheCampusHub.com
               pursuant to the Equity  Option  Agreement  described  on Schedule
               3.19  to  the  Stock  Purchase  Agreement),  provided,  that  the
               performance  by the  Company  under the  agreements  set forth on
               Schedule 3.19 to the Stock  Purchase  Agreement in  substantially
               the  manner  being  currently  performed  shall not  require  the
               consent of the Buyers, and provided,  further,  however, that the
               Company shall not be permitted to amend or modify such agreements
               between the Company and  TheCampusHub.com  without the consent of
               the Buyers;

                              (vii) any  voluntary  liquidation  of the  Company
               (except   any   such   liquidation,    dissolution,   merger   or
               consolidation   of  the  Company  in  connection   with  (x)  the
               disposition  of any assets of the Company or any  Subsidiary,  or
               (y) the  acquisition  by the Company of the assets or business of
               any other Person,  subject, in either case, to the consent rights
               in clause (i) of Section 5.05(a), if applicable);

                              (viii)  the  issuance  of any  options  to acquire
               shares of Common  Stock  pursuant  to the Option  Plans (x) which
               would cause the number of shares of Common Stock  issuable  under
               options issued  pursuant to the Option Plans to exceed the sum of
               (A) 7.5% of the issued and outstanding shares of Common Stock (on
               a fully-diluted,  as converted basis),  plus (B) the total number
               of shares of Common Stock issuable under options  permitted to be
               issued under the Option Plans as of the date hereof,  or (y) with
               an exercise  price less than the fair market  value of the shares
               of Common Stock issuable thereunder as determined by the Board;

                                       11
<PAGE>

                              (ix) the sale of all or  substantially  all of the
               assets of the Company, unless upon the prompt distribution of the
               proceeds of such sale,  the Buyers would receive  gross  proceeds
               per  Share in an  amount  at least  equal to the  minimum  amount
               required  for the  exercise  by HWH of its rights  under  Section
               3.01(a)  or  3.01(b),  as the case may be,  subject to any escrow
               permitted under such Section; or

                              (x) the  declaration  or payment of any  dividends
               on, or the  redemption  of, any securities of, the Company (other
               than the  declaration  and payment of  dividends  pro rata on the
               outstanding  shares  of Common  Stock),  or the  issuance  of any
               securities   of  the  Company   which  would   impair  or  render
               substantially  more cumbersome the rights of the Buyers under the
               Buy/Sell Agreement.

               (b) The Buyer's consent rights described in (x) clauses (i),
(ii), (iii) and (x) of Section 5.05(a) shall, subject to Section 8.01(b),
terminate on the third anniversary of the Closing Date, (y) all clauses of
Section 5.05(a) (except clause (vi)) shall terminate if the Buyers cease to own,
in the aggregate, at least 10% of the issued and outstanding Shares, and (z) all
clauses of Section 5.05(a) shall terminate on the date the Buyers cease to own,
in the aggregate, any Shares, or as otherwise contemplated by Section 8.01(b).

               5.06 Information Rights.

               (a) The Buyers shall be entitled to receive, so long as the
Buyers have the right to nominate any director to the Board as provided in
Section 5.02, copies of all documents delivered to the Board.

               (b) The Buyers shall be entitled to receive, so long as the
Buyers own, in the aggregate at least 5% of the issued and outstanding Shares,
copies of all reports and other filings filed by the Company with the Commission
pursuant to the applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder, whether the Company is required by applicable law to file any such
reports or other filings thereunder or files such reports or other filings as
required by the holders of the debt issued under any Indenture (which shall be
provided to the Buyers as soon as practicable after the filing of the same with
the Commission), except that, if the Company does not file any such reports or
other filings thereunder, the Buyers shall be entitled to receive, so long as
the Buyers own, in the aggregate at least 5% of the issued and outstanding
Shares, and the MSD Stockholder shall be entitled to receive, copies of annual
audited consolidated financial statements of the Company and the Subsidiaries
(which shall be provided to the Buyers and the MSD Stockholder within 90 days


                                       12
<PAGE>

after the end of each fiscal year of the Company), and quarterly unaudited
consolidated financial statements of the Company and the Subsidiaries (which
shall be provided to the Buyers and the MSD Stockholder within 45 days after the
end of the first three fiscal quarters of the Company).

               (c) The Buyers shall be entitled to receive, so long as the
Buyers own, in the aggregate, at least 10% of the issued and outstanding Shares,
such other information relating to the Company or any Subsidiary as any Buyer
may reasonably request which is readily available or does not require the
Company to incur any unreasonable cost or expense to obtain or make available to
such Buyer; provided, that in connection with the anticipated delivery of a
Buy/Sell Initiation Notice under the Buy/Sell Agreement, the Buyers and their
prospective lenders and financial parties shall be entitled to conduct a due
diligence investigation of reasonable and customary scope.

               5.07 Notice of Offer. If HWH or the Company receives a bona fide
offer from a third party relating to the acquisition of all of the outstanding
shares of capital stock, or all or substantially all of the assets, of the
Company, which HWH intends to pursue, HWH shall promptly, and in any event at
least 30 days prior to the consummation of such transaction, give written notice
thereof to the Buyers, which notice shall set forth (a) the identity of the
third party offeror, and (b) a summary of the material terms and conditions of
such offer. The Buyers shall keep confidential the information contained in any
such notice. In addition, from the date of receipt of such notice until the
earlier of (i) any public announcement or release of such offer, or (ii) receipt
by the Buyers of notice from HWH of HWH's decision not to pursue such offer, the
Buyers shall not acquire or dispose of any beneficial ownership of any publicly
traded securities of the Company or the Principal Subsidiary, including debt
securities issued under the Indentures, except in accordance with the terms of
Section 1.05 or Articles II and III and all applicable securities laws.

                                   ARTICLE VI

                            STOCK CERTIFICATE LEGEND

               6.01 General. A copy of this Agreement shall be filed with the
Secretary of the Company and kept with the records of the Company. Each
certificate representing Shares shall, at the option of the Company, for as long
as this Agreement is effective, bear a legend as follows:

               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. NO TRANSFER, SALE OR OTHER
               DISPOSITION OF THIS CERTIFICATE MAY BE MADE UNLESS A REGISTRATION
               STATEMENT WITH RESPECT TO THIS CERTIFICATE HAS BECOME EFFECTIVE
               UNDER SUCH ACT AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE


                                       13
<PAGE>

               NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME
               EFFECTIVE, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF
               COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
               REQUIRED. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
               COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY
               HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.

               THE SALE, GRANT, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE,
               GRANT OF A SECURITY INTEREST IN OR OTHER DISPOSITION OF THE
               SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE
               TERMS OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED
               AS OF JULY 1, 2003, AMONG THE COMPANY, HWH CAPITAL PARTNERS,
               L.P., HWH CORNHUSKER PARTNERS, L.P., WESTON PRESIDIO CAPITAL III,
               L.P., WESTON PRESIDIO CAPITAL IV, L.P., WPC ENTREPRENEUR FUND,
               L.P., WPC ENTREPRENEUR FUND II, L.P., AND THE OTHER STOCKHOLDERS
               PARTY THERETO, AS AMENDED, MODIFIED OR OTHERWISE SUPPLEMENTED
               FROM TIME TO TIME, A COPY OF WHICH MAY BE INSPECTED AT THE
               COMPANY'S PRINCIPAL OFFICE.

                                   ARTICLE VII

                                   DEFINITIONS

               7.01  Certain  Definitions.   As  used  in  this  Agreement,  the
following  terms  have the  following  meanings,  unless the  context  otherwise
requires:

               "Affiliate" of any particular Person means any other Person
controlling, controlled by or under common control with such particular Person.

               "Buy/Sell Agreement" means the Amended and Restated Buy/Sell
Agreement, dated as of even date herewith, by and among HWH, the Buyers and the
other stockholders listed on the signature pages thereto.

               "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

                                       14
<PAGE>

               "Competitor" means, as of any date, (a) any Person (other than
the Company or any of its Affiliates) (i) that directly or indirectly derived in
excess of $5,000,000 in gross revenues during any of the immediately preceding
three fiscal years of such Person from the college bookstore industry, or (ii)
which is a party to a material judicial proceeding pending against the Company
or any of its Affiliates, or (b) any Person that is entitled, directly or
indirectly, whether through ownership of stock, contract or otherwise, to elect
a majority of the board of directors or similar governing body of, or otherwise
directly or indirectly controls or is controlled by or is under direct or
indirect common control with, any Person described in clause (a). The definition
of "Competitor" shall specifically exclude any Person that would otherwise be a
Competitor as the result of a passive, indirect investment in an investment fund
or similar entity; provided, that any Transfer of Shares to such Person shall
not have a competitively adverse effect upon the Company.

               "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controls" and "controlled" have meanings correlative to the
foregoing.

               "Equity Securities" means any security exercisable for, or
convertible or exchangeable into, shares of Common Stock.

               "Indentures" means (i) the 8.75% senior subordinated notes of the
Principal Subsidiary due 2008, issued under the Indenture, dated as of February
13, 1998, between the Principal Subsidiary and The Bank of New York, as
successor, and (ii) the 10.75% senior discount debentures of the Company due
2009, issued under the Indenture, dated as of February 13, 1998, between the
Company and The Bank of New York, as successor.

               "Option Plans" means (i) the NBC Acquisition Corp. 1998
Performance Stock Option Plan, as amended, (ii) the NBC Acquisition Corp. 1998
Stock Option Plan, as amended, and (iii) any successor option plans of the
Company.

               "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental body.

               "Principal  Subsidiary"  means  Nebraska  Book  Company,  Inc., a
Kansas corporation.

               "Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement, dated as of even date herewith, by and among the
Company, HWH, the Buyers and MSD.

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

                                       15
<PAGE>

               "Shares" means, with respect to each Stockholder, MSD Stockholder
and Management Stockholder, all shares of Common Stock whether now owned or
hereafter acquired, by such Stockholder, MSD Stockholder or Management
Stockholder.

               "Stockholders" means (i) HWH Capital, (ii) HWH Cornhusker, (iii)
Buyer 1, (iv) Buyer 2, (v) Buyer 3, (vi) Buyer 4, and (vii) any permitted
transferee of HWH or the Buyers, to whom Shares are transferred in accordance
with Section 1.02 or 1.03; and the term "Stockholder" shall mean any of the
foregoing Persons, but shall expressly exclude the MSD Stockholder and the
Management Stockholders.

               "Subsidiary" means the Principal Subsidiary and any other Person,
of which at least a majority of the securities or interests having by the terms
thereof, ordinary voting power to elect at least a majority of the board of
directors or other similar governing body of such Person, that is directly or
indirectly owned or controlled by the Company or by any one or more of the
Subsidiaries or by the Company and any one or more of the Subsidiaries.

               7.02 Other Defined  Terms.  The following  capitalized  terms are
defined in the following Sections of this Agreement:


Term                                                                  Section
----                                                                  -------
Agreement........................................................    Preamble
Board............................................................    5.01
Buyer(s).........................................................    Preamble
Buyer 1..........................................................    Preamble
Buyer 2..........................................................    Preamble
Buyer 3..........................................................    Preamble
Buyer 4..........................................................    Preamble
CHUB.............................................................    Recital B
Closing Date.....................................................    1.02
Company..........................................................    Preamble
Common Stock.....................................................    Recital A
Drag-Along Amount................................................    3.02
Drag-Along Notice................................................    3.02
Drag-Along Right.................................................    3.02
Dragged-Along Sellers............................................    3.02
HWH..............................................................    Preamble
HWH Capital......................................................    Preamble
HWH Cornhusker...................................................    Preamble
Management Stockholder(s)........................................    Preamble
Merger...........................................................    Recital B
Merger Agreement.................................................    Recital B
MSD Stockholder..................................................    Preamble
NBC..............................................................    Recital B
Notice Period....................................................    2.04
Offered Shares...................................................    4.01


                                       16
<PAGE>

Original Stockholders Agreement..................................    Recital A
Other Securities or Debt.........................................    4.01
Preemptive Notice................................................    4.01
Preemptive Right.................................................    4.01
Qualifying Consideration.........................................    3.01(a)
Required Merger..................................................    3.05
Selling Stockholder..............................................    2.01
Selling Stockholder's Offered Shares.............................    2.01
Stock Purchase Agreement.........................................    Recital A
Tag-Along Notice.................................................    2.02
Tag-Along Right..................................................    2.01
TheCampusHub.com.................................................    5.05(v)(i)
Third Party Offer................................................    2.01
Third Party Offeror..............................................    2.01
Transfer.........................................................    1.01

               7.03 HWH/Buyers. Any action or decision to be made or any right
exercisable by HWH under this Agreement, including any consent to be given
hereunder, any amendment of this Agreement or any waiver of any provision of
this Agreement, shall be made by holders of a majority-in-interest of the Shares
owned by HWH and its permitted transferees under the Stockholders Agreement and
shall be binding on HWH and all such permitted transferees. Any action or
decision to be made or any right exercisable by the Buyers under this Agreement,
including any consent to be given hereunder, any amendment of this Agreement or
any waiver of any provision of this Agreement, shall be made by holders of a
majority-in-interest of the Shares owned by the Buyers and their permitted
transferees and shall be binding on the Buyers and all such permitted
transferees.

                                  ARTICLE VIII

                                  MISCELLANEOUS

               8.01 Termination.

               This Agreement shall terminate upon the earlier of the following
to occur:

               (a) the mutual consent of the Buyers and HWH to terminate this
Agreement; and

               (b) the later of (i) the third anniversary of the Closing Date or
(ii) the consummation of a public offering of the shares of Common Stock
pursuant to an underwritten public offering resulting in aggregate cash proceeds
to the Company of at least $50,000,000 (provided, however, that Section 5.02
shall survive a termination under this clause (b) for so long as the Buyers own
sufficient Shares to be entitled to nominate at least one director under Section
5.02).

                                       17
<PAGE>

               8.02 Confidentiality.

               (a) Each party undertakes that it shall not reveal to any third
party any confidential or proprietary information concerning the organization,
business, finance, transactions or affairs (i) of the Company or the Subsidiary
(as defined in the Stock Purchase Agreement) without the prior written consent
of the other parties, or (ii) of any Stockholder, MSD Stockholder or Management
Stockholder or Affiliate thereof without the prior written consent of such
Stockholder, MSD Stockholder or Management Stockholder.

               (b) The provisions of Section 8.02(a) shall not apply to:

                              (i) information that is publicly available (except
               by virtue of a breach of this Agreement);

                              (ii)  a   disclosure   to  legal,   financial   or
               professional  advisors,  auditors  or  bankers  of any party on a
               need-to-know basis, provided that each such Person is informed of
               the  confidential  nature of such information and agrees to treat
               such information confidential; or

                              (iii) a disclosure  to a  regulatory  authority or
               which the disclosing party reasonably  believes it is required to
               make under the rules of any stock exchange or by applicable  laws
               or   governmental   regulations  or  regulatory   process  or  in
               connection with any judicial process  regarding any legal action,
               suit or proceeding arising out of or relating to this Agreement.

               8.03 By-law Amendments. So long as the Buyers own, in the
aggregate, (i) at least 10% of the issued and outstanding Shares, neither HWH
nor the Buyers shall cause or permit an amendment to Article I, Section 1.2 of
the by-laws of the Company and (ii) at least 16% of the issued and outstanding
Shares, neither HWH nor the Buyers shall cause or permit an amendment to Article
II, Section 2.5 of the by-laws of the Company.

               8.04 Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be delivered personally, sent by facsimile transmission,
sent by a nationally recognized courier service or by first class mail, postage
prepaid. Any such notice shall be deemed given when delivered personally or if
sent by facsimile, at the time of receipt of a legible copy thereof or, if sent
by nationally recognized courier service, two days after the date of deposit
with the courier service, or if by first class mail, three days after the date
of deposit in the mail, and shall be sent as follows:

                                       18
<PAGE>

                      (a) if to the Buyers:

                                 Weston Presidio Capital
                                 200 Clarendon Street, 50th Floor
                                 Boston, MA 02116
                                 Attention: Mark L. Bono
                                 Facsimile No.:  (617) 988-2515

                                 with copies to:

                                 Weston Presidio Capital
                                 Pier 1, Bay 2
                                 San Francisco, CA 94111
                                 Attention:  Therese A. Mrozek
                                 Facsimile No.:  (415) 398-0990

                                 and

                                 Bingham McCutchen LLP
                                 150 Federal Street
                                 Boston, MA 02110
                                 Attention:  Johan V. Brigham, Esq.
                                 Facsimile No.:  (617) 951-8736

                      (b) if to the Company or HWH:

                                 HWH Capital Partners, L.P.
                                 c/o Haas Wheat & Partners, L.P.
                                 300 Crescent Court - Suite 1700
                                 Dallas, TX  75201
                                 Attention: Robert B. Haas,
                                            Douglas D. Wheat, and Wyche Walton
                                 Facsimile No.:  (214) 871-8364, and
                                                   (214) 871-8357

                                 with a copy to:

                                 Paul, Weiss, Rifkind, Wharton & Garrison LLP
                                 1285 Avenue of the Americas
                                 New York, NY 10019-6064
                                 Attention:  Robert M. Hirsh, Esq.
                                 Facsimile No.:  (212) 757-3990

                                       19
<PAGE>

                      (c) if to the MSD Stockholder:

                                 MSD Ventures, L.P.
                                 645 5th Avenue
                                 21st Floor
                                 New York, NY  10022
                                 Attention: Marc R. Lisker, General Counsel
                                 Facsimile No.: (212) 303-1772

                                 with a copy to:

                                 Testa, Hurwitz & Thibeault, LLP
                                 125 High Street
                                 Boston, MA 02110
                                 Fax: 617-248-7100
                                 Attention: Steven Browne
                                 Facsimile No.: (617) 248-7100

                                 and

                      (d) if to any Management Stockholder, to his address as
recorded in the books of the Company.

Any party may by notice given in accordance with this Section 8.04 to the other
parties designate another address, facsimile number or Person for receipt of
notices hereunder.

               8.05  Assignment.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted  assigns.  This Agreement and the rights of the parties  hereunder are
not assignable.

               8.06 No Third Party Beneficiaries. No provision of this Agreement
is intended to, or shall,  confer any third party beneficiary or other rights or
remedies upon any Person other than the parties hereto.

               8.07 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.

               8.08 Amendment and Waiver. Any provision of this Agreement may be
amended or waived only in writing signed by each of HWH, the Buyers and the
Company; provided, that if any proposed amendment or waiver would have a
materially adverse effect with respect to the rights, preferences or privileges
of the MSD Stockholder in a disproportionate manner with respect to the rights,
preferences and privileges of the other similarly situated parties to this
Agreement, the consent of the MSD Stockholder shall be required. No waiver of


                                       20
<PAGE>

any provision hereunder or any breach or default hereof shall extend to or
affect in any way any other provision or prior or subsequent breach or default.
No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude any further exercise
thereof or the exercise of any other such right, power or privilege.

               8.09 Usage. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
All terms defined in this Agreement in their singular or plural forms have
correlative meanings when used herein in their plural or singular forms,
respectively. Unless otherwise expressly provided, the words "include,"
"includes" and "including" do not limit the preceding words or terms and shall
be deemed to be followed by the words "without limitation."

               8.10 Articles and Sections. All references herein to Articles and
Sections shall be deemed references to such parts of this Agreement, unless the
context shall otherwise require. The Article and Section headings in this
Agreement are for reference only and shall not affect the interpretation of this
Agreement.

               8.11 No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
Person.

               8.12 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of law.

               8.13 Consent to Jurisdiction and Service of Process. Any legal
action, suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby shall be instituted in any state or federal
court in the State of New York located in New York County and each party agrees
not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any claim that it is not subject personally to the
jurisdiction of such court, that its property is exempt or immune from
attachment or execution, that the action, suit or proceeding is brought in an
inconvenient forum, that the venue of the action, suit or proceeding is improper
or that this Agreement, or the subject matter hereof may not be enforced in or
by such court. Each party further irrevocably submits to the exclusive
jurisdiction of any such court in any such action, suit or proceeding. Any and
all service of process and any other notice in any such action, suit or
proceeding shall be effective against any party if given by registered or
certified mail, return receipt requested, or by any other means of mail that
requires a signed receipt, postage prepaid, mailed to such party as herein
provided. Nothing contained herein shall be deemed to affect the right of any
party to serve process in any manner permitted by law.

                                       21
<PAGE>

               8.14 Waiver of Jury. EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO FURTHER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.

               8.15 Specific Performance. The parties hereto intend that,
without limiting any other remedies of such parties hereunder, each of the
parties shall have the right to obtain specific performance if any other party
hereto fails to perform such party's obligations hereunder.

               8.16 Complete Agreement. This Agreement contains the complete
agreement among the parties hereto and supersedes any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

               8.17 Counterparts. This Agreement may be executed in multiple
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same instrument.

                  [Remainder of Page Intentionally Left Blank]


                                       22
<PAGE>


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

                                HWH CAPITAL PARTNERS, L.P.

                                By: HWH, L.P., its general partner
                                    By:  HWH Incorporated, its general
                                         partner


                                         By: /s/ Douglas D. Wheat
                                             ------------------------------
                                             Name:  Douglas D. Wheat
                                             Title: President


                                HWH CORNHUSKER PARTNERS, L.P.

                                By: HWH Cornhusker, L.P., its general partner
                                    By:  HWH Cornhusker Incorporated,
                                         its general partner


                                         By: /s/ Douglas D. Wheat
                                             ------------------------------
                                             Name:  Douglas D. Wheat
                                             Title: President


                                WESTON PRESIDIO CAPITAL III, L.P.

                                By: Weston Presidio Capital
                                    Management III, LLC


                                         By: /s/ Mark L. Bono
                                             ------------------------------
                                             Name:  Mark L. Bono
                                             Title: Authorized Signatory


                               WESTON PRESIDIO CAPITAL IV, L.P.

                               By: Weston Presidio Capital Management IV, LLC


                                          By: /s/ Mark L. Bono
                                             ------------------------------
                                             Name:  Mark L. Bono
                                             Title: Authorized Signatory


                                       23
<PAGE>


                               WPC ENTREPRENEUR FUND, L.P.

                               By: Weston Presidio Capital Management III, LLC


                                         By: /s/ Mark L. Bono
                                             ------------------------------
                                             Name:  Mark L. Bono
                                             Title: Authorized Signatory


                              WPC ENTREPRENEUR FUND II, L.P.

                              By: Weston Presidio Capital Management IV, LLC


                                         By: /s/ Mark L. Bono
                                             ------------------------------
                                             Name:  Mark L. Bono
                                             Title: Authorized Signatory


                              NBC ACQUISITION CORP.


                                         By:/s/ Mark W. Oppegard
                                            ---------------------------------
                                            Name:  Mark W. Oppegard
                                            Title: President



                                       24
<PAGE>


                                    MSD VENTURES, L.P.

                                    By: DRT CAPITAL, L.L.C., its general partner


                                    By:  /s/ Marc R. Lisker
                                        ---------------------------------------
                                        Name: Marc R. Lisker
                                        Title: General Counsel


The Management Stockholders are parties to this Amended and Restated
Stockholders Agreement as a result of their being signatories to the Original
Stockholders Agreement.



                                       25
<PAGE>

                                   SCHEDULE A
                             Management Stockholders

Mark W. Oppegard
Larry R. Rempe
Thomas A. Hoff
Kenneth F. Jirovsky
William H. Allen
Ardean A. Arndt
Barry S. Major
Alan G. Siemek
Michael J. Kelly



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