<PAGE>
                                     
                            AMENDMENT NO. 4 TO
                           STOCKHOLDERS AGREEMENT

     This Amendment No. 4 to Stockholders Agreement (this "Amendment") is 
made and entered into as of December 16, 1996 by and between Aftermarket 
Technology Holdings Corp., a Delaware corporation (the "Company"), Aurora 
Equity Partners L.P., a Delaware limited partnership ("AEP"), Aurora Overseas 
Equity Partners I, L.P., a Cayman Islands exempted limited partnership 
("AOEP"), and each of the stockholders of the Company who are signatories 
hereto (the "Stockholders").

     WHEREAS, Section 10.2 of that certain Stockholders Agreement dated as of 
August 2, 1994 among the Company and certain of its stockholders, 
optionholders and warrantholders, as amended (the "Stockholders Agreement"), 
permits the amendment thereof by a written agreement signed by (a) the 
Company, (b) AEP and AOEP and (c) the holders of a majority in voting 
interest of the outstanding shares of Common Stock and Preferred Stock of the 
Company;

     WHEREAS, the Stockholders hold a majority in voting interest of the 
outstanding shares of Common Stock and Preferred Stock of the Company; and

     WHEREAS, the parties hereto desire to amend the Stockholders Agreement 
to make certain changes to the registration rights provided in Amendment No. 
3 to the Stockholders Agreement to stockholders holding more than 10% of the 
outstanding common stock under certain circumstances.

     NOW, THEREFORE, in consideration of the foregoing recitals and the 
covenants set forth herein, the parties hereto hereby agree as follows:

     1.  AMENDMENT.  Exhibit D to the Stockholders Agreement is hereby 
deleted in its entirety and the attached Annex A is hereby substituted in its 
place.

     2.  GOVERNING LAW.  This Amendment shall be governed by and construed 
and enforced in accordance with the laws of the State of Delaware without 
reference to choice or conflicts of law principles thereof.

     3.  EFFECT OF AMENDMENT.  Except as amended by this Amendment, the 
Stockholders Agreement shall remain unchanged and shall remain in full force 
and effect.

<PAGE>

     IN WITNESS WHEREOF, the Company, AEP, AOEP and each of the Stockholders 
have duly executed this Amendment as of the date first above written.

                                       AFTERMARKET TECHNOLOGY HOLDINGS CORP.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       THE CLASS A STOCKHOLDERS:

                                       -------------------------------------- 
                                       WILLIAM A. SMITH 


                                       JAMES R. WEHR REVOCABLE TRUST


                                       -------------------------------------- 
                                       James R. Wehr, Grantor/Trustee


                                       -------------------------------------- 
                                       KENNETH T. HESTER


                                     2 
<PAGE>

                                       THE CLASS B STOCKHOLDERS:

                                       ALLENWOOD VENTURES, INC.

                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                        ------------------------------------- 
                                        JOHN E. ANDERSON


                                        ROBERT ANDERSON VARIABLE TRUST

                                        By:
                                           ---------------------------------- 
                                           Robert Anderson, Trustee


                                        THE ANDREW W. MELLON FOUNDATION


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       AURORA CAPITAL PARTNERS L.P.

                                       By:  Aurora Advisors, Inc.,
                                            its general partner


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 



                                     3 
<PAGE>

                                       AURORA OVERSEAS CAPITAL PARTNERS, L.P.

                                       By:  Aurora Overseas Advisors Ltd.,
                                            its general partner


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       BANCBOSTON INVESTMENTS, INC.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       BANKAMERICA CAPITAL CORPORATION


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       CALIFORNIA PUBLIC EMPLOYEES'
                                       RETIREMENT SYSTEM


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                     4 
<PAGE>

                                       CASTLEROCK INVESTMENTS LTD.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       CHEMICAL EQUITY ASSOCIATES


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       CHEMICAL INVESTMENTS, INC.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       -------------------------------------- 
                                       RICHARD R. CROWELL


                                       -------------------------------------- 
                                       ROBERT L. CUMMINGS III


                                       THE TRUSTEES OF DARTMOUTH COLLEGE


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 



                                     5 
<PAGE>

                                       DEAN WITTER AS CUSTODIAN FOR AURORA
                                       CAPITAL PARTNERS VIP PLUS 401(K) PLAN 
                                       FBO RICHARD R. CROWELL


                                       By:
                                          ----------------------------------- 
                                          Richard R. Crowell, Trustee


                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder, Trustee


                                       DEAN WITTER AS CUSTODIAN FOR AURORA
                                       CAPITAL PARTNERS VIP PLUS 401(K) PLAN 
                                       FBO MARK C. HARDY


                                       By:
                                          ----------------------------------- 
                                          Richard R. Crowell, Trustee


                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder, Trustee


                                       DEAN WITTER AS CUSTODIAN FOR AURORA
                                       CAPITAL PARTNERS VIP PLUS 401(K) PLAN 
                                       FBO KURT B. LARSEN


                                       By:
                                          ----------------------------------- 
                                          Richard R. Crowell, Trustee


                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder, Trustee



                                     6 
<PAGE>

                                       DEAN WITTER AS CUSTODIAN FOR AURORA
                                       CAPITAL PARTNERS VIP PLUS 401(K) PLAN  
                                       FBO GERALD L. PARSKY


                                       By:
                                          ----------------------------------- 
                                          Richard R. Crowell, Trustee


                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder, Trustee


                                       DEAN WITTER AS CUSTODIAN FOR AURORA
                                       CAPITAL PARTNERS VIP PLUS 401(K) PLAN 
                                       FBO W. MONTAGUE YORT


                                       By:
                                          ----------------------------------- 
                                          Richard R. Crowell, Trustee


                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder, Trustee


                                       DELTA MASTER TRUST


                                       By:
                                          ----------------------------------- 
                                          Trustee


                                       -------------------------------------- 
                                       JEFFREY S. DEUTSCHMAN


                                       -------------------------------------- 
                                       FREDERICK J. ELSEA, III



                                     7 
<PAGE>

                                       GENERAL ELECTRIC PENSION TRUST

                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:  Trustee


                                       HARBOURTON REASSURANCE, INC.

                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       -------------------------------------- 
                                       MARK C. HARDY


                                       HELLER FINANCIAL, INC.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       -------------------------------------- 
                                       AMBASSADOR JAMES D. HODGSON


                                       -------------------------------------- 
                                       CLEON T. KNAPP


                                     8 
<PAGE>

                                       L-A&A GIFT TRUST FBO 
                                       ELLIOT LEEDOM ACKERMAN


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       L-A&A GIFT TRUST FBO 
                                       NATHANEL LEEDOM ACKERMAN


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       -------------------------------------- 
                                       KURT B. LARSEN


                                       LODWRICK AND CAROLE COOK AS
                                       TRUSTEES OF THE COOK FAMILY 
                                       TRUST DATED SEPTEMBER 16, 1991

                                       By:
                                          ----------------------------------- 
                                          Trustee 

 
                                       -------------------------------------- 
                                       JOHN T. MAPES



                                     9 
<PAGE>

                                       NHL HOLDINGS LTD.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       OGAC LIMITED


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       ORYX EQUITY PARTNERS FUND I LTD.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 

 
                                       -------------------------------------- 
                                       GERALD L. PARSKY


                                       G.M. ROEDER AND R.K. ROEDER, JTWROS

                                       By:
                                          ----------------------------------- 
                                          Gloria M. Roeder
 
                                       By:
                                          ----------------------------------- 
                                          Richard K. Roeder



                                     10 
<PAGE>

                                       SOMERVILLE S TRUST


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       SPRINGBROOK, G.P.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       -------------------------------------- 
                                       PATRICK J. STEINER


                                       SUMITOMO BANK OF CA TTEE FOR GIBSON,
                                       DUNN & CRUTCHER RETIREMENT PLAN FBO
                                       H. RICHARD DALLAS


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       SUMITOMO BANK OF CA TTEE FOR 
                                       GIBSON, DUNN & CRUTCHER RETIREMENT 
                                       PLAN FBO BRUCE D. MEYER


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                     11 
<PAGE>

                                       UNIVERSITY OF SOUTHERN CALIFORNIA


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       W. S. INVESTMENTS L.P.


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 
                                            General Partner

 
                                       -------------------------------------- 
                                       JEROME C. WEINTRAUB


                                       -------------------------------------- 
                                       W. MONTAGUE YORT



                                     12 
<PAGE>

                                       THE CLASS C STOCKHOLDERS:
                                       AURORA EQUITY PARTNERS L.P.

                                       By:  Aurora Capital Partners L.P.,
                                        its general partner
 
                                       By:  Aurora Advisors, Inc.,
                                            its general partner


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                       AURORA OVERSEAS EQUITY PARTNERS I, L.P.

                                       By: Aurora Overseas Capital 
                                             Partners, L.P.,
                                           its general partner

                                       By: Aurora Overseas Advisors Ltd., 
                                           its general partner


                                       By:
                                          ----------------------------------- 

                                       Name:
                                            --------------------------------- 

                                       Title:
                                             -------------------------------- 


                                     13 
<PAGE>
                                     
                                                                      ANNEX A 
                                 EXHIBIT D

                             REGISTRATION RIGHTS

1.   "PIGGY-BACK" REGISTRATION.

          (a)  RIGHT TO INCLUDE REGISTRABLE SECURITIES. Except in the case of 
a Qualified IPO that is consummated on or before March 31, 1997, 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

               (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 
that is subject to this Paragraph 1 (except for a registration that is 
subject to Paragraph 2, which shall be governed by Paragraph 2(d) rather than 
this Paragraph 1(b)) involves 
                                     

                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-1 
<PAGE>

an underwritten offering and the managing underwriter advises the Company in 
writing that the number of securities requested to be included in such 
registration pursuant to this Paragraph 1, together with all other securities 
to be included in such registration, exceeds the Maximum Number (as defined 
below), then such securities shall be included in the offering up to the 
Maximum Number in the following priority:

               (i)   first, (x) in the case of a Company Registration (as
          defined below), the securities proposed to be sold by the Company or
          (y) in the case of an Investor Registration (as defined below), the
          securities proposed to be sold by the Demand Investors (as defined 
          below) on such basis as shall be provided in the agreement(s) pursuant
          to which the Demand Investors have the right to demand or include 
          securities in an Investor Registration;

               (ii)  second, in the case of an Investor Registration, the
          securities, if any, proposed to be sold by the Company for its own
          account;
          
               (iii) third, any Registrable Securities requested to be included 
          in such registration pursuant to this Paragraph 1 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

               (iv)  fourth, 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.

If at the time that the registration statement ceases to be effective in 
accordance with Paragraph 3(b) there remain unsold securities under such 
registration, such securities will be withdrawn and shall be allocated as 
follows:

               (1)  first, among the holders of the securities referred to in
          clause (iv) above in accordance with the priorities, if any, then
          existing among the holders of such securities;

               (2)  second, on a pro rata basis among the holders of Registrable
          Securities included in such registration pursuant to this Paragraph 1
          on the basis of the respective numbers of Registrable Securities of 
          each such holder included in such registration

               (3)  third, in the case of an Investor Registration, to the 
          Company in the event that any securities were offered by the Company; 
          and


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-2 
<PAGE>

               (4)  fourth, (x) in the case of a Company Registration, to the 
          Company or (y) in the case of an Investor Registration, among the
          Demand Investors on such basis as shall be provided in the agreements
          pursuant to which the Demand Investors have the right to demand or
          include securities in an Investor Registration.

     As used herein, the following terms have the following meanings:

               "Company Registration" means a registration the primary purpose 
          of which is to sell securities for the account of the Company.

               "Demand Investor" means any Person who is exercising (x) a 
          "demand" right to require the Company register securities held by such
          Person or (y) a "piggyback" right to include securities in a 
          registration on a pro rata basis with the Person whose demand right 
          results in such registration.

               "Investor Registration" means a registration the primary purpose 
          of which is to sell securities for the account of one or more Demand 
          Investors.

               "Maximum Number" means, in the case of an underwritten offering,
          the maximum number of securities that the managing underwriter 
          considers, in good faith, to be appropriate based on market conditions
          and other relevant factors (including, without limitation, pricing).

2.   REGISTRATION RIGHTS OF CERTAIN ELIGIBLE HOLDERS.

          (a)  RIGHT TO REQUIRE REGISTRATION.  Subject to the provisions of 
this Paragraph 2, if, at any time after the first anniversary of the 
consummation of a Qualified IPO, any Eligible Holder (other than the Aurora 
Entities) is the record owner of 10% or more of the outstanding Common Stock 
immediately after a distribution of shares by either or both of the Aurora 
Entities to their limited partners (such Eligible Holder, so long as it 
continues to own 10% or more of the outstanding Common Stock, is hereinafter 
referred to as a "10% Holder"), such 10% Holder shall have the right to 
require the Company to file a registration statement under the Securities Act 
for a public offering of all or any portion of the Registrable Securities 
held by such Holder when such right is exercised (the "Paragraph 2 Securities"),
PROVIDED that any demand for registration under this Paragraph 2(a) (a "Demand 
Registration Demand") shall not be otherwise deemed to be effective unless such
Demand Registration Demand is with respect to Paragraph 2 Securities 
constituting at least five percent of the outstanding shares of 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-3 
<PAGE>

the class of Registrable Securities.  The demand registration rights granted 
to the 10% Holders in this Paragraph 2(a) are subject to the following 
limitations:  

               (i)   each 10% Holder may make a Demand Registration Demand
          under this Paragraph 2(a) only one time, PROVIDED, HOWEVER, that if,
          after completion of the resulting registered offering, such Person
          continues to be a 10% Holder or becomes a 10% Holder as the result of
          a subsequent distribution of shares by either or both of the Aurora
          Entities to their limited partners, such 10% Holder shall have the 
          right to make one additional Demand Registration Demand; 

               (ii)  the Company shall not be obligated to cause any 
          registration statement filed under this Paragraph 2(a) to be declared
          effective less than six months after the effective date of the most
          recent Company Registration; 

               (iii) the managing underwriter of any such offering shall be a
          nationally recognized investment banking firm selected by the Company
          and approved by the 10% Holder making the Demand Registration Demand 
          (which approval shall not be unreasonably withheld); 

               (iv)  notwithstanding the giving of a Demand Registration Demand 
          by a 10% Holder, the Company may elect to convert the required
          registration into a Company Registration by providing notice to the
          Eligible Holders 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 the exercise of such 10% Holder's registration right under 
          this Paragraph 2(a); 

               (v)   during any two-year period, the Company may make a one-time
          election to postpone the filing or the effectiveness of a registration
          statement in response to a Demand Registration Demand for up to six 
          months if the Board determines, in its good faith judgment, that (x) 
          such registration would reasonably be expected to have an adverse 
          effect on, interfere with or delay any proposal or plan by the Company
          or any of its subsidiaries to engage in any acquisition of assets 
          (other than in the ordinary course of business) or any merger, 
          consolidation, tender offer or similar transaction, (y) the filing of
          a registration statement or a sale of Registrable Securities pursuant
          thereto would require disclosure of material information that the 
          Company has a bona fide business purpose for preserving as 
          confidential, or (z) the Company is unable to comply with the 
          registration requirements of the Commission; PROVIDED, 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-4 
<PAGE>

          that, in such event, the 10% Holder making the Demand Registration 
          Demand will be entitled to withdraw such demand and, if such demand is
          withdrawn, such demand will not count as a Demand Registration Demand 
          hereunder and the Company will pay all Registration Expenses in 
          connection with such withdrawn demand; and 

               (vi)  any Demand Registration Demand under this Paragraph 2(a)
          shall be for a firm commitment underwritten offering, with respect to
          which the Company shall be required to maintain an effective 
          registration statement until the earlier of (x) such time as all the 
          securities covered by such registration statement shall have been 
          disposed of or (y) the expiration of 45 days after the effectiveness 
          of such registration statement.

          (b)  PIGGY BACK REGISTRATION.  If after the date of Amendment No. 4 
to this Agreement the Company enters into a registration rights agreement 
with any third party (the "Subsequent Investor") pursuant to which the 
Subsequent Investor is granted the right to thereafter require the Company on 
one or more occasions to file a registration statement under the Act for a 
public offering of all or any of the Subsequent Investor's shares of the 
capital stock of the Company, such registration rights agreement (the 
"Subsequent Agreement") must provide that all 10% Holders shall have the 
right to require the Company to include any or all of such Holders' Paragraph 
2 Securities in any registration statement filed pursuant to the Subsequent 
Agreement.  The piggy back registration right granted to the 10% Holders in 
this Section 2(b) is subject to the following limitations:  

               (i)   a 10% Holder may not make a demand for inclusion of
          Paragraph 2 Securities in a registration statement under a Subsequent
          Agreement (a "Piggy Back Registration Demand") (x) before the first
          anniversary of the consummation of a Qualified IPO or (y) after such
          Holder's exercise of both its rights under Paragraph 2(a);

               (ii)  the rights of the Company and limitations on the Company's
          obligations provided for in the Subsequent Agreement shall apply to 
          the 10% Holders to the same extent that they apply to the Subsequent 
          Investor; and

               (iii) the method of distribution shall be selected by the 
          Subsequent Investor.

As used herein, the term "Registration Demand" means either the Demand 
Registration Demand or a Piggyback Registration Demand, as the case may be.



                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-5 
<PAGE>

          (c)  NOTICE OF REGISTRATION DEMAND; PARTICIPATION RIGHTS.  Any 10% 
Holder desiring to make a Registration Demand shall do so by providing 
written notice to the Company (which notice shall state the number of shares 
of Paragraph 2 Securities the 10% Holder desires the Company to register), 
and the Company promptly shall provide written notice of such Registration 
Demand to (i) the Subsequent Investor (in the case of a Piggy Back 
Registration Demand) and any other 10% Holders, (ii) all of the other 
Eligible Holders and (iii) any other Person who then has "piggy back" 
registration rights (an "Additional Securityholder"), and all of the other 
10% Holders, Eligible Holders and Additional Securityholders then will have 
the opportunity to include in the offering shares of Registrable Securities 
then owned by such 10% Holders, Eligible Holders and Additional 
Securityholders, but in each case only to the extent permitted by Paragraph 
2(d).  In addition, subject to Paragraph 2(d), the Company may elect to 
include in any registration statement and offering pursuant to this Paragraph 
2 newly issued shares of Registrable Securities.  Solely for purposes of 
Paragraphs 2 through 9, any securities registered pursuant to this Paragraph 
2 shall be deemed to be Registrable Securities.

          (d)  PRIORITY.  Notwithstanding the foregoing, if the managing 
underwriter of a registered offering being made in response to the 
Registration Demand advises the Company in writing that the number of shares 
of Registrable Securities desired to be offered by the 10% Holders, the 
Subsequent Investor (if any), the Company, the Eligible Holders and the 
Additional Securityholders exceeds the Maximum Number, then Registrable 
Securities shall be included in the offering, up to the Maximum Number, in 
the following priority:

               (i)   First, (A) in the case of a Demand Registration Demand,
          the Registrable Securities desired to be offered by the 10% Holders 
          on a pro rata basis based on the number of Paragraph 2 Securities 
          then owned by each such 10% Holder, or (B) in the case of a Piggy
          Back Registration Demand, the Registrable Securities desired to be
          offered by the 10% Holders and the Registrable Securities desired 
          to be offered by the Subsequent Investor, PROVIDED that if such 
          Registrable Securities exceed the Maximum Number, the 10% Holders and
          the Subsequent Investor shall be entitled to include Registrable 
          Securities on a pro rata basis based on the number of Paragraph 2 
          Securities then owned by each such 10% Holder and the number of shares
          of Common Stock then owned by the Subsequent Investor that are subject
          to the Subsequent Agreement;

               (ii)  Second, the Registrable Securities desired to be offered
          by the Company;

               (iii) Third, the Registrable Securities desired to be offered
          by Eligible Holders pursuant to Paragraph 1; and


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-6 
<PAGE>

               (iv)  Fourth, the Registrable Securities desired to be offered
          by Additional Securityholders in such relative amounts and priorities
          as shall be provided in the agreements that define the relative rights
          of the Additional Securityholders.

Each of the 10% Holders, the Subsequent Investor, the Eligible Holders, the 
Additional Securityholders and the Company (in the event that any securities 
are to be offered by the Company) may withdraw from the registration by 
giving written notice to the Company prior to the filing date of such 
registration statement.  In the event of a withdrawal by a 10% Holder of a 
Demand Registration Demand, such withdrawn demand shall not be deemed to be 
one of the Demand Registration Demands to which such 10% Holder is entitled 
PROVIDED that such 10% Holder pays or promptly reimburses the Company for all 
Registration Expenses incurred by the Company in connection with such 
withdrawn demand.  In the event of a withdrawal of a Demand Registration 
Demand where any other 10% Holder does not withdraw from the registration, 
such nonwithdrawing 10% Holder shall be deemed to have made a Demand 
Registration Demand.  In the event that the Subsequent Investor withdraws 
from the registration but any 10% Holder does not withdraw its Piggyback 
Registration Demand, such Piggyback Registration Demand shall thereafter 
constitute a Demand Registration Demand by such 10% Holder.  If at the time 
that the registration statement ceases to be effective in accordance with 
Paragraph 2(a)(vi) or, in the case of a registration subject to Paragraph 
2(b), in accordance with the Subsequent Agreement there remain unsold 
Registrable Securities, such Registrable Securities will be withdrawn and 
shall be allocated as follows:

               (1)  first, among the Additional Securityholders on the basis 
          of the relative amounts and priorities as shall be provided in the
          agreements that define the relative rights of the Additional
          Securityholders; 

               (2)  second, on a pro rata basis among the Eligible Holders
          (other than 10% Holders) on the basis of the respective numbers of
          Registrable Securities of each of them included in such registration;

               (3)  third, to the Company (in the event that any securities 
          were offered by the Company); and 

               (4)  fourth, (x) in the case of a Demand Registration Demand, to
          the 10% Holders on the basis of the respective numbers of Registrable
          Securities of each of them included in such registration or (y) in 
          the case of a Piggy Back Registration Demand, to the 10% Holders and
          the Subsequent Investor on the basis of the respective numbers of 
          Registrable Securities of each of them included in such registration.


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-7 
<PAGE>

     3.   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 Paragraph 1 or 2, the Company will as expeditiously
as possible (and, in any event, within 90 days), subject to the terms and 
conditions of Paragraph 1 or 2:

          (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;

          (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 or, in the case of a registration pursuant to Paragraph 2(a), the
     period provided in Paragraph 2(a)(vi); 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 to respective numbers of 
     Registrable Securities held by them included in such 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:

                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-8 
<PAGE>

               (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,

               (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 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 statements, 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 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 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-9 
<PAGE>

     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 such registration.

     The Company may require each seller of Registrable Securities as to which 
any registration is 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 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-10 
<PAGE>

               subdivision (g) of this Paragraph 3, 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 3 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 3 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 3 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 3.

     4.   UNDERWRITTEN OFFERINGS.

          (a)  UNDERWRITING AGREEMENT.  If the Company at any time proposes to 
     register any of its securities under the Act as contemplated by Paragraph 1
     and such securities are to be distributed by or through one or more 
     underwriters or if the Company at any time is required to register any of 
     its securities under the Act as contemplated by Paragraph 2, the Company 
     will, subject to the provisions of subdivision (b) of Paragraph 1 or 
     subdivision (d) of Paragraph 2, use its best efforts to arrange for such 
     underwriters to include the Registrable Securities to be offered and sold 
     by each 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 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-11 
<PAGE>

     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.  The selection of the underwriter or
     underwriters for the public offering to be made pursuant to a registration
     statement filed under Paragraph 1 shall be made by the Company, in its sole
     discretion, from amongst underwriting firms of national reputation.  
     Notwithstanding anything else in this Exhibit D to the contrary, if General
     Electric Pension Trust ("GEPT") is eligible to participate in an 
     underwriting pursuant to the terms hereof and the General Electric Company 
     is directly or indirectly the beneficial owner of five percent (5%) or more
     of the outstanding equity interests of an underwriter or underwriters 
     acting in such underwriting, GEPT shall have the absolute right to 
     disapprove such underwriter or underwriters so owned by General Electric 
     Company.

          (c)  HOLDBACK AGREEMENTS.

               (i)   Each holder of Registrable Securities agrees by acquisition
          of such Registrable Securities, if so required by the managing
          underwriter, not to effect any public sale or distribution of such
          securities or sales of such securities pursuant to Rule 144 under the
          Act or otherwise, during the seven days prior to and the 90 days after
          any firm commitment underwritten registration pursuant to Paragraph 1 
          or 2 or any Qualified IPO that is consummated on or before March 31, 
          1997 has become effective or, if the managing underwriter advises the
          Company in writing that, in its opinion, no such public sale or 
          distribution should be effected for a specific period longer than 90 
          days after such underwritten registration in order to complete the 
          sale and distribution of securities included in such registration and
          the Company gives notice to such holder of Registrable Securities of 
          such advice, during a reasonable longer period of up to 270 days after
          such underwritten registration, except as part of such underwritten 
          registration, whether or not such holder participates in such 
          registration.

               (ii)  The Company agrees:

                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-12 
<PAGE>

               (A)  not to effect any public sale or distribution of its equity
               securities or securities convertible into or exchangeable or 
               exercisable for any of such securities during the seven days 
               prior to and the 90 days after any firm commitment underwritten
               registration pursuant to Paragraph 1 or 2 has become effective,
               except as part of such underwritten registration and except
               pursuant to registrations on Form S-4 or S-8 or any successor or
               similar forms thereto, and

               (B)  to use its best efforts to cause each holder of its equity
               securities or any securities convertible into or exchangeable or
               exercisable for any of such securities, in each case purchased
               from the Company at any time after the date hereof (other than in
               a public offering) to agree not to effect any such public sale or
               distribution of such securities, during such period or, in either
               case, if the managing underwriter advises the Company in writing
               that in its opinion, no such public sale or distribution should
               be effected for a specified period longer than 90 days after such
               underwritten registration in order to complete the sale and
               distribution of securities included in such registration, during
               a reasonably longer period after such underwritten registration,
               except as part of such underwritten registration.

     5.   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.

     6.   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 

                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-13 
<PAGE>

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

     7.   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 or 2, 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 thereof; PROVIDED FURTHER that the Company 
     shall not be liable to any Person who


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-14 
<PAGE>

     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 Paragraph 1 or 2, 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 7) 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
     7 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 commencement of any action or proceeding involving a
     Claim referred to in the preceding subdivisions of this Paragraph 7, 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
     7, except to the extent that the indemnifying party is actually prejudiced 
     by such failure to give notice.  In case any 

                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-15 
<PAGE>

     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 7 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 7 (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 7 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 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 7 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 7 shall be made by periodic payments of the amount thereof during
     the 


                     EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                    D-16 
<PAGE>

     course of the investigation or defense, as and when bills are received or 
     expense, loss, damage or liability is incurred.

     8.   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.

     9.   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, 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,

          (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 D TO STOCKHOLDERS AGREEMENT
                                    D-17