<Page>

                                                                   Exhibit 10.21

                                                                  EXECUTION COPY

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
   IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
  INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF AUGUST 2,
   2004 AMONG TA SUBORDINATED DEBT FUND, L.P., TA INVESTORS II, L.P., LAMANDO
    CHARITABLE REMAINDER UNITRUST UNDER AGREEMENT DATED MAY 15, 2004, MADISON
   CAPITAL FUNDING LLC, AS SUBORDINATED CREDITOR, LIBMAN FAMILY HOLDINGS LLC,
      CLAYTON GRP, INC. (THE "COMPANY") AND MADISON CAPITAL FUNDING LLC, AS
  ADMINISTRATIVE AGENT ("ADMINISTRATIVE AGENT"), TO THE INDEBTEDNESS (INCLUDING
INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS
   OF AUGUST 2, 2004 AMONG THE COMPANY, ADMINISTRATIVE AGENT AND THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN
  AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
  TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS
CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH PARTY TO THIS INSTRUMENT,
  BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF
                          THE SUBORDINATION AGREEMENT.

================================================================================

                      SUBORDINATED NOTE PURCHASE AGREEMENT


                                      Among

                                CLAYTON GRP, INC.
                                   as Borrower


                                       AND


                             CLAYTON HOLDINGS, INC.
                           CLAYTON TECHNOLOGIES, INC.
                           FMSI ACQUISITION CO., INC.
                                  as Guarantors


                                       AND


                      LAMANDO CHARITABLE REMAINDER UNITRUST
                       UNDER AGREEMENT DATED MAY 15, 2004
                         TA SUBORDINATED DEBT FUND, L.P.
                              TA INVESTORS II, L.P.
                           LIBMAN FAMILY HOLDINGS LLC
                           MADISON CAPITAL FUNDING LLC
                                 as Noteholders


                           Dated as of August 2, 2004

================================================================================

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                                CLAYTON GRP, INC.

                      Subordinated Note Purchase Agreement

                           Dated as of August 2, 2004

                                TABLE OF CONTENTS

<Table>
<S>                                                                                  <C>
ARTICLE I - DEFINITIONS...............................................................1
     1.1.   Definitions...............................................................1
     1.2.   Accounting Terms.........................................................11

ARTICLE II - AUTHORIZATION, PURCHASE, SALE AND TERMS OF NOTES; PAYMENTS..............12
     2.1.   The Notes................................................................12
     2.2.   Purchase of the Original Notes...........................................12
     2.3.   Use of Proceeds..........................................................12
     2.4.   Payments and Endorsements................................................12
     2.5.   Redemptions and Mandatory Repurchase.....................................13
     2.6.   Default Rate of Interest.................................................14
     2.7.   Maximum Legal Rate of Interest...........................................14
     2.8.   Payment on Non-Business Days.............................................14
     2.9.   Transfer and Exchange of Notes...........................................15
     2.10.  Replacement of Notes.....................................................15
     2.11.  Other Notices............................................................15
     2.12.  Liability................................................................16

ARTICLE III - CONDITIONS TO NOTEHOLDERS' OBLIGATIONS.................................16
     3.1.   Capitalization...........................................................16
     3.2.   Senior Loan Documents....................................................16
     3.3.   Prior Debt...............................................................16
     3.4.   Related Transactions.....................................................16
     3.5.   Fees.....................................................................17
     3.6.   Delivery of Documents....................................................17
     3.7.   Representations and Warranties...........................................18
     3.8.   Use of Proceeds..........................................................18
     3.9.   Compliance with this Agreement...........................................18
     3.10.  Consummation of the Transactions.........................................18

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS.......................18
     4.1.   Authorization; Enforceability............................................18
     4.2.   Own Account..............................................................19
     4.3.   Investment Intent........................................................19
     4.4.   Securities Laws..........................................................19
</Table>

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<Table>
<S>                                                                                  <C>
     4.5.   No Broker................................................................19
     4.6.   Restrictive Legend.......................................................19

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE BORROWER...........................20
     5.1.   Organization.............................................................20
     5.2.   Authorization; No Conflict...............................................20
     5.3.   Validity; Binding Nature.................................................20
     5.4.   Financial Condition......................................................20
     5.5.   No Material Adverse Change...............................................21
     5.6.   Litigation...............................................................21
     5.7.   Ownership of Properties; Liens...........................................21
     5.8.   Capitalization...........................................................21
     5.9.   Pension Plans............................................................21
     5.10.  Investment Company Act...................................................22
     5.11.  Public Utility Holding Company Act.......................................22
     5.12.  Margin Stock.............................................................22
     5.13.  Taxes....................................................................22
     5.14.  Solvency.................................................................22
     5.15.  Environmental Matters....................................................23
     5.16.  Insurance................................................................23
     5.17.  Information..............................................................23
     5.18.  Intellectual Property....................................................24
     5.19.  Restrictive Provisions...................................................24
     5.20.  Labor Matters............................................................24
     5.21.  No Default...............................................................24
     5.22.  Related Agreements.......................................................24

ARTICLE VI - AFFIRMATIVE COVENANTS OF THE BORROWER...................................25
     6.1.   Information..............................................................25
     6.2.   Books; Records; Inspections..............................................27
     6.3.   Maintenance of Property; Insurance.......................................28
     6.4.   Compliance with Laws; Payment of Taxes and Liabilities...................28
     6.5.   Maintenance of Existence.................................................28
     6.6.   Employee Benefit Plans...................................................29
     6.7.   Environmental Matters....................................................29

ARTICLE VII - NEGATIVE COVENANTS OF THE BORROWER.....................................29
     7.1.   Debt.....................................................................29
     7.2.   Liens....................................................................30
     7.3.   Reserved.................................................................31
     7.4.   Restricted Payments......................................................31
     7.5.   Subsidiaries; Mergers; Consolidations; Asset Sales.......................31
     7.6.   Modification of Organizational Documents.................................32
     7.7.   Use of Proceeds..........................................................32
     7.8.   Transactions with Affiliates.............................................32
     7.9.   Inconsistent Agreements..................................................32
</Table>

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<Page>

<Table>
<S>                                                                                  <C>
     7.10.  Business Activities......................................................32
     7.11.  Investments..............................................................32
     7.12.  Restriction of Amendments to Certain Documents...........................33
     7.13.  Fiscal Year..............................................................33
     7.14.  Financial Covenants......................................................33

ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES...........................................37
     8.1.   Events of Default........................................................37
     8.2.   Remedies.................................................................38
     8.3.   Nature of Remedies.......................................................39
     8.4.   Set-Off..................................................................39
     8.5.   Distribution of Proceeds.................................................39

ARTICLE IX - MISCELLANEOUS...........................................................39
     9.1.   No Waiver; Cumulative Remedies...........................................39
     9.2.   Amendments, Waivers and Consents.........................................40
     9.3.   Addresses for Notices, Etc...............................................40
     9.4.   Costs, Expenses and Taxes................................................41
     9.5.   Assignability; Binding Agreement.........................................41
     9.6.   Payments in Respect of Notes.............................................42
     9.7.   Indemnification..........................................................42
     9.8.   Survival of Representations and Warranties...............................43
     9.9.   Prior Agreements.........................................................43
     9.10.  Severability.............................................................43
     9.11.  Governing Law............................................................43
     9.12.  Jury Waiver..............................................................43
     9.13.  Counterparts.............................................................44
     9.14.  Further Assurances.......................................................44
     9.15.  Specific Performance.....................................................44
     9.16.  Actions by Noteholders...................................................44
     9.17.  Limitation of Liability..................................................44
     9.18.  Confidentiality Agreement................................................44

ARTICLE X - GUARANTEE OF THE NOTES...................................................45
</Table>

                                       iii
<Page>

                             EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A         Form of Joinder Agreement
Exhibit B         Form of Compliance Certificate
Exhibit C         Permitted Acquisitions Conditions Precedent
Exhibit 2.1       Form of Note
Exhibit 2.2       Allocation of Note Purchase Amount

SCHEDULES

Schedule 3.3      Prior Debt
Schedule 5.6      Litigation
Schedule 5.8      Capitalization
Schedule 5.16     Insurance
Schedule 5.20     Labor Matters
Schedule 7.1      Debt
Schedule 7.2      Liens
Schedule 7.8      Transactions with Affiliates
Schedule 7.11     Investments

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<Page>

                      SUBORDINATED NOTE PURCHASE AGREEMENT

     This Subordinated Note Purchase Agreement dated as of August 2, 2004 (as
amended, restated or otherwise modified and in effect from time to time, this
"AGREEMENT") by and among Clayton GRP, Inc., a Delaware corporation
("BORROWER"), each of the Guarantors (as defined below), TA Subordinated Debt
Fund, L.P., a Delaware limited partnership ("TA DEBT FUND" or a "NOTEHOLDER"),
TA Investors II, L.P., a Delaware limited partnership ("TA INVESTORS" or a
"NOTEHOLDER"), Lamando Charitable Remainder UniTrust Under Agreement Dated May
15, 2004 (a "NOTEHOLDER"), Madison Capital Funding LLC (a "NOTEHOLDER"), and
Libman Family Holdings LLC (a "NOTEHOLDER" and, together with TA Debt Fund, TA
Investors, Lamando Charitable Remainder UniTrust Under Agreement Dated May 15,
2004, Madison Capital Funding LLC, and their successors and assigns,
"NOTEHOLDERS").

     In consideration of the mutual agreements herein contained, the parties
hereto agree as follows:

                             ARTICLE I - DEFINITIONS

     1.1.   DEFINITIONS. As used herein, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

     "ACCOUNT" shall have the meaning as defined in the UCC.

     "ACCOUNT DEBTOR" shall mean any Person who is obligated to any Borrower or
any Subsidiary with respect to any Account.

     "ACQUISITION" shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of all or
substantially all of any business or division of a Person, (b) the acquisition
of in excess of 50% of the capital stock, partnership interests, membership
interests or equity of any Person, or otherwise causing any Person to become a
Subsidiary, or (c) a merger or consolidation or any other combination with
another Person (other than a Person that is already a Subsidiary).

     "ACQUISITION ESCROW" shall mean collectively, the "Company Escrow" and the
"Escrow Deposit", as such terms are defined in the Contribution and Asset
Transfer Agreement as in effect on the Closing Date, in the original aggregate
amount of $20,000,000 on the Closing Date.

     "AFFILIATE" shall mean any Person that would be considered to be an
affiliate of the Borrower under Rule 144 of the Rules and Regulations of the
Securities and Exchange Commission, as in effect on the date hereof, if the
Borrower was issuing securities; PROVIDED that the term "Affiliate" shall not
include any Noteholder.

<Page>

     "AGENT" shall mean Madison Capital Funding LLC in its capacity as
administrative agent for all Senior Lenders under the Senior Credit Agreement
and any successor thereto in such capacity.

     "AGREEMENT" shall mean this Agreement as amended, restated or otherwise
modified and in effect from time to time.

     "APPLICABLE LAW" shall mean all laws, statutes and rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time heretofore or
hereafter made upon or otherwise issued to any Noteholder by any central bank or
other fiscal, monetary or other authority, whether or not having the force of
law, including, without limitation, any change according to a prescribed
schedule of increasing requirements.

     "BORROWER" shall have the meaning set forth in the Preamble.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or public
holiday or the equivalent for banks under the laws of the Commonwealth of
Massachusetts.

     "CAPITAL EXPENDITURES" shall mean all expenditures which, in accordance
with GAAP, would be required to be capitalized and shown on the consolidated
balance sheet of the Borrower, but excluding expenditures made in connection
with the replacement, substitution or restoration of assets to the extent
financed (a) from insurance proceeds (or other similar recoveries) paid on
account of the loss of or damage to the assets being replaced or restored or (b)
with awards of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced.

     "CAPITALIZED LEASE OBLIGATION" shall mean any Debt represented by the
principal portion of obligations under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.

     "CAPITAL LEASE" shall mean, with respect to any Person, any lease of (or
other agreement conveying the right to use) any real or personal property by
such Person that, in conformity with GAAP, is accounted for as a capital lease
on the balance sheet of such Person.

     "CASH EQUIVALENT INVESTMENT" shall mean, at any time, (a) any evidence of
Debt, maturing not more than one year after such time, issued or guaranteed by
the United States Government or any agency thereof, (b) commercial paper, or
corporate demand notes, in each case (unless issued by a Senior Lender or its
holding company) rated at least A-l by Standard & Poor's Ratings Group or P-l by
Moody's Investors Service, Inc., (c) any certificate of deposit (or time deposit
represented by a certificate of deposit) or banker's acceptance maturing not
more than one year after such time, or any overnight Federal Funds transaction
that is issued or sold by any Senior Lender (or by a commercial

                                        2
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banking institution that is a member of the Federal Reserve System and has a
combined capital and surplus and undivided profits of not less than
$500,000,000) and (d) any repurchase agreement entered into with any Senior
Lender (or commercial banking institution of the nature referred to in clause
(c) above) which (i) is secured by a fully perfected security interest in any
obligation of the type described in any of clauses (a) through (c) above and
(ii) has a market value at the time such repurchase agreement is entered into of
not less than 100% of the repurchase obligation of such Senior Lender (or other
commercial banking institution) thereunder.

     "CLOSING" shall have the meaning assigned to that term in SECTION 2.2.

     "CLOSING DATE" shall have the meaning assigned to that term in SECTION 2.2.

     "COLLATERAL" shall mean all of the personal property now owned or at any
time hereafter acquired by the Borrower or in which the Borrower now has or at
any time in the future may acquire any right, title or interest, which secures
the Liens granted to the Senior Lender pursuant to the Senior Collateral
Documents.

     "COLLATERAL ACCESS AGREEMENT" shall mean an agreement in form and substance
reasonably satisfactory to Agent pursuant to which a mortgagee or lessor of real
property on which Collateral is stored or otherwise located, or a warehouseman,
processor or other bailee of Inventory or other property owned by Borrower or
any Subsidiary, acknowledges the Liens of Agent and waives any Liens held by
such Person on such property, and, in the case of any such agreement with a
mortgagee or lessor, permits Agent reasonable access to and use of such real
property during the continuance of an Event of Default to assemble, complete and
sell any Collateral stored or otherwise located thereon.

     "COMPLIANCE CERTIFICATE" means a certificate substantially in the form of
Exhibit B.

     "COMPUTATION PERIOD" shall mean (i) with respect to SECTIONS 7.14.3 and
7.14.4, each period of four consecutive Fiscal Quarters ending on the last day
of a Fiscal Quarter and (ii) with respect to SECTIONS 7.14.1 and 7.14.6, each of
the following periods: (a) the Fiscal Quarter ending September 30, 2004; (b) the
period of two consecutive Fiscal Quarters ending December 31, 2004; (c) the
period of three consecutive Fiscal Quarters ending March 31, 2005; and (d) each
period of four consecutive Fiscal Quarters ending on the last day of a Fiscal
Quarter thereafter.

     "CONSOLIDATED" OR "CONSOLIDATED" shall mean with respect to any term
defined herein that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

     "CONSOLIDATED NET INCOME" shall mean, with respect to Borrower and the
Subsidiaries for any period, the consolidated net income (or loss) of Borrower
and the Subsidiaries for such period, EXCLUDING any gains or non-cash losses
from Dispositions,

                                        3
<Page>

any extraordinary gains or extraordinary non-cash losses and any gains or
non-cash losses from discontinued operations.

     "CONTINGENT OBLIGATION" shall mean any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply funds to or otherwise to
invest in a debtor, or otherwise to assure a creditor against loss) any
indebtedness, obligation or other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation in respect of any Contingent Obligation
shall (subject to any limitation set forth therein) be deemed to be the
principal amount of the debt, obligation or other liability supported thereby.

     "CONTINGENT PAYMENTS" shall mean the "Contingent Payments" as defined in
the Contribution and Asset Transfer Agreement as in effect on the Closing Date.

     "CONTRIBUTION AND ASSET TRANSFER AGREEMENT" shall mean that certain
Contribution and Asset Transfer Agreement by and among Clayton Holdings, Inc.,
the Borrower, Clayton Services, Inc., First Madison, Inc., and each of the other
corporations and the Stockholders and Investors named therein.

     "CONTROLLED GROUP" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414 of the IRC or Section 4001 of
ERISA.

     "DEBT" of any Person shall mean, without duplication, (a) all indebtedness
of such Person for borrowed money, whether or not evidenced by bonds,
debentures, notes or similar instruments, (b) all obligations of such Person as
lessee under Capital Leases which have been or should be recorded as liabilities
on a balance sheet of such Person in accordance with GAAP, (c) all obligations
of such Person to pay the deferred purchase price of property or services
(excluding trade accounts payable in the ordinary course of business), (d) all
indebtedness secured by a Lien on the property of such Person, whether or not
such indebtedness shall have been assumed by such Person, (e) all obligations,
contingent or otherwise, with respect to the face amount of all letters of
credit (whether or not drawn) and banker's acceptances issued for the account of
such Person (including the Letters of Credit), (f) all Hedging Obligations of
such Person, (g) all Contingent Obligations of such Person, (h) all indebtedness
of any partnership of which such Person is a general partner, and (i) all
obligations of such Person under any synthetic lease transaction, where such
obligations are considered borrowed money indebtedness for tax purposes but the
transaction is classified as an operating lease in accordance with GAAP;
provided, however, that Debt shall not include the Acquisition Escrow or the
obligations relating to the repurchase of a Loan Party's preferred stock.

     "DEFAULT" shall mean any event that, if it continues incurred, will, with
the lapse of time or the giving of notice or both, constitute an Event of
Default.

                                        4
<Page>

     "DISPOSITION" means, as to any asset or right of the Borrower or any
Subsidiary, (a) any sale, lease, assignment or other transfer (other than to the
Borrower or any Subsidiary), (b) any loss, destruction or damage thereof, or (c)
any actual or threatened condemnation, confiscation, requisition, seizure or
taking thereof, in each case excluding (i) assets subject to a Disposition which
are replaced within 180 days with assets performing the same or a similar
function, and (ii) the sale or other transfer of Inventory in the ordinary
course of business.

     "DISTRIBUTION" means (a) dividends or other distributions on any equity
interests of the Borrower, (b) the redemption, repurchase or acquisition of such
equity interests or of warrants, rights or other options to purchase such equity
interest; and (c) loans and advances made to any equity interest holder of the
Borrower.

     "EBITDA" shall mean, for any period, Consolidated Net Income for such
period plus, to the extent deducted in determining such Consolidated Net Income,
Interest Expense, income tax expense, depreciation and amortization for such
period, plus or minus any other non-cash charges or gains which have been
subtracted or added in calculating Consolidated Net Income for such period.

     "ENVIRONMENTAL CLAIMS" shall mean all claims, however, asserted, by any
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or
for release or injury to the environment or any Person or property.

     "ENVIRONMENTAL LAWS" shall mean all present or future federal, state or
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any governmental
authority, in each case relating to any matter arising out of or relating to
health and safety, or pollution or protection of the environment or workplace,
including any of the foregoing relating to the presence, use, production,
generation, handling, transport, treatment, storage, disposal, distribution,
discharge, release, control or cleanup of any Hazardous Substance.

     "ERISA" shall mean part 6 subtitle B of title I of the Employee Retirement
Income Security Act of 1974, as amended.

     "EVENT OF DEFAULT" shall mean any of the events described in SECTION 8.1.

     "FEE LETTERS" shall mean (i) that certain letter agreement dated as of July
15, 2004 by Agent and acknowledged by Borrower, as amended, restated or
otherwise modified from time to time and (ii) that certain fee letter dated on
or about July 16, 2004 by JPMorgan Chase Bank and acknowledged by Borrower, as
amended, restated or otherwise modified from time to time.

     "FISCAL QUARTER" shall mean a fiscal quarter of a Fiscal Year.

                                        5
<Page>

     "FISCAL YEAR" or "FISCAL YEAR" shall mean the fiscal year of the Borrower
and its Subsidiaries, which period shall be the 12-month period ending on
December 31 of each year.

     "FIXED CHARGE COVERAGE RATIO" shall mean, for any Computation Period, the
ratio of (a) the total for such period of EBITDA minus the sum of all income
taxes and tax distributions described in SECTION 7.4 paid by Borrower and the
Subsidiaries and all Capital Expenditures TO (b) the sum for such period of (i)
Interest Expense paid in cash by Borrower and the Subsidiaries plus (ii) the sum
of (x) scheduled payments of principal of Funded Debt (including the Term Loans
but excluding the Revolving Loans) and (y) Contingent Payments to the extent
such Contingent Payments are not paid with proceeds of the Acquisition Escrow.

     "FUNDED DEBT" shall mean, as to any Person, all Debt of such Person that
matures more than one year from the date of its creation (or is renewable or
extendible, at the option of such Person, to a date more than one year from such
date).

     "GAAP" or "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall mean principles
that are (a) consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, as in effect from
time to time, and (b) consistently applied with past financial statements of the
Borrower adopting the same principles; PROVIDED that in each case referred to in
this definition of "generally accepted accounting principles" a certified public
accountant would, insofar as the use of such accounting principles is pertinent,
be in a position to deliver an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as to financial
statements in which such principles have been properly applied.

     "GUARANTOR" shall mean, collectively, Clayton Holdings, Inc. and each
Subsidiary of the Borrower party to this Agreement and each other Person which
guarantees the Obligations of the Borrower under the Subordinated Notes
Documents, including through the delivery of a joinder attached hereto in the
form of Exhibit A.

     "HAZARDOUS SUBSTANCES" shall mean hazardous waste, hazardous substance,
pollutant, contaminant, toxic substance, oil, hazardous material, chemical or
other substance regulated by any Environmental Law.

     "HEDGING OBLIGATION" shall mean, with respect to any Person, any liability
of such Person under any interest rate, currency or commodity swap agreement,
cap agreement or collar agreement, and any other agreement or arrangement
designed to protect a Person against fluctuations in interest rates, currency
exchange rates or commodity prices.

     "INTELLECTUAL PROPERTY" shall mean all patent, copyright, trade secret,
trademark, trade name, service mark, Internet domain name, logo or other mark or
logo, or other proprietary rights or valid licenses thereof.

     "INVENTORY" shall have the meaning as defined in the UCC.

                                        6
<Page>

     "INTEREST EXPENSE" shall mean, for any period, the consolidated interest
expense of Borrower and the Subsidiaries for such period (including all imputed
interest on Capital Leases).

     "INVESTMENT" shall mean (a) the purchase of any debt or equity security of
any Person, (b) the making of any loan or advance to any Person, (c) becoming
obligated with respect to a Contingent Obligation in respect of obligations of
any Person (other than travel and similar advances to employees in the ordinary
course of business) or (d) the making of an Acquisition.

     "IRC" means the Internal Revenue Code of 1986, as amended.

     "LETTERS OF CREDIT" shall mean the letters of credit issued pursuant to the
Senior Credit Agreement.

     "LIEN" shall mean, with respect to any Person, any interest granted by such
Person in any real or personal property, asset or other right owned or being
purchased or acquired by such Person which secures payment or performance of any
obligation and shall include any mortgage, lien, encumbrance, charger or other
security interest of any kind, whether arising by contract, as a matter of law,
by judicial process or otherwise.

     "LOAN PARTY" shall mean Clayton Holdings, Inc., the Borrower, and each
Subsidiary.

     "LOANS" means Revolving Loans and Term Loans.

     "MANDATORY REPURCHASE EVENT" shall mean the occurrence of any one of any of
the following events: (i) any merger or consolidation of Clayton Holdings, Inc.
or the Borrower with or into another corporation in which less than a majority
of the outstanding voting power of the surviving or consolidated corporation
immediately following such event is held by persons or entities who were
stockholders of Clayton Holdings, Inc. or the Borrower, as applicable,
immediately prior to such event; (ii) any sale, license or transfer of all or
substantially all of the properties and assets of Clayton Holdings, Inc. or the
Borrower and any of their subsidiaries; (iii) any acquisition by any person (or
group of affiliated or associated persons) of beneficial ownership of a majority
of the equity of Clayton Holdings, Inc. or the Borrower (whether or not
newly-issued shares) in a single transaction or a series of related
transactions; (iv) any redemption or repurchase of shares representing a
majority of the outstanding voting power of Clayton Holdings, Inc. or the
Borrower, (with the exception of a redemption pursuant to Section A.4(b) or
A.5(a) of the Amended and Restated Certificate of Incorporation of Clayton
Holdings, Inc.); (v) any other change of control of 50% or more of the
outstanding voting power of Clayton Holdings, Inc. or the Borrower; (vi) the
initial public offering of Common Stock of Clayton Holdings, Inc. or the
Borrower pursuant to an effective registration statement under the Securities
Act in a transaction that does not constitute a QPO (as defined in Section
A.6(b) of the Amended and Restated Certificate of Incorporation of Clayton
Holdings, Inc.); or (vii) any liquidation, dissolution, or winding up of Clayton
Holdings, Inc. or the Borrower, whether voluntary or involuntary.

                                        7
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     "MARGIN STOCK" shall mean any "margin stock" as defined in Regulation T, U,
or X of the Board of Governors of the Federal Reserve System or any successor
thereof.

     "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets,
business, properties or prospects of Loan Parties taken as a whole or (b) a
material impairment of the ability of any Loan Party to perform any of its
Obligations under any Subordinated Notes Document.

     "MEZZANINE SUBORDINATION AGREEMENT" shall mean the Subordination and
Intercreditor Agreement dated as of even date herewith by and among TA Debt
Fund, TA Investors, Lamando Charitable Remainder UniTrust Under Agreement Dated
May 15, 2004, Madison Capital Funding LLC, Libman Family Holdings LLC, Borrower,
and Agent.

     "MULTIEMPLOYER PENSION PLAN" shall mean a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which Borrower or any member of the Controlled
Group may have any liability.

     "NOTEHOLDER" and "NOTEHOLDERS" shall mean a Person or Persons who hold a
Note or Notes issued pursuant to this Agreement, including successors and
assigns of such persons.

     "NOTES" shall have the meaning assigned to that term in SECTION 2.1.

     "OBLIGATIONS" means all now existing or hereafter arising debts,
obligations, covenants, and duties of payment or performance of every kind,
matured or unmatured, direct or contingent, owing, arising, due, or payable to
the Noteholders, by or from the Borrower, whether existing on the date of this
Agreement or arising thereafter, whether arising out of this Agreement or any
other Subordinated Notes Document, including, without limitation, all
obligations to repay principal of and interest on all the Loans, and to pay
interest, fees, costs, charges, expenses, professional fees, and all sums
chargeable to the Borrower, under the Subordinated Notes Documents, whether or
not evidenced by any note or other instrument.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of the functions under ERISA.

     "PENSION PLAN" shall mean a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
Multiemployer Pension Plan), and to which the Borrower or any member of the
Controlled Group may have any liability, including any liability by reason of
having been a substantial employer within the meaning of Section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under Section 4069 of ERISA.

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     "PERSON" shall mean any individual, corporation, partnership, limited
liability company, trust, unincorporated association, business, or other legal
entity, and any government or any governmental agency or political subdivision
thereof.

     "PRIOR DEBT" shall mean the Debt listed on SCHEDULE 3.3.

     "PRO FORMA EBITDA" shall mean, with respect to any Target acquired in an
Acquisition, EBITDA for such Target for the most recent twelve (12) month period
for which financial statements are made available to Noteholders at the time of
determination thereof, adjusted by extraordinary expenses, increased costs,
identifiable and verifiable expense reductions and excess management
compensation, if any, in each case calculated by Borrower and approved by
Noteholders.

     "PROPERTY" shall mean any interest in any kind or property or asset,
whether real, personal or mixed, or tangible or intangible.

     "REGISTRATION RIGHTS AGREEMENT" shall mean that certain Registration Rights
Agreement entered into in connection with the Contribution and Asset Transfer
Agreement.

     "RELATED AGREEMENTS" shall mean the Contribution and Asset Transfer
Agreement, Stock Purchase Agreement, the Stockholders Agreement, the
Registration Rights Agreement, and the Senior Loan Documents.

     "RELATED TRANSACTIONS" shall mean the transactions contemplated by the
Related Agreements.

     "REVOLVING LOANS" shall mean the revolving loans made under the Senior Loan
Documents.

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

     "SELLER SUBORDINATION AGREEMENT" means the Subordination and Intercreditor
Agreement dated as of even date herewith by and among Sellers, Borrower, and
Agent.

     "SELLER SUBORDINATED DEBT" means Debt in an aggregate amount not to exceed
$20,000,000 related to the "Contingent Payments" as defined in the Contribution
and Asset Transfer Agreement as in effect on the date hereof.

     "SELLERS" shall mean First Madison Services, Inc., Clayton Services, Inc.,
the "Clayton Subsidiaries" (as defined in the Contribution and Asset Transfer
Agreement), Stephen M. Lamando, Brian Kramer, Peter Krell and the "Other
Stockholders" (as defined in the Contribution and Asset Transfer Agreement).

     "SENIOR COLLATERAL DOCUMENTS" shall mean the following documents entered
into by the Borrower, as appropriate, in connection with the Senior Credit
Agreement: the

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Guarantee and Collateral Agreement, each Mortgage, each Collateral Access
Agreement, and each other agreement or instrument pursuant to or in connection
with which the Borrower, any Subsidiary, or any other Person grants Collateral
to Agent for the benefit of the Senior Lenders, each as amended, restated or
otherwise modified from time to time.

     "SENIOR CREDIT AGREEMENT" shall mean that certain Credit Agreement by and
among the Borrower, the financial institutions party thereto from time to time,
and Madison Capital Funding LLC, as administrative agent, as amended, restated,
or modified and in effect from time to time.

     "SENIOR DEBT" shall mean all Funded Debt of the Borrower and the
Subsidiaries, determined on a consolidated basis, other than Subordinated Debt.

     "SENIOR DEBT TO EBITDA RATIO" shall mean, as of the last day of any Fiscal
Quarter, the ratio of (i) Senior Debt as of such day to (ii) EBITDA for the
Computation Period ending on such day; provided that, notwithstanding anything
to the contrary, for the Computation Periods ending December 31, 2003, March 31,
2004 and June 30, 2004, EBITDA shall be deemed $3,441,000, $5,371,000 and
$6,162,000, respectively.

     "SENIOR LENDER" shall mean the Lenders under the Senior Credit Agreement.

     "SENIOR LOAN DOCUMENTS" shall mean the Senior Credit Agreement, the Senior
Notes, the Letters of Credit, the Senior Collateral Documents, the Fee Letters,
and all documents, instruments and agreements delivered in connection with the
foregoing, all as amended, restated or otherwise modified from time to time.

     "SENIOR NOTES" shall mean the notes issued pursuant to the Senior Credit
Agreement.

     "SPONSOR" shall mean TA Associates, Inc.

     "STOCK PURCHASE AGREEMENT" shall mean that certain Stock Purchase Agreement
by and among Clayton Holdings, Inc. and the Investors named therein of even date
herewith.

     "STOCKHOLDERS AGREEMENT" shall mean that certain Stockholders Agreement
entered into in connection with the Contribution and Asset Transfer Agreement.

     "SUBORDINATED DEBT" means (a) debt or other obligations of the Borrower
under the Subordinated Note Documents, (b) the Seller Subordinated Debt and (c)
any other unsecured Debt of the Borrower which has subordination terms,
covenants, pricing and other terms which have been approved in writing by
Required Lenders under the Senior Credit Agreement.

     "SUBORDINATED NOTES DOCUMENTS" shall mean this Agreement and the Notes.

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     "SUBSIDIARY" shall mean, with respect to any Person, a corporation,
partnership, limited liability company or other entity of which such Person
owns, directly or indirectly, such number of outstanding shares or other equity
interests as to have more than 50% of the ordinary voting power for the election
of directors or other managers of such corporation, partnership, limited
liability company or other entity. Unless the context otherwise requires, each
reference to Subsidiaries herein shall be a reference to Subsidiaries of
Borrower.

     "TARGET" shall mean the Person, or business or substantially all of the
assets of a Person, acquired in an Acquisition.

     "TERM LOANS" shall mean the Term A Loans made under the Senior Loan
Documents.

     "TOTAL DEBT" shall mean all Funded Debt of Borrower and the Subsidiaries,
determined on a consolidated basis.

     "TOTAL DEBT TO EBITDA RATIO" shall mean, as of the last day of any Fiscal
Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the
Computation Period ending on such day; provided that, notwithstanding anything
to the contrary, for the Computation Periods ending December 31, 2003, March 31,
2004 and June 30, 2004, EBITDA shall be deemed $3,441,000, $5,371,000 and
$6,162,000, respectively.

     "UCC" means the Uniform Commercial Code as in effect on the date hereof AND
from time to time in the Commonwealth of Massachusetts, PROVIDED that if by
reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests in any Collateral or the
availability of any remedy hereunder is governed by the Uniform Commercial Code
as in effect on or after the date hereof in any other jurisdiction, "UCC" means
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such perfection or effect of perfection or
non-perfection or availability of such remedy.

     "WHOLLY-OWNED SUBSIDIARY" shall mean, as to any Person, another Person all
of the equity interests of which (except directors' qualifying shares) are at
the time directly or indirectly owned by such Person and/or another Wholly-Owned
Subsidiary of such Person.

     1.2.   ACCOUNTING TERMS. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, and all financial data
submitted pursuant to this Agreement and all financial tests to be calculated in
accordance with this Agreement shall be prepared and calculated in accordance
with GAAP. All financial tests relating to the Borrower or any of its
Subsidiaries shall be calculated with respect to the Borrower and its
Subsidiaries on a consolidated basis.

                                       11
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     ARTICLE II - AUTHORIZATION, PURCHASE, SALE AND TERMS OF NOTES; PAYMENTS

     2.1.   THE NOTES. The Borrower has authorized the issuance of senior
subordinated notes due August 2, 2010 in the aggregate original principal amount
of Twenty Million Dollars ($20,000,000). The senior subordinated notes shall be
in the form set forth as EXHIBIT 2.1 attached hereto and are herein referred to
individually as a "NOTE" and collectively as the "NOTES", which terms shall also
include any notes delivered in exchange or replacement therefor. The Notes shall
(a) be payable on August 2, 2010 and (b) bear interest compounded quarterly
(based on a 360-day year of twelve 30-day months) on the unpaid principal amount
thereof until due at the rate of twelve percent (12%) per annum, payable in cash
quarterly in arrears on May 15, August 15, November 15 and February 15 in each
year, commencing August 15, 2004, and at maturity or prior prepayment of the
Notes in full. The Borrower has authorized the issuance to the Noteholders of
the Notes.

     2.2.   PURCHASE OF THE ORIGINAL NOTES. Subject to and in reliance upon the
representations, warranties, terms and conditions of this Agreement, the
Noteholders agree to purchase Notes from the Borrower in the aggregate principal
amount of Twenty Million Dollars ($20,000,000), as set forth opposite each
Noteholders' name on EXHIBIT 2.2 attached hereto, at a closing (the "CLOSING")
to be held at the offices of Goodwin Procter LLP, located at Exchange Place, 53
State Street, Boston, MA, at 10:00 a.m. Boston time, or at such other time and
place as the parties hereto agree, on the date on which this Agreement is
executed and delivered and upon satisfaction of the conditions described in
Article III (the "CLOSING DATE"). At the Closing, the Borrower will issue the
Notes to the Noteholders, payable to the Noteholders or their registered
assigns, against receipt of immediately available funds by wire transfer to an
account or accounts designated by the Borrower prior to the Closing in the
amount set forth on EXHIBIT 2.2 (or in such other manner as is set forth on
EXHIBIT 2.2).

     2.3.   USE OF PROCEEDS. The Borrower agrees to use the full proceeds of the
Note to consummate the transactions contemplated by the Contribution and Asset
Transfer Agreement.

     2.4.   PAYMENTS AND ENDORSEMENTS.

                  (a)  Payments of principal, interest and premium, if any, on
the Notes shall be made without set off or counterclaim, directly by wire
transfer to an account designated in writing by each Noteholder, without any
presentment or notation of payment, except that prior to any transfer of any
Note, the holder thereof shall endorse on such Note a record of the date to
which interest has been paid and all payments made on account of principal of
such Note. All payments and prepayments of principal of, and interest on, the
Notes shall be applied (to the extent thereof) to all of the Notes PRO RATA
based on the principal amount outstanding and held by each holder thereof.

                  (b)  Anything herein to the contrary notwithstanding, if any
changes in present or future Applicable Law shall impose on the Borrower any
obligation

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<Page>

with respect to any amount payable by it hereunder or under any of the other
Related Agreements to withhold or deduct any taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, the Borrower will pay to the
Noteholders, on the date on which such amount is due and payable under the
Subordinated Notes Documents, such additional amount in United States Dollars as
shall be necessary to enable the Noteholders to receive the same net amount
which the Noteholders would have received on such due date if no such obligation
had been imposed upon the Borrower.

                  (c)  The obligations of the Borrower under this SECTION 2.4
shall survive the payment in full of all amounts due hereunder or under the
Notes.

     2.5.   REDEMPTIONS AND MANDATORY REPURCHASE.

            2.5.1.  REQUIRED REDEMPTION. On the stated or accelerated maturity
of the Notes, the Borrower will pay the principal amount of the Notes then
outstanding together with all accrued and unpaid interest thereon. No redemption
of less than all of the Notes shall affect the obligation of the Borrower to
make the redemption required by this sub-section.

            2.5.2.  OPTIONAL REDEMPTIONS. In addition to the redemption of the
Notes required under SUB-SECTION 2.5.1, the Borrower may at any time voluntarily
redeem the Notes, in whole or in part (in integral multiples of Five Hundred
Thousand Dollars ($500,000)), together with all accrued and unpaid interest on
the amount so redeemed through the date of redemption, at a redemption price
equal to:

                  (a)  if such voluntary redemption, including a redemption
pursuant to SUB-SECTION 2.5.4, occurs on or prior to the first (1st) anniversary
of this Agreement, one hundred six percent (106%) of the sum of the principal
amount to be redeemed plus any accrued but unpaid interest thereon;

                  (b)  if such voluntary redemption, including a redemption
pursuant to SUB-SECTION 2.5.4, occurs after the first (1st) anniversary of this
Agreement but on or prior to the second (2nd) anniversary of this Agreement, one
hundred four percent (104%) of the sum of the principal amount to be redeemed
plus any accrued but unpaid interest thereon;

                  (c)  if such voluntary redemption, including a redemption
pursuant to SUB-SECTION 2.5.4, occurs after the second (2nd) anniversary of this
Agreement but on or prior to the third (3rd) anniversary of this Agreement, one
hundred two percent (102%) of the sum of the principal amount to be redeemed
plus any accrued but unpaid interest thereon; or

                  (d)  if such voluntary redemption, including a redemption
pursuant to SUB-SECTION 2.5.4 occurs after the third (3rd) anniversary of this
Agreement, the sum of the principal amount to be redeemed plus any accrued but
unpaid interest thereon.

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<Page>

            2.5.3.  NOTICE OF REDEMPTIONS; PRO RATA REDEMPTIONS. Written notice
of any redemption pursuant to SUB-SECTION 2.5.1 or SUB-SECTION 2.5.2 shall be
given to all holders of the Notes at least thirty (30) Business Days prior to
the date of any such redemption. Each redemption of the Notes pursuant to
SUB-SECTIONS 2.5.1 AND 2.5.2 shall be made so that the Notes then held by each
holder shall be redeemed in a principal amount which shall bear the same ratio
to the total unpaid principal amount being redeemed on all the Notes as the
unpaid principal amount of the Notes then held by such holder bears to the
aggregate unpaid principal amount of the Notes then outstanding.

            2.5.4.  MANDATORY REPURCHASE OF NOTES. As soon as possible, and in
any event within five (5) Business Days after the occurrence of a Mandatory
Repurchase Event, the Borrower shall furnish to each Noteholder written notice
setting forth in reasonable detail the facts and circumstances underlying such
Mandatory Repurchase Event. The occurrence of any such Mandatory Repurchase
Event shall constitute an irrevocable offer by the Borrower to purchase all of
the Notes held by such Noteholder at one hundred percent (100%) of the principal
amount thereof, on a date to be specified by the Borrower, which date shall be
not less than thirty (30) days nor more than ninety (90) days after the
occurrence of such Mandatory Repurchase Event, together with all accrued and
unpaid interest on the amount so purchased through the date of purchase and
together with any amounts otherwise payable pursuant to SUB-SECTION 2.5.2.
Following receipt of any offer to purchase the Notes hereunder, each Noteholder
shall advise the Borrower, by written notice, within ten (10) Business Days
after receipt of such offer, as to whether it desires to sell all or any of the
Notes, as applicable, held by it (in integral multiples of Five Hundred Thousand
Dollars ($500,000)), specifying the principal amount of the Notes to be sold by
it. If a Noteholder accepts such offer but does not specify an amount it wishes
to receive, it will be deemed to have elected to sell all of the Notes held by
it. If a Noteholder fails to respond to such offer by the Borrower within the
ten (10) Business Day acceptance period, such offer shall expire in accordance
with its terms.

     2.6.   DEFAULT RATE OF INTEREST. If an Event of Default has occurred and is
continuing, from and after the date such Event of Default has occurred the
entire outstanding unpaid principal balance of the Notes and any unpaid interest
from time to time in default shall bear interest, payable on demand in cash, at
the rate of fourteen percent (14%) per annum, compounded quarterly, or such
lower rate as then may be the maximum rate permitted by applicable law;
provided, however, that upon the cessation or cure of such Event of Default, if
no other Event of Default is then continuing, the Notes shall again bear
interest at the rate of twelve percent (12%) per annum as set forth in SECTION
2.1.

     2.7.   MAXIMUM LEGAL RATE OF INTEREST. Nothing in this Agreement or in the
Notes shall require the Borrower to pay interest at a rate in excess of the
maximum rate permitted by applicable law.

     2.8.   PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made shall
be due on a day which is not a Business Day, such payment may be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest due.

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     2.9.   TRANSFER AND EXCHANGE OF NOTES. The holder of any Note, as
applicable, may, prior to maturity or prepayment thereof, surrender such Note at
the principal office of a Borrower for transfer or exchange. Any holder desiring
to transfer or exchange any Note shall first notify the Borrower in writing at
least five (5) days in advance of such transfer or exchange. Within a reasonable
time after such notice to the Borrower from a holder of its intention to make
such exchange and without expense (other than transfer taxes, if any) to such
holder, the Borrower shall issue in exchange therefor another Note in
denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof,
except in the case of a Note for the balance of the aggregate amount of the
Note, or Notes so transferred which shall be in a minimum denomination of One
Hundred Thousand Dollars ($100,000), all as requested by the holder, for the
same aggregate principal amount, as of the date of such issuance, as the unpaid
principal amount of the Note or Notes so surrendered and having the same
maturity and rate of interest, containing the same provisions and subject to the
same terms and conditions as the Note or Notes so surrendered (provided that no
minimum shall apply to a liquidating distribution of Notes to investors in a
Noteholder and any Notes so distributed may be subsequently transferred by such
investor and its successors in the original denomination thereof without
restriction under this sentence). Each new Note shall be made payable to such
Person or Persons, or assigns, as the holder of such surrendered Note may
designate, and such transfer or exchange shall be made in such a manner that no
gain or loss of principal or interest shall result therefrom. The Borrower shall
have no obligation hereunder or under any Note to any person other than the
registered holder of each such Note. Notwithstanding anything to the contrary
contained herein, no Noteholder shall be permitted to transfer any of its Notes
unless such Noteholder's transferee has agreed in writing to be bound by the
terms of this Agreement and the other Subordinated Notes Documents and the
Mezzanine Subordination Agreement to which such Noteholder is a party, including
the representations and warranties set forth in Article IV hereof.

     2.10.  REPLACEMENT OF NOTES. Upon receipt of evidence satisfactory to the
Borrower of the loss, theft, destruction or mutilation of any Note and, if
requested in the case of any such loss, theft or destruction, upon delivery of
an indemnity bond or other agreement or security reasonably satisfactory to the
Borrower, or, in the case of any such mutilation, upon surrender and
cancellation of such Note, the Borrower will issue a new Note of like tenor and
amount and dated the date to which interest has been paid, in lieu of such lost,
stolen, destroyed or mutilated Note; provided, however, if any Note of which a
Noteholder, its nominee, or any of its partners is the holder is lost, stolen or
destroyed, the affidavit of an authorized partner or officer of the holder
setting forth the circumstances with respect to such loss, theft or destruction
shall be accepted as satisfactory evidence thereof, and no indemnification bond
or other security shall be required as a condition to the execution and delivery
by the Borrower of a new Note in replacement of such lost, stolen or destroyed
Note other than the holders written agreement to indemnify the Borrower.

     2.11.  OTHER NOTICES. So long as any Notes are outstanding, the Borrower
shall provide written notice to each Noteholder at least thirty (30) Business
Days prior to the occurrence or closing of a Mandatory Repurchase Event or a
public offering of securities

                                       15
<Page>

by the Borrower setting forth in reasonable detail the facts and circumstances
underlying such Mandatory Repurchase Event or public offering.

     2.12.  LIABILITY. The Borrower hereby agrees that it is liable for the full
and prompt payment (whether at stated maturity, by acceleration or otherwise)
and performance of, all Obligations owed by it or hereafter owing by it to any
Noteholder. The Borrower agrees that its obligation hereunder shall not be
discharged until payment and performance, in full, of the Obligations has
occurred, and that its obligations under this SECTION 2.12 shall be absolute and
unconditional, irrespective of, and unaffected by:

            2.12.1. the genuineness, validity, regularity, enforceability or
any future amendment of, or change in, this Agreement, any other Subordinated
Notes Document or any other agreement, document or instrument to which the
Borrower is or may become a party;

            2.12.2. the absence of any action to enforce this Agreement
(including this Section 2.12) or any other Subordinated Notes Document or the
waiver or consent with respect to any of the provisions thereof;

            2.12.3. the existence, value or condition of, or failure to perfect
its Lien against, any security for the Obligations or any action, or the absence
of any action, by any Noteholder in respect thereof (including the release of
any such security);

            2.12.4. the insolvency of any Noteholder; or

            2.12.5. any other action or circumstances that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.

              ARTICLE III - CONDITIONS TO NOTEHOLDERS' OBLIGATIONS

     The obligation of each Noteholder to purchase its Notes hereunder is
subject to the following conditions precedent, all or any of which may be waived
by the unanimous written agreement of the Noteholders:

     3.1.   CAPITALIZATION. Borrower has received cash equity contributions
(which may include escrow and/or restricted cash) from Sponsor and its
Affiliates in an amount not less than $80,000,000.

     3.2.   SENIOR LOAN DOCUMENTS. Borrower has executed and delivered, as
appropriate, the Senior Loan Documents and has in place with the Agent the
Senior Credit Agreement under which the Borrower is able to borrow up to
$10,000,000 in Revolving Loans on the Closing Date.

     3.3.   PRIOR DEBT. The Prior Debt has been (or concurrently with the
initial borrowing will be) paid in full.

     3.4.   RELATED TRANSACTIONS. Borrower has completed (or concurrently with
the purchase of Notes hereunder will complete) the Related Transactions in
accordance with

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the terms of the Related Agreements (without any amendment thereto or waiver
thereunder unless consented to by the Noteholders).

     3.5.   FEES. Borrower shall have paid all fees, costs and expenses due and
payable on the Closing Date.

     3.6.   DELIVERY OF DOCUMENTS. Borrower shall have delivered the following
documents in form and substance satisfactory to the Noteholders (and, as
applicable, duly executed and dated the Closing Date or an earlier date
satisfactory to Noteholders):

            3.6.1.  AGREEMENT. This Agreement.

            3.6.2.  NOTES.  Notes for each Noteholder purchasing a Note
hereunder.

            3.6.3.  SENIOR LOAN DOCUMENTS.  The Senior Loan Documents and all
instruments, documents, certificates and agreements executed or delivered
pursuant thereto (including intellectual property assignments and pledged
Collateral, with undated irrevocable transfer powers executed in blank).

            3.6.4.  LIEN SEARCHES.  Copies of Uniform Commercial Code search
reports listing all effective financing statements filed against any Loan Party,
with copies of such financing statements.

            3.6.5.  PAYOFF; RELEASE. Payoff letters evidencing repayment in full
of all Prior Debt, termination of all agreements relating thereto and the
release of all Liens granted in connection therewith, with Uniform Commercial
Code or other appropriate termination statements and documents effective to
evidence the foregoing.

            3.6.6.  LETTER OF DIRECTION.  A letter of direction containing funds
flow information, with respect to the proceeds of the Notes on the Closing Date.

            3.6.7.  AUTHORIZATION DOCUMENTS. For each Loan Party, such Person's
(i) charter (or similar formation document), certified by the appropriate
governmental authority, (ii) good standing certificates in its state of
incorporation (or formation) and in each other state requested by Agent, (iii)
bylaws (or similar governing document), (iv) resolutions of its board of
directors (or similar governing body) approving and authorizing such Person's
execution, delivery and performance of the Subordinated Notes Documents to which
it is party and the transactions contemplated thereby, and (v) signature and
incumbency certificates of its officers executing any of the Subordinated Notes
Documents, all certified by its secretary or an assistant secretary (or similar
officer) as being in full force and effect without modification.

            3.6.8.  INSURANCE.  Certificates or other evidence of insurance in
effect as required by SECTION 6.3(b).

            3.6.9.  FINANCIALS.  The financial statements, projections and pro
forma balance sheet of Borrower described in SECTION 5.4.

                                       17
<Page>

            3.6.10. CONSENTS.  Evidence that all necessary consents, permits and
approvals (governmental or otherwise) required for the execution, delivery and
performance by Borrower of the Subordinated Notes Documents and the Related
Transactions have been duly obtained and are in full force and effect.

           3.6.11.  CERTIFIED DOCUMENTS. Copies of the Related Agreements
(including a consent to the collateral assignment of rights and indemnities
under the appropriate Related Agreements in favor of Agent and Senior Lenders)
certified by Borrower's secretary or an assistant secretary (or similar officer)
as being in true, accurate and complete.

            3.6.12. OTHER DOCUMENTS.  Such other certificates, documents and
agreements as any Noteholder may reasonably request.

     3.7.   REPRESENTATIONS AND WARRANTIES. Each of the representations and
warranties of the Borrower and its Subsidiaries set forth in Article V hereof
shall be true and correct in all respects at the time of, and immediately after
giving effect to, the purchase of the Notes.

     3.8.   USE OF PROCEEDS. The Borrower shall have used, or simultaneously
with the Closing shall use, funds from the sale of the Notes for the purposes
described in SECTION 2.3.

     3.9.   COMPLIANCE WITH THIS AGREEMENT. The Borrower shall have performed
and complied with all of their agreements and satisfied the conditions set forth
or contemplated herein that are required to be performed or complied with or
satisfied by it on or before the Closing Date.

     3.10.  CONSUMMATION OF THE TRANSACTIONS. The transactions contemplated by
the Related Agreements shall have been consummated.

         ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDERS

     Each Noteholder, for itself only, hereby represents and warrants, which
representations and warranties shall survive the closing, that:

     4.1.   AUTHORIZATION; ENFORCEABILITY. Noteholder has duly authorized,
executed and delivered this Agreement and such of the Related Agreements as
require execution by such Noteholder, and each constitutes the valid and binding
obligation of such Noteholder enforceable in accordance with its terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.

                                       18
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     4.2.   OWN ACCOUNT. Such Noteholder is acquiring the Notes for its own
account, and not as nominee or agent.

     4.3.   INVESTMENT INTENT. The Notes are being and will be acquired for the
purpose of investment and not with a view to distribution or resale thereof;
subject, nevertheless, to the condition that, except as otherwise provided
herein and subject to compliance with applicable securities laws, the
disposition of the property of such Noteholder shall at all times be within its
control. Such Noteholder was not formed solely for the purpose of making an
investment in the Borrower or its Subsidiaries.

     4.4.   SECURITIES LAWS. Such Noteholder understands that it must bear the
economic risk of its investment for an indefinite period of time because the
Notes are not, and will not be, registered under the Securities Act or any
applicable state securities laws, except as may be provided in this Agreement,
and may not be resold unless subsequently registered under the Securities Act
and such other laws or unless an exemption from such registration is available.
Such Noteholder acknowledges that, in issuing the Notes, the Borrower is relying
on the representations and warranties of such Noteholder in this ARTICLE IV.

     4.5.   NO BROKER. No Person has or will have, as a result of the
transactions contemplated by this Agreement, any rights, interest or valid claim
against or upon the Borrower or any of its Subsidiaries for any commission, fee
or other compensation as a finder or broker because of any act or omission by
such Noteholder or any agent of such Noteholder.

     4.6.   RESTRICTIVE LEGEND. Such Noteholder hereby acknowledges that the
Notes (unless no longer required in the opinion of counsel, which opinion and
counsel shall be reasonably satisfactory to the Borrower, it being agreed that
Goodwin Procter LLP shall be satisfactory) shall bear a legend substantially in
the following form (in addition to any other legend required by the Subordinated
Notes Documents):

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
            SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
            TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT
            TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
            EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION
            FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF
            SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
            AND BLUE SKY LAWS.

     The acquisition by such Noteholder of the Notes shall constitute a
confirmation by it of the foregoing representations.

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<Page>

           ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE BORROWER

     To induce the Noteholders to enter into this Agreement, the Borrower
represents and warrants to the Noteholders that, both before and after giving
effect to the Related Transactions:

     5.1.   ORGANIZATION. Borrower is a corporation validly existing and in good
standing under the laws of the State of Delaware; each other Loan Party is
validly existing and in good standing under the laws of the jurisdiction of its
organization; and each Loan Party is duly qualified to do business in each
jurisdiction where, because of the nature of its activities or properties, such
qualification is required, except for such jurisdictions where the failure to so
qualify would not have a Material Adverse Effect.

     5.2.   AUTHORIZATION; NO CONFLICT. Each of Borrower and each other Loan
Party is duly authorized to execute and deliver each Subordinated Notes Document
to which it is a party, Borrower is duly authorized to borrow monies hereunder,
and each of Borrower and each other Loan Party is duly authorized to perform its
Obligations under each Subordinated Notes Document to which it is a party. The
execution, delivery and performance by Borrower of this Agreement and by each of
Borrower and each other Loan Party of each Subordinated Notes Document to which
it is a party, and the borrowings by Borrower hereunder, do not and will not (a)
require any consent or approval of any governmental agency or authority (other
than any consent or approval which has been obtained and is in full force and
effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws
or other organizational documents of Borrower or any other Loan Party or (iii)
any agreement, indenture, instrument or other document, or any judgment, order
or decree, which is binding upon Borrower or any other Loan Party or any of
their respective properties or (c) require, or result in, the creation or
imposition of any Lien on any asset of Borrower, any Subsidiary or any other
Loan Party.

     5.3.   VALIDITY; BINDING NATURE. Each of this Agreement and each other
Subordinated Notes Document to which Borrower or any other Loan Party is a party
is the legal, valid and binding obligation of such Person, enforceable against
such Person in accordance with its terms, subject to bankruptcy, insolvency and
similar laws affecting the enforceability of creditors' rights generally and to
general principles of equity.

     5.4.   FINANCIAL CONDITION.

                  (a)  The audited consolidated financial statements of Borrower
and the Subsidiaries as at its Fiscal Years ending December 31, 2002 and
December 31, 2003, and the unaudited consolidated financial statements of
Borrower and the Subsidiaries as at June 30, 2004, copies of each of which have
been delivered pursuant hereto, were prepared in accordance with GAAP (subject,
in the case of such unaudited statements, to the absence of footnotes and to
normal year-end adjustments) and present fairly the consolidated financial
condition of such Persons as at such dates and the results of their operations
for the periods then ended.

                                       20
<Page>

                (b)    The consolidated financial projections (including an
operating budget and a cash flow budget) of Borrower for the 3- year period
commencing January 1, 2005 delivered to the Noteholders on or prior to the
Closing Date (i) were prepared by Borrower in good faith and (ii) were prepared
in accordance with assumptions for which Borrower has a reasonable basis, and
the accompanying consolidated pro forma balance sheet of Borrower as at the
Closing Date, adjusted to give effect to the consummation of the Related
Transactions and the financings contemplated hereby as if such transactions had
occurred on such date, is consistent in all material respects with such
projections.

     5.5.   NO MATERIAL ADVERSE CHANGE. Since May 31, 2004, there has been no
material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Loan Parties taken as a whole.

     5.6.   LITIGATION. No litigation (including derivative actions),
arbitration proceeding or governmental investigation or proceeding is pending
or, to Borrower's knowledge, threatened against any Loan Party which could
reasonably be expected to have a Material Adverse Effect, except as set forth in
SCHEDULE 5.6. As of the Closing Date, other than any liability incident to such
litigation or proceedings, neither Borrower nor any other Loan Party has any
material Contingent Obligations not listed on SCHEDULE 7.1.

     5.7.   OWNERSHIP OF PROPERTIES; LIENS. Each of Borrower and each other Loan
Party owns good and, in the case of real property, marketable title to all of
its properties and assets, real and personal, tangible and intangible, of any
nature whatsoever (including patents, trademarks, trade names, service marks and
copyrights), free and clear of all Liens, charges and claims (including
infringement claims with respect to patents, trademarks, service marks,
copyrights and the like), except as permitted by SECTION 7.2.

     5.8.   CAPITALIZATION. All issued and outstanding equity securities of
Borrower and the other Loan Parties are duly authorized and validly issued,
fully paid, non-assessable, and free and clear of all Liens other than those in
favor of Agent, and such securities were issued in compliance with all
applicable state and federal laws concerning the issuance of securities.
SCHEDULE 5.8 sets forth the authorized equity securities of each Loan Party as
of the Closing Date. All of the issued and outstanding equity of Clayton
Holdings, Inc. is owned as set forth on SCHEDULE 5.8 as of the Closing Date, all
of the issued and outstanding equity of Borrower is owned by Clayton Holdings,
Inc., and all of the issued and outstanding equity of each Wholly-Owned
Subsidiary is, directly or indirectly, owned by Borrower. As of the Closing
Date, except as set forth on SCHEDULE 5.8, there are no pre-emptive or other
outstanding rights, options, warrants, conversion rights or other similar
agreements or understandings for the purchase or acquisition of any equity
interests of Borrower or any other Loan Party.

     5.9.   PENSION PLANS. During the twelve-consecutive-month period prior to
the Closing Date or the purchase of any Notes hereunder, (i) no steps have been
taken to terminate any Pension Plan and (ii) no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA. No

                                       21
<Page>

condition exists or event or transaction has occurred with respect to any
Pension Plan which could result in the incurrence by Borrower or any other Loan
Party of any material liability, fine or penalty. All contributions (if any)
have been made to any Multiemployer Pension Plan that are required to be made by
any Loan Party or any other member of the Controlled Group under the terms of
the plan or of any collective bargaining agreement or by applicable law; neither
any Loan Party nor any member of the Controlled Group has withdrawn or partially
withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability
with respect to any such plan or received notice of any claim or demand for
withdrawal liability or partial withdrawal liability from any such plan, and no
condition has occurred which, if continued, could result in a withdrawal or
partial withdrawal from any such plan, and neither any Loan Party nor any member
of the Controlled Group has received any notice that any Multiemployer Pension
Plan is in reorganization, that increased contributions may be required to avoid
a reduction in plan benefits or the imposition of any excise tax, that any such
plan is or has been funded at a rate less than that required under Section 412
of the IRC, that any such plan is or may be terminated, or that any such plan is
or may become insolvent.

     5.10.  INVESTMENT COMPANY ACT. Neither Borrower nor any other Loan Party is
an "investment company" or a company "controlled" by an "investment company" or
a "subsidiary" of an "investment company", within the meaning of the Investment
Company Act of 1940.

     5.11.  PUBLIC UTILITY HOLDING COMPANY ACT. Neither Borrower nor any other
Loan Party is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935.

     5.12.  MARGIN STOCK. Neither Borrower nor any other Loan Party is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock. No portion of the
Obligations is secured directly or indirectly by Margin Stock.

     5.13.  TAXES. Each of Borrower and each other Loan Party has filed all tax
returns and reports required by law to have been filed by it and has paid all
taxes and governmental charges thereby shown to be owing, except any such taxes
or charges which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.

     5.14.        SOLVENCY. On the Closing Date, and immediately prior to and
after giving effect to the purchase of each Note hereunder and the use of the
proceeds thereof, with respect to each of Borrower and each other Loan Party,
individually, (a) the fair value of its assets is greater than the amount of its
probable liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated, (b) the
present fair saleable value of its assets is not less than the amount that will
be required to pay the probable liability on its debts as they become absolute
and matured, (c) it is able to realize upon its assets and pay its debts and
other liabilities (including disputed, contingent and unliquidated liabilities)
as they mature in the normal

                                       22
<Page>

course of business, (d) it does not intend to, and does not believe that it
will, incur debts or liabilities beyond its ability to pay as such debts and
liabilities mature and (e) it is not engaged in business or a transaction, and
is not about to engage in business or a transaction, for which its property
would constitute unreasonably small capital.

     5.15.  ENVIRONMENTAL MATTERS. The on-going operations of Borrower and each
other Loan Party comply in all respects with all Environmental Laws, except such
non-compliance which could not (if enforced in accordance with applicable law)
reasonably be expected to result in a Material Adverse Effect. Borrower and each
other Loan Party have obtained, and maintained in good standing, all licenses,
permits, authorizations and registrations required under any Environmental Law
and necessary for their respective ordinary course operations, and Borrower and
each other Loan Party are in compliance with all material terms and conditions
thereof, except where the failure to do so could not reasonably be expected to
result in material liability to Borrower or any other Loan Party and could not
reasonably be expected to result in a Material Adverse Effect. None of Borrower,
any other Loan Party or any of their respective properties or operations is
subject to any outstanding written order from or agreement with any Federal,
state or local governmental authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim
or Hazardous Substance. There are no Hazardous Substances or other conditions or
circumstances existing with respect to any property, or arising from operations
prior to the Closing Date, of Borrower or any other Loan Party that would
reasonably be expected to result in a Material Adverse Effect. Neither Borrower
nor any other Loan Party has any underground storage tanks that are not properly
registered or permitted under applicable Environmental Laws or that are leaking
or disposing of Hazardous Substances.

     5.16.  INSURANCE. Borrower and each other Loan Party and their respective
properties are insured with financially sound and reputable insurance companies
which are not Affiliates of Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where Borrower or such
other Loan Party operates. A true and complete listing of such insurance as of
the Closing Date, including issuers, coverages and deductibles, is set forth on
SCHEDULE 5.16.

     5.17.  INFORMATION. All information heretofore or contemporaneously
herewith furnished in writing by Borrower or any other Loan Party to Noteholders
for purposes of or in connection with this Agreement and the transactions
contemplated hereby is, and all written information hereafter furnished by or on
behalf of Borrower or any Loan Party to Noteholders pursuant hereto or in
connection herewith will be, to its knowledge, true and accurate in every
material respect on the date as of which such information is dated or certified,
and none of such information is or, to its knowledge, will be incomplete by
omitting to state any material fact necessary to make such information not
misleading in light of the circumstances under which made (it being recognized
by Noteholders that any projections and forecasts provided by Borrower are based
on good faith estimates and assumptions believed by Borrower to be reasonable as
of the date of the applicable projections or assumptions and that actual results
during the period or periods covered by any such projections and forecasts may
differ from projected or forecasted results).

                                       23
<Page>

     5.18.  INTELLECTUAL PROPERTY. Borrower and each other Loan Party owns and
possesses or has a license or other right to use all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights and copyrights as are necessary for the conduct of the
business of Borrower and the other Loan Parties, without any infringement upon
rights of others which could reasonably be expected to have a Material Adverse
Effect.

     5.19.  RESTRICTIVE PROVISIONS. Neither Borrower nor any other Loan Party is
a party to any agreement or contract or subject to any restriction contained in
its operative documents which could reasonably be expected to have a Material
Adverse Effect.

     5.20.  LABOR MATTERS. Except as set forth on SCHEDULE 5.20, neither
Borrower nor any other Loan Party is subject to any labor or collective
bargaining agreement. There are no existing or threatened strikes, lockouts or
other labor disputes involving Borrower or any other Loan Party that singly or
in the aggregate could reasonably be expected to have a Material Adverse Effect.
Hours worked by and payment made to employees of Borrower and the other Loan
Parties are not in violation of the Fair Labor Standards Act or any other
applicable law, rule or regulation dealing with such matters.

     5.21.  NO DEFAULT. No Event of Default or Default exists or would result
from the incurrence by any Loan Party of any Debt hereunder or under any other
Subordinated Notes Document.

     5.22.  RELATED AGREEMENTS. Borrower has furnished Noteholders a true and
correct copy of the Related Agreements pursuant hereto. Each of Borrower and, to
Borrower's knowledge, each other party to the Related Agreements, has duly taken
all necessary organizational action to authorize the execution, delivery and
performance of the Related Agreements and the consummation of transactions
contemplated thereby. As of the Closing Date, the Related Transactions have been
consummated in accordance with the terms of the Related Agreements. To its
knowledge, the Related Transactions will comply with all applicable legal
requirements, and all necessary governmental, regulatory, creditor, shareholder,
partner and other material consents, approvals and exemptions required to be
obtained by Borrower and, to Borrower's knowledge, each other party to the
Related Agreements in connection with the Related Transactions will be, prior to
consummation of the Related Transactions, duly obtained and will be in full
force and effect. As of the date of the Related Agreements, all applicable
waiting periods with respect to the Related Transactions will have expired
without any action being taken by any competent governmental authority which
restrains, prevents or imposes material adverse conditions upon the consummation
of the Related Transactions. The execution and delivery of the Related
Agreements did not, and the consummation of the Related Transactions will not,
violate any statute or regulation of the United States (including any securities
law) or of any state or other applicable jurisdiction, or any order, judgment or
decree of any court or governmental body binding on Borrower or, to Borrower's
knowledge, any other party to the Related Agreements, or result in a breach of,
or constitute a default under, any material agreement, indenture, instrument or
other document, or any judgment, order or decree, to which Borrower is a party
or by which Borrower is bound or, to Borrower's knowledge, to which any other
party to the Related
                                       24
<Page>

Agreements is a party or by which any such party is bound. No statement or
representation made in the Related Agreements by Borrower or, to Borrower's
knowledge, any other Person, contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary in
order to make the statements made therein, in light of the circumstances under
which they are made, not misleading.

               ARTICLE VI - AFFIRMATIVE COVENANTS OF THE BORROWER

     The Borrower covenants and agrees that so long as any of the Notes are
outstanding it will:

     6.1.   INFORMATION. Furnish to Noteholders:

            6.1.1.  ANNUAL REPORT. Promptly when available and in any event
within 90 days after the close of each Fiscal Year: (a) a copy of the annual
audit report of Borrower and the Subsidiaries for such Fiscal Year, including
therein a consolidated balance sheet and statements of earnings and cash flows
of Borrower and the Subsidiaries as at the end of and for such Fiscal Year,
certified without qualification by independent auditors of recognized standing
selected by Borrower and reasonably acceptable to Noteholders, together with a
comparison with the budget for such Fiscal Year and a comparison with the
previous Fiscal Year; and (b) a consolidating balance sheet of Borrower and the
Subsidiaries as of the end of such Fiscal Year and consolidating statements of
earnings and cash flows for Borrower and the Subsidiaries for such Fiscal Year,
certified by the chief financial officer of Borrower.

            6.1.2.  INTERIM REPORTS. Promptly when available and in any event
within 30 days after the end of each month, (i) consolidated and consolidating
balance sheets of Borrower and the Subsidiaries as of the end of such month,
together with consolidated and consolidating statements of earnings and a
consolidated and consolidating statement of cash flows for such month and for
the period beginning with the first day of such Fiscal Year and ending on the
last day of such month, together with a comparison with the corresponding period
of the previous Fiscal Year and a comparison with the budget for such period of
the current Fiscal Year, certified by the chief financial officer of Borrower,
and (ii) a written statement of Borrower's management setting forth a discussion
of Borrower's financial condition, changes in financial condition and results of
operations.

            6.1.3.  COMPLIANCE CERTIFICATE. Contemporaneously with the
furnishing of a copy of each annual audit report pursuant to SECTION 6.1.1 and
each set of monthly statements delivered at the end of each Fiscal Quarter
pursuant to SECTION 6.1.2 (and as required by SECTIONS 7.4 AND 7.11) a duly
completed Compliance Certificate, with appropriate insertions, dated the date of
such annual report or such quarterly statements, and signed by the chief
financial officer of Borrower, containing a computation of each of the financial
ratios and restrictions set forth in SECTION 7.14 and to the effect that such
officer has not become aware of any Event of Default or Default that has
occurred and is

                                       25
<Page>

continuing or, if there is any such event, describing it and the steps, if any,
being taken to cure it.

            6.1.4.  REPORTS TO SEC AND SHAREHOLDERS. Promptly upon the filing or
sending thereof, copies of (a) all regular, periodic or special reports of each
Loan Party filed with the Securities Exchange Commission, (b) all registration
statements of each Loan Party filed with the Securities Exchange Commission
(other than on Form S-8) and (c) all proxy statements or other material
communications made to security holders generally.

            6.1.5.  NOTICE OF DEFAULT; LITIGATION; ERISA MATTERS. Promptly upon
becoming aware of any of the following, written notice describing the same and
the steps being taken by Borrower or the applicable Loan Party affected thereby
with respect thereto:

                  (a)  the occurrence of an Event of Default or a Default;

                  (b)  any litigation, arbitration or governmental investigation
or proceeding not previously disclosed by Borrower to Noteholders which has been
instituted or, to the knowledge of Borrower, is threatened against Borrower or
any other Loan Party or to which any of the properties of any thereof is subject
which would reasonably be expected to have a Material Adverse Effect;

                  (c)  the institution of any steps by any member of the
Controlled Group or any other Person to terminate any Pension Plan, or the
failure of any member of the Controlled Group to make a required contribution to
any Pension Plan (if such failure is sufficient to give rise to a Lien under
Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of
any action with respect to a Pension Plan which could result in the requirement
that Borrower or any other Loan Party furnish a bond or other security to the
PBGC or such Pension Plan, or the occurrence of any event with respect to any
Pension Plan or Multiemployer Pension Plan which could result in the incurrence
by any member of the Controlled Group of any material liability, fine or penalty
(including any claim or demand for withdrawal liability or partial withdrawal
from any Multiemployer Pension Plan), or any material increase in the contingent
liability of Borrower or any other Loan Party with respect to any
post-retirement welfare plan benefit, or any notice that any Multiemployer
Pension Plan is in reorganization, that increased contributions may be required
to avoid a reduction in plan benefits or the imposition of an excise tax, that
any such plan is or has been funded at a rate less than that required under
Section 412 of the IRC, that any such plan is or may be terminated, or that any
such plan is or may become insolvent;

                  (d)  any cancellation or material adverse change in any
insurance maintained by Borrower or any other Loan Party; or

                  (e)  any other event (including (i) any violation of any
Environmental Law or the assertion of any Environmental Claim or (ii) the
enactment or

                                       26
<Page>

effectiveness of any law, rule or regulation) which would reasonably be expected
to have a Material Adverse Effect.

            6.1.6.  RESERVED.

            6.1.7.  MANAGEMENT REPORT. Promptly upon receipt thereof, copies of
all detailed financial and management reports submitted to Borrower or any other
Loan Party by independent auditors in connection with each annual or interim
audit made by such auditors of the books of Borrower or any other Loan Party.

            6.1.8.  PROJECTIONS. As soon as practicable, and in any event not
later than 30 days after the commencement of each Fiscal Year, financial
projections for Borrower and the Subsidiaries for the upcoming three Fiscal
Years (including monthly operating and cash flow budgets for the immediately
following Fiscal Year) prepared in a manner consistent with the projections
delivered by Borrower to Noteholders prior to the Closing Date or otherwise in a
manner reasonably satisfactory to them, accompanied by a certificate of a chief
financial officer of Borrower on behalf of Borrower to the effect that (a) such
projections were prepared by Borrower in good faith, (b) Borrower has a
reasonable basis for the assumptions contained in such projections and (c) such
projections have been prepared in accordance with such assumptions.

            6.1.9.  SENIOR CREDIT AGREEMENT NOTICES. Promptly following receipt,
copies of any material notices (including notices of default or acceleration)
received from any holder or trustee of, under or with respect to any Senior
Debt. The Borrower shall also deliver to each Noteholder a copy of all reports,
certificates, documents and other information delivered to the Senior Lender
and/or Agent, as applicable, pursuant to the terms of the Senior Credit
Agreement contemporaneously with the delivery of such reports, certificates,
documents and other information to the Senior Lenders and/or Agent, as
applicable.

            6.1.10. OTHER INFORMATION.  Promptly from time to time, such other
information concerning Borrower and any other Loan Party as any Noteholder may
reasonably request.

     6.2.   BOOKS; RECORDS; INSPECTIONS. Keep, and cause each other Loan Party
to keep, its books and records in accordance with sound business practices
sufficient to allow the preparation of financial statements in accordance with
GAAP; permit, and cause each other Loan Party to permit, Noteholders or any
representatives thereof to inspect the properties and operations of Borrower or
such other Loan Party; and permit, and cause each other Loan Party to permit, at
any reasonable time and with reasonable notice (or at any time without notice if
an Event of Default exists), Noteholders or any representatives thereof to visit
any or all of its offices, to discuss its financial matters with its officers
and its independent auditors (and Borrower hereby authorizes such independent
auditors to discuss such financial matters with any Noteholder or any
representative thereof), and to examine (and, at the expense of Borrower or the
applicable Loan Party, photocopy extracts from) any of its books or other
records; and permit, and cause each other Loan Party to permit, Noteholders and
their representatives to inspect

                                       27
<Page>

the Collateral and other tangible assets of Borrower or such Subsidiary, to
perform appraisals of the equipment of Borrower or such Subsidiary, and to
inspect, audit, check and make copies of and extracts from the books, records,
computer data, computer programs, journals, orders, receipts, correspondence and
other data relating to any Collateral. All such inspections or audits by
Noteholders shall be at Borrower's expense, provided that so long as no Event of
Default or Default exists, Borrower shall not be required to (i) reimburse
Noteholder for appraisals more frequently than once each Fiscal Year or (ii)
permit inspections and appraisals more than two (2) times per year in total.

     6.3.   MAINTENANCE OF PROPERTY; INSURANCE.

                  (a)  Keep, and cause each other Loan Party to keep, all
property useful and necessary in the business of Borrower or such other Loan
Party in good working order and condition, ordinary wear and tear excepted.

                  (b)  Maintain, and cause each other Loan Party to maintain,
with responsible insurance companies, such insurance coverage as shall be
required by all laws, governmental regulations and court decrees and orders
applicable to it and such other insurance, to such extent and against such
hazards and liabilities, as is customarily maintained by companies similarly
situated; provided that in any event, such insurance shall insure against all
risks and liabilities of the type insured against as of the Closing Date and
shall have insured amounts no less than, and deductibles no higher than, those
amounts provided for as of the Closing Date. Upon request of any Noteholder,
Borrower shall furnish to such Noteholder a certificate setting forth in
reasonable detail the nature and extent of all insurance maintained by Borrower
and each other Loan Party. Borrower shall cause each issuer of an insurance
policy to provide Noteholders with an endorsement providing that 30 days' notice
will be given to Noteholders prior to any cancellation of, or reduction or
change in coverage provided by such policy.

     6.4.   COMPLIANCE WITH LAWS; PAYMENT OF TAXES AND LIABILITIES.

                  (a)  Comply, and cause each other Loan Party to comply, in all
material respects with all applicable laws, rules, regulations, decrees, orders,
judgments, licenses and permits, except where failure to comply would not
reasonably be expected to have a Material Adverse Effect; and (b) pay, and cause
each other Loan Party to pay, prior to delinquency, all taxes and other
governmental charges against it or any of its property, as well as claims of any
kind which, if unpaid, could become a Lien on any of its property; provided that
the foregoing shall not require Borrower or any other Loan Party to pay any such
tax or charge so long as it shall contest the validity thereof in good faith by
appropriate proceedings and shall set aside on its books adequate reserves with
respect thereto in accordance with GAAP.

     6.5.   MAINTENANCE OF EXISTENCE. Maintain and preserve, and (subject to
SECTION 7.5) cause each other Loan Party to maintain and preserve, (a) its
existence and good standing in the jurisdiction of its organization and (b) its
qualification to do business and good standing in each jurisdiction where the
nature of its business makes such

                                       28
<Page>

qualification necessary, other than any such jurisdiction where the failure to
be qualified or in good standing would not reasonably be expected to have a
Material Adverse Effect.

     6.6.   EMPLOYEE BENEFIT PLANS. Maintain, and cause each other Loan Party to
maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

     6.7.   ENVIRONMENTAL MATTERS. If any release or disposal of Hazardous
Substances shall occur or shall have occurred on any real property or any other
assets of Borrower or any other Loan Party, cause, or direct the applicable Loan
Party to cause, the prompt containment and removal of such Hazardous Substances
and the remediation of such real property or other assets as is necessary to
comply with all Environmental Laws and to preserve the value of such real
property or other assets, except where failure to cause such containment or
removal would not reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, Borrower shall, and shall
cause each other Loan Party to, comply with each valid Federal or state judicial
or administrative order requiring the performance at any real property by
Borrower or any other Loan Party of activities in response to the release or
threatened release of a Hazardous Substance, unless the failure to comply with
such orders would not reasonably be expected to have a Material Adverse Effect.

                ARTICLE VII - NEGATIVE COVENANTS OF THE BORROWER

     The Borrower hereby agrees that, until all Obligations (other than
contingent indemnification obligations to the extent no claim giving rise
thereto has been asserted) of the Borrower and the other Loan Parties hereunder
to the Noteholders are indefeasibly paid in full and all Notes have been
terminated or cancelled, it will:

     7.1.   DEBT. Not, and not permit any other Loan Party to, create, incur,
assume or suffer to exist any Debt, except:

                  (a)  Obligations under this Agreement and the other
Subordinated Notes Documents;

                  (b)  Debt secured by Liens permitted by SECTION 7.2(d), and
extensions, renewals and refinancings thereof; provided that the aggregate
amount of all such Debt at any time outstanding shall not exceed $550,000;

                  (c)  Debt of Borrower to any domestic Wholly-Owned Subsidiary
or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic
Wholly-Owned Subsidiary;

                  (d)  The Contingent Payments;

                  (e)  Debt described on SCHEDULE 7.1 as of the Closing Date,
and any extension, renewal or refinancing thereof so long as the principal
amount thereof is not increased;

                                       29
<Page>

                  (f)  Debt incurred under the Senior Loan Documents;

                  (g)  Contingent Obligations arising with respect to customary
indemnification obligations in favor of purchasers in connection with
dispositions permitted under SECTION 7.5;

                  (h)  The Seller Subordinated Debt;

                  (i)  Hedging Obligations incurred to satisfy Borrower's
obligations under Section 6.9 of the Senior Credit Agreement; and

                  (j)  other Debt, in addition to the Debt listed above, in an
aggregate outstanding amount not at any time exceeding $550,000.

     7.2.   LIENS. Not, and not permit any other Loan Party to, create or permit
to exist any Lien on any of its real or personal properties, assets or rights of
whatsoever nature (whether now owned or hereafter acquired), except:

                  (a)  Liens for taxes or other governmental charges not at the
time delinquent or thereafter payable without penalty or being diligently
contested in good faith by appropriate proceedings and, in each case, for which
it maintains adequate reserves in accordance with GAAP;

                  (b)  Liens arising in the ordinary course of business (such as
(i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and
other similar Liens imposed by law and (ii) Liens incurred in connection with
worker's compensation, unemployment compensation and other types of social
security (excluding Liens arising under ERISA) or in connection with surety
bonds, bids, performance bonds and similar obligations) for sums not overdue or
being diligently contested in good faith by appropriate proceedings and not
involving any deposits or advances or borrowed money or the deferred purchase
price of property or services and, in each case, for which it maintains adequate
reserves in accordance with GAAP;

                  (c)  Liens described on SCHEDULE 7.2 as of the Closing Date;

                  (d)  subject to the limitation set forth in SECTION 7.1(b),
(i) Liens arising in connection with Capital Leases (and attaching only to the
property being leased), (ii) Liens existing on property at the time of the
acquisition thereof by Borrower or any Subsidiary (and not created in
contemplation of such acquisition) and (iii) Liens that constitute purchase
money security interests on any property securing debt incurred for the purpose
of financing all or any part of the cost of acquiring such property, provided
that any such Lien attaches to such property within 60 days of the acquisition
thereof and attaches solely to the property so acquired;

                  (e)  attachments, appeal bonds, judgments and other similar
Liens, for sums not exceeding $550,000 arising in connection with court
proceedings; provided that the execution or other enforcement of such Liens is
effectively stayed and

                                       30
<Page>

the claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

                  (f)  easements, rights of way, restrictions, minor defects or
irregularities in title and other similar Liens not interfering in any material
respect with the ordinary conduct of the business of Borrower or any Subsidiary;

                  (g)  Liens arising under the Senior Loan Documents; and

                  (h)  the replacement, extension or renewal of any Lien
permitted by clause (c) above upon or in the same property subject thereto
arising out of the extension, renewal or replacement of the Debt secured thereby
(without increase in the amount thereof).

     7.3.   RESERVED.

     7.4.   RESTRICTED PAYMENTS. Not, and not permit any other Loan Party to,
(a) make any dividend or other distribution to any of its equity holders, (b)
purchase or redeem any of its equity interests or any warrants, options or other
rights in respect thereof, (c) pay any management fees or similar fees to any of
its equity holders or any Affiliate thereof, (d) make any redemption, prepayment
(whether mandatory or optional), defeasance, repurchase or any other payment in
respect of any Seller Subordinated Debt other than pursuant to the Seller
Subordination Agreement or (e) set aside funds for any of the foregoing.
Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make
other distributions to Borrower or to a domestic Wholly-Owned Subsidiary and
(ii) Borrower may make distributions to Clayton Holdings, Inc. to permit Clayton
Holdings, Inc. to pay federal and state income taxes then due and owing by
Holdings (or its equity holders), so long as the amount of such distributions
shall not be greater, nor the receipt by Borrower of tax benefits less, than
they would have been had Borrower not filed consolidated income tax returns with
such Person.

     7.5.   SUBSIDIARIES; MERGERS; CONSOLIDATIONS; ASSET SALES.

                  (a)  Not, and not permit any other Loan Party to, be a party
to any merger or consolidation, except for (i) any such merger or consolidation
of any Subsidiary into Borrower or any domestic Wholly-Owned Subsidiary and (ii)
Acquisitions permitted under SECTION 7.11.

                  (b)  Not, and not permit any other Loan Party to, sell,
transfer, dispose of, convey or lease any of its assets or equity interests, or
sell or assign with or without recourse any receivables, except for (i) sales
and dispositions of assets (excluding any equity interests of Borrower or any
Subsidiary) for at least fair market value (as determined by the Board of
Directors of Borrower) so long as the net book value of all assets sold or
otherwise disposed of in any Fiscal Year does not exceed $550,000 and (ii) sales
of inventory in the ordinary course of business.

                                       31
<Page>

                  (c)  Not, and not permit any other Loan Party to, form or
acquire any Subsidiary except in connection with, and subject to the
satisfaction of the conditions relating to, an Acquisition as set forth in
SECTION 7.11.

     7.6.   MODIFICATION OF ORGANIZATIONAL DOCUMENTS. Not permit the charter,
by-laws or other organizational documents of Borrower or any other Loan Party to
be amended or modified in any way which could reasonably be expected to
materially adversely affect the interests of Noteholders.

     7.7.   USE OF PROCEEDS. Use the proceeds of the Notes, solely to finance
the Related Transactions, for working capital, for Acquisitions permitted by
SECTION 7.11, for Capital Expenditures and for other general business purposes;
and not use or permit any proceeds of any Note to be used, either directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
"purchasing or carrying" any Margin Stock.

     7.8.   TRANSACTIONS WITH AFFILIATES. Except as set forth on SCHEDULE 7.8,
not, and not permit any other Loan Party to, enter into, or cause, suffer or
permit to exist any transaction, arrangement or contract with any of its other
Affiliates, which is on terms which are less favorable than are obtainable from
any Person which is not one of its Affiliates.

     7.9.   INCONSISTENT AGREEMENTS. Not, and not permit any other Loan Party
to, enter into any agreement containing any provision which would (a) be
violated or breached by any borrowing by Borrower hereunder or by the
performance by Borrower or any other Loan Party of any of its Obligations
hereunder or under any other Subordinated Notes Document, (b) prohibit Borrower
or any other Loan Party from granting to Noteholders a Lien on any of its
assets, or (c) create or permit to exist or become effective any encumbrance or
restriction on the ability of any other Loan Party to (i) pay dividends or make
other distributions to Borrower or any other Subsidiary, or pay any Debt owed to
Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any
other Loan Party, or (iii) transfer any of its assets or properties to Borrower
or any other Loan Party.

     7.10.  BUSINESS ACTIVITIES. Not, and not permit any other Loan Party to,
engage in any line of business other than the businesses engaged in on the
Closing Date and businesses reasonably related thereto. Not, and not permit any
other Loan Party to, issue any equity interest other than (a) any issuance of
shares of the common equity securities of Clayton Holdings, Inc. pursuant to any
employee or director option or stock purchase program, benefit plan or
compensation program, or (b) any issuance by a Subsidiary to Borrower or another
Subsidiary in accordance with SECTION 7.4.

     7.11.  INVESTMENTS. Not, and not permit any other Loan Party to, make or
permit to exist any Investment in any other Person, except the following:

                  (a)  Investments constituting Debt permitted by
SECTION 7.1(c);

                                       32
<Page>

                  (b)  Contingent Obligations constituting Debt permitted by
SECTION 7.1 or Liens permitted by SECTION 7.2;

                  (c)  Cash Equivalent Investments;

                  (d)  bank deposits in the ordinary course of business;

                  (e)  Investments in securities of Account Debtors received
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such Account Debtors;

                  (f)  Investments listed on SCHEDULE 7.11 as of the Closing
Date;

                  (g)  any purchase or other acquisition by Borrower or any
domestic Wholly-Owned Subsidiary of the assets or equity interests of any
Subsidiary; and

                  (h)  any purchase or Acquisition by Borrower or any domestic
Wholly-Owned Subsidiary of the assets or equity interests of a Target to the
extent the Permitted Acquisitions Conditions Precedent attached hereto as
Exhibit C are satisfied in a manner satisfactory to Noteholders.

     7.12.  RESTRICTION OF AMENDMENTS TO CERTAIN DOCUMENTS. Not amend or
otherwise modify, or waive any rights under (a) any Related Agreement (other
than the Senior Loan Documents, except as restricted pursuant to the Mezzanine
Subordination Agreement), other than immaterial amendments, modifications and
waivers not adverse to the interests of Noteholders or (b) any provisions of any
Subordinated Debt (except that the terms of the obligations of the Loan Parties
under the Subordinated Notes Documents may be amended to the extent permitted
under the Mezzanine Subordination Agreement).

     7.13.  FISCAL YEAR. Not change its Fiscal Year.

     7.14.  FINANCIAL COVENANTS.

            7.14.1. FIXED CHARGE COVERAGE RATIO.

            Not permit the Fixed Charge Coverage Ratio for any Computation
Period to be less than the applicable ratio set forth below for such Computation
Period:

<Table>
<Caption>
                   Computation                                  Fixed Charge
                  Period Ending                                Coverage Ratio
                  -------------                                --------------
                     <S>                                        <C>
                     9/30/04                                    0.85 to 1.00
                     12/31/04                                   0.90 to 1.00
                     3/31/05                                    0.95 to 1.00
</Table>

                                       33
<Page>

<Table>
                     <S>                                        <C>
                     6/30/05                                    1.00 to 1.00
                     9/30/05                                    1.00 to 1.00
                     12/31/05                                   1.00 to 1.00
                     3/31/06                                    1.10 to 1.00
                     6/30/06                                    1.10 to 1.00
                     9/30/06                                    1.10 to 1.00
                     12/31/06                                   1.10 to 1.00
                     3/31/07                                    1.10 to 1.00
                     6/30/07                                    1.10 to 1.00
                     9/30/07                                    1.10 to 1.00
                     12/31/07                                   1.10 to 1.00
                     3/30/08                                    1.10 to 1.00
                     6/29/08                                    1.10 to 1.00
                     9/29/08                                    1.10 to 1.00
                     12/30/08                                   1.10 to 1.00
                     3/30/09                                    1.10 to 1.00
                     6/29/09                                    1.10 to 1.00
                     9/29/09                                    1.10 to 1.00
                     12/30/09                                   1.10 to 1.00
</Table>

            7.14.2. RESERVED.

            7.14.3. SENIOR DEBT TO EBITDA RATIO.

            Not permit the Senior Debt to EBITDA Ratio as of the last day of any
Computation Period to exceed the applicable ratio set forth below for such
Computation Period:

<Table>
<Caption>
                   Computation                              Senior Debt to
                  Period Ending                              EBITDA Ratio
                  -------------                              ------------
                     <S>                                     <C>
                     9/30/04                                 3.40 to 1.00
                     12/31/04                                3.00 to 1.00
                     3/31/05                                 2.80 to 1.00
                     6/30/05                                 2.65 to 1.00
                     9/30/05                                 2.50 to 1.00
</Table>

                                       34
<Page>

<Table>
                     <S>                                     <C>
                     12/31/05                                2.30 to 1.00
                     3/31/06                                 2.25 to 1.00
                     6/30/06                                 2.10 to 1.00
                     9/30/06                                 2.00 to 1.00
                     12/31/06                                2.00 to 1.00
                     3/31/07                                 2.00 to 1.00
                     6/30/07                                 2.00 to 1.00
                     9/30/07                                 2.00 to 1.00
                     12/31/07                                2.00 to 1.00
                     3/30/08                                 2.00 to 1.00
                     6/29/08                                 2.00 to 1.00
                     9/29/08                                 2.00 to 1.00
                     12/30/08                                2.00 to 1.00
                     3/30/09                                 2.00 to 1.00
                     6/29/09                                 2.00 to 1.00
                     9/29/09                                 2.00 to 1.00
                     12/30/09                                2.00 to 1.00
</Table>

            7.14.4. TOTAL DEBT TO EBITDA RATIO.

            Not permit the Total Debt to EBITDA Ratio as of the last day of any
Computation Period to exceed the applicable ratio set forth below for such
Computation Period:

<Table>
<Caption>
                   Computation                              Total Debt to
                  Period Ending                              EBITDA Ratio
                  -------------                              ------------
                     <S>                                     <C>
                     9/30/04                                 4.50 to 1.00
                     12/31/04                                3.95 to 1.00
                     3/31/05                                 3.75 to 1.00
                     6/30/05                                 3.50 to 1.00
                     9/30/05                                 3.35 to 1.00
                     12/31/05                                3.25 to 1.00
                     3/31/06                                 3.25 to 1.00
                     6/30/06                                 3.00 to 1.00
                     9/30/06                                 3.00 to 1.00
</Table>

                                       35
<Page>

<Table>
                     <S>                                     <C>
                     12/31/06                                2.75 to 1.00
                     3/31/07                                 2.75 to 1.00
                     6/30/07                                 2.75 to 1.00
                     9/30/07                                 2.75 to 1.00
                     12/31/07                                2.75 to 1.00
                     3/30/08                                 2.75 to 1.00
                     6/29/08                                 2.75 to 1.00
                     9/29/08                                 2.75 to 1.00
                     12/30/08                                2.75 to 1.00
                     3/30/09                                 2.75 to 1.00
                     6/29/09                                 2.75 to 1.00
                     9/29/09                                 2.75 to 1.00
                     12/30/09                                2.75 to 1.00
</Table>

            7.14.5. RESERVED.

            7.14.6. CAPITAL EXPENDITURES.

            Not permit the aggregate amount of all Capital Expenditures made by
Borrower and the Subsidiaries in any Fiscal Year to exceed the applicable amount
set forth below for such Fiscal Year:

<Table>
<Caption>
                                                                Capital
                  Fiscal Year Ending                         Expenditures
                  ------------------                         ------------
                       <S>                                   <C>
                       12/31/04                              $  5,000,000
                       12/31/05                              $  5,000,000
                       12/31/06                              $  5,500,000
                       12/31/07                              $  6,000,000
                       12/30/08                              $  6,500,000
                       12/30/09                              $  7,000,000
</Table>

If Borrower does not utilize the entire amount of Capital Expenditures permitted
in any Fiscal Year, so long as no Default or Event of Default exists or would be
caused thereby, Borrower may carry forward to the immediately succeeding Fiscal
Year only, 50% of such unutilized amount (with Capital Expenditures made by
Borrower in such succeeding Fiscal Year applied last to such unutilized amount).

                                       36
<Page>

                   ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES

     8.1.   EVENTS OF DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement:

            8.1.1.  NON-PAYMENT OF CREDIT. Default in the payment when due of
the principal of any Note; or default, and continuance thereof for three days,
in the payment when due of any interest, fee, reimbursement obligation with
respect to any Note or other amount payable by any Loan Party hereunder or under
any other Subordinated Notes Document.

            8.1.2.  DEFAULT UNDER OTHER DEBT. Any default shall occur under the
terms applicable to any Debt of any Loan Party in an aggregate amount (for all
such Debt so affected and including undrawn committed or available amounts and
amounts owing to all creditors under any combined or syndicated credit
arrangement) exceeding $500,000 and such default shall accelerate the maturity
of such Debt prior to its expressed maturity.

            8.1.3.  BANKRUPTCY; INSOLVENCY. Any Loan Party becomes insolvent or
generally fails to pay, or admits in writing its inability or refusal to pay,
debts as they become due; or any Loan Party applies for, consents to, or
acquiesces in the appointment of a trustee, receiver or other custodian for such
Loan Party or any property thereof, or makes a general assignment for the
benefit of creditors; or, in the absence of such application, consent or
acquiescence, a trustee, receiver or other custodian is appointed for any Loan
Party or for a substantial part of the property of any thereof and is not
discharged within 60 days; or any bankruptcy, reorganization, debt arrangement,
or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding, is commenced in respect of any Loan
Party, and if such case or proceeding is not commenced by such Loan Party, it is
consented to or acquiesced in by such Loan Party, or remains for 60 days
undismissed; or any Loan Party takes any action to authorize, or in furtherance
of, any of the foregoing.

            8.1.4.  NON-COMPLIANCE WITH SUBORDINATED NOTES DOCUMENTS. (a)
Failure by Borrower to comply with or to perform any covenant set forth in
SECTIONS 6.1.1, 6.1.2, 6.1.3, 6.1.4, 6.1.5(a), 6.1.8, 6.3(b), 6.5, 6.7, and 7;
or (b) failure by any Loan Party to comply with or to perform any other
provision of this Agreement or any other Subordinated Notes Document applicable
to it (and not constituting an Event of Default under any other provision of
this SECTION 8) and continuance of such failure described in this clause (b) for
30 days.

            8.1.5.  REPRESENTATIONS; WARRANTIES. Any representation or warranty
made by any Loan Party herein or any other Subordinated Notes Document is
breached or is false or misleading in any material respect, or any schedule,
certificate, financial statement, report, notice or other writing furnished by
any Loan Party to Noteholders in connection herewith is false or misleading in
any material respect on the date as of which the facts therein set forth are
stated or certified.

                                       37
<Page>

            8.1.6.  PENSION PLANS. (a) Institution of any steps by any Person to
terminate a Pension Plan if as a result of such termination any Loan Party or
any member of the Controlled Group could be required to make a contribution to
such Pension Plan, or could incur a liability or obligation to such Pension
Plan, in excess of $100,000; (b) a contribution failure occurs with respect to
any Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA; or (c) there shall occur any withdrawal or partial withdrawal from a
Multiemployer Pension Plan and the withdrawal liability (without unaccrued
interest) to Multiemployer Pension Plans as a result of such withdrawal
(including any outstanding withdrawal liability that Borrower or any other Loan
Party or any member of the Controlled Group have incurred on the date of such
withdrawal) exceeds $550,000.

            8.1.7.  JUDGMENTS. Final judgments which exceed an aggregate of
$550,000 shall be rendered against any Loan Party and shall not have been paid,
discharged or vacated or had execution thereof stayed pending appeal within 60
days after entry or filing of such judgments.

            8.1.8.  CHANGE OF CONTROL. (a) Sponsor and its Affiliates shall
collectively cease to, directly or indirectly, own and control at least (x) 51%
of the outstanding equity interests of Clayton Holdings, Inc. or (y) possess the
right to elect (through contract, ownership of voting securities or otherwise) a
majority of the board of directors (or similar governing body) of Clayton
Holdings, Inc. and to direct the management policies and decisions of Clayton
Holdings, Inc., (b) any Person or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934 as in effect on the Closing
Date) other than Sponsor or any of its Affiliates shall have acquired a greater
beneficial ownership in the voting equity interests of Clayton Holdings, Inc.
than that held collectively by Sponsor and its Affiliates, (c) a majority of the
board of directors of Clayton Holdings, Inc. (or similar governing body) shall
cease to consist of the directors (or similar parties) of Clayton Holdings, Inc.
on the Closing Date (after giving effect to the Related Transactions) and other
directors (or similar parties) whose nomination for election to the board of
directors (or similar governing body) of Clayton Holdings, Inc. is recommended
by at least a majority of the foregoing described directors (or similar
parties), (d) Clayton Holdings, Inc. shall cease to directly own and control
100% of each class of the outstanding equity interests of Borrower, (e) Borrower
shall cease to, directly or indirectly, own and control 100% of each class of
the outstanding equity interests of each Subsidiary, or (f) a Mandatory
Repurchase Event shall occur.

     8.2.   REMEDIES. If any Event of Default described in SECTION 8.1.3 shall
occur, the Notes and all other Obligations shall become immediately due and
payable, all without presentment, demand, protest or notice of any kind; and, if
any other Event of Default shall occur and be continuing, Noteholders (upon the
written request Noteholders holding greater than fifty percent (50%), voting
together as a single class, in principal amount of the Notes) shall declare all
or any part of the Notes and other Obligations to be due and payable, whereupon
the Notes and other Obligations shall become immediately due and payable (in
whole or in part, as applicable), all without presentment, demand, protest or
notice of any kind. Noteholders shall promptly advise Borrower of any such

                                       38
<Page>

declaration, but failure to do so shall not impair the effect of such
declaration. Notwithstanding the foregoing, the effect as an Event of Default of
any event described in SECTION 8.1.1 may only be waived by the written
concurrence of each Noteholder, and the effect as an Event of Default of any
other event described in this SECTION 8 may be waived by the written concurrence
of Noteholders holding greater than fifty percent (50%), voting together as a
single class, in principal amount of the Notes.

     8.3.   NATURE OF REMEDIES. All rights and remedies granted to the
Noteholders hereunder and under the Related Agreements, or otherwise available
at law or in equity, shall be deemed concurrent and cumulative, and not
alternative remedies, and the Noteholders may proceed with any number of
remedies at the same time until all Obligations are satisfied in full. The
exercise of any one right or remedy shall not be deemed a waiver or release of
any other right or remedy, and the Noteholders, upon or at any time after the
occurrence of an Event of Default, may proceed against the Borrower at any time,
under any agreement, with any available remedy and in any order.

     8.4.   SET-OFF. If any bank account or other Property held by or with the
Noteholders, or any Affiliate of the Noteholders, or any participant is attached
or otherwise liened or levied upon by any third party, the Noteholders (and such
participant) shall have and be deemed to have, without notice to the Borrower,
the immediate right of set-off and may apply the funds or other amounts or
property thus set off against any of the Obligations hereunder then due and
payable.

     8.5.   DISTRIBUTION OF PROCEEDS. In the event that following the occurrence
or during the continuance of any Event of Default, any Noteholder receives any
monies with respect to the amounts due hereunder, such monies shall be
distributed for application as follows:

            8.5.1.  First, to the payment of, or (as the case may be) the
reimbursement of the Noteholders for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or sustained
by the Noteholders in connection with the collection of such monies by the
Noteholders, for the exercise, protection or enforcement by the Noteholders of
all or any of the rights, remedies, powers and privileges of the Noteholders
under this Agreement or any of the other Subordinated Notes Documents pro rata
based on the relative amount so incurred or sustained;

            8.5.2.  Second, to all other Obligations in such order or preference
as the Noteholders may determine; provided, however, that distributions shall be
made among the Noteholders pro rata; and

            8.5.3.  Third, the excess, if any, shall be returned to the Borrower
or to such other Persons as are entitled thereto.


                           ARTICLE IX - MISCELLANEOUS

     9.1.   NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the part of
any Noteholder, in exercising any right, power or remedy hereunder shall operate
as a

                                       39
<Page>

waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

     9.2.   AMENDMENTS, WAIVERS AND CONSENTS. Any provision in this Agreement or
the Notes or the other Subordinated Notes Documents to the contrary
notwithstanding, changes in or additions to this Agreement may be made, and
compliance with any covenant or provision herein set forth may be omitted or
waived, if the Borrower shall, as long as any Notes are outstanding, obtain
consent thereto in writing from the holder or holders of at least greater than
fifty percent (50%), voting together as a single class, in principal amount of
all Notes then outstanding, and shall, in any case, deliver copies of such
consent in writing to all other holders of Notes; provided that no such consent
shall be effective to reduce or to postpone the date fixed for the payment of
the principal (including any required redemption) or interest payable on any
Note without the consent of the holder thereof, or to alter or amend any
provisions relating to prepayments, mandatory purchase or the terms of
subordination, or to alter or amend the consent mechanism provided for under
this SECTION 9.2.

     9.3.   ADDRESSES FOR NOTICES, ETC. All notices, requests, demands and other
communications provided for hereunder shall be in writing and mailed (by first
class registered or certified mail, postage prepaid), sent by express overnight
courier service or electronic facsimile transmission with a copy by mail, or
delivered to the applicable party at the addresses indicated below:

            If to the Borrower:

            Clayton GRP, Inc.
            2 Corporation Drive
            Shelton, CT 06484
            Attention: Stephen M. Lamando

            If to the Noteholders:

            TA Associates, Inc.
            125 High Street Tower
            Suite 2500
            Boston, MA
            Attention: Roger B. Kafker and Todd R. Crockett

                                       40
<Page>

            Lamando Charitable Remainder UniTrust Under Agreement Dated May 15,
            2004
            8 Bermuda Road
            Westport, CT 06880

            Madison Capital Funding LLC
            30 South Wacker
            Suite 3700
            Chicago, IL 60606
            Attention: Clayton Account Manager

            Libman Family Holdings LLC
            1065 Weed Street
            New Canaan, CT 06840

            If to any other holder of the Notes:

            at such holder's address for notice as set forth in the transfer
            records of the Borrower

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the other party complying as to delivery with
the terms of this Section. All such notices, requests, demands and other
communications shall, when mailed or sent, respectively, be effective (i) three
(3) days after being deposited in the mails or (ii) one Business Day after being
deposited with the express overnight courier service or sent by electronic
facsimile transmission (with receipt confirmed), respectively, addressed as
aforesaid.

     9.4.   COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Noteholders in connection with the
preparation, execution and delivery of this Agreement, the Notes, the other
Subordinated Notes Documents and other instruments and documents to be delivered
hereunder, and in connection with the consummation of the transactions
contemplated hereby and thereby, as well as all reasonable costs and expenses of
the Noteholders in connection with the amendment, waiver (whether or not such
amendment or waiver becomes effective) or enforcement of this Agreement, the
Notes, the other Subordinated Notes Documents, and other instruments and
documents to be delivered hereunder and thereunder, including without limitation
the expenses of the Noteholders under SUB-SECTION 6.3 hereof at any time after a
Default has occurred and is continuing.

     9.5.   ASSIGNABILITY; BINDING AGREEMENT. This Agreement may not be assigned
by any party hereto without the prior written consent of each other party
hereto; provided, however, that any Noteholder may assign this Agreement freely
without consent to any transferee permitted under SECTION 2.9 and, provided
further, that, (i) Lamando Charitable Remainder UniTrust Under Agreement Dated
May 15, 2004 shall not be permitted to acquire greater than fifty percent (50%)
of the principal amount of the Notes outstanding at any time without the consent
of the Agent and (ii) no Noteholder

                                       41
<Page>

shall assign its interest to Stephen M. Lamando without the consent of the
Agent. Any assignment of this Agreement shall only become effective upon the
assignee's agreement to be subject to the terms and conditions of the Mezzanine
Subordination Agreement. This Agreement shall be binding upon and enforceable
by, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns, and no others. Notwithstanding the foregoing,
nothing in this Agreement is intended to give any Person not named herein the
benefit of any legal or equitable right, remedy or claim under this Agreement.

     9.6.   PAYMENTS IN RESPECT OF NOTES. Each Noteholder and any successor
holder of the Notes, by their acceptance thereof, agree that, with respect to
all sums received by them applicable to the payment of principal of or interest
on the Notes, equitable adjustment will be made among them so that, in effect,
all such sums shall be shared ratably by all of the holders of the Notes,
whether received by voluntary payment, by the exercise of the right of set off,
by counterclaim or cross-action or by the enforcement of any or all of the
Notes. If any holder of the Notes receives any payment on its Notes in excess of
its pro rata portion, then such holder receiving such excess payment shall
purchase for cash from the other holders an interest in their Notes in such
amounts as shall result in a ratable participation by all of the holders in the
aggregate unpaid amount of Notes then outstanding. The Borrower shall not have
any obligation to any Person under this SECTION 9.6.

     9.7.   INDEMNIFICATION. In addition to the payment of expenses otherwise
pursuant to this Agreement, whether or not the transactions contemplated hereby
shall be consummated, the Borrower agrees to indemnify, pay and hold each
Noteholder and the partners, members, officers, directors, employees and agents
of each Noteholder (collectively, the "INDEMNITEES") harmless from and against,
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, the reasonable fees and
disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceedings, whether or not such
Indemnitees shall be designated a party thereto), which may be imposed on,
incurred by, or asserted against such Indemnitee, in any manner relating to or
arising out of (i) this Agreement, the Notes, and the other Subordinated Notes
Documents and all other matters related thereto in connection therewith, (ii)
the Noteholders' agreement to purchase the Notes, or the use or intended use of
the proceeds of the Notes hereunder, (iii) the violation of any securities law
by the Borrower or any of its Subsidiaries, or (iv) the failure of any of the
parties (other than the Noteholders) to the Subordinated Notes Documents to
comply with any law, rule or regulation applicable to the transactions
contemplated thereby (the "INDEMNIFIED LIABILITIES"); provided that the Borrower
shall have no obligation to an Indemnitee hereunder with respect to Indemnified
Liabilities which are determined by a final court decision to have resulted from
the gross negligence or willful misconduct of that Indemnitee. To the extent
that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any
of them.

                                       42
<Page>

     9.8.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made to the Noteholders in this Agreement, the Notes, the
Subordinated Notes Documents or any other instrument or document delivered in
connection herewith or therewith, shall survive the execution and delivery
hereof and thereof, regardless of any investigation made by the Noteholders or
on behalf of the Noteholders.

     9.9.   PRIOR AGREEMENTS. This Agreement and the Subordinated Notes
Documents constitute the entire agreement between the parties and supersedes any
prior understandings or agreements concerning the subject matter hereof or
thereof.

     9.10.  SEVERABILITY. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.

     9.11.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts applied to
contracts to be performed wholly within the Commonwealth of Massachusetts. Any
judicial proceeding brought by or against the Borrower with respect to any of
the Obligations, this Agreement, the other Subordinated Note Documents or any
related agreement may be brought in any court of competent jurisdiction in the
Commonwealth of Massachusetts, United States of America, and, by execution and
delivery of this Agreement, the Borrower accepts for itself and in connection
with its properties, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement. The Borrower hereby
waives personal service of any and all process upon it and consents that all
such service of process may be made by registered mail (return receipt
requested) directed to the Borrower at its address set forth in SECTION 9.3 and
service so made shall be deemed completed five (5) days after the same shall
have been so deposited in the mails of the United States of America. Nothing
herein shall affect the right to serve process in any manner permitted by law or
shall limit the right of any Noteholder to bring proceedings against the
Borrower in the courts of any other jurisdiction. The Borrower waives any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non conveniens. The Borrower waives the right to remove any judicial
proceeding brought against the Borrower in any state court to any federal court.
Any judicial proceeding by the Borrower against any Noteholder involving,
directly or indirectly, any matter or claim in any way arising out of, related
to or connected with this Agreement or any related agreement, shall be brought
only in a federal or state court located in the Suffolk County, Commonwealth of
Massachusetts.

     9.12.  JURY WAIVER. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT

                                       43
<Page>

EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     9.13.  COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which when so executed and delivered shall be
taken to be an original; but such counterparts shall together constitute but one
and the same document.

     9.14.  FURTHER ASSURANCES. From and after the date of this Agreement, upon
the request of the Noteholders, the Borrower and its Subsidiaries shall execute
and deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of the Subordinated Notes Documents.

     9.15.  SPECIFIC PERFORMANCE. Upon breach or default by the Borrower with
respect to any obligation hereunder or under the Notes, each Noteholder shall be
entitled to protect and enforce its rights at law, or in equity or by other
appropriate proceedings for specific performance of such obligation, or for an
injunction against such breach or default, or in aid of the exercise of any
power or remedy granted hereby or thereby or by law.

     9.16.  ACTIONS BY NOTEHOLDERS. Except as provided in SECTION 9.2, wherever
in this Agreement action is required or permitted to be taken by, or consent is
required of, or a matter requires the satisfaction of, the Noteholders, such
action may be taken by, and/or such consent may be obtained from, and/or such
satisfaction may be expressed by, the holders of greater than fifty percent
(50%), voting together as a single class, of the principal amount of all Notes
then outstanding.

     9.17.  LIMITATION OF LIABILITY. No Noteholder shall have any liability to
the Borrower or the Borrower's Subsidiaries (whether sounding in tort, contract,
or otherwise) for consequential damages suffered by the Borrower and its
Subsidiaries in connection with, arising out of, or in any way related to the
transactions or relationships contemplated by the Subordinated Notes Documents,
or any act, omission or event occurring in connection therewith, or for any
special exemplary or punitive damages, and the Borrower and its Subsidiaries
hereby waive, to the maximum extent not prohibited by law, any right they may
have to claim or recover any of the foregoing.

     9.18.  CONFIDENTIALITY AGREEMENT. Each Noteholder shall hold all financial
information of the Borrower and their Subsidiaries and other non-public
information

                                       44
<Page>

obtained from the Borrower pursuant to the requirements of this Agreement in
accordance with such Noteholder's customary procedures for handling confidential
information of this nature; provided, however, any Noteholder may disclose such
confidential information (a) to its examiners, affiliates, outside auditors,
counsel and other professional advisors, (b) or to any prospective transferees
and assignees, (c) in connection with any proceeding or action to enforce such
Noteholder's rights hereunder or in connection herewith or with the Related
Transactions, and (d) as required or requested by any Governmental Authority or
representative thereof or pursuant to legal process; provided, further that in
no event shall any Noteholder be obligated to return any materials furnished by
the Borrower or any Subsidiary. For the purposes of this SECTION 9.18, the term
"GOVERNMENTAL AUTHORITY" shall mean the government of any nation, state, city,
locality or other political subdivision of any thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

                       ARTICLE X - GUARANTEE OF THE NOTES

     Each Guarantor unconditionally guarantees, as a primary obligor and not
merely as a surety, jointly and severally with each other Guarantor, the due and
punctual payment of the principal of, and interest on, each of the Notes when
and as due, whether at maturity, by acceleration, by notice of prepayment or
otherwise and the due and punctual payment and performance of all other
Obligations of the Borrower with respect to the Notes (the "GUARANTEED
OBLIGATIONS"). Each Guarantor further agrees that the Guaranteed Obligations may
be extended and renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its guarantee notwithstanding
any extension or renewal of any Guaranteed Obligations.

     Each Guarantor waives presentment to, demand of payment from and protest to
the Borrower of any of the Guaranteed Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. The
obligations of a Guarantor hereunder shall not be affected by (a) the failure of
any Noteholder to assert any claim or demand or to enforce any right or remedy
against the Borrower, as the case may be, or any other Guarantor under the
provisions of this Agreement, the Notes or any of the other Subordinated Notes
Documents or otherwise; (b) any rescission, waiver, amendment or modification of
any of the terms or provisions of this Agreement, the Notes, any guarantee or
any other agreement; (c) the failure of any Noteholder to exercise any right or
remedy against any other Guarantor of any obligations hereunder; or (d) the
failure of any Noteholder to take, register, perfect or preserve any security
for any of the obligations hereunder.

     The obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense or set off, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise.

                                       45
<Page>

Without limiting the generality of the foregoing, the obligations of each
Guarantor hereunder shall not be discharged or impaired or otherwise affected by
the failure of any Noteholder to assert any claim or demand or to enforce any
remedy under this Agreement, the Notes, or under any other guarantee or any
other agreement, by any waiver or modification of any provision thereof, by any
default, failure or delay, willful or otherwise, in the performance of any
Guaranteed Obligations, or by any other act or omission which may or might
otherwise in any manner or to any extent vary the risk or reduce or extinguish
the liability of such Guarantor or otherwise operate as a discharge of such
Guarantor as a matter of law or equity.

     Each Guarantor further agrees that its guarantee shall be a continuing
guarantee and shall stand as a guarantee of full and final payment and
performance of all Guaranteed Obligations hereunder from time to time and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal or interest on any obligation
hereunder is rescinded or must otherwise be returned by the Noteholders upon the
bankruptcy or reorganization of the Borrower or otherwise.

     Each Guarantor hereby waives and releases in favor of the Noteholders all
rights of subrogation against or in respect of the Borrower and its property and
all rights of indemnification, contribution and reimbursement from the Borrower
and its property, in each case in connection with this guarantee and any
payments made hereunder, and regardless of whether such rights arise by
operation of law, pursuant to contract or otherwise until such time as the
obligations hereunder have been fully and finally performed and paid.

     If, in any action to enforce this guaranty or any proceeding to allow or
adjudicate a claim under this guaranty, a court of competent jurisdiction
determined that enforcement of this guaranty against any Guarantor for the full
amount of the obligations hereunder is not lawful under, or would be subject to
avoidance under, Section 548 of the United States Bankruptcy Code or any
applicable provision of comparable state law, the liability of such Guarantor
under this guaranty shall be limited to the maximum amount lawful and not
subject to avoidance under such law.

         [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

                                       46
<Page>

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

BORROWER:              CLAYTON GRP, INC.


                       By: /s/ Stephen M. Lamando
                           -----------------------------------------------------
                           Name: Stephen M. Lamando
                           Its:


NOTEHOLDER:            TA INVESTORS II, L.P.
                       By:  TA Associates, Inc., its General Partner


                       By:/s/ Roger B. Kafker
                          ------------------------------------------------------
                           Name: Roger Kafker
                           Its: Managing Director


NOTEHOLDER:            TA SUBORDINATED DEBT FUND, L.P.
                       By:  TA Associates SDF LLC, its General Partner
                            By: TA Associates, Inc., its Manager


                       By:/s/ Roger B. Kafker
                          ------------------------------------------------------
                           Name: Roger Kafker
                           Its: Managing Director


                                            SUBORDINATED NOTE PURCHASE AGREEMENT

<Page>

NOTEHOLDER:            LAMANDO CHARITABLE REMAINDER
                       UNITRUST UNDER AGREEMENT DATED
                       MAY 15, 2004


                       By:/s/ Stephen M. Lamando
                          ------------------------------------------------------
                           Name: Stephen M. Lamando
                           Title:


NOTEHOLDER:            MADISON CAPITAL FUNDING LLC


                       By:/s/ K. Thomas Klimmick
                          ------------------------------------------------------
                           Name: K. Thomas Klimmick
                           Its:  Managing Director


NOTEHOLDER:            LIBMAN FAMILY HOLDINGS LLC


                       By:/s/ Brian Libman
                          ------------------------------------------------------
                        Name: Brian Libman
                        Its:  Member


GUARANTOR:             CLAYTON HOLDINGS, INC.


                       By:/s/ Brian Newman
                          ------------------------------------------------------
                           Name: Brian Newman
                           Its:


GUARANTOR:             CLAYTON TECHNOLOGIES, INC.


                       By:/s/ Stephen M. Lamando
                          ------------------------------------------------------
                           Name: Stephen M. Lamando
                           Title:


                                            SUBORDINATED NOTE PURCHASE AGREEMENT

<Page>

GUARANTOR:             FMSI ACQUISITION CO., INC.


                       By:/s/ Stephen M. Lamando
                          ------------------------------------------------------
                          Name: Stephen M. Lamando
                          Title:


                                            SUBORDINATED NOTE PURCHASE AGREEMENT