<PAGE>

                             AMENDMENT NO. 3 TO
                           STOCKHOLDERS AGREEMENT

     This Amendment No. 3 to Stockholders Agreement (this "Amendment") is 
made and entered into as of December 4, 1996 by and between Aftermarket 
Technology Holdings Corp., a Delaware corporation (the "Company"), Aurora 
Equity Partners L.P., a Delaware limited partnership ("AEP"), Aurora Overseas 
Equity Partners I, L.P., a Cayman Islands exempted limited partnership 
("AOEP"), and each of the stockholders of the Company who are signatories 
hereto (the "Stockholders").

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

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

     WHEREAS, the parties hereto desire to amend the Stockholders Agreement 
as follows: (i) to clarify that from and after the effective date of the 
merger (the "Merger") of the Company into Aftermarket Technology Corp., the 
Company's wholly-owned subsidiary ("ATC"), any reference to the "Company" 
shall be deemed to be a reference to ATC; (ii) to add demand registration 
rights for the benefit of any stockholder who is a party to the Stockholders 
Agreement and who, after a distribution of shares by AEP or AOEP to their 
limited partners, owns at least 10% of the outstanding common stock and is 
therefore unable to resell his shares without registration because his stock 
ownership causes him to be an affiliate of ATC (and therefore subject to 
certain statutory resale restrictions); (iii) to clarify that the Company 
will pay all expenses relating to the registration of securities resulting 
from an exercise of the "piggyback" or demand registration rights granted 
therein; and (iv) to clarify that the holdback agreement provision applicable 
to underwritten offerings applies to 


<PAGE>

a Qualified IPO (as defined in the Stockholders Agreement) that is 
consummated on or before March 31, 1997.

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

     1.  AMENDMENT.

          (a) Section 10.6 of the Stockholders Agreement is hereby deleted in 
     its entirety and the following is hereby substituted in its place:

          "10.6  SUCCESSORS AND ASSIGNS.  Except as otherwise expressly 
     provided herein, this Agreement shall be binding upon and inure to the 
     benefit of the Company, its successors and assigns, and the Stockholders 
     and their respective heirs, personal representatives, successors and 
     permitted assigns. In the event that the Company is merged into Aftermarket
     Technology Corp., a Delaware corporation and the Company's wholly-owned 
     subsidiary ("ATC"), upon the effectiveness of such merger, any reference 
     in this Agreement to the "Company" shall be deemed to be a reference to 
     ATC."

          (b) Exhibit D to the Stockholders Agreement is hereby deleted in its 
     entirety and the attached Annex A is hereby substituted in its place.

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

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


                                       2

<PAGE>

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

                                  AFTERMARKET TECHNOLOGY
                                  HOLDINGS CORP.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------

                                  THE CLASS A STOCKHOLDERS:

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

                                  JAMES R. WEHR REVOCABLE TRUST



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



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


                                       3

<PAGE>

                                  THE CLASS B STOCKHOLDERS:


                                  ALLENWOOD VENTURES, INC.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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


                                   ROBERT ANDERSON VARIABLE TRUST



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



                                  THE ANDREW W. MELLON FOUNDATION



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------


                                  AURORA CAPITAL PARTNERS L.P.

                                  By:  Aurora Advisors, Inc.,
                                       its general partner



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                        4

<PAGE>

                                  AURORA OVERSEAS CAPITAL
                                  PARTNERS, L.P.

                                  By:  Aurora Overseas Advisors Ltd., 
                                       its general partner



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  BANCBOSTON INVESTMENTS, INC.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  BANKAMERICA CAPITAL CORPORATION


                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  CALIFORNIA PUBLIC EMPLOYEES'
                                  RETIREMENT SYSTEM



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------




                                       5

<PAGE>

                                  CASTLEROCK INVESTMENTS LTD.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  CHEMICAL EQUITY ASSOCIATES



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  CHEMICAL INVESTMENTS, INC.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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


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



                                   THE TRUSTEES OF DARTMOUTH COLLEGE



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------


                                       6

<PAGE>


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



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



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



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



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



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



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



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



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



                                       7

<PAGE>

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



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



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



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



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



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



                                  DELTA MASTER TRUST



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



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



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


                                       8

<PAGE>

                                  GENERAL ELECTRIC PENSION TRUST



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title: Trustee



                                  HARBOURTON REASSURANCE, INC.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



                                  HELLER FINANCIAL, INC.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



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



                                       9

<PAGE>

                                  L-A&A GIFT TRUST FBO 
                                  ELLIOT LEEDOM ACKERMAN



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  L-A&A GIFT TRUST FBO 
                                  NATHANEL LEEDOM ACKERMAN



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



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

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




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


                                      10

<PAGE>

                                  NHL HOLDINGS LTD.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  OGAC LIMITED



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  ORYX EQUITY PARTNERS FUND I LTD.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



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

                                  By:
                                     -------------------------------
                                     Gloria M. Roeder



                                  By:
                                     -------------------------------
                                     Richard K. Roeder



                                      11

<PAGE>

                                  SOMERVILLE S TRUST



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  SPRINGBROOK, G.P.



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



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



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



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



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                       12

<PAGE>

                                  UNIVERSITY OF SOUTHERN CALIFORNIA



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------



                                  W. S. INVESTMENTS L.P.




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




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



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



                                      13

<PAGE>
                                  THE CLASS C STOCKHOLDERS:




                                  AURORA EQUITY PARTNERS L.P.

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

                                  By:  Aurora Advisors, Inc.,
                                       its general partner



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------




                                  AURORA OVERSEAS EQUITY
                                  PARTNERS I, L.P.

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

                                  By:  Aurora Overseas Advisors Ltd., 
                                       its general partner



                                  By:
                                     -------------------------------
                                  Name:
                                       -----------------------------
                                  Title:
                                        ----------------------------




                                       14

<PAGE>

                                                                       ANNEX A

                                  EXHIBIT D

                             REGISTRATION RIGHTS

1.   "PIGGY-BACK" REGISTRATION.

     (a)  RIGHT TO INCLUDE REGISTRABLE SECURITIES. Except in the case of a 
Qualified IPO that is consummated on or before March 31, 1997, if the Company 
at any time proposes to effect a Qualified IPO or, following a Qualified IPO, 
proposes to register any of its equity securities under the Act (other than 
by a registration on Form S-4 or S-8 or any successor or similar forms), 
whether or not for sale for its own account, in a manner which would permit 
registration of Registrable Securities for sale to the public under the Act, 
then the Company will each such time give prompt written notice (which shall 
be at least 30 days prior to filing) to all Eligible Holders of Registrable 
Securities of its intention to do so and of such Eligible Holders' rights 
under this Paragraph 1.  Upon the written request of any such Eligible Holder 
made within 20 days after the receipt of any such notice (which request shall 
specify the Registrable Securities intended to be disposed of by such 
Eligible Holder and the intended method of disposition thereof), the Company 
will use its best efforts to effect the registration under the Act of all 
Registrable Securities which the Company has been so requested to register by 
the holders thereof, to the extent requisite to permit the disposition (in 
accordance with the intended methods thereof as aforesaid) of the Registrable 
Securities so to be registered, by inclusion of such Registrable Securities 
in the registration statement which covers the securities which the Company 
proposes to register or in a separate registration statement concurrently 
filed and on terms substantially the same as those being offered to the 
Company; PROVIDED that if, at any time after giving written notice of its 
intention to register any securities and prior to the effective date of the 
registration statement filed in connection with such registration, the 
Company shall determine for any reason not to register or to delay 
registration of such securities, the Company may, at its election, give 
written notice of such determination to each Eligible Holder of Registrable 
Securities and, thereupon:

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

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

          (b)  PRIORITY IN "PIGGY-BACK" REGISTRATIONS.  If a registration 
pursuant to this Paragraph 1 involves an underwritten offering and the managing 
underwriter advises the Company in writing that, in its opinion, the number of 
securities 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-1 
<PAGE>

requested to be included in such registration exceeds the number which can be 
sold in such offering without adversely affecting the offering, the Company will
include in such registration to the extent of the number which the Company is so
advised can be sold in such offering without adversely affecting the offering, 
securities determined as follows:

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

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

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

2.   DEMAND REGISTRATION RIGHT OF CERTAIN ELIGIBLE HOLDERS.

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

            (i)  each Demand Holder may make a Registration Demand under this
     Paragraph 2 only one time, PROVIDED, HOWEVER, that if, after completion of
     the resulting registered offering, such Demand Holder continues to hold 
     10% or more of the outstanding Common Stock or holds 10% or more of the 
     outstanding Common Stock as the result of a subsequent distribution of 
     shares by either or both of the Aurora Entities to their limited 
     partners, such Demand 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-2

<PAGE>

     Holder shall have the right to make one additional Registration Demand; 

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

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

          (iv)   notwithstanding the giving of a Registration Demand by a
     Demand Holder, the Company may elect to convert the required registration
     into a registration of shares for sale by the Company pursuant to
     Paragraph 1 hereof by providing notice to the Eligible Holders in
     accordance with Paragraph 1, and in such event the provisions of
     Paragraph 1 shall apply to such registration rather than the provisions
     of this Paragraph 2 and such registration shall not count as the exercise
     of such Demand Holder's registration right under this Paragraph 2; 

          (v)    during any two-year period, the Company may make a one-time 
     election to postpone the filing or the effectiveness of a registration 
     statement in response to a Registration Demand for up to six months if 
     the Board determines, in its good faith judgment, that (x) such 
     registration would reasonably be expected to have an adverse effect on,
     interfere with or delay any proposal or plan by the Company or any of its
     subsidiaries to engage in any acquisition of assets (other than in the
     ordinary course of business) or any merger, consolidation, tender offer
     or similar transaction, (y) the filing of a registration statement or a
     sale of Registrable Securities pursuant thereto would require disclosure
     of material information that the Company has a bona fide business purpose
     for preserving as confidential, or (z) the Company is unable to comply
     with the registration requirements of the Commission; PROVIDED, that, in
     such event, the Demand Holder making the Registration Demand will be
     entitled to withdraw such demand and, if such demand is withdrawn, such
     demand will not count as a Registration Demand hereunder and the Company
     will pay all Registration Expenses in connection with such withdrawn
     demand; and 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-3

<PAGE>

          (vi)   any Registration Demand under this Paragraph 2 shall be for
     for a firm commitment underwritten offering, with respect to which the
     Company shall be required to maintain an effective registration statement
     for a maximum of 30 days.

     (b)  NOTICE OF REGISTRATION DEMAND; PARTICIPATION RIGHTS.  Any Demand 
Holder desiring to make a Registration Demand shall do so by providing 
written notice to the Company (which notice shall state the number of shares 
of Registrable Securities the Demand Holder desires the Company to register), 
and the Company promptly shall provide written notice of such Registration 
Demand to all of the other Eligible Holders and all of the Eligible Holders 
then will have the opportunity to include in the offering shares of 
Registrable Securities then owned by such Eligible Holders, but in each case 
only to the extent permitted by subdivision (c) of this Paragraph 2.  In 
addition, subject to subdivision (c) of this Paragraph 2, the Company may 
elect to include in any registration statement and offering pursuant to this 
Paragraph 2 newly issued shares of Registrable Securities.  Solely for 
purposes of Paragraphs 3 through 9 below, any securities registered pursuant 
to this Paragraph 2 shall be deemed to be Registrable Securities.

     (c)  PRIORITY.  Notwithstanding the foregoing, if the managing 
underwriter of a registered offering being made in response to a Registration 
Demand advises the Company in writing that the number of shares of 
Registrable Securities desired to be offered by the Company or Eligible 
Holders other than the Demand Holder who made the Registration Demand, 
together with the Demand Registration Securities of such Demand Holder, 
exceeds the maximum number of such shares which the managing underwriter 
considers, in good faith, to be appropriate based on market conditions and 
other relevant factors (including, without limitation, pricing) (the "Maximum 
Number"), then the securities proposed to be included by Eligible Holders 
other than such Demand Holder (the "Other Sellers") shall be excluded from 
such registration before any such securities of such Demand Holder or the 
Company shall be excluded.  If, and to the extent that, after the exclusion 
of the securities proposed to be included by the Other Sellers, the number of 
securities proposed to be included by such Demand Holder and the Company 
exceeds the Maximum Number, such securities to be included on behalf of the 
Company shall be excluded to the extent necessary to avoid exceeding the 
Maximum Number.  Each of the Demand Holder, the Other Sellers and the Company 
(in the event that any securities are to be offered by the Company) may 
withdraw from any demand registration pursuant to this Paragraph 2 by giving 
written notice to the Company prior to the filing date of such registration 
statement and, in the event of a withdrawal by the Demand Holder whose 
Registration Demand gave rise to the registration, such withdrawn 
Registration Demand shall not be deemed to be a Registration Demand counting 
against the permissible number of Registration Demands set forth in Paragraph 
2(a)(i) if the Demand Holder pays or promptly reimburses the Company for all 
Registration Expenses incurred by the Company in connection with such 
withdrawn Registration Demand.


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-4

<PAGE>

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

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

          (b)  prepare and file with the Commission such amendments and 
     supplements to such registration statement and the prospectus used in 
     connection therewith as may be necessary to keep such registration 
     statement effective and to comply with the provisions of the Act with 
     respect to the disposition of all securities covered by such registration
     statement until the earlier of such time as all of such securities have 
     been disposed of in accordance with the intended methods of disposition 
     by the seller or sellers thereof set forth in such registration statement
     or the expiration of 90 days after such registration statement becomes 
     effective; PROVIDED that if less than all the Registrable Securities are 
     withdrawn from registration after the expiration of such period, the shares
     so withdrawn shall be allocated PRO RATA among the holders thereof on the 
     basis of the respective numbers of Registrable Securities held by them 
     included in such registration;

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

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

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


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-5

<PAGE>

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

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

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

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

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

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

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

          (g)  immediately notify each holder of Registrable Securities covered
     by such registration statement, at any time when a prospectus relating 
     thereto is required to be delivered under the Act, of the happening of 
     any event or the existence of any condition as a result of which the 
     prospectus included in such registration statement, as then in effect, 
     includes an untrue statement of a material fact or omits to state any
     material fact required to be stated therein or necessary to make the 
     statements therein not misleading in the light of the circumstances under
     which they were made, or if in the opinion of counsel for the Company it
     is necessary to supplement or amend such prospectus to comply with law 
     and, at the request of any such holder promptly prepare and furnish to
     such holder a reasonable number of copies of a supplement to or an 
     amendment of such prospectus as may 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-6

<PAGE>

     be necessary so that, as thereafter delivered to the purchasers of such
     securities, such prospectus shall not include an untrue statement of a 
     material fact or omit to state a material fact required to be stated 
     therein or necessary to make the statements therein not misleading in 
     light of the circumstances under which they were made or such prospectus,
     as supplemented or amended, shall comply with law;

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

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

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

          (k)  pay all Registration Expenses relating to any such registration.

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

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

            (A)  that upon receipt of any notice from the Company of the
            happening of any event of the kind described in subdivision (g) of
            this Paragraph 3, such holder will forthwith discontinue such
            holder's disposition of Registrable Securities pursuant to the
            registration statement relating to such Registrable Securities until
            such holder's receipt of the copies of the supplemented or 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-7

<PAGE>

            amended prospectus contemplated by subdivision (g) of this 
            Paragraph 3 and, if so directed by the Company, will deliver to 
            the Company (at the Company's expense) all copies, other than 
            permanent file copies, then in such holder's possession of the 
            prospectus relating to such Registrable Securities current at the 
            time of receipt of such notice, and

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

     In the event the Company or any such holder shall give any such notice, 
the period referred to in subdivision (b) of this Paragraph 3 shall be 
extended by a number of days equal to the number of days during the period 
from and including the giving of notice pursuant to subdivision (g) of this 
Paragraph 3 to and including the date when each seller of any Registrable 
Securities covered by such registration statement shall have received the 
copies of the supplemented or amended prospectus contemplated by subdivision 
(g) of this Paragraph 3.

     4.   UNDERWRITTEN OFFERINGS.

          (a)  UNDERWRITING AGREEMENT.  If the Company at any time proposes 
     to register any of its securities under the Act as contemplated by 
     Paragraph 1 and such securities are to be distributed by or through one 
     or more underwriters or if the Company at any time is required to 
     register any of its securities under the Act as contemplated by 
     Paragraph 2, the Company will, subject to the provisions of subdivision 
     (b) of Paragraph 1 or subdivision (c) of Paragraph 2, use its best 
     efforts to arrange for such underwriters to include the Registrable 
     Securities to be offered and sold by each holder among the securities to 
     be distributed by such underwriters, and each holder of Registrable 
     Securities agrees, by acquisition of such Registrable Securities, that 
     all Registrable Securities of such holder to be included in such 
     registration shall be distributed and sold through such underwriters.  
     The holders of Registrable Securities to be distributed by such 
     underwriters shall be parties to the underwriting agreement between the 
     Company and such underwriters and may, at their option, require that any 
     or all of the representations and warranties by, and the other 
     agreements on the part of, the Company to and for the benefit of such 
     underwriters shall also be made to and for the benefit of such holders 
     of Registrable Securities and that any or all of the conditions 
     precedent to the obligations of such 


                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-8

<PAGE>

     underwriters shall also be made to and for the benefit of such holders 
     of Registrable Securities.  No holder of Registrable Securities shall be 
     required to make any representations or warranties to or agreements with 
     the Company or the underwriters other than representations, warranties 
     or agreements regarding such holder and such holder's intended method of 
     distribution and any other representation required by law.

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

          (c)  HOLDBACK AGREEMENTS.

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

              (ii)  The Company agrees:

              (A)  not to effect any public sale or distribution of its 
              equity securities or securities convertible into or 
              exchangeable or exercisable for any of such securities during 
              the seven days prior to and the 90 days after any firm 
              commitment underwritten registration pursuant to Paragraph 1 
              or 2 has become effective, 

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-9

<PAGE>

              except as part of such underwritten registration and except 
              pursuant to registrations on Form S-4 or S-8 or any successor 
              or similar forms thereto, and

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

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

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

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

          (b)  in the event that such reference to such holder by name or 
     otherwise is not required by the Act or any rules and regulations 
     promulgated thereunder, the deletion of the reference to such holder.

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-10

<PAGE>

     7.   INDEMNIFICATION.

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

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-11

<PAGE>

     full force and effect regardless of any investigation made by or on 
     behalf of such seller or any such director, officer, employee, agent, 
     investment advisor, partner, underwriter or controlling person and shall 
     survive the transfer of such securities by such seller.

          (b)  INDEMNIFICATION BY THE SELLERS.  The Company may require, as a 
     condition to including any Registrable Securities in any registration 
     statement filed pursuant to Paragraph 1 or 2, that the Company shall 
     have received an undertaking satisfactory to it from the prospective 
     seller of such securities, to indemnify and hold harmless (in the same 
     manner and to the same extent as set forth in subdivision (a) of this 
     Paragraph 7) the Company, each director of the Company, each officer of 
     the Company and each other person, if any, who controls the Company 
     within the meaning of either Section 15 of the Act or Section 20 of the 
     Exchange Act, with respect to any statement or alleged statement or 
     omission or alleged omission from such Registration Document, if such 
     statement or alleged statement or omission or alleged omission was made 
     in reliance upon and in conformity with written information furnished to 
     the Company through an instrument duly executed by such seller 
     specifically stating that it is for use in the preparation of such 
     Registration Document.  Notwithstanding the foregoing, in no event shall 
     any selling stockholder or any director, officer, employee, agent, 
     investment advisor or controlling person thereof be liable to indemnify 
     the Company pursuant to this subdivision (b) of this Paragraph 7 hereof 
     in an amount in excess of the amount of the net proceeds of the 
     Registrable Securities sold by him, her or it in any such offering.  
     Such indemnity shall remain in full force and effect regardless of any 
     investigation made by or on behalf of the Company of any such director, 
     officer or controlling person and shall survive the transfer of such 
     securities by such seller.
     
          (c)  NOTICES OF CLAIMS, ETC.  Promptly after receipt by an 
     indemnified party of notice of the commencement of any action or 
     proceeding involving a Claim referred to in the preceding subdivisions 
     of this Paragraph 7, such indemnified party will, if a claim in respect 
     thereof is to be made against an indemnifying party, give written notice 
     to the latter of the commencement of such action; PROVIDED that the 
     failure of any indemnified party to give notice as provided herein shall 
     not relieve the indemnifying party of its obligations under the 
     preceding subdivisions of this Paragraph 7, except to the extent that 
     the indemnifying party is actually prejudiced by such failure to give 
     notice.  In case any such action is brought against an indemnified 
     party, unless in such indemnified party's reasonable judgment a conflict 
     of interest between such indemnified and indemnifying parties may exist 
     in respect of such claim, the indemnifying party shall be entitled to 
     participate in and to assume the defense thereof, jointly with any other 
     indemnifying party similarly notified to the extent that it may wish, 
     with counsel reasonably satisfactory to such indemnified party, and 
     after notice from the indemnifying party to such indemnified party of 
     its election so to assume the defense thereof, the indemnifying party 
     shall not be liable to such indemnified party 

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-12

<PAGE>

     for any legal or other expenses subsequently incurred by the latter in 
     connection with the defense thereof other than reasonable costs of 
     investigation.  No indemnifying party shall consent to entry of any 
     judgment or enter into any settlement of any pending or threatened 
     proceeding in respect of which an indemnified party is or could have 
     been a party and indemnity could have been sought under subdivision (a) 
     of this Paragraph 7 without the consent of the indemnified party which 
     does not include as an unconditional term thereof the giving by the 
     claimant or plaintiff to such indemnified party of a release from all 
     liability in respect to such claim or litigation.
     
          (d)  OTHER INDEMNIFICATION.  Indemnification similar to that 
     specified in the preceding subdivisions of this Paragraph 7 (with 
     appropriate modifications) shall be given by the Company and each seller 
     of Registrable Securities with respect to any required registration or 
     other qualification of securities under any Federal or state law or 
     regulation of any governmental authority, other than the Act.  If the 
     indemnification provided for in subdivision (a), (b) or (c) of this 
     Paragraph 7 is unavailable to an indemnified party or insufficient in 
     respect of any losses, claims, damages or liabilities referred to 
     therein, then each indemnifying party, in lieu of indemnifying such 
     indemnified party thereunder, shall contribute to the amount paid or 
     payable by such indemnified party as a result of such losses, claims, 
     damages or liabilities (i) in such proportion as is appropriate to 
     reflect the relative benefits received by the indemnifying party or 
     parties on the one hand and the indemnified party or parties on the 
     other hand from the offering of the securities or (ii) if the allocation 
     provided by clause (i) above is not permitted by applicable law, in such 
     proportion as is appropriate to reflect not only the relative benefits 
     referred to in clause (i) above but also the relative fault of the 
     indemnified party or parties on the other hand in connection with the 
     statements or omissions that resulted in such losses, claims, damages or 
     liabilities, as well as any other relevant equitable considerations; 
     PROVIDED, HOWEVER, that in no event shall any contribution by the 
     selling stockholder or any director, officer, employee, agent, 
     investment advisor or controlling person thereof pursuant to this 
     subdivision (d) of this Paragraph 7 exceed the amount of the net 
     proceeds of the Registrable Securities sold by him, her or it in any 
     such offering.
     
          (e)  INDEMNIFICATION PAYMENTS.  The indemnification required by 
     this Paragraph 7 shall be made by periodic payments of the amount 
     thereof during the course of the investigation or defense, as and when 
     bills are received or expense, loss, damage or liability is incurred.

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

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-13

<PAGE>

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

          (a)  the Company's name, address and telephone number (including 
     area code),
     
          (b)  the Company's Internal Revenue Service identification number,
     
          (c)  the Company's Commission file number,
     
          (d)  the number of shares of Common Stock of the Company 
     outstanding as shown by the most recent report or statement published by 
     the Company, and
     
          (e)  whether the Company has filed the reports required to be filed 
     under the Exchange Act for a period of at least 90 days prior to the 
     date of such certificate and in addition has filed the most recent 
     annual report required to be filed thereunder.

                      EXHIBIT D TO STOCKHOLDERS AGREEMENT
                                      D-14