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                                                                     Exhibit 4.1


                                   DDi CORP.

                             STOCKHOLDERS AGREEMENT

     The Amended and Restated Stockholders Agreement (the "1998 Agreement") made
as of July 23, 1998 by and among:

   (i)    DDi Corp., a California corporation, f/k/a Details Holdings Corp. and
          Details, Inc. (including its successor corporation following the
          Merger (defined below), the "Company");

   (ii)   each of Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP
          Associates and BCIP Trust Associates, L.P., RGIP, LLC (collectively,
          the "Investors");

   (iii)  DI Investors, L.L.C., Chase Manhattan Capital, L.P., PMI Mezzanine
          Fund, LP, Celerity Dynamo, L.L.C., Celerity Details, L.L.C., Celerity
          Liquids, L.L.C., KB Mezzanine Fund II, L.P., Indosuez DCI Partners and
          Churchill ESOP Capital Partners (together with such others who shall
          become party to this Agreement as an Other Investor, the "Other
          Investors");

   (iv)   The holders, from time to time, of the Lender Warrants (together with
          such others who acquire Lender Shares, the "Lenders");

   (v)    Charles D. Dimick, Bruce McMaster, Lee Muse, John Peters, Terry
          Wright, Joseph P. Gisch, Kathleen M. Gisch, Eric Naroian and Thomas P.
          Caldwell (together with such others who shall become party to this
          Agreement as a Manager, the "Managers"); and

   (vi)   Bob Barante, Jorge Hernandez, Steve Garcia, Mihaela Ioana Dotiu, Jerry
          Neidhart, Anil Verma, Paul Balius, Ricki Blain, Joe Gardeski, Paul
          Walker, Ken Phillips, Armando Tongko, Michael Mosian, Tom Ingham, Ron
          Jaech, Larry Peiper, Gary Sullivan, Ronald Ryno, Jeffrey Ryno, Vernon
          Morgan and Dick Galatian (together with such others who shall become
          party to this Agreement as an Employee, the "Employees" and together
          with the Investors, the Other Investors, the Lenders and the Managers,
          the "Stockholders"),

is hereby amended and restated in its entirety pursuant to Section 12.2 of the
1998 Agreement by written agreement of the Majority Investors, the Majority
Other Holders, the Majority Managers and the Majority Lenders (as each term is
defined in the 1998 Agreement) in the form of this Stockholders Agreement (the
1998 Agreement as amended and restated hereby is referred to herein as the
"Agreement") as of March __, 2000 to read as follows:
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                                    Recitals

     1.   The Company (i) has filed a registration statement on Form S-1 with
the Commission (as defined herein); (ii) intends to merge with and into DDi
Corp., a Delaware corporation, in which merger (the "Merger") the holders of the
outstanding Common Stock of DDi Corp., a California corporation, will receive
shares of common stock, par value $.01 (the "Delaware Common Stock") of DDi
Corp., a Delaware corporation, as merger consideration; and (iii) intends to
effect an Initial Public Offering of Delaware Common Stock.

     2.   The parties desire to amend and restate the 1998 Agreement prior to
the Merger and the effectiveness of such Initial Public Offering.

     3.   Pursuant to the terms of a Share Purchase Agreement dated March __,
2000, the Company intends to acquire the capital stock of MCM Electronics, Ltd.
("MCM") and, in connection, with such acquisition, the Beneficial Owners and
Natwest Nominees (each as defined in such Share Purchase Agreement, and for
purposes of this agreement the "NatWest Investors") and all other record and/or
beneficial holders of MCM capital stock ("MCM Managers") will acquire Delaware
Common Stock in consideration of their interests in the capital stock of MCM.

     4.   It is a condition to the closing of the acquisition of MCM that the
NatWest Investors execute a counterpart signature page to this Agreement as
"Other Investors" and that MCM Managers execute a counterpart signature page to
this Agreement as "Managers."

                                    Agreement

     Therefore, the parties hereto hereby agree as follows:

1.   EFFECTIVENESS; DEFINITIONS.

     1.1  Effectiveness.  This Agreement shall become effective upon the closing
of the Initial Public Offering.

     1.2  Definitions.  Certain terms are used in this Agreement as specifically
defined herein.  These definitions are set forth or referred to in Section 13
hereof.

2.   [RESERVED].

3.   [RESERVED].

4.   [RESERVED].

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5.   [RESERVED]

6.   [RESERVED]

7.   [RESERVED]

8.   REGISTRATION RIGHTS.  The Company will perform and comply, and cause each
of their respective subsidiaries to perform and comply, with such of the
following provisions as are applicable to it.  Each holder of Shares will
perform and comply with such of the following provisions as are applicable to
such holder.

     8.1  Demand Registration Rights for Investor Shares.

          8.1  General.  One or more holders of Investor Shares representing at
     least 25% of the total amount of Investor Shares then outstanding
     ("Initiating Investors"), by notice to the Company specifying the intended
     method or methods of disposition, may request that the Company effect the
     registration under the Securities Act for a Public Offering of all or a
     specified part of the Registrable Securities held by such Initiating
     Investors (for purposes of this Agreement, "Registrable Investor
     Securities" shall mean Registrable Securities constituting Investor
     Shares).  The Company will then use its best efforts to effect the
     registration under the Securities Act of the Registrable Securities which
     the Company has been requested to register by such Initiating Investors
     together with all other Registrable Securities which the Company has been
     requested to register pursuant to Section 8.3 (which request shall specify
     the intended method of disposition of such Registrable Securities), all to
     the extent requisite to permit the disposition (in accordance with the
     intended methods thereof as aforesaid) of the Registrable Securities which
     the Company has been so requested to register; provided, however, that the
     Company shall not be obligated to take any action to effect any such
     registration pursuant to this Section 8.1.1:

               (a) Within 180 days immediately following the effective date of
     any registration statement pertaining to an underwritten public offering of
     securities of the Company for its own account (other than a Rule 145
     Transaction, or a registration relating solely to employee benefit plans);

               (b) (i) On any form other than Form S-3 (or any successor form)
     if the Company has previously effected five or more registrations of
     Registrable Securities under this Section 8.1.1 on any form other than Form
     S-3 (or any successor form); provided, however, that no registrations of
     Registrable Securities which shall not have become and remained effective
     in accordance with the provisions of this Section 8, and no registrations
     of Registrable Securities pursuant to which the Initiating Investors and
     all other holders of Registrable Investor Securities joining therein are
     not able to include at least 90% of the

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     Registrable Securities which they desired to include, shall be included in
     the calculation of numbers of registrations contemplated by this
     clause (b);

               (c) If the Company shall have furnished to the Initiating
     Investors and such other holders of Registrable Securities which the
     Company has been requested to register pursuant to this Section 8.1.1 a
     certificate, signed by the President of the Company, stating that in the
     good faith judgment of the Board it would be seriously detrimental to the
     Company and its shareholders for such Registration Statement to be filed at
     the date filing would have been required, in which case the Company shall
     have an additional period of not more than 60 days within which to file
     such Registration Statement; provided, however, that the Company shall not
     so postpone a registration pursuant to this clause (c) more than once in
     any twelve month period;

               (d) On any form other than Form S-3 (or any successor form), if
     the anticipated aggregate offering price to the public of the Registrable
     Securities to be included in the registration by all holders is less than
     $5,000,000; or

               (e) After five years after the closing of the Initial Public
     Offering.

          8.1.1.1. Form. Except as otherwise provided above, each registration
     requested pursuant to this Section 8.1.1 shall be effected by the filing of
     a registration statement on Form S-1 (or any other form which includes
     substantially the same information as would be required to be included in a
     registration statement on such form as currently constituted), unless the
     use of a different form has been agreed to in writing by holders of at
     least a majority of the Registrable Investor Securities to be included in
     the proposed registration statement in question (the "Majority
     Participating Investors").

          8.1.2. Payment of Expenses. The Company shall pay all reasonable
     expenses of holders of Investor Shares incurred in connection with each
     registration of Registrable Securities requested pursuant to this Section
     8.1, other than underwriting discount and commission, if any, and
     applicable transfer taxes, if any.

          8.1.3. Additional Procedures. In the case of a registration pursuant
     to Section 8.1 hereof, whenever the Majority Participating Investors shall
     request that such registration shall be effected pursuant to an
     underwritten offering, the Company shall include such information in the
     written notices to holders of Registrable Securities referred to in Section
     8.3. In such event, the right of any holder of Registrable Securities to
     have securities owned by such holder included in such registration pursuant
     to Section 8.1 shall be conditioned upon such holder's participation in
     such

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     underwriting and the inclusion of such holder's Registrable Securities in
     the underwriting (unless otherwise mutually agreed upon by the Majority
     Participating Investors and such holder) to the extent provided herein. If
     requested by such underwriters, the Company together with the holders of
     Registrable Securities proposing to distribute their securities through
     such underwriting will enter into an underwriting agreement with such
     underwriters for such offering containing such representations and
     warranties by the Company and such holders and such other terms and
     provisions as are customarily contained in underwriting agreements with
     respect to secondary distributions, including, without limitation,
     customary indemnity and contribution provisions.

     8.2  DI Investors Demand Registration Rights.

     8.2.1. General. To the extent DI Investors, L.L.C. or its Affiliates hold
at least 50% of the Shares issued to them by the Company in connection with the
consummation of the Recapitalization Agreement, DI Investors, L.L.C. or such
Affiliate ("Initiating Other Investors"), by notice to the Company specifying
the intended method or methods of disposition, may request that the Company
effect the registration under the Securities Act for a Public Offering of all or
a specified part of the Registrable Securities held by such Initiating Other
Investors (for purposes of this Agreement, "Registrable Other Securities" shall
mean Registrable Securities constituting Other Shares). The Company will then
use its reasonable efforts to effect the registration under the Securities Act
of the Registrable Securities which the Company has been requested to register
by such Initiating Other Investors together with all other Registrable
Securities which the Company has been requested to register pursuant to Section
8.3 (which request shall specify the intended method of disposition of such
Registrable Securities), all to the extent requisite to permit the disposition
(in accordance with the intended methods thereof as aforesaid) of the
Registrable Securities which the Company has been so requested to register;
provided, however, that the Company shall not be obligated to take any action to
effect any such registration pursuant to this Section 8.2.1:

               (a) If the Company has previously effected two registrations of
     Registrable Securities under this Section 8.2.1; provided, however, that no
     registrations of Registrable Securities which either (i) shall not have
     become and remained effective in accordance with the provisions of this
     Section 8 or (ii) shall not have enabled the Initiating Other Investors to
     include in such registration at least 90% of the Registrable Securities
     which they desired to include shall be included in the calculation of the
     number of registrations contemplated by this clause (a);

               (b) Prior to the 360th day following the closing of the Initial
     Public Offering;

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               (c) Within 180 days immediately following the effective date of
     any registration statement pertaining to an underwritten public offering of
     securities of the Company for its own account (other than a registration on
     Form S-4 relating solely to a Rule 145 Transaction, or a registration
     relating solely to employee benefit plans);

               (d) If the Company shall have furnished to the Initiating Other
     Investors and such other holders of Registrable Securities which the
     Company has been requested to register pursuant to this Section 8.2.1 a
     certificate, signed by the President of the Company, stating that in the
     good faith judgment of the Board it would be seriously detrimental to the
     Company and its shareholders for such Registration Statement to be filed at
     the date filing would have been required, in which case the Company shall
     have an additional period of not more than 60 days within which to file
     such Registration Statement; provided, however, that the Company shall not
     so postpone a registration pursuant to this clause (d) more than once in
     any twelve month period;

               (e) On any form other than Form S-3 (or any successor form); or

               (f) After five years after the closing of the Initial Public
     Offering.

               8.2.1.1. Form. Each registration requested pursuant to this
          Section 8.2.1 shall be effected by the filing of a registration
          statement on Form S-3 (or any successor form).

          8.2.2. Payment of Expenses. The Company shall pay all reasonable
expenses of holders of Other Shares incurred in connection with each
registration of Registrable Securities requested pursuant to this Section 8.2,
other than underwriting discount and commission, if any, and applicable transfer
taxes, if any.

          8.2.3. Additional Procedures. In the case of a registration pursuant
to Section 8.2 hereof, whenever the Initiating Other Investors shall request
that such registration shall be effected pursuant to an underwritten offering,
the Company shall include such information in the written notices to holders of
Registrable Securities referred to in Section 8.3. In such event, the right of
any holder of Registrable Securities to have securities owned by such holder
included in such registration pursuant to Section 8.2 shall be conditioned upon
such holder's participation in such underwriting and the inclusion of such
holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed upon by the Majority Participating Other Investors and such holder) to
the extent provided herein. If requested by such underwriters, the Company
together with the holders of Registrable Securities proposing to distribute
their securities through such underwriting will enter into an underwriting
agreement with such underwriters for such offering containing such
representations and warranties by the Company and such holders and such other
terms and provisions as are customarily contained in underwriting agreements
with respect to

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secondary distributions, including, without limitation, customary indemnity and
contribution provisions.

     8.2A Demand Registration Rights for NatWest Investors and MCM Managers.

          8.2A.1.  General.  At any time between the 180th and 360th day
     following the effective date of the Initial Public Offering, NatWest
     Investors holding a majority of the Registrable Securities originally
     issued to the NatWest Investors by the Company, by notice to the Company
     (with a copy to the Investors), specifying the intended method or methods
     of disposition and certifying that they have a bona fide intention to sell
     the number of Registrable Securities to be so registered, may request that
     the Company effect the registration under the Securities Act for a Public
     Offering of up to 50% of the Registrable Securities held by the NatWest
     Investors.  Upon receipt of such notice, the Company will give notice to
     the MCM Managers of the receipt of such notice.  Any such MCM Manager, by
     written response delivered to the Company within 20 days after the
     effectiveness of such notice, which response shall include a certification
     by such MCM Manager of his bona fide intention to sell the number of his
     Registrable Securities to be so registered, may request that up to 44.44%
     of the Registrable Securities held by such MCM Manager be included in such
     registration.  The Company will then use its best efforts to effect the
     registration under the Securities Act of the Registrable Securities which
     the Company has been requested to register pursuant to this Section 8.2A.1
     by the NatWest Investors and the MCM Managers, to the extent requisite to
     permit the disposition (in accordance with the intended methods thereof as
     aforesaid) of the Registrable Securities which the Company has been so
     requested to register; provided, however, that the Company shall not take
     any action to effect any such registration pursuant to this Section 8.2A.1:

                    (a) Following the effective date of any registration
               statement pertaining to an underwritten public offering of
               securities of the Company in connection with which the NatWest
               Investors have the right to include at least 50% of their
               Registrable Securities and the MCM Managers have the right to
               include at least 44.44% of their Registrable Securities pursuant
               to Section 8.3;

                    (b) During any period during which the Company or the
               Initiating Investors are actively planning an underwritten
               offering of securities of the Company in connection with which
               the NatWest Investors and the MCM Managers would have the right
               to include Registrable Securities pursuant to Section 8.3; or

                    (c) If the Company shall have furnished to the NatWest
               Investors a certificate, signed by the President of the Company,
               stating that in the good faith judgment of the Board it would be
               seriously detrimental to the Company and its shareholders for
               such Registration Statement to be filed at the date filing would
               have been required, in

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               which case the Company shall have an additional period of not
               more than 60 days within which to file such Registration
               Statement.

          8.2A.2.  Payment of Expenses.  The Company shall pay all reasonable
     expenses of the NatWest Investors incurred in connection with each
     registration of Registrable Securities requested pursuant to this Section
     8.2A, other than underwriting discount and commission, if any, and
     applicable transfer taxes, if any.

          8.2A.3.  No Underwritten Offering.  Any registration pursuant to
     Section 8.2A.1 hereof may not be effected pursuant to an underwritten
     offering.

          8.2A.4.  No Piggyback Rights.  Notwithstanding the provisions of
     Section 8.3.1.1, except as provided in Section 8.2A.1, no holder of
     Registrable Securities shall have the right to have any such Registrable
     Securities included in a registration requested pursuant to Section 8.2A.1.

          8.2A.5.  Black-out Period.  Notwithstanding the provisions of Section
     8.4.2, at any time during the 60 days during which a registration statement
     filed pursuant to this Section 8.2A is required to be kept effective, if
     the Company furnishes to the NatWest Investors and the MCM Managers a
     certificate, signed by the President of the Company, stating that in the
     good faith judgment of the Board it would be seriously detrimental to the
     Company and its shareholders for the effectiveness of such registration
     statement to be maintained, the NatWest Investors and the MCM Managers
     shall not Transfer any Common Stock for a period of up to 30 days as
     determined by the Company.  The 60 day period referenced in Section 8.4.2
     shall be extended by the number of days during which the NatWest Investors
     and the MCM Managers are prohibited from Transferring Common Stock pursuant
     to this Section, however in no case shall the Company be required to
     maintain the effectiveness of a registration statement filed pursuant to
     this Section 8.2A after 360 days from the effective date of the Initial
     Public Offering.

     8.3  Piggyback Registration Rights.

          8.3  Piggyback Registration.

               8.3.1.1. General. Each time the Company proposes to register any
          shares of Common Stock under the Securities Act on a form which would
          permit registration of Registrable Securities for sale to the public,
          for its own account or for the account of any holder of its shares of
          Common Stock, for sale in a Public Offering, the Company will give
          notice to all holders of shares of Common Stock of its intention to do
          so. Any such holder may, by written response delivered to the Company
          within 20 days after the effectiveness of such notice, request that
          all or a specified part of the Registrable Securities held by such
          holder be included in such registration. The Company thereupon will
          use its reasonable efforts to cause to be included in such
          registration under the

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          Securities Act all shares of Common Stock which the Company has been
          so requested to register by such holders, to the extent required to
          permit the disposition (in accordance with the methods to be used by
          the Company or other holders of shares of Common Stock in such Public
          Offering) of the Registrable Securities to be so registered. No
          registration of Registrable Securities effected under this Section 8.3
          shall relieve the Company of any of its obligations to effect
          registrations of Registrable Securities pursuant to Section 8.1
          hereof.

               8.3.1.2. Excluded Transactions. The Company shall not be
          obligated to effect any registration of Registrable Securities under
          this Section 8.3 incidental to the registration of any of its
          securities in connection with:

                    (a) Any Public Offering relating to employee benefit plans
               or dividend reinvestment plans;

                    (b) Any Public Offering relating to the acquisition or
               merger after the date of the Original Agreement by the Company or
               any of its subsidiaries of or with any other businesses; or

                    (c) Any Public Offering initiated by the NatWest Investors
               pursuant to Section 8.2A.1.

          8.3.2. Payment of Expenses. The Company shall pay all reasonable
     expenses of holders of Registrable Securities incurred in connection with
     each registration of Registrable Securities requested pursuant to this
     Section 8.3, other than underwriting discount and commission, if any, and
     applicable stamp or transfer taxes, if any; provided, however, that the
     Company shall not be required to pay in respect of the fees and expenses of
     any attorneys or other advisers retained by such holders more than an
     aggregate for all such holders of $25,000 in the case of each such
     registration.

          8.3.3. Additional Procedures. Holders of Shares participating in any
     Public Offering pursuant to this Section 8.3 shall take all such actions
     and execute all such documents and instruments that are reasonably
     requested by the Company to effect the sale of their Shares in such Public
     Offering, including, without limitation, being parties to the underwriting
     agreement entered into by the Company and any other selling shareholders in
     connection therewith and being liable in respect of the representations and
     warranties by, and the other agreements (including customary selling
     stockholder indemnifications and "lock-up" agreements) on the part of, the
     Company and any other selling shareholders to and for the benefit of the
     underwriters in such underwriting agreement; provided, however, that (i)
     with respect to individual representations, warranties and agreements of
     sellers of Shares in such Public Offering, the aggregate amount of such
     liability shall not exceed such holder's net proceeds from such offering
     and (ii) with respect to all other representations, warranties and
     agreements of sellers of shares in such Public Offering, the aggregate
     amount of such liability shall not exceed the lesser of (a) such holder's
     pro rata portion of any such liability, in accordance with

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     such holder's portion of the total number of Shares included in the
     offering or (b) such holder's net proceeds from such offering.

     8.4  Certain Other Provisions.

          8.4.1.  Underwriter's Cutback.  In connection with any registration of
     shares in an underwritten offering, the underwriter may determine that
     marketing factors (including, without limitation, an adverse effect on the
     per share offering price) require a limitation of the number of shares to
     be underwritten.  Notwithstanding any contrary provision of this Section 8
     and subject to the terms of this Section 8.4.1, the underwriter may limit
     the number of shares which would otherwise be included in such registration
     by excluding any or all Registrable Securities from such registration (it
     being understood that the number of shares which the Company seeks to have
     registered in such registration shall not be subject to exclusion, in whole
     or in part, under this Section 8.4.1).  Upon receipt of notice from the
     underwriter of the need to reduce the number of shares to be included in
     the registration, the Company shall advise all holders of the Company's
     securities that would otherwise be registered and underwritten pursuant
     hereto, and the number of shares of such securities, including Registrable
     Securities, that may be included in the registration shall be allocated in
     the following manner, unless the underwriter shall determine that marketing
     factors require a different allocation:  shares, other than Registrable
     Securities, requested to be included in such registration by shareholders
     shall be excluded; and, if a limitation on the number of shares is still
     required, the number of Registrable Securities that may be included in such
     registration shall be allocated among the holders thereof in proportion, as
     nearly as practicable, to the respective amounts of Registrable Securities
     which each such holder requested be registered in such registration.  For
     purposes of any underwriter cutback, all Registrable Securities held by any
     holder of Registrable Securities which is a partnership, corporation or
     limited liability company shall also include any Registrable Securities
     held by the partners, retired partners, shareholders, members or affiliated
     entities of such holder, or the estates and family members of any such
     partners, retired partners and members and any trusts for the benefit of
     any of the foregoing persons, and such holder and other persons shall be
     deemed to be a single selling holder, and any pro rata reduction with
     respect to such selling holder shall be based upon the aggregate amount of
     Registrable Securities owned by all entities and individuals included in
     such selling holder, as defined in this sentence.  No securities excluded
     from the underwriting by reason of the underwriter's marketing limitation
     shall be included in such registration.  If any holder of Registrable
     Securities disapproves of the terms of the underwriting, it may elect to
     withdraw therefrom by written notice to the Company and the underwriter.
     The Registrable Securities so withdrawn shall also be withdrawn from
     registration.

          8.4.2. Other Actions. If and in each case when the Company is required
     to use its best efforts to effect a registration of any Registrable
     Securities as provided in this Section 8, the Company shall take
     appropriate and customary actions in furtherance thereof, including,
     without limitation: (i) promptly filing with the Commission a

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     registration statement and using reasonable efforts to cause such
     registration statement to become effective, (ii) preparing and filing with
     the Commission such amendments and supplements to such registration
     statements as may be required to comply with the Securities Act and to keep
     such registration statement effective for a period not to exceed 270 days
     (or 60 days in the case of a registration statement filed pursuant to
     Section 8.2A) from the date of effectiveness or such earlier time as the
     Registrable Securities covered by such registration statement shall have
     been disposed of in accordance with the intended method of distribution
     therefor or the expiration of the time when a prospectus relating to such
     registration is required to be delivered under the Securities Act, (iii)
     use its best efforts to register or qualify such Registrable Securities
     under the state securities or "blue sky" laws of such jurisdictions as the
     sellers shall reasonably request; provided, however, that the Company shall
                                       --------  -------
     not be obligated to file any general consent to service of process or to
     qualify as a foreign corporation in any jurisdiction in which it is not so
     qualified or to subject itself to taxation in respect of doing business in
     any jurisdiction in which it would not otherwise be so subject; and (iv)
     otherwise cooperate reasonably with, and take such customary actions as may
     reasonably be requested by the holders of Registrable Securities in
     connection with, such registration.

          8.4.3.  Selection of Underwriters and Counsel.  The underwriters and
     legal counsel to be retained in connection with any Public Offering shall
     be selected by the Board or, in the case of an offering following a request
     therefor under Section 8.1.1, the Initiating Investors.

          8.4.4. Lock-Up. Without the prior written consent of the underwriters
managing the IPO, for a period beginning seven days immediately preceding and
ending on the 180th day following the effective date of the registration
statement used in connection with such offering, no holder of Shares (whether or
not a selling shareholder pursuant to such registration statement) shall
Transfer any Common Stock except pursuant to such registration statement or to a
Permitted Transferee in accordance with the terms of this Agreement. In the case
of any Public Offering that is not the IPO or effected pursuant to Section 8.2A,
each holder of Shares agrees to enter into a reasonable form of agreement,
approved by the Company, restricting the Transfer of any Common Stock for up to
90 days following the effective date of the registration statement used in
connection with such offering if the underwriters managing such Public Offering
demand such an agreement.

     8.5  Indemnification and Contribution.

          8.5.1. Indemnities of the Company. In the event of any registration of
     any Registrable Securities or other debt or equity securities of the
     Company or any of its subsidiaries under the Securities Act pursuant to
     this Section 8 or otherwise, and in connection with any registration
     statement or any other disclosure document produced by or on behalf of the
     Company or any of its subsidiaries including, without limitation, reports
     required and other documents filed under the Exchange Act, and other

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     documents pursuant to which any debt or equity securities of the Company or
     any of its subsidiaries are sold (whether or not for the account of the
     Company or its subsidiaries), the Company will, and hereby do, and will
     cause each of their respective subsidiaries, jointly and severally to,
     indemnify and hold harmless each seller of Registrable Securities, any
     Person who is or might be deemed to be a controlling Person of the Company
     or any of its subsidiaries within the meaning of Section 15 of the
     Securities Act or Section 20 of the Exchange Act, their respective direct
     and indirect partners, advisory board members, directors, officers,
     trustees, members and shareholders, and each other Person, if any, who
     controls any such seller or any such holder within the meaning of Section
     15 of the Securities Act or Section 20 of the Exchange Act (each such
     person being referred to herein as a "Covered Person"), against any losses,
     claims, damages or liabilities, joint or several, to which such Covered
     Person may be or become subject under the Securities Act, the Exchange Act,
     any other securities or other law of any jurisdiction, the common law or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions or proceedings in respect thereof) arise out of or are based upon
     (i) any untrue statement or alleged untrue statement of any material fact
     contained or incorporated by reference in any registration statement under
     the Securities Act, any preliminary prospectus or final prospectus included
     therein, or any related summary prospectus, or any amendment or supplement
     thereto, or any document incorporated by reference therein, or any other
     such disclosure document (including without limitation reports and other
     documents filed under the Exchange Act and any document incorporated by
     reference therein) or other document or report, (ii) 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 or (iii)
     any violation or alleged violation by the Company or any of its
     subsidiaries of any federal, state, foreign or common law rule or
     regulation applicable to the Company or any of its subsidiaries and
     relating to action or inaction in connection with any such registration,
     disclosure document or other document or report, and will reimburse such
     Covered Person for any legal or any other expenses incurred by it in
     connection with investigating or defending any such loss, claim, damage,
     liability, action or proceeding; provided, however, that neither the
     Company nor any of its subsidiaries shall be liable to any Covered Person
     in any such case to the extent that any such loss, claim, damage,
     liability, action or proceeding arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in such registration statement, any such preliminary prospectus, final
     prospectus, summary prospectus, amendment or supplement, incorporated
     document or other such disclosure document or other document or report, in
     reliance upon and in conformity with written information furnished to the
     Company or to any of its subsidiaries through an instrument duly executed
     by such Covered Person specifically stating that it is for use in the
     preparation thereof. The indemnities of the Company and of its subsidiaries
     contained in this Section 8.5.1 shall remain in full force and effect
     regardless of any investigation made by or on behalf of such Covered Person
     and shall survive any transfer of securities.

          8.5.2.  Indemnities to the Company.  The Company and any of its
     subsidiaries may require, as a condition to including any securities in any
     registration statement filed

                                      -12-
<PAGE>

     pursuant to this Section 8, that the Company and any of its subsidiaries
     shall have received an undertaking satisfactory to it from the prospective
     seller of such securities, to indemnify and hold harmless the Company and
     any of its subsidiaries, each director of the Company or any of its
     subsidiaries, each officer of the Company or any of its subsidiaries who
     shall sign such registration statement and each other Person (other than
     such seller), if any, who controls the Company and any of its subsidiaries
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act with respect to any statement in or omission from such
     registration statement, any preliminary prospectus or final prospectus
     included therein, or any amendment or supplement thereto, or any other
     disclosure document (including, without limitation, reports and other
     documents filed under the Exchange Act or any document incorporated
     therein) or other document or report, if such statement or omission was
     made in reliance upon and in conformity with written information furnished
     to the Company or any of its subsidiaries through an instrument executed by
     such seller specifically stating that it is for use in the preparation of
     such registration statement, preliminary prospectus, final prospectus,
     summary prospectus, amendment or supplement, incorporated document or other
     document or report. Such indemnity shall remain in full force and effect
     regardless of any investigation made by or on behalf of the Company, any of
     its subsidiaries or any such director, officer or controlling Person and
     shall survive any transfer of securities.

          8.5.3. Indemnification Procedures. Promptly after receipt by a Person
     entitled to indemnification pursuant to the foregoing provisions of this
     Section 8.5 (an "Indemnitee") of notice of the commencement of any action
     or proceeding involving a claim of the type referred to in the foregoing
     provisions of this Section 8.5, such Indemnitee will, if a claim in respect
     thereof is to be made by such Indemnitee against any indemnifying party,
     give written notice to each such indemnifying party of the commencement of
     such action; provided, however, that the failure of any Indemnitee to give
     notice to such indemnifying party as provided herein shall not relieve any
     indemnifying party of its obligations under the foregoing provisions of
     this Section 8.5, except and solely to the extent that such indemnifying
     party is actually and materially prejudiced by such failure to give notice.
     In case any such action is brought against an Indemnitee, each indemnifying
     party will 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 Indemnitee
     (who shall not, except with the consent of the Indemnitee, be counsel to
     such an indemnifying party), and after notice from an indemnifying party to
     such Indemnitee of its election so to assume the defense thereof, such
     indemnifying party will not be liable to such Indemnitee for any legal or
     other expenses subsequently incurred by the latter in connection with the
     defense thereof; provided, however, that (i) if the Indemnitee reasonably
     determines that there may be a conflict between the positions of such
     indemnifying party and the Indemnitee in conducting the defense of such
     action or if the Indemnitee reasonably concludes that representation of
     both parties by the same counsel would be inappropriate due to actual or
     potential differing interests between them, then counsel for the Indemnitee
     shall conduct the defense to the extent reasonably

                                      -13-
<PAGE>

     determined by such counsel to be necessary to protect the interests of the
     Indemnitee and such indemnifying party shall employ separate counsel for
     its own defense, (ii) in any event, the Indemnitee shall be entitled to
     have counsel chosen by such Indemnitee participate in, but not conduct, the
     defense and (iii) the indemnifying party shall bear the legal expenses
     incurred in connection with the conduct of, and the participation in, the
     defense as referred to in clauses (i) and (ii) above. If, within a
     reasonable time after receipt of the notice, such indemnifying party shall
     not have elected to assume the defense of the action, such indemnifying
     party shall be responsible for any legal or other expenses incurred by such
     Indemnitee in connection with the defense of the action, suit,
     investigation, inquiry or proceeding. No indemnifying party will consent to
     entry of any judgment or enter into any settlement which does not include
     as an unconditional term thereof the giving by the claimant or plaintiff to
     such Indemnitee of a release from all liabilities in respect of such claim
     or litigation.

          8.5.4.  Contribution.  If the indemnification provided for in Sections
     8.5.1 or 8.5.2 hereof is unavailable to a party that would have been an
     Indemnitee under any such Section in respect of any losses, claims, damages
     or liabilities (or actions or proceedings in respect thereof) referred to
     therein, then each party that would have been an indemnifying party
     thereunder shall, in lieu of indemnifying such Indemnitee, contribute to
     the amount paid or payable by such Indemnitee as a result of such losses,
     claims, damages or liabilities (or actions or proceedings in respect
     thereof) in such proportion as is appropriate to reflect the relative fault
     of such indemnifying party on the one hand and such Indemnitee on the other
     in connection with the statements or omissions which resulted in such
     losses, claims, damages or liabilities (or actions or proceedings in
     respect thereof).  The relative fault shall be determined by reference to,
     among other things, whether the untrue or alleged untrue statement of a
     material fact or the omission or alleged omission to state a material fact
     relates to information supplied by such indemnifying party or such
     Indemnitee and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission.  The parties agree that it would not be just or equitable if
     contribution pursuant to this Section 8.5.4 were determined by pro rata
     allocation or by any other method of allocation which does not take account
     of the equitable considerations referred to in the preceding sentence.  The
     amount paid or payable by a contributing party as a result of the losses,
     claims, damages or liabilities (or actions or proceedings in respect
     thereof) referred to above in this Section 8.5.4 shall include any legal or
     other expenses reasonably incurred by such Indemnitee in connection with
     investigating or defending any such action or claim.  No Person guilty of
     fraudulent misrepresentation (within the meaning of Section 11(f) of the
     Securities Act) shall be entitled to contribution from any Person who was
     not guilty of such fraudulent misrepresentation.

          8.5.5.  Limitation on Liability of Holders of Registrable Securities.
     The liability of each holder of Registrable Securities in respect of any
     indemnification or contribution obligation of such holder arising under
     this Section 8.5 shall not in any event exceed an amount equal to the net
     proceeds to such holder (after deduction of all

                                      -14-
<PAGE>

     underwriters' discounts and commissions) from the disposition of the
     Registrable Securities disposed of by such holder pursuant to such
     registration.

9.   TRANSFERS TO OTHER HOLDERS.  Shares Transferred by a holder of Shares to
another holder of Shares under this Agreement shall be deemed for all purposes
hereof to be Investor Shares, Other Shares, Management Shares or Employee Shares
hereunder, as the case may be, of like kind with the other Shares held by such
acquiring holder.

10.  REMEDIES.

     10.1.  Generally.  The Company and each holder of Shares shall have all
remedies available at law, in equity or otherwise in the event of any breach or
violation of this Agreement or any default hereunder by the Company or any
holder of Shares.  The parties acknowledge and agree that in the event of any
breach of this Agreement, in addition to any other remedies which may be
available, each of the parties hereto shall be entitled to specific performance
of the obligations of the other parties hereto and, in addition, to such other
equitable remedies (including, without limitation, preliminary or temporary
relief) as may be appropriate in the circumstances.

     10.2. [RESERVED]

11.  LEGENDS.

     11.1.  [Reserved].

     11.2. 1933 Act Legends. Each certificate representing Shares shall have the
following legend endorsed conspicuously thereupon:

          The securities represented by this certificate were issued in a
     private placement, without registration under the Securities Act of 1933,
     as amended (the "Act"), and may not be sold, assigned, pledged or otherwise
     transferred in the absence of an effective registration under the Act
     covering the transfer or an opinion of counsel, satisfactory to the issuer,
     that registration under the Act is not required.

     11.3.  Stop Transfer Instruction.  The Company will instruct any transfer
agent not to register the Transfer of any Shares until the conditions specified
in the foregoing legend is satisfied.

     11.4. Termination of Certain Restrictions. The legend set forth in Section
11.2 shall cease to be required as to any particular Shares (i) when, in the
opinion of Ropes & Gray, or other counsel reasonably acceptable to the Company,
such restrictions are no longer required in order to assure compliance with the
Securities Act or (ii) when such Shares have been effectively registered under
the Securities Act or transferred pursuant to Rule 144. Wherever (i) such
restrictions shall cease and terminate as to any Shares or (ii) such Shares
shall be

                                      -15-
<PAGE>

transferable under paragraph (k) of Rule 144, the holder thereof shall
be entitled to receive from the Company, without expense, new certificates not
bearing the legend set forth in Section 11.2 hereof.

12.  AMENDMENT, TERMINATION, ETC.

     12.1.  Oral Modifications.  This Agreement may not be orally amended,
modified, extended or terminated, nor shall any oral waiver of any of its terms
be effective.

     12.2.  Written Modifications.  This Agreement may be amended, modified,
extended or terminated, and the provisions hereof may be waived, only by an
agreement in writing signed by the Majority Investors; provided, however, that
(a) the consent of the Majority Other Holders shall be required for any
amendment, modification, extension, termination or waiver which has a material
adverse effect on the rights or obligations of the holders of Other Shares as
such under this Agreement, (b) the consent of the Majority Managers shall be
required for any amendment, modification, extension, termination or waiver which
has a material adverse effect on the rights or obligations of the holders of
Management Shares as such under this Agreement, (c) the consent of the Majority
Employees shall be required for any amendment, modification, extension,
termination or waiver which has a material adverse effect on rights or
obligations of the holders of Employee Shares as such under this Agreement (d)
the consent of holders of a majority of the Shares originally issued to the
NatWest Investors and the MCM Managers shall be required for any amendment,
modification, extension, termination or waiver which has a material adverse
effect on their rights or obligations under Section 8.2A of this Agreement and
(e) the consent of the Majority Lenders shall be required for any amendment,
modification, extension, termination or waiver which has a material adverse
effect on the rights or obligations of the holders of Lender Shares as such
under this Agreement.  Each such amendment, modification, extension, termination
and waiver shall be binding upon each party hereto and each holder of Shares
subject hereto.  In addition, each party hereto and each holder of Shares
subject hereto may waive any right hereunder by an instrument in writing signed
by such party or holder.

     12.3.  Termination.  No termination under this Agreement shall relieve any
Person of liability for breach prior to termination.

     12.4.  Additional Parties.  In appropriate circumstances, the Company may
require certain other Persons to which Common Stock is issued to execute
counterparts hereto to become bound hereby.  Such counterparts shall indicate
the designation of Shares issued to such Persons.

                                      -16-
<PAGE>

13.  DEFINITIONS.  For purposes of this Agreement:

     13.1.  Certain Matters of Construction.  In addition to the definitions
referred to or set forth below in this Section 13:

                                      -17-
<PAGE>

          (a) The words "hereof", "herein", "hereunder" and words of similar
     import shall refer to this Agreement as a whole and not to any particular
     Section or provision of this Agreement, and reference to a particular
     Section of this Agreement shall include all subsections thereof;

          (b) Definitions shall be equally applicable to both the singular and
     plural forms of the terms defined;

          (c) The masculine, feminine and neuter genders shall each include the
     other; and

          (d) References to the date hereof shall be deemed to be references to
     the date of the Original Agreement.

     13.2. Definitions.  The following terms shall have the following meanings:

          "Affiliate" shall mean, with respect to any specified Person, any
other Person which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person (for the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise).

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

          "Board" shall mean the board of directors of the Company.

          "Class A Stock" shall mean the Class A common stock, par value $.01,
     of the Company prior to the Merger.

          "Class L Stock" shall mean the Class L common stock, par value $.01,
     of the Company prior to the Merger.

          "Commission" shall mean the Securities and Exchange Commission.

          "Common Stock" shall mean the Class A Stock, the Class L Stock and the
     Delaware Common Stock.

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

          "Convertible Securities" shall mean any evidence of indebtedness,
     shares of stock (other than Common Stock) or other securities directly or
     indirectly convertible into or exchangeable or exercisable for shares of
     Common Stock.

                                      -18-
<PAGE>

          "Covered Person" shall have the meaning set forth in Section 8.5.1.

          "Delaware Common Stock" shall have the meaning set forth in the
Recitals.

          "Employee Shares" shall mean (i) all shares of Common Stock (other
     than shares of Restricted Common Stock or Common Stock issued pursuant to
     the exercise of any Option) originally issued to, or issued with respect to
     shares originally issued to, or held by, an Employee, whenever issued and
     (ii) for all purposes of this Agreement, all Options (treating such Options
     as a number of Shares equal to the number of Equivalent Shares represented
     by such Options), all shares of Common Stock issued pursuant to the
     exercise of any Option and all shares of Restricted Common Stock originally
     granted or issued to, or issued with respect to shares or options
     originally issued to, or held by, an Employee, whenever issued.

          "Employees" shall have the meaning set forth in the Recitals.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as in
     effect from time to time.

          "Indemnitee" shall have the meaning set forth in Section 8.5.3.

          "Independent Investment Banking Firm" shall mean a nationally
     recognized investment banking firm selected by the Board which does not
     hold any equity interest in the Company or in any shareholder of the
     Company and which is not employed by either the Company or the Investor at
     the time the applicable fairness opinion is furnished (other than
     employment for the purpose of providing such fairness opinion).

          "Initial Public Offering" means the initial Public Offering registered
     on Form S-1 (or any successor form under the Securities Act).

          "Initiating Investors" shall have the meaning set forth in Section
     8.1.1.

          "Initiating Other Investors" shall have the meaning set forth in
     Section 8.2.1.

          "Investor Shares" shall mean (i) all shares of Common Stock (other
     than shares of Common Stock issued pursuant to the exercise of any Option)
     originally issued to, or issued with respect to shares originally issued
     to, or held by, any Investor, whenever issued and (ii) for all purposes of
     this Agreement, all Options (treating such Options as a number of Shares
     equal to the number of Equivalent Shares represented by such Options) and
     all shares of Common Stock issued pursuant to the exercise of any Option
     originally granted or issued to, or issued with respect to shares or
     options originally issued to, or held by, an Investor, whenever issued.

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

                                      -19-
<PAGE>

          "Lender Shares" shall mean (i) all shares of Common Stock issued
     pursuant to the exercise of any Lender Warrant or other Option originally
     granted or issued to, or issued with respect to shares or options
     originally issued to, or held by, a Lender, whenever issued.

          "Lender Warrants" shall mean the warrants issued under the Warrant
     Agreements to acquire Common Stock.

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

          "Majority Employees" shall mean, as of any date, the holders of a
     majority of the Employee Shares outstanding on such date.

          "Majority Investors" shall mean, as of any date, the holders of a
     majority of the Investor Shares outstanding on such date.

          "Majority Lenders" shall mean, as of any date, the holders of a
     majority of the Lender Shares outstanding on such date.

          "Majority Managers" shall mean, as of any date, the holders of a
     majority of the Management Shares outstanding on such date.

          "Majority Other Holders" shall mean, as of any date, the holders of a
     majority of Other Shares outstanding on such date.

          "Majority Participating Investors" shall have the meaning set forth in
     Section 8.1.1.

          "Majority Participating Other Investors" shall mean holders of at
     least a majority of the Registrable Other Securities to be included in any
     given proposed registration statement.

          "Management Shares" shall mean (i) all shares of Common Stock (other
     than shares of Restricted Common Stock or Common Stock issued pursuant to
     the exercise of any Option) originally issued to, or issued with respect to
     shares originally issued to, or held by, a Manager, whenever issued and
     (ii) for all purposes of this Agreement, all Options (treating such Options
     as a number of Shares equal to the number of Equivalent Shares represented
     by such Options), all shares of Common Stock issued pursuant to the
     exercise of any Option and all shares of Restricted Common Stock originally
     granted or issued to, or issued with respect to shares or options
     originally issued to, or held by, a Manager, whenever issued.

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

          "MCM" shall have the meaning set forth in the Recitals.

                                      -20-
<PAGE>

          "MCM Managers" shall have the meaning set forth in the Recitals.

          "Merger" shall have the meaning set forth in the Recitals.

          "NatWest Investors" shall have the meaning set forth in the Recitals.

          "Options" shall mean any options or warrants (including without
     limitation the Lender Warrants) to subscribe for, purchase or otherwise
     acquire either Common Stock or Convertible Securities.

          "Other Investors" shall have the meaning set forth in the Preamble.

          "Other Shares" shall mean (i) all shares of Common Stock (other than
     shares of Common Stock issued pursuant to the exercise of any Option)
     originally issued to, or issued with respect to shares originally issued
     to, or held by, an Other Investor, whenever issued and (ii) for all
     purposes of this Agreement, all Options (treating such Options as a number
     of Shares equal to the number of Equivalent Shares represented by such
     Options) and all shares of Common Stock issued pursuant to the exercise of
     any Option originally granted or issued to, or issued with respect to
     shares or options originally issued to, or held by, an Other Investor,
     whenever issued.

          "Person" shall mean any individual, partnership, corporation, company,
     association, trust, joint venture, unincorporated organization, entity or
     division, or any government, governmental department or agency or political
     subdivision thereof.


          "Public Offering" shall mean a public offering and sale of Common
     Stock for cash pursuant to an effective registration statement under the
     Securities Act.

          "Registrable Investor Securities" shall have the meaning set forth in
     Section 8.1.1.

          "Registrable Other Securities" shall have the meaning set forth in
     Section 8.2.1.

          "Registrable Securities" shall mean (i) all shares of Class A Stock,
     (ii) all shares of Class A Stock issuable upon conversion of Shares of
     Class L Stock, (iii) all shares of Class A Stock issuable upon exercise of
     any Option or any Warrant, (iv) all shares of Delaware Common Stock issued
     in the Merger, (v) all shares of Common Stock issued to the NatWest
     Investors or the MCM Managers in consideration of their interests in MCM,
     and (vi) all shares of Class A Stock or Delaware Common Stock directly or
     indirectly issued or issuable with respect to the securities referred to in
     clauses (i), (ii), (iii), (iv) or (v) above by way of stock dividend or
     stock split or in connection with a combination of shares,
     recapitalization, merger, consolidation or other reorganization, in each
     case which (a) constitute Shares or (b) are the subject of a separate
     registration rights agreement.  As to any particular Registrable
     Securities, such shares shall cease to

                                      -21-
<PAGE>

     be Registrable Securities when (a) a registration statement with respect to
     the sale of such securities shall have become effective under the
     Securities Act and such securities shall have been disposed of in
     accordance with such registration statement, (b) such securities shall have
     been distributed to the public pursuant to Rule 144 (or any successor
     provision) under the Securities Act, (c) subject to the provisions of
     Section 11 hereof, such securities shall have been otherwise transferred,
     new certificates for them not bearing a legend restricting further transfer
     shall have been delivered by the Company and subsequent disposition of them
     shall not require registration of them under the Securities Act or such
     securities may be distributed without volume limitation or other
     restrictions on transfer under Rule 144 (including without application of
     paragraphs (c), (e) (f) and (h) of Rule 144), or (d) such securities shall
     have ceased to be outstanding.

          "Regulation D" shall mean Regulation D under the Securities Act.

          "Restricted Common Stock" shall mean Shares issued or sold to Managers
     (other than the MCM Managers) with respect to which there are restrictions
     on Transfer independent of this Agreement.

          "Rule 144" shall mean Rule 144 under the Securities Act.

          "Rule 145 Transaction" shall mean a registration on Form S-4 pursuant
     to Rule 145 of the Securities Act.


          "Securities Act" shall mean the Securities Act of 1933, as in effect
     from time to time.

          "Shares" shall mean all Investor Shares, Lender Shares, Other Shares,
     Management Shares and Employee Shares.

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

          "Transfer" shall mean any sale, pledge, assignment, encumbrance or
     other transfer or disposition of any Shares to any other Person, whether
     directly, indirectly, voluntarily, involuntarily, by operation of law,
     pursuant to judicial process or otherwise.

          "Warrant Agreements" shall mean those certain Warrant Agreements, each
     dated as of the date of the Original Agreement, as amended, between the
     Company and ChaseMellon Shareholder Services, L.L.C., as Warrant Agent.

14.  MISCELLANEOUS.

     14.1.  Authority; Effect.  Each party hereto represents and warrants to and
agrees with each other party that the execution and delivery of this Agreement
and the consummation of

                                      -22-
<PAGE>

the transactions contemplated hereby have been duly authorized on behalf of such
party and do not violate any agreement or other instrument applicable to such
party or by which its assets are bound. This Agreement does not, and shall not
be construed to, give rise to the creation of a partnership among any of the
parties hereto, or to constitute any of such parties members of a joint venture
or other association.

     14.2.  Transactions with Affiliates.  Prior to the consummation of a
transaction with an Affiliate of an Investor involving consideration of more
than $10 million, the Company will secure a fairness opinion from an Independent
Investment Banking Firm as to the fairness of such transaction to the Company
from a financial point of view.

     14.3.  Notices.  Any notices and other communications required or permitted
in this Agreement shall be effective if in writing and (a) delivered personally
or (b) sent (i) by Federal Express, DHL or UPS, delivery charges prepaid or (ii)
by registered or certified mail, return receipt requested, postage prepaid, in
each case, addressed as follows:

          If to the Company or the Investors, to them:

                    c/o Bain Capital, Inc.
                    Two Copley Place, 7th Floor
                    Boston, Massachusetts  02116
                    Attention:  Steve Pagliuca
                                Ed Conard

               with a copy to:

                    Ropes & Gray
                    One International Place
                    Boston, Massachusetts 02110
                    Attention:  Alfred O. Rose

          If to an Other Investor, a Manager, an Employee or a Lender, to it at
the address set forth on the records of the Company.

     Notice to the holder of record of any shares of capital stock shall be
deemed to be notice to the holder of such shares for all purposes hereof.

     Unless otherwise specified herein, such notices or other communications
shall be deemed effective (a) on the date received, if personally delivered, (b)
two business days after being sent by Federal Express, DHL or UPS and (c) three
business days, if sent by registered or certified mail.  Each of the parties
hereto shall be entitled to specify a different address by giving notice as
aforesaid to each of the other parties hereto.

     14.4. Binding Effect, etc. This Agreement constitutes the entire agreement
of the parties with respect to its subject matter, supersedes all prior or
contemporaneous oral or

                                      -23-
<PAGE>

written agreements or discussions with respect to such subject matter, and shall
be binding upon and inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and assigns.

     14.5. Descriptive Headings. The descriptive headings of this Agreement are
for convenience of reference only, are not to be considered a part hereof and
shall not be construed to define or limit any of the terms or provisions hereof.

     14.6.  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one instrument.

     14.7.  Severability.  In the event that any provision hereof would, under
applicable law, be invalid or unenforceable in any respect, such provision shall
be construed by modifying or limiting it so as to be valid and enforceable to
the maximum extent compatible with, and possible under, applicable law.  The
provisions hereof are severable, and in the event any provision hereof should be
held invalid or unenforceable in any respect, it shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.

15.  GOVERNING LAW.

     15.1.  Governing Law.  This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Delaware without
giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive laws of any other
jurisdiction.

                                      -24-
<PAGE>

                                                          Stockholders Agreement
                                                                         2000
                                                          -------------,

     IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement (or caused this Agreement to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
above written.



THE INVESTORS:           BAIN CAPITAL FUND V, L.P.
                         BAIN CAPITAL FUND V-B, L.P.
                         By Bain Capital Partners V, L.P.,
                            their general partner
                            By Bain Capital Investors V, Inc.,
                               its general partner


                            By______________________________________
                              Title:  Managing Director



                         BCIP ASSOCIATES
                         BCIP TRUST ASSOCIATES, L.P.


                         By__________________________________
                            Title: a general partner
<PAGE>

                                                          Stockholders Agreement
                                                                         2000
                                                          -------------,



THE OTHER INVESTORS:     CELERITY DYNAMO, L.L.C.



                         By__________________________
                            its


                         CELERITY LIQUIDS, L.L.C.



                         By__________________________
                            its

                         CELERITY DETAILS, L.L.C.



                         By__________________________
                            its
<PAGE>

                                                          Stockholders Agreement
                                                                         2000
                                                          -------------,



OTHER INVESTORS:
                         CHASE MANHATTAN CAPITAL, L.P.



                         By_____________________________
                            its


                         CHASE SECURITIES INC.



                         By____________________________
                            its


                         DI INVESTORS, L.L.C.



                         By___________________________
                            its
<PAGE>

                                                          Stockholders Agreement
                                                                         2000
                                                          -------------,



LENDERS:                 CHASE SECURITIES INC.



                         By_________________________
                         Title:


                         CHASE MANHATTAN CAPITAL, L.P.



                         By_________________________
                         Title:
<PAGE>

                                                          Stockholders Agreement
                                                                         2000
                                                          -------------,



MANAGERS:

                         __________________________
                         Charles D. Dimick



                         __________________________
                         Bruce D. McMaster



                         __________________________
                         Joseph P. Gisch