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                                                                  Exhibit 10.1.1

                                                                  Execution Copy

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

      This Amended and Restated Stockholders Agreement (the "Agreement") is made
as of September 30, 1999 by and among:

      (i)   Advanced Telecommunications, Inc., a Delaware corporation (the
            "Company");

      (ii)  Stolberg Partners, L.P. and Stolberg, Meehan & Scano II, L.P. (the
            "Stolberg Investors");

      (iii) Bain Capital Fund VI, L.P. ("Bain") and the other Persons who are
            listed on the signature page as Bain Investors who purchase shares
            of the Company's Series C Preferred Stock, par value $0.01 per share
            (the "Series C Preferred") (together with Bain, the "Bain
            Investors", and the Bain Investors together with Stolberg, Meehan &
            Scano II, L.P. (in its capacity as a purchaser and holder of shares
            of Series C Preferred), the "Series C Investors") and

      (iv)  the individuals identified on the signature pages and Schedule I
            hereof as "Minority Stockholders," such other Persons who from time
            to time become party hereto by executing a counterpart signature
            page hereof and are designated by the Board and included on Schedule
            I as "Minority Stockholders," and such other Persons who were
            designated as "Minority Stockholders" under the Initial Stockholders
            Agreement (as defined below) and who are identified on Schedule I,
            whether or not such Persons have executed a counterpart signature
            page hereof (the "Minority Stockholders" and together with the
            Stolberg Investors and the Series C Investors, the "Stockholders").

                                    Recitals

      1. On or about the date hereof, the Series C Investors have purchased or
will purchase shares of the Series C Preferred pursuant to a Series C Preferred
Stock Purchase Agreement dated September 30, 1999 between the Company and the
Series C Investors (the "Purchase Agreement").

      2. Upon the Closing (as defined below), the Company's Common Stock, par
value $0.01 per share (the "Common Stock"), the Company's Series A Preferred
Stock, par value $0.01 per share (the "Series A Preferred"), the Company's
Series B1 Preferred Stock, par value $0.01 per share, the Company's Series B2
Preferred Stock, par value $0.01 per share, the Company's Series B3 Preferred
Stock, par value $0.01 per share, and the Company's Series B4 Preferred Stock,
par value $0.01 per share (collectively, the "Series B Preferred"

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and together with the Series A Preferred and the Series C Preferred, the
"Preferred Stock"), the Series C Preferred and all Options and Convertible
Securities are held as set forth on Schedule II hereto.

      3. The parties believe that it is in the best interests of the Company and
the Stockholders to set forth their agreements on certain matters.

      4. This Agreement amends and restates in its entirety the Stockholders
Agreement dated as of July 1, 1996 by and among the Company, the Stolberg
Investors and the Minority Stockholders, as amended and in effect on the date
hereof (the "Initial Stockholders Agreement").

                                    Agreement

      Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

      1.1. Closing. This Agreement shall become effective upon consummation of
the initial closing (the "Closing") under the Purchase Agreement.

      1.2. Definitions. Certain terms are used in this Agreement as specifically
defined herein. These definitions are set forth or referred to in Section 12
hereof.

2. VOTING AGREEMENT.

      2.1. Election of Directors. Each holder of Shares hereby agrees to cast
all votes to which such holder is entitled in respect of the Shares, whether at
any annual or special meeting, by written consent or otherwise, (a) to fix the
number of members of the board of directors of the Company (the "Board") at
seven or such higher number as may be specified from time to time by the Board
with the consent of the Majority Series C Investors, and (b) to elect as
directors of the Company such individuals, if any, as shall have been nominated
as follows:

            (i) two members of the Board as shall have been nominated by the
      Majority Stolberg Investors;

            (ii) two members of the Board as shall have been nominated by the
      Majority Bain Investors;

            (iii) one member of the Board who shall be the Chief Executive
      Officer of the Company; and


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            (iv) the balance who shall have been nominated by the Board with the
      consent of the Majority Series C Investors; provide, however, that it is
      understood that Marvin Moses shall be deemed to have been nominated and
      approved as a member of the Board as of the Closing.

      If the ownership percentage of the Bain Investors increases pursuant to
Section 1.2 of the Purchase Agreement, the Majority Bain Investors shall be
entitled from time to time to nominate an additional director or directors in
order to maintain the Bain Investors' representation on the Board at
approximately the same percentage as the ownership percentage of the Bain
Investors.

      2.2. Boards and Board Committees. The Majority Bain Investors and the
Majority Stolberg Investors shall each have the right to appoint one member to
each committee of the Board including without limitation the compensation, audit
and executive committees. Upon the request of either the Majority Bain Investors
or the Majority Stolberg Investors, the Company shall cause the boards of
directors and committees of the boards of directors of the significant
subsidiaries of the Company (as reasonably defined by the Majority Bain
Investors or the Majority Stolberg Investors, as applicable, in such request to
the Company) to mirror the Board and committees of the Board of the Company.

      2.3. Major Transactions. The charter or bylaws of each subsidiary of the
Company shall at all times include a provision that the subsidiary will not
undertake a Major Transaction unless such Major Transaction has first been
approved by the Board of the Company.

      2.4. Board Voting. The bylaws of the Company and each of its Subsidiaries
shall contain a provision that in the event of a tie vote by the board of
directors of such entity, (a) if the number of members of the Board is six, the
Chief Executive Officer shall abstain from voting, and (b) if the number of
members of the Board is any other even number, the Board shall determine a tie
breaking mechanism that is reasonably acceptable to a majority of the members
nominated by the Majority Bain Investors and the Majority Stolberg Investors.

      2.5. Transactions with Stolberg or Bain Affiliates. The Company will not
enter into, or permit any of its subsidiaries to enter into, any transaction or
agreement with any Affiliate of the Stolberg Investors or the Bain Investors
without the prior approval of the Board.

      2.6. Initial Public Offering. The Company shall not file a registration
statement in connection with an initial public offering of securities of the
Company pursuant to the Securities Act other than a Qualified Public Offering
without the prior consent of the Majority Series C Investors.

      2.7. Personnel Matters. The Company shall not approve the hiring or
election of, promotion to, or demotion, firing or removal of any member of the
Senior Management of the


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Company or the Board (except as specifically set forth in Section 2.1) without
the prior consent of the Majority Series C Investors.

      2.8. Certain Transactions. Each holder of Shares agrees to cast all votes
to which such holder is entitled in respect of the Shares, whether at any annual
or special meeting, by written consent or otherwise, in the same proportion as
Series C Shares are voted by the Majority Series C Investors to approve any
sale, recapitalization, merger, consolidation, reorganization or any other
transaction or series of transactions involving the Company or its subsidiaries
(or all or any portion of their respective assets) in connection with, or in
furtherance of, the exercise by the Majority Series C Investors of their rights
under Sections 3.2 and 3.6, the exercise by the Majority Stolberg Investors of
their rights under Section 3.3 and the exercise by the Majority Series C
Investors and the Majority Stolberg Investors, acting together, of their rights
under Section 3.4.

      2.9. Grant of Proxy. Each holder of Shares other than the Series C
Investors and the Stolberg Investors hereby grants to the Company an irrevocable
proxy to vote its Shares in accordance with its agreements contained in this
Section 2, which proxy shall be valid and remain in effect until the provisions
of this Section 2 expire pursuant to Section 2.9.

      2.10. The Company. The Company agrees not to give effect to any action by
any holder of Shares or any other Person which is in contravention of this
Section 2.

      2.11. Period. The foregoing provisions of this Section 2 shall expire on
the earliest of (i) a Qualified Public Offering and (ii) the last date permitted
by law.

3. "TAG ALONG" AND "DRAG ALONG" RIGHTS.

      3.1. Tag Along. No holder of Stolberg Shares or Series C Shares (each such
holder, a "Prospective Selling Investor") shall Transfer for value (a "Sale")
any such Shares to a Prospective Buyer except in compliance with this Section
3.1. Any attempted Transfer of Shares not in compliance with this Section 3
shall be null and void, and the Company shall not in any way give effect to any
such impermissible Transfer.

            3.1.1. Notice. A written notice (the "Tag Along Notice") shall be
      furnished by the Prospective Selling Investor to each other holder of
      Shares (each, a "Tag Along Holder") at least ten business days prior to
      such Transfer. The Tag Along Notice shall include:

                  (a) The material terms of the proposed Sale insofar as it
            relates to the sale of Shares, including the number of Shares to be
            purchased from the Prospective Selling Investor, the percentage of
            the total number of Shares originally issued to the Prospective
            Selling Investor which such number of Shares constitutes (the "Tag
            Along Sale Percentage"), the maximum and


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            minimum per share purchase price and the name and address of the
            Prospective Buyer; and

                  (b) An invitation to each Tag Along Holder to make an offer to
            include in the proposed Sale to the Prospective Buyer an additional
            number of Shares (not in any event to exceed the Tag Along Sale
            Percentage of the total number of Shares held by such Tag Along
            Holder) owned by such Tag Along Holder, on the same terms and
            conditions subject to Section 3.5.4 in the case of Options, with
            respect to each Share Sold, as the Prospective Selling Investor
            shall Sell its Shares.

            3.1.2. Exercise. Within ten business days after the effectiveness of
      the Tag Along Notice, each Tag Along Holder desiring to make an offer to
      include Shares in the proposed Sale (each a "Participating Seller" and,
      together with the Prospective Selling Investor, collectively, the "Tag
      Along Sellers") shall send a written offer (the "Tag Along Offer") to the
      Prospective Selling Investor specifying the number of Shares (not in any
      event to exceed the Tag Along Sale Percentage of the total number of
      Shares held by such Participating Seller) which such Participating Seller
      desires to have included in the proposed Sale. Each Tag Along Holder who
      does not accept the Prospective Selling Investor's invitation to make an
      offer to include Shares in the proposed Sale shall be deemed to have
      waived all of its rights with respect to such Sale, and the Tag Along
      Sellers shall thereafter be free to Sell to the Prospective Buyer, at a
      per share price no greater than the maximum per share price set forth in
      the Tag Along Notice and on other principal terms which are not materially
      more favorable to the Tag Along Sellers than those set forth in the Tag
      Along Notice, without any further obligation to such non-accepting Tag
      Along Holder.

            3.1.3. Irrevocable Offer. The offer of each Participating Seller
      contained in its Tag Along Offer shall be irrevocable, and, to the extent
      such offer is accepted, such Participating Seller shall be bound and
      obligated to Sell in the proposed Sale on the same terms and conditions,
      with respect to each Share Sold (subject to Section 3.5.4 in the case of
      Options), as the Prospective Selling Investor, up to such number of Shares
      as such Participating Seller shall have specified in its Tag Along Offer;
      provided, however, that if the principal terms of the proposed Sale change
      with the result that the per share price shall be less than the minimum
      per share price set forth in the Tag Along Notice or the other principal
      terms shall be materially less favorable to the Tag Along Sellers than
      those set forth in the Tag Along Notice, each Participating Seller shall
      be permitted to withdraw the offer contained in its Tag Along Offer and
      shall be released from its obligations thereunder.

            3.1.4. Reduction of Shares Sold. The Prospective Selling Investor
      shall attempt to obtain the inclusion in the proposed Sale of the entire
      number of Shares which the Tag Along Sellers requested to have included in
      the Sale (as evidenced in the case of


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      the Prospective Selling Investor by the Tag Along Notice and in the case
      of each Participating Seller by such Participating Seller's Tag Along
      Offer). In the event the Prospective Selling Investor shall be unable to
      obtain the inclusion of such entire number of Shares in the proposed Sale,
      the number of Shares to be sold in the proposed Sale shall be allocated
      among the Tag Along Sellers in proportion, as nearly as practicable, to
      the respective number of Shares which each Tag Along Seller requested to
      be included in the proposed Sale.

            3.1.5. Additional Compliance. If (a) prior to consummation, the
      terms of the proposed Sale shall change with the result that the per share
      price to be paid in such proposed Sale shall be greater than the maximum
      per share price set forth in the Tag Along Notice or the other principal
      terms of such proposed Sale shall be materially more favorable to the Tag
      Along Sellers than those set forth in the Tag Along Notice, the Tag Along
      Notice shall be null and void, and it shall be necessary for a separate
      Tag Along Notice to be furnished, and the terms and provisions of this
      Section 3.1 separately complied with, in order to consummate such proposed
      Sale pursuant to this Section 3.1; provided, however, that in the case of
      such a separate Tag Along Notice, the applicable period to which reference
      is made in Sections 3.1.1 and 3.1.2 shall be five business days and (b)
      the Prospective Selling Investor has not completed the proposed Sale by
      the end of the 180th day following the date of the effectiveness of the
      Tag Along Notice, each Participating Seller shall be released from its
      obligations under its Tag Along Offer, the Tag Along Notice shall be null
      and void, and it shall be necessary for a separate Tag Along Notice to be
      furnished, and the terms and provisions of this Section 3.1 separately
      complied with, in order to consummate such proposed Sale pursuant to this
      Section 3.1, unless the failure to complete such proposed Sale resulted
      from any failure by any Participating Seller to comply with the terms of
      this Section 3.1.

            3.1.6. Excluded Transactions. Notwithstanding the foregoing, (a)
      holders of Stolberg Shares or Series C Shares shall not be obligated to
      comply with the foregoing provisions of this Section 3.1 and (b) no other
      holder of Shares shall have any right of participation pursuant to the
      terms of this Section 3.1, or otherwise, in each case, with respect to any
      Transfer of Shares:

                  (i)   subject to the provisions of Section 9.1, by a holder of
                        Stolberg Shares or Series C Shares to its partners or
                        Affiliates;

                  (ii)  to the Company or its subsidiaries;

                  (iii) subject to the provisions of Section 7.4.4, in a Public
                        Offering or, after the closing of the Initial Public
                        Offering, pursuant to Rule 144; or


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                  (iv)  in accordance with the exercise by the Series C
                        Investors, the Stolberg Investors, or the Stolberg
                        Investors and the Bain Investors of their "drag along"
                        rights pursuant to Section 3.2, 3.3 or 3.4 of this
                        Agreement.

      3.2. Series C Investors Drag Along. Each holder of Shares hereby agrees,
if requested by the Majority Series C Investors at any time following the third
anniversary of the date of the Closing hereunder, to Sell a specified percentage
(the "Drag Along Sale Percentage") of such Shares, directly or indirectly, to a
Prospective Buyer in the manner and on the terms set forth in this Section 3.2
in connection with the Sale by one or more holders of Series C Shares (each such
holder, a "Prospective Selling Investor") of the Drag Along Sale Percentage of
the total number of Series C Shares held by all holders of Series C Shares to
the Prospective Buyer.

            3.2.1. Exercise. If the Majority Series C Investors elect to
      exercise their rights under this Section 3.2, the Prospective Selling
      Investors shall furnish a written notice (the "Drag Along Notice") to each
      other holder of Shares and to the Company. The Drag Along Notice shall set
      forth the material terms of the proposed Sale insofar as it relates to the
      sale of Shares including the number of Shares to be acquired from the
      Prospective Selling Investors, the Drag Along Sale Percentage, the per
      share consideration to be received in the proposed Sale and the name,
      address and any Affiliate relationship to the Series C Investors of the
      Prospective Buyer. If the Prospective Selling Investors consummate the
      proposed Sale to which reference is made in the Drag Along Notice, each
      other holder of Shares (each a "Participating Seller", and, together with
      the Prospective Selling Investors, collectively, the "Drag Along Sellers")
      shall be bound and obligated to Sell the Drag Along Sale Percentage of its
      Shares in the proposed Sale on the same terms and conditions, with respect
      to each Share Sold (subject to Section 3.5.4 in the case of Options), as
      the Prospective Selling Investors shall Sell each Series C Share in the
      Sale (subject to Section 3.5.4 in the case of Options). If at the end of
      the 180th day following the date of the effectiveness of the Drag Along
      Notice the Prospective Selling Investors have not completed the proposed
      Sale, each Participating Seller shall be released from its obligation
      under the Drag Along Notice, the Drag Along Notice shall be null and void,
      and it shall be necessary for a separate Drag Along Notice to be furnished
      and the terms and provisions of this Section 3.2 separately complied with,
      in order to consummate such proposed Sale pursuant to this Section 3.2.

            3.2.2. Appraisal Process. In the case of a proposed Sale pursuant to
      Section 3.2 to a Prospective Buyer which is an Affiliate of a Series C
      Investor, such proposed Sale shall not be effected pursuant to the
      provisions of Section 3.2 unless the Appraisal Process is followed.

      3.3. Stolberg Investors Drag Along. Each holder of Shares hereby agrees,
if requested by the Majority Stolberg Investors on or after April 1, 2004 and if
at the time of such request


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the Stolberg Investors own at least 33 1/3% of the Equivalent Shares, to Sell a
specified percentage (the "Drag Along Sale Percentage") of such Shares, directly
or indirectly, to a Prospective Buyer in the manner and on the terms set forth
in this Section 3.3 in connection with the Sale by one or more holders of
Stolberg Shares (each such holder of Stolberg Shares, a "Prospective Selling
Investor") of the Drag Along Sale Percentage of the total number of Shares held
by all holders of Stolberg Shares to the Prospective Buyer.

            3.3.1. Exercise. If the Majority Stolberg Investors elect to
      exercise their rights under this Section 3.3, the Prospective Selling
      Investors shall furnish a written notice (the "Drag Along Notice") to each
      other holder of Shares and to the Company. The Drag Along Notice shall set
      forth the material terms of the proposed Sale insofar as it relates to the
      sale of Shares including the number of Shares to be acquired from the
      Prospective Selling Investors, the Drag Along Sale Percentage, the per
      share consideration to be received in the proposed Sale and the name,
      address and any Affiliate relationship to the Stolberg Investors of the
      Prospective Buyer. If the Prospective Selling Investors consummate the
      proposed Sale to which reference is made in the Drag Along Notice, each
      other holder of Shares (each a "Participating Seller", and, together with
      the Prospective Selling Investors, collectively, the "Drag Along Sellers")
      shall be bound and obligated to Sell the Drag Along Sale Percentage of its
      Shares in the proposed Sale on the same terms and conditions, with respect
      to each Share Sold (subject to Section 3.5.4 in the case of Options), as
      the Prospective Selling Investors shall Sell each Share in the Sale
      (subject to Section 3.5.4 in the case of Options). If at the end of the
      180th day following the date of the effectiveness of the Drag Along Notice
      the Prospective Selling Investors have not completed the proposed Sale,
      each Participating Seller shall be released from its obligation under the
      Drag Along Notice, the Drag Along Notice shall be null and void, and it
      shall be necessary for a separate Drag Along Notice to be furnished and
      the terms and provisions of this Section 3.3 separately complied with, in
      order to consummate such proposed Sale pursuant to this Section 3.3.

            3.3.2. Appraisal Process. In the case of a proposed Sale pursuant to
      Section 3.3 to a Prospective Buyer which is an Affiliate of a Stolberg
      Investor, such proposed Sale shall not be effected pursuant to the
      provisions of Section 3.3 unless the Appraisal Process is followed.

      3.4. Stolberg Investors and Bain Investors Drag Along. If (i) the Majority
Stolberg Investors or their Affiliates and (ii) the Majority Bain Investors,
acting together, either with or without any other holders of Shares (each such
holder, together with such Majority Stolberg Investors and such Majority Bain
Investors, a "Prospective Selling Investor"), propose to Transfer a specified
percentage (the "Drag Alone Sale Percentage") of the total number of Shares held
by such Prospective Selling Investors to a Prospective Buyer, then each holder
of Shares hereby agrees, if requested by the Majority Stolberg Investors and the
Majority Bain Investors, to Sell the Drag Along Sale Percentage of such Shares,
directly or indirectly, to such


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Prospective Buyer in the manner and on the terms set forth in this Section 3.4
in connection with the Sale by the Prospective Selling Investors of the Drag
Along Sale Percentage of the total number of Shares held such Prospective
Selling Investors to the Prospective Buyer.

            3.4.1. Exercise. If the Majority Stolberg Investors and the Majority
      Bain Investors elect to exercise their rights under this Section 3.4, the
      Prospective Selling Investors shall furnish a written notice (the "Drag
      Along Notice") to each other holder of Shares. The Drag Along Notice shall
      set forth the material terms of the proposed Sale insofar as it relates to
      the sale of Shares including the number of Shares to be acquired from the
      Prospective Selling Investors, the Drag Along Sale Percentage, the per
      share consideration to be received in the proposed Sale and the name,
      address and any Affiliate relationship to the Bain Investors or the
      Stolberg Investors of the Prospective Buyer. If the Prospective Selling
      Investors consummate the proposed Sale to which reference is made in the
      Drag Along Notice, each other holder of Shares (each a "Participating
      Seller", and, together with the Prospective Selling Investors,
      collectively, the "Drag Along Sellers") shall be bound and obligated to
      Sell the Drag Along Sale Percentage of its Shares in the proposed Sale on
      the same terms and conditions, with respect to each Share Sold (subject to
      Section 3.5.4 in the case of Options), as the Prospective Selling
      Investors shall Sell their Shares in the Sale (subject to Section 3.5.4 in
      the case of Options). If at the end of the 180th day following the date of
      the effectiveness of the Drag Along Notice the Prospective Selling
      Investors have not completed the proposed Sale, each Participating Seller
      shall be released from its obligation under the Drag Along Notice, the
      Drag Along Notice shall be null and void, and it shall be necessary for a
      separate Drag Along Notice to be furnished and the terms and provisions of
      this Section 3.4 separately complied with, in order to consummate such
      proposed Sale pursuant to this Section 3.4.

            3.4.2. Appraisal Process. In the case of a proposed Sale pursuant to
      Section 3.4 to a Prospective Buyer which is an Affiliate of a Stolberg
      Investor or a Bain Investor, such proposed Sale shall not be effected
      pursuant to the provisions of Section 3.4 unless the Appraisal Process is
      followed.

      3.5. Miscellaneous. The following provisions shall be applied to any
prospective Sale to which Section 3.1, 3.2, 3.3 or 3.4 applies:

            3.5.1. Certain Legal Requirements. In the event the consideration to
      be paid in exchange for Shares in a proposed Sale pursuant to Section 3.1,
      3.2, 3.3 or 3.4 includes any securities, and the receipt thereof by a
      Participating Seller would require under applicable law (a) the
      registration or qualification of such securities or of any person as a
      broker or dealer or agent with respect to such securities or (b) the
      provision to any Tag Along Seller or Drag Along Seller of any information
      regarding such securities or the issuer thereof that would not be required
      to be provided to the Prospective Selling Investors, and the Prospective
      Selling Investors determine not to have the issuer


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      register or qualify such securities or person or have the issuer provide
      such information, as the case may be, then in lieu of the receipt of
      securities in the proposed Sale, against surrender of the Shares (in
      accordance with Section 3.5.6 hereof) which are to be Sold by such
      Participating Seller to the Prospective Buyer in the proposed Sale, the
      Prospective Selling Investors shall, contemporaneously with such Sale,
      cause to be paid to the Participating Seller an amount in cash equal to
      the Fair Market Value of such Shares as of the date of the issuance of
      securities in exchange for Shares.

            3.5.2. Further Assurances. Each Participating Seller, whether in its
      capacity as a Participating Seller, stockholder, officer or director of
      the Company, or otherwise, shall take or cause to be taken all such
      actions as may be necessary or reasonably desirable in order expeditiously
      to consummate each Sale pursuant to Section 3.1, 3.2, 3.3 or 3.4 and any
      related transactions, including, without limitation, executing,
      acknowledging and delivering consents, assignments, waivers and other
      documents or instruments; furnishing information and copies of documents;
      filing applications, reports, returns, filings and other documents or
      instruments with governmental authorities; and otherwise cooperating with
      the Prospective Selling Investors and the Prospective Buyer; provided,
      however, that Participating Sellers shall be obligated to become liable in
      respect of any representations, warranties, covenants, indemnities or
      otherwise to the Prospective Buyer solely to the extent provided in the
      immediately following sentence. Without limiting the generality of the
      foregoing, each Participating Seller agrees to execute and deliver such
      agreements as may be reasonably specified by the Prospective Selling
      Investors, to which such Prospective Selling Investors will also be party,
      including, without limitation, agreements to (a) make individual
      representations, warranties, covenants and other agreements as to the
      unencumbered title to its Shares and the power, authority and legal right
      to Transfer such Shares and the absence of any Adverse Claim with respect
      to such Shares and (b) be liable (whether by purchase price adjustment,
      indemnity payments or otherwise) in respect of representations,
      warranties, covenants and agreements in respect of the Company and its
      subsidiaries; provided, however, that, except with respect to individual
      representations, warranties, covenants, indemnities and other agreements
      of Participating Sellers of the type described in clause (a) above, the
      aggregate amount of such liability shall not exceed the lesser of (i) such
      Participating Seller's pro rata portion of any such liability, to be
      determined in accordance with such Participating Seller's portion of the
      total number of Shares included in such Sale or (ii) the proceeds to such
      Participating Seller in connection with such Sale.

            3.5.3. Sale Process. The Prospective Selling Investors shall, in
      their sole discretion, decide whether or not to pursue, consummate,
      postpone or abandon any proposed Sale and the terms and conditions
      thereof. No Prospective Selling Investor or any Affiliate of any
      Prospective Selling Investor shall have any liability to any other holder
      of Shares arising from, relating to or in connection with the pursuit,
      consummation, postponement, abandonment or terms and conditions of any
      proposed


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      Sale except to the extent such Prospective Selling Investor shall have
      failed to comply with the provisions of this Section 3.

            3.5.4. Treatment of Options. If any Participating Seller shall Sell
      Options in any Sale pursuant to Section 3.1, 3.2, 3.3 or 3.4, such
      Participating Seller shall receive in exchange for such Options
      consideration equal to the amount (if greater than zero) determined by
      multiplying (a) the purchase price per share of Common Stock received by
      the Prospective Selling Investors in such Sale less the exercise price per
      share of such Option by (b) the number of shares of Common Stock issuable
      upon exercise of such Option (to the extent exercisable at the time of
      such Sale), subject to reduction for any tax or other amounts required to
      be withheld under applicable law.

            3.5.5. Expenses. All reasonable costs and expenses incurred by the
      Prospective Selling Investors or the Company in connection with any
      proposed Sale pursuant to this Section 3 (whether or not consummated),
      including without limitation all attorneys fees and expenses, all
      accounting fees and charges and all finders, brokerage or investment
      banking fees, charges or commissions, shall be paid by the Company. The
      reasonable fees and expenses of a single legal counsel representing any or
      all of the other Tag Along Sellers or Drag Along Sellers in connection
      with any proposed Sale pursuant to this Section 3 (whether or not
      consummated) shall be paid by the Company. Any other costs and expenses
      incurred by or on behalf of any or all of the other Tag Along Seller or
      Drag Along Seller in connection with any proposed Sale pursuant to this
      Section 3 (whether or not consummated) shall be borne by such Tag Along
      Seller(s) or Drag Along Seller(s).

            3.5.6. Closing. The closing of a Sale pursuant to Section 3.1, 3.2,
      3.3 or 3.4 shall take place at such time and place as the Prospective
      Selling Investors shall specify by notice to each Participating Seller. At
      the closing of any Sale under this Section 3, each Participating Seller
      shall deliver the certificates evidencing the Shares to be Sold by such
      Participating Seller, duly endorsed, or with stock (or equivalent) powers
      duly endorsed, for transfer with signature guaranteed, free and clear of
      any liens or encumbrances, with any stock (or equivalent) transfer tax
      stamps affixed, against delivery of the applicable consideration.

      3.6. Initiation of Sale of Company or Subsidiaries. Any other provision of
this Agreement to the contrary notwithstanding, the Majority Series C Investors
shall have the right at any time following the fourth anniversary of the date of
the Closing hereunder to control the initiation of the sale of all or
substantially all of the assets of the Company or the merger of the Company with
another Person (a "Liquidity Event") and to control the timing and terms of any
Liquidity Event initiated by the Majority Series C Investors; provided, however,
that such Liquidity Event shall be subject, in the case of a sale of Shares, to
the applicable provisions of this Section 3.


                                      -11-
<PAGE>

      3.7. Period. The provisions of this Section 3 shall expire on the earlier
of (a) a Change of Control or (b) the closing of a Qualified Public Offering.

4. TRANSFER RIGHTS.

      4.1. Transfer Restrictions. No holder of Minority Shares shall Transfer
any such Shares to any Person except in the manner and on the terms set forth in
this Section 4. Any attempted Transfer of Shares not permitted by this Section 4
shall be null and void, and the Company shall not in any way give effect to any
such impermissible Transfer.

            4.1.1. Right of First Refusal. Except as may be permitted under
      Section 4.2, or under any other provision of this Agreement, if a Minority
      Stockholder or any of its Permitted Transferees shall at any time propose
      to Transfer all or any portion of its Shares (a "Minority Sale"), or is to
      be divested of its interest in all or a portion of its Shares though
      seizure or sale by legal process or any Transfer through operation of law,
      such Minority Stockholder or Permitted Transferee (the "Minority
      Transferor") shall notify the Board and shall first offer such Shares for
      sale in writing to the Company. Such written offer (the "Offer") shall
      state the number and type of Shares to be Transferred, the name and
      address of the proposed transferee, and the terms, conditions and third
      party price of the proposed Transfer.

            Upon receipt of such Offer, the Company (and if a right to purchase
      is granted to the Stolberg Investors and the Bain Investors pursuant to
      Section 4.1.2.2, the Stolberg Investors and the Bain Investors) shall have
      the following rights and options:

                  4.1.1.1. In the case of a proposed Minority Sale, the Company
            (and the Stolberg Investors and the Bain Investors, if applicable)
            may purchase the Shares set forth in the Offer at the purchase price
            and upon such terms and conditions as follows:

                        (a) The purchase price for the Shares offered for sale
                  will be the lesser of (x) the purchase price proposed by the
                  third party as described in the Offer, and (y) an amount equal
                  to 100% of the Contract Price (provided, however, that the
                  purchasing party may, at its option, elect to forego
                  determination of the Contract Price and set the purchase price
                  at the third party offer price); and

                        (b) If the purchase price is that proposed by the third
                  party, the terms of payment shall be as proposed by the third
                  party (except that if the purchasing party elects to pay the
                  lesser of the third party sale price or the Contract Price,
                  the "date of purchase" may be deferred until a date which will
                  be no later than 20 days after determination of the Contract
                  Price); and


                                      -12-
<PAGE>

                        (c) If the purchase price is the Contract Price, the
                  terms of payment shall be the Contract Terms.

                  4.1.1.2. If the Minority Transferor is to be divested of its
            interest in said Shares through seizure or sale by legal process or
            by any Transfer through operation of law, including without
            limitation, a Transfer in connection with a judgment lien or a
            proceeding under the Bankruptcy Code, the purchase price of the
            Shares shall be an amount equal to the Contract Price and the terms
            of payment shall be the Contract Terms.

            4.1.2. Acceptance of Offer.

                  4.1.2.1. The Company may, by majority vote of the Board,
            accept the Offer as to all or any portion of the Shares proposed to
            be Transferred, by giving written notice of such acceptance to the
            Minority Transferor within 15 days after the making of the Offer.

                  4.1.2.2. In the event the Company does not exercise its option
            to purchase all of the Shares being offered for sale, and the Board
            by majority vote agrees that the Offer shall be extended to the
            Stolberg Investors and the Bain Investors, the Board shall provide a
            copy of the Offer to the Stolberg Investors and the Bain Investors,
            and the Stolberg Investors and the Bain Investors may purchase the
            Shares not being purchased by the Company in accordance with the
            following procedure:

                        (a) The Stolberg Investors and the Bain Investors may
                  purchase all or any portion of the Shares not being purchased
                  by the Company by giving written notice of such acceptance to
                  the Minority Transferor, with a copy to the Company, within 15
                  days after the expiration of the Company's option. A Stolberg
                  Investor or a Bain Investor that timely submits a notice of
                  acceptance hereunder will be conclusively deemed to have
                  exercised its option to purchase its pro rata portion of the
                  Shares offered for sale hereunder or, if less, the number of
                  Shares specified by such Stolberg Investor or Bain Investor in
                  its notice of acceptance or, if any one or more of the other
                  Bain Investors or Stolberg Investors does not exercise its
                  option to purchase its entire pro rata portion of the Shares,
                  such greater number of Shares as specified by such Stolberg
                  Investor or Bain Investor in its notice of acceptance.

                        (b) The Shares which are available for purchase by the
                  Stolberg Investors and the Bain Investors hereunder will be
                  allocated among the Stolberg Investors and the Bain Investors
                  that have timely submitted notices of acceptance
                  proportionately, i.e., each such Stolberg Investor


                                      -13-
<PAGE>

                  or Bain Investor shall be allocated that number of Shares
                  which is calculated by multiplying the total number of
                  available Shares by a fraction, the numerator of which is the
                  number of Shares owned by such Stolberg Investor or Bain
                  Investor and its Permitted Transferees, and the denominator of
                  which is the total number of Shares owned by all Stolberg
                  Investors and Bain Investors (and their Permitted Transferees)
                  that have timely submitted notices of acceptance hereunder
                  (or, if less, such Stolberg Investor or Bain Investor shall be
                  allocated the number of Shares specified by such Stolberg
                  Investor or Bain Investor in its notice of acceptance).

            4.1.3. Disposition to Third Party. If the Offer is not accepted by
      the Company and/or the Stolberg Investors or the Bain Investors (if
      applicable) with respect to all of the Shares offered for sale, then none
      of the acceptances under Section 4.1.2 shall be effective and the Minority
      Transferor shall have the right to Transfer all (but not less than all) of
      its Shares subject to the Offer to the third party designated in the
      Offer, on the same terms, conditions and price specified in the Offer;
      provided, however, that such Transfer is made within 30 days after the
      last date on which an Offer may be accepted under Section 4.1.2 and
      provided, further, that the transferee agrees in writing to be bound by
      this Agreement (other than the provisions of Section 5 hereof) to the same
      extent as if such transferee had originally been a Minority Stockholder
      hereunder. In the event of a Transfer to such third party in accordance
      with this Section 4.1.3, the Company, the Stolberg Investors and the Bain
      Investors shall provide the Minority Transferor with such documents and
      instruments as may be reasonably necessary to permit the Transfer free of
      the right of first refusal options granted to the Company, the Stolberg
      Investors and the Bain Investors as set forth in this Section 4.1.

            4.1.4. Failure of Sale. If neither the Company, the Stolberg
      Investors, the Bain Investors nor the third party purchases all of the
      Shares offered for sale within the periods provided in Sections 4.1.2 and
      4.1.3, such Shares shall continue to be subject to the restrictions of
      this Agreement.

            4.1.5. Remedy for Violation. Upon any voluntary Transfer of Shares
      by a Minority Stockholder or any of its Permitted Transferees in violation
      of any of the provisions of this Agreement, the Company, the Stolberg
      Investors and the Bain Investors shall have, in addition to such other
      remedies and damages as may be available to them under applicable law, the
      right and option to purchase all or any of such Shares from the holder or
      holders thereof at a price equal to 90% of the price that would otherwise
      have been applicable if the Minority Stockholder had complied with the
      terms hereof and the terms of payment shall be the Contract Terms. Such
      option shall be exercisable in the manner and in accordance with the
      procedures set forth in Sections 4.1.1 through 4.1.3, provided that, for
      purposes of applying such procedures,


                                      -14-
<PAGE>

the date of discovery of such violation shall be deemed to be the date on which
the Offer is made.

            4.1.6. Sale Involving Non-Cash Consideration. In the case of a
      Minority Sale in which the prospective purchaser's terms include
      consideration other than cash or deferred payments, the Offer by the
      Minority Transferor shall set forth as the proposed third party sale price
      an equivalent value cash price; provided, however, that the Board may in
      good faith dispute the equivalent value cash price set forth in the Offer
      by providing a notice in writing ("Notice of Dispute") to the Minority
      Transferor within five days of the giving of the Offer. In the event of
      such dispute, a determination of the equivalent value cash price shall be
      made as soon as practicable after delivery of the Offer by an Appraiser
      mutually agreeable to the Minority Transferor and the Board. If the
      Minority Transferor and the Board are unable to select an Appraiser by
      mutual agreement within five days following the date the Notice of Dispute
      is provided, the Board and the Minority Transferor shall each select an
      Appraiser, and the two Appraisers so selected shall select the Appraiser
      who shall determine the equivalent value cash price for purposes hereof.
      The Minority Transferor shall bear one-half of the cost of any appraisal
      required hereunder and the Company shall bear the balance of the cost of
      such appraisal. The equivalent value cash price determined by the
      Appraiser finally selected hereunder shall be binding and conclusive on
      the parties, and the Offer shall be deemed to have been made as of the
      date such determination of the equivalent value cash price is final.

      4.2. Transfers of Minority Shares. Notwithstanding anything to the
contrary in Section 4.1, any holder of Minority Shares may Transfer any or all
of the Minority Shares held by such holder as set forth below:

            4.2.1. Company. Any holder of Minority Shares may, at any time
      during his lifetime, voluntarily Transfer any or all of such Minority
      Shares, with the Board's prior written approval, to the Company or any
      subsidiary of the Company.

            4.2.2. Bain Investors and Stolberg Investors. Any holder of Minority
      Shares may Transfer any or all of such Minority Shares to the Bain
      Investors and the Stolberg Investors, provided that (a) such Minority
      Shares to be Transferred are offered to both the Bain Investors and the
      Stolberg Investors and (b) if both the Bain Investors and the Stolberg
      Investors agree to accept such Minority Shares, then such Minority Shares
      shall be allocated between the Bain Investors and the Stolberg Investors
      in proportion to the number of Shares then held by the Bain Investors and
      the Stolberg Investors.

            4.2.3. Members of Immediate Family. Subject to the provisions of
      Section 9, with the prior written approval of the Board which shall not be
      unreasonably withheld, any holder of Minority Shares may Transfer any or
      all of such Minority Shares to a Member of the Immediate Family of such
      holder.


                                      -15-
<PAGE>

            4.2.4. Partners; Affiliates. Subject to the provisions of Section 9,
      with the prior written approval of the Board which shall not be
      unreasonably withheld, any holder of Minority Shares that is not a natural
      person may Transfer any or all of such Minority Shares to a partner or
      Affiliate of such holder.

            4.2.5. Calls. Any holder of Minority Shares may Transfer any or all
      of such Minority Shares in accordance with the provisions, terms and
      conditions of Section 5 hereof.

            4.2.6. Tag Alongs, Drag Alongs, etc. Any holder of Minority Shares
      may Transfer any or all of such Minority Shares in accordance with the
      provisions, terms and conditions of Section 3 hereof.

            4.2.7. Public. Subject to the provisions of Section 7.4.4, any
      holder of Minority Shares may Transfer any or all of such Minority Shares
      in a Public Offering or, after the closing of an Initial Public Offering,
      pursuant to Rule 144.

Any attempted Transfer of Minority Shares not in compliance with this Section 4
shall be null and void, and the Company shall not in any way give effect to any
such impermissible Transfer.

      4.3. Period. The foregoing provisions of this Section 4 shall expire upon
the earlier of (a) a Change of Control and (b) the closing of a Qualified Public
Offering.

5. PURCHASES OF MINORITY SHARES.

      5.1. Purchases Upon Termination of Employment. In the event the employment
of a Minority Stockholder with the Company terminates for any reason whatsoever,
whether such termination is voluntary or involuntary and whether it is with or
without Cause, the following shall apply:

            5.1.1. In the event the employment of the Minority Stockholder is
      terminated by the Company by reason of Disability or terminates by reason
      of death, the Company shall purchase all Shares owned by the Minority
      Stockholder and his Permitted Transferees, and such holders shall sell all
      such Shares to the Company, at a price equal to the Contract Price and on
      the Contract Terms.

            5.1.2. In the event the Minority Stockholder voluntarily terminates
      his employment with the Company, or the Company terminates his employment
      other than by reason of Disability (and whether with or without Cause),
      the Company shall have the right and option, exercisable by written notice
      to the terminated Minority Stockholder at any time within four months
      following the effective date of termination


                                      -16-
<PAGE>

      of employment, to purchase all (but not less than all except as set forth
      in Section 5.2) Shares then owned by the terminated Minority Stockholder
      and his Permitted Transferees at a price equal to (i) the Base Price
      thereof, in the event of termination of employment with Cause, or (ii) the
      Contract Price, in the event of termination of employment without Cause or
      in the event of voluntary termination of employment. The terms of payment
      shall be the Contract Terms. If the Company does not timely exercise its
      option hereunder or cannot exercise any purchase under Section 5.1.1 or
      5.1.2 as described in Section 5.2, the Stolberg Investors and the Bain
      Investors shall have the right and option, exercisable by giving written
      notice to the terminated Minority Stockholder within 30 days following
      expiration of the Company's option hereunder, to purchase all Shares then
      owned by the Minority Stockholder and his Permitted Transferees at the
      same price and on the same terms of payment as would have been applicable
      had the Company timely exercised its option to purchase such Shares. Such
      Shares shall be allocated among the Stolberg Investors and the Bain
      Investors so electing in the manner set forth in Section 4.1.2.

            5.1.3. In the event the Minority Stockholder voluntarily terminates
      his employment with the Company, or the Company terminates his employment,
      the Minority Stockholder shall have the right and option, exercisable by
      written notice to the Company at any time within four months following the
      effective date of termination of employment, to require the Company to
      purchase all (but not less than all) of the Shares then owned by the
      terminated Minority Stockholder and his Permitted Transferees at a price
      equal to (i) the Base Price thereof, in the event of termination of
      employment with Cause, or (ii) the Contract Price, in the event of
      termination of employment without Cause or in the event of voluntary
      termination of employment. The terms of payment shall be the Contract
      Terms.

            5.1.4. In the event a Minority Stockholder disputes that his
      employment has been terminated for Cause, such dispute shall be resolved
      via arbitration conducted in accordance with the then current rules of the
      American Arbitration Association ("AAA") Upon the filing of a notice for
      demand for arbitration by a Minority Stockholder, the dispute shall be
      referred to and decided by an arbitrator appointed by the AAA in
      accordance with the then current rules of the AAA. Except as set forth
      below, each party shall bear its own costs incurred in connection with the
      arbitration proceeding. A party shall have the right to conduct and
      enforce prehearing discovery in accordance with the then current Federal
      Rules of Civil Procedure. Document discovery and other discovery shall be
      under the control of and enforceable by the arbitrator and the arbitrator
      shall permit and facilitate such discovery as it shall determine is
      appropriate under the circumstances. If the arbitrator rules against the
      Company, any sale and purchase of Shares owned by such terminated Minority
      Stockholder and his Permitted Transferees pursuant to the provisions of
      this Section 5 shall be at the Contract Price. In addition, if the
      arbitrator determines that the Company did not have a reasonable basis for
      concluding that the actions or inactions of


                                      -17-
<PAGE>

      the Minority Stockholder giving rise to his termination of employment
      constituted a basis for Cause, the arbitrator shall so state and, in such
      event, the Company shall be required to reimburse the Minority Stockholder
      for all reasonable fees and expenses incurred in connection with such
      arbitration hearing.

      For purposes of this Section 5.1, Shares subject to purchase and sale
pursuant to the provisions of this Section 5.1 shall also include any and all
Shares which could be acquired by a Minority Stockholder pursuant to any
outstanding vested options and/or warrants held by such Minority Stockholder as
of the date of such purchase.

      5.2. Inability to Purchase. Notwithstanding the provisions of this Section
5, if the Company is the purchaser and it shall not have authority to permit it
to lawfully, purchase all of the Shares which are subject to purchase under
Sections 5.1.1, 5.1.2 and 5.1.3 hereof, or if its Senior Lenders shall prohibit
the cash payment described in clause (b) of the definition of Contract Terms at
such time, then (i) the Company shall not be deemed to be in breach or violation
hereof as a result thereof, (ii) the Minority Stockholder shall not be required
to sell his Shares to the Company at that time, and (iii) the rights of the
Minority Stockholder and the Company to demand purchase and sale of Shares held
by such Minority Stockholder and his Permitted Transferees shall be deferred
until such time as the Company shall legally be able to purchase such Shares or
the Senior Lenders agree that such purchase may be made. The Company shall
promptly give notice to the Minority Stockholder once it is legally able to
purchase such Shares or the Senior Lenders agree to the cash payment (the
"Waiver of Deferral Notice") and the purchase and sale obligations set forth in
Section 5.1.1 and the four month period in which the Minority Stockholder and
the Company have the option to exercise put and call rights as described in this
Section 5 shall begin running from the date of such notice. In the event of any
Transfers of Shares held by the Minority Stockholder and/or his Permitted
Transferees in accordance with this Agreement prior to the Waiver of Deferral
Notice, the reinstated put and call options described herein shall not apply to
such Transferred Shares. Notwithstanding the foregoing, if the seller shall so
request, the Company shall purchase as many of the Shares involved as it legally
shall be able to purchase or as its Senior Lenders may permit it to purchase
with the corresponding cash payment on the date the purchase is otherwise to
close hereunder.

      5.3. Employment with Subsidiary. For purposes of this Section 5, a
Minority Stockholder's employment with any subsidiary of the Company shall be
deemed to be employment with the Company. Any termination thereof shall be
deemed to be termination of such employment with the Company; provided, however,
that any termination of employment with Company or any subsidiary when such
employee is immediately employed by another subsidiary of the Company shall not
be deemed termination for purposes here.

      5.4. Contingent Put Option. In the event the Internal Revenue Service
("IRS") determines that the transfer by any Cady Stockholder of its shares of
common stock of Cady Communications, Inc. ("CCI Stock") to the Company in
exchange for Preferred Stock of the


                                      -18-
<PAGE>

Company does not satisfy the requirements of Section 351 of the Internal Revenue
Code of 1986, as amended (the "Code"), for tax- free exchange treatment and,
therefore, determines that such Cady Stockholder must recognize gain upon the
exchange of CCI stock for Preferred Stock (the "Gain"), then the following
shall apply:

            5.4.1. The Cady Stockholder shall have the right and option,
      exercisable by written notice to the Company delivered within 30 days
      after a final IRS determination, to require the Company to purchase that
      number of Shares of the Company held by such Cady Stockholder as have an
      aggregate Contract Price equal to the amount of federal and state capital
      gains taxes required to be paid by the Cady Stockholder on the Gain. For
      purposes hereof, an IRS determination shall be "final" if no right of
      appeal exists or the time allowed for appeal has expired without the Cady
      Stockholder appealing such determination. In the event of a sale and
      purchase pursuant to this Section 5.4, the purchase price for the Shares
      subject to the put option shall be the Contract Price and the terms of
      payment shall be the Contract Terms except that no promissory note shall
      be issued and the purchase price shall be paid in full in cash at the
      closing of the purchase and sale of such Shares.

            5.4.2. Notwithstanding the provisions of Section 5.4.1, if the
      Company's Senior Lenders shall prohibit payment by the Company with
      respect to the put option described herein, then the Company shall not be
      required to purchase any Shares pursuant to this Section 5.4.

      5.5. Period. The provisions of Section 5 (other than Section 5.4) shall
expire on the closing of a Qualified Public Offering.

6. PREEMPTIVE RIGHTS. The Company shall not issue or sell any shares of any of
its capital stock or any securities convertible into or exchangeable for any
shares of its capital stock, issue or grant any options or warrants for the
purchase of, or enter into any agreements providing for the issuance (contingent
or otherwise) of, any of its capital stock or any stock or securities
convertible into or exchangeable for any shares of its capital stock, in each
case, to any Person (each an "Issuance" of "Subject Securities"), except in
compliance with the provisions of this Section 6.

      6.1. Right of Participation.

            6.1.1. Offer. Not fewer than 15 days prior to the consummation of
      the Issuance, a notice (the "Participation Notice") shall be furnished by
      the Company to each of the Bain Investors, the Stolberg Investors,
      Clifford D. Williams, Paul D. Cady, Daniel P. Cady, David G. Cady and Kim
      Cady, Susan E. Rivera and Thomas Rivera, and Steve M. Simon (the
      "Participation Offerees"). The Participation Notice shall include:


                                      -19-
<PAGE>

                  (a) The principal terms of the proposed Issuance, including,
            without limitation, the amount and kind of Subject Securities to be
            included in the Issuance, the number of Equivalent Shares
            represented by such Subject Securities (if applicable), the
            percentage of the total number of Equivalent Shares outstanding as
            of immediately prior to giving effect to such Issuance which the
            number of Equivalent Shares held by such Participation Offeree
            constitutes (the "Participation Portion"), the maximum and minimum
            price (including, without limitation, if applicable, the maximum and
            minimum Price Per Equivalent Share) per unit of the Subject
            Securities, which maximum price shall be no greater than the lesser
            of $1.00 or five percent above the minimum price, and the name and
            address of the Person to whom the Subject Securities will be Issued
            (the "Prospective Subscriber"); and

                  (b) An offer by the Company to Issue, at the option of each
            Participation Offeree, to such Participation Offeree such portion of
            the Subject Securities to be included in the Issuance as may be
            requested by such Participation Offeree (not to exceed the
            Participation Portion of the total amount of Subject Securities to
            be included in the Issuance), on the same economic terms and
            conditions, with respect to each unit of Subject Securities issued
            to the Participation Offerees, as each of the Prospective
            Subscribers shall be Issued units of Subject Securities.

            6.1.2. Exercise.

                  6.1.2.1. General. Each Participation Offeree desiring to
            accept the offer contained in the Participation Notice shall send a
            written commitment to the Company within 15 days after the
            effectiveness of the Participation Notice specifying the amount of
            Subject Securities (not in any event to exceed its Participation
            Portion of the total amount of Subject Securities to be included in
            the Issuance) which such Participation Offeree desires to be issued
            (each a "Participating Buyer"). Each Participation Offeree who has
            not so accepted such offer shall be deemed to have waived all of its
            rights with respect to the Issuance, and the Company shall
            thereafter be free to Issue Subject Securities in the Issuance to
            the Prospective Subscriber and any Participating Buyers, at a price
            no less than the minimum price set forth in the Participation Notice
            and on other principal terms not substantially more favorable to the
            Prospective Subscriber than those set forth in the Participation
            Notice, without any further obligation to such non-accepting
            Participation Offerees. If, prior to consummation, the terms of such
            proposed Issuance shall change with the result that the price shall
            be less than the minimum price set forth in the Participation Notice
            or the other principal terms shall be substantially more favorable
            to the Prospective Subscriber than those set forth in the
            Participation Notice, it shall be necessary for a separate
            Participation Notice to be furnished, and the terms and


                                      -20-
<PAGE>

            provisions of this Section 6.1 separately complied with, in order to
            consummate such Issuance pursuant to this Section 6.1.

                  6.1.2.2. Irrevocable Acceptance. The acceptance of each
            Participating Buyer shall be irrevocable except as hereinafter
            provided, and each such Participating Buyer shall be bound and
            obligated to acquire in the Issuance on the same terms and
            conditions, with respect to each unit of Subject Securities Issued,
            as the Prospective Subscriber, such amount of Subject Securities as
            such Participating Buyer shall have specified in such Participating
            Buyer's written commitment.

                  6.1.2.3. Time Limitation. If at the end of the 180th day
            following the date of the effectiveness of the Participation Notice
            the Company has not completed the Issuance (for any reason other
            than the failure by any Participating Buyer to pay the applicable
            purchase price), each Participating Buyer shall be released from its
            obligations under the written commitment, the Participation Notice
            shall be null and void, and it shall be necessary for a separate
            Participation Notice to be furnished, and the terms and provisions
            of this Section 6.1 separately complied with, in order to consummate
            such Issuance pursuant to this Section 6.1.

            6.1.3. Other Securities. The Company may condition the participation
      of the Participation Offerees in an Issuance upon the purchase by such
      Participation Offerees of any securities (including, without limitation,
      debt securities) other than Subject Securities ("Other Securities") in the
      event that the participation of the Prospective Subscriber in such
      Issuance is so conditioned. In such case, each Participating Buyer shall
      acquire in the Issuance, together with the Subject Securities to be
      acquired by it, Other Securities in the same proportion to the Subject
      Securities to be acquired by it as the proportion of Other Securities to
      Subject Securities being acquired by the Prospective Subscriber in the
      Issuance, on the same terms and conditions, as to each unit of Subject
      Securities and Other Securities issued to the Participating Buyers, as the
      Prospective Subscriber shall be issued units of Subject Securities and
      Other Securities.

            6.1.4. Certain Legal Requirements. In the event that the
      participation in the Issuance by a Participation Offeree as a
      Participating Buyer would require under applicable law (i) the
      registration or qualification of such securities or of any person as a
      broker or dealer or agent with respect to such securities or (ii) the
      provision to any participant in the Sale of any information regarding the
      Company or the securities that would not be required to be provided to
      Bain or either of the Stolberg Investors, then such holder of Shares shall
      not have the right to participate in the Issuance. Without limiting the
      generality of the foregoing, it is understood and agreed that the Company
      shall not be under any obligation to effect a registration of such
      securities under the Securities Act or similar state statutes.


                                      -21-
<PAGE>

            6.1.5. Further Assurances. Each Participation Offeree and each
      Stockholder to whom the Shares held by such Participation Offeree were
      originally issued, shall, whether in its capacity as a Participating
      Buyer, Stockholder, officer or director of the Company, or otherwise, take
      or cause to be taken all such reasonable actions as may be necessary or
      reasonably desirable in order expeditiously to consummate each Issuance
      pursuant to this Section 6.1 and any related transactions, including,
      without limitation, executing, acknowledging and delivering consents,
      assignments, waivers and other documents or instruments; filing
      applications, reports, returns, filings and other documents or instruments
      with governmental authorities; and otherwise cooperating with the Company
      and the Prospective Subscriber. Without limiting the generality of the
      foregoing, each such Participating Buyer and Stockholder agrees to execute
      and deliver such subscription and other agreements specified by the
      Company to which the Prospective Subscriber will be party.

            6.1.6. Expenses. All reasonable costs and expenses incurred by the
      Participation Offerees or the Company in connection with any proposed
      Issuance of Subject Securities (whether or not consummated), including
      without limitation all accounting fees and charges, all finders, brokerage
      or investment banking fees, charges or commissions, and the reasonable
      fees and expenses of a single legal counsel representing any or all of the
      Participation Offerees in connection with any proposed Issuance of Subject
      Securities (whether or not consummated) shall be paid by the Company.

            6.1.7. Closing. The closing of an Issuance pursuant to Section 6.1
      shall take place at such time and place as the Company shall specify by
      notice to each Participating Buyer. At the closing of any Issuance under
      this Section 6.1.7, each Participating Buyer shall be delivered the notes,
      certificates or other instruments evidencing the Subject Securities (and,
      if applicable, Other Securities) to be Issued to such Participating Buyer,
      registered in the name of such Participating Buyer or its designated
      nominee, free and clear of any liens or encumbrances, with any transfer
      tax stamps affixed, against delivery by such Participating Buyer of the
      applicable consideration.

      6.2. Excluded Transactions. Notwithstanding the preceding provisions of
this Section 6, the preceding provisions of this Section 6 shall not restrict:

            (a) Any Issuance of Common Stock upon the exercise or conversion of
      any Common Stock, Options or Convertible Securities outstanding on the
      date hereof or Issued after the date hereof in compliance with the
      provisions of this Section 6;

            (b) Any Issuance of Subject Securities in connection with the
      acquisition by the Company or its subsidiaries of the business, assets or
      stock of another entity;


                                      -22-
<PAGE>

            (c) Any Issuance of Subject Securities to employees, directors or
      consultants of the Company or its subsidiaries;

            (d) Any Issuance of Subject Securities in connection with the
      placement of debt;

            (e) Any Issuance of Common Stock in connection with a Public
      Offering;

            (f) The Issuance of Series C Shares to the Series C Investors at the
      Closing and the Subsequent Closings (as defined in the Purchase
      Agreement);

            (g) The Issuance of Series B Preferred upon exchange of any of (i)
      the Company's Series A 8% Convertible Subordinated Promissory Notes
      currently convertible into shares of Common Stock at a per share price of
      $1.8207, (ii) the Company's Series A 8% Convertible Subordinated
      Promissory Notes currently convertible into shares of Common Stock at a
      per share price of $2.0318, (iii) the Company's Series B 8% Convertible
      Subordinated Notes currently convertible into shares of Common Stock at a
      per share price of $2.0822 (collectively, all such notes, the "Notes"), or
      (iv) any interest that has or will have accrued on such converted Notes;

            (h) The Issuance of Subject Securities pursuant to the terms of the
      Agreement and Plan of Merger, dated as of June 22, 1998, by and among the
      Company, Cady Communications, Inc. and One Call Telecom, Inc.;

            (i) The Issuance of warrants or Common Stock pursuant to the terms
      of the Stock Purchase Warrant Agreement, dated as of July 19, 1999, by and
      among the Company and General Electric Capital Corporation;

            (j) The Issuance of Common Stock pursuant to the terms of the Stock
      Purchase Warrant Agreement, dated as of April 12, 1999, by and among the
      Company and Imperial Bank;

            (k) The Issuance of Series A Preferred upon exchange of shares of
      the Company's Class B Common Stock;

            (l) The Issuance of Common Stock by reason of a dividend, stock
      split, split-up or other distribution on Common Stock; or

            (m) The Issuance of other Subject Securities upon the written
      consent of the holders of 66 2/3% of the Shares held by the Participation
      Offerees (following a written notice to such Participation Offerees
      requesting such exclusion, which notice shall include the type of security
      to be issued, the number of shares of the security to be issued, and the
      consideration to be received by the Company for such security(ies)).


                                      -23-
<PAGE>

      6.3. Certain Provisions Applicable to Options. In the event that the
Issuance of Subject Securities shall result in any increase in the number of
shares of Common Stock issuable upon exercise of the Options, the number of
shares (or Equivalent Shares, if applicable) of Subject Securities (and Other
Securities, if applicable) which the holders of such Options shall be entitled
to purchase pursuant to Section 6.1, if any, shall be reduced, share for share,
by the amount of any such increase.

      6.4. Period. The foregoing provisions of this Section 6 shall expire on
the earlier of (a) a Change of Control or (b) the closing of a Qualified Public
Offering.

7. REGISTRATION RIGHTS. The Company will perform and comply, and cause each of
its 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.

      7.1. Demand Registration Rights for Bain Shares.

            7.1.1. General. At any time after the earlier of (i) the second
      anniversary of the date of the Closing, or (ii) 180 days after the closing
      of the Initial Public Offering, one or more holders of Bain Shares
      representing at least 25% of the total amount of Registrable Securities
      into which the Bain Shares then outstanding are convertible ("Initiating
      Bain 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 at least
      25% of the then outstanding Registrable Bain Securities or of Registrable
      Securities having an aggregate offering price of at least $5,000,000
      (based upon the then current public market price or Fair Market Value of
      such Registrable Securities) (for purposes of this Agreement, "Registrable
      Bain Securities" shall mean Registrable Securities into which the Bain
      Shares are convertible). At any time after the Company becomes eligible to
      file a registration statement on Form S-3 (or any successor form relating
      to secondary offerings), holders of Bain Shares will have the right to
      require the Company to effect a registration on Form S-3 (or such
      successor form), of Registrable Securities having an aggregate offering
      price in each registration on Form S-3 in excess of $500,000 (based on the
      current public market price at the time the registration is requested).
      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 Bain Investors together
      with all other Registrable Securities which the Company has been requested
      to register pursuant to Section 7.3 by notice delivered to the Company
      within 20 days after the Company has given the notice required by Section
      7.3.1 (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.


                                      -24-
<PAGE>

            7.1.2. Number of Registrations; Form. The Company shall be required
      to effect only two registrations on Form S-1 (or any successor form) and
      an unlimited number of registrations on Form S-3 (or any successor form)
      pursuant to Section 7.1; provided, however, that the Company shall not be
      required to effect any registration (other than on Form S-3 or any
      successor form relating to secondary offerings) within six months after
      the effective date of any other registration statement of the Company;
      provided further; that the Company shall not be required to effect more
      than two registrations pursuant to Section 7.1 in any 12-month period.

            7.1.3. Company Delay. If at the time of any request to register
      Registrable Securities pursuant to this Section 7.1, the Company is
      engaged or has fixed plans to engage within 30 days of the time of the
      request in a registered public offering as to which the holders of Bain
      Shares may include Registrable Securities pursuant to Section 7.3 or is
      engaged in any other activity which, in the good faith determination of
      the Board, would be adversely affected by the requested registration to
      the material detriment of the Company, then the Company may at its option
      direct that such request be delayed for a period not in excess of 90 days
      from the effective date of such offering or the date of commencement of
      such other material activity, as the case may be, such right to delay a
      request to be exercised by the Company not more than once in any two year
      period.

            7.1.4. Effective Demands. Except as provided in Section 7.1.5, no
      registrations of Registrable Securities which shall not have become and
      remained effective in accordance with the provisions of this Section 7,
      and no registrations of Registrable Securities pursuant to which the
      Initiating Bain Investors and all other holders of Registrable Bain
      Securities joining therein are not able to include at least 90% of the
      Registrable Securities which they desired to include, shall be included in
      the calculation of numbers of registrations contemplated by this Section
      7.1.

            7.1.5. Payment of Expenses. The Company shall pay all reasonable
      costs and expenses incurred by the holders of Bain Shares, including the
      reasonable fees and expenses of a single legal counsel representing any or
      all of the Initiating Bain Investors, in connection with each registration
      of Registrable Securities requested pursuant to this Section 7.1, other
      than underwriting discount and commission, if any, and applicable transfer
      taxes, if any; provided, however, that if a registration under this
      Section 7.1 is withdrawn at the request of the Initiating Bain Investors
      (other than as a result of information concerning the business or
      financial condition of the Company which is made known to the Initiating
      Bain Investors after the date on which such registration was requested and
      other than as a result of a significant deterioration of the financial
      markets) and if the Initiating Bain Investors elect not to have such
      registration counted as a registration requested under this Section 7.1,
      the Initiating Bain Investors


                                      -25-
<PAGE>

      shall pay the registration expenses of such registration pro rata in
      accordance with the number of their Registrable Securities included in
      such registration.

            7.1.6. Additional Procedures. In the case of a registration pursuant
      to Section 7.1 hereof, whenever the holders of at least a majority of the
      Registrable Bain Securities to be included in the proposed registration
      statement in question (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 7.3. 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 7.1 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 Investors and such
      holder). 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 (subject, in each case, to
      the limitations on such liabilities set forth in this Agreement).

      7.2. Demand Registration Rights for Stolberg Shares.

            7.2.1. General. At any time after the earlier of (i) 180 days after
      the closing of the Initial Public Offering or (ii) subject to the
      provisions of Section 7.2.7, the third anniversary of the date of the
      Closing, one or more holders of Stolberg Shares representing at least 25%
      of the total amount of Registrable Securities into which the Stolberg
      Shares then outstanding are convertible ("Initiating Stolberg 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 at least 25% of the then
      outstanding Registrable Stolberg Securities or of Registrable Securities
      having an aggregate offering price of at least $5,000,000 (based upon the
      then current public market price or Fair Market Value of such Registrable
      Securities) (for purposes of this Agreement, "Registrable Stolberg
      Securities" shall mean Registrable Securities into which the Stolberg
      Shares are convertible). At any time after the Company becomes eligible to
      file a registration statement on Form S-3 (or any successor form relating
      to secondary offerings), holders of Stolberg Shares will have the right to
      require the Company to effect a registration on Form S-3 (or such
      successor form), of Registrable Securities having an aggregate offering
      price in each registration on Form S-3 in excess of $500,000 (based on the
      current public market price at the time the registration is requested).
      The Company will then use its best


                                      -26-
<PAGE>

      efforts to effect the registration under the Securities Act of the
      Registrable Securities which the Company has been requested to register by
      such Initiating Stolberg Investors together with all other Registrable
      Securities which the Company has been requested to register pursuant to
      Section 7.3 by notice delivered to the Company within 20 days after the
      Company has given the notice required by Section 7.3.1 (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.

            7.2.2. Number of Registrations; Form. The Company shall be required
      to effect only two registrations on Form S-1 (or any successor form) and
      an unlimited number of registrations on Form S-3 (or any successor form)
      pursuant to Section 7.2; provided, however, that the Company shall not be
      required to effect any registration (other than on Form S-3 or any
      successor form relating to secondary offerings) within six months after
      the effective date of any other registration statement of the Company;
      provided further; that the Company shall not be required to effect more
      than two registrations pursuant to Section 7.2 in any 12-month period.

            7.2.3. Company Delay. If at the time of any request to register
      Registrable Securities pursuant to this Section 7.2, the Company is
      engaged or has fixed plans to engage within 30 days of the time of the
      request in a registered public offering as to which the holders of
      Stolberg Shares may include Registrable Securities pursuant to Section 7.3
      or is engaged in any other activity which, in the good faith determination
      of the Board, would be adversely affected by the requested registration to
      the material detriment of the Company, then the Company may at its option
      direct that such request be delayed for a period not in excess of 90 days
      from the effective date of such offering or the date of commencement of
      such other material activity, as the case may be, such right to delay a
      request to be exercised by the Company not more than once in any two year
      period.

            7.2.4. Effective Demands. No registrations of Registrable Securities
      which shall not have become and remained effective in accordance with the
      provisions of this Section 7, and no registrations of Registrable
      Securities pursuant to which the Initiating Stolberg Investors and all
      other holders of Registrable Stolberg Securities joining therein are not
      able to include at least 90% of the Registrable Securities which they
      desired to include, shall be included in the calculation of numbers of
      registrations contemplated by this Section 7.2.

            7.2.5. Payment of Expenses. The Company shall pay all reasonable
      costs and expenses incurred by the holders of Stolberg Shares, including
      the reasonable fees and expenses of a single legal counsel representing
      any or all of the Initiating Stolberg Investors, in connection with each
      registration of Registrable Securities requested


                                      -27-
<PAGE>

      pursuant to this Section 7.2, other than underwriting discount and
      commission, if any, and applicable transfer taxes, if any; provided,
      however, that if a registration under this Section 7.2 is withdrawn at the
      request of the Initiating Stolberg Investors (other than as a result of
      information concerning the business or financial condition of the Company
      which is made known to the Initiating Stolberg Investors after the date on
      which such registration was requested and other than as a result of a
      significant deterioration of the financial markets) and if the Initiating
      Stolberg Investors elect not to have such registration counted as a
      registration requested under this Section 7.2, the Initiating Stolberg
      Investors shall pay the registration expenses of such registration pro
      rata in accordance with the number of their Registrable Securities
      included in such registration.

            7.2.6. Additional Procedures. In the case of a registration pursuant
      to Section 7.2 hereof, whenever the holders of at least a majority of the
      Registrable Stolberg Securities to be included in the proposed
      registration statement in question (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 7.3. 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 7.2 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 Investors and such
      holder). 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 (subject, in each case, to
      the limitations on such liabilities set forth in this Agreement).

            7.2.7. IRR Threshold. In the case of a registration pursuant to
      Section 7.2.1 in connection with the Initial Public Offering, the Company
      shall not effect such registration unless the Estimated Net Offering Price
      Per Share (as defined below) for such offering is equal to or greater than
      the Target Net Offering Price Per Share. The "Estimated Net Offering Price
      Per Share" shall mean the average of the highest and lowest net offering
      prices per share in the range of estimated net offering prices per share
      determined by the underwriter retained in connection with such offering,
      which underwriter shall be selected by the Initiating Stolberg Investors
      with the consent of the Board and the Majority Bain Investors.
      Notwithstanding anything to the contrary in this Section 7.2, in the event
      that the final net offering price per share determined by the underwriter
      immediately prior to the effective date of such offering is less than 95%


                                      -28-
<PAGE>

      of the Target Net Offering Price Per Share, then the Company shall, upon
      the request of the Majority Bain Investors, cause such offering to be
      terminated.

      7.3. Piggyback Registration Rights.

            7.3.1. Piggyback Registration.

                  7.3.1.1. 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 and/or for the account of one or more
            Bain Investors or Stolberg Investors (pursuant to Section 7.1 or 7.2
            or otherwise) for sale in a Public Offering, the Company will give
            notice to all holders of Registrable Securities 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 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 7.3 shall relieve
            the Company of any of its obligations to effect registrations of
            Registrable Securities pursuant to Section 7.1 or 7.2 hereof.

                  7.3.1.2. Excluded Transactions. The Company shall not be
            obligated to effect any registration of Registrable Securities under
            this Section 7.3 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 hereof by the Company or any of its
                  subsidiaries of or with any other businesses; or

                        (c) The Initial Public Offering except as to (i)
                  Registrable Securities requested to be included in such
                  offering by one or more of the Bain Investors and the Stolberg
                  Investors and (ii) securities requested to be included in such
                  offering pursuant to registration rights that exist on the
                  date of this Agreement.


                                      -29-
<PAGE>

            7.3.2. Payment of Expenses. The Company shall pay all reasonable
      expenses of a single legal counsel representing any and all holders of
      Registrable Securities incurred in connection with each registration of
      Registrable Securities requested pursuant to this Section 7.3; provided,
      however, that if the Company is paying the expenses of counsel to the
      Initiating Bain Investors pursuant to Section 7.1.5 or counsel to the
      Initiating Stolberg Investors pursuant to Section 7.2.5, the Company shall
      not be required to pay expenses for any additional legal counsel to the
      holders of Registrable Securities.

            7.3.3. Additional Procedures. Holders of Shares participating in any
      Public Offering pursuant to this Section 7.3 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 without limitation
      customary selling stockholder representations, warranties,
      indemnifications and "lock-up" agreements) for the benefit of the
      underwriters; provided, however, that (a) with respect to individual
      representations, warranties, indemnities 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 (b) to
      the extent selling stockholders give further representations, warranties
      and indemnities, then with respect to all other representations,
      warranties and indemnities of sellers of shares in such Public Offering,
      the aggregate amount of such liability shall not exceed the lesser of (i)
      such holder's pro rata portion of any such liability, in accordance with
      such holder's portion of the total number of Shares included in the
      offering or (ii) such holder's net proceeds from such offering.

      7.4. Certain Other Provisions.

            7.4.1. Underwriter's Cutback. In connection with any registration of
      shares, 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 7 and subject to
      the terms of this Section 7.4.1, 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 7.4.1). 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


                                      -30-
<PAGE>

      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 unless the
      right to register such shares exists on the date of this Agreement or
      unless the Company has, with the consent of the Majority Series C
      Investors, granted registration rights which are to be treated on an equal
      basis with Registrable Securities for the purpose of the exercise of the
      underwriter cutback; and, if a limitation on the number of shares is still
      required, the number of Registrable Securities and other shares of Common
      Stock that may be included in such registration shall be allocated among
      holders thereof in proportion, as nearly as practicable, to the respective
      amounts of Common Stock which each shareholder requested be registered in
      such registration. For purposes of any underwriter cutback, all Common
      Stock held by any holder of Registrable Securities which is a partnership
      or corporation shall also include any Common Stock held by the partners,
      retired partners, shareholders or affiliated entities of such holder, or
      the estates and family members of any such partners and retired partners
      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 Common Stock 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.

            7.4.2. Other Actions. If and in each case when the Company is
      required to use its reasonable best efforts to effect a registration of
      any Registrable Securities as provided in this Section 7, the Company
      shall take appropriate and customary actions in furtherance thereof,
      including, without limitation: (a) promptly preparing and filing with the
      Commission a registration statement with respect to such Registrable
      Securities and using reasonable efforts to cause such registration
      statement to become effective; (b) preparing and filing with the
      Commission such amendments and supplements to such registration statement
      as may be required to comply with the Securities Act and to keep such
      registration statement effective for a period not to exceed 180 days 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; (c) furnishing to the
      holders of Registrable Securities such number of copies of a prospectus,
      including a preliminary prospectus, in conformity with the requirements of
      the Securities Act, and such other documents as they may reasonably
      request in order to facilitate the disposition of Registrable Securities
      owned by them; (d) notifying each holder of Registrable Securities covered
      by such registration statement at any time when


                                      -31-
<PAGE>

      a prospectus relating thereto is required to be delivered under the
      Securities Act of the happening of any event 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 a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing and, at the request of the majority of the holders of Registrable
      Securities, preparing a supplement or amendment to such prospectus so
      that, as thereafter delivered to the purchasers of such Registrable
      Securities, such prospectus shall not contain an untrue statement of a
      material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading; (e) in
      the event of an underwritten public offering, entering into and performing
      its obligations under an underwriting agreement, in usual and customary
      form, with the managing underwriter(s) of such offering; provided,
      however, that each holder of Registrable Securities participating in such
      underwriting shall also enter into and perform its obligations under such
      an agreement; (f) using its reasonable best efforts to furnish, on the
      date that such Registrable Securities are delivered to the underwriters
      for sale, if such securities are being sold through underwriters, (i) an
      opinion, dated as of such date, of the counsel representing the Company
      for the purposes of such registration, in form and substance as is
      customarily given to underwriters in an underwritten public offering and
      (ii) a letter, dated as of such date, from the independent certified
      public accountants of the Company, in form and substance as is customarily
      given by independent certified public accountants to underwriters in an
      underwritten public offering; (g) using its reasonable best efforts to
      register or qualify such Registrable Securities under the state securities
      or "blue sky" laws of such jurisdictions as the holders of Registrable
      Securities 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; (h) causing all Registrable Securities to be listed on each
      securities exchange on which similar securities issued by the Company are
      then listed and, if not so listed, to be listed on the NASD automated
      quotation system and, if listed on the NASD automated quotation system,
      using its reasonable best efforts to secure designation of all Registrable
      Securities covered by such registration statement as a NASDAQ "national
      market system security" within the meaning of Rule 11Aa2-1 of the
      Commission or, failing that, securing NASDAQ authorization for such
      Registrable Securities and, without limiting the generality of the
      foregoing, arranging for at least two market makers to register as such
      with respect to such Registrable Securities with the NASD; (i) making
      available for inspection by any seller of Registrable Bain Securities or
      Registrable Stolberg Securities, any underwriter participating in any
      disposition pursuant to such registration statement and any attorney,
      accountant or other agent retained by any such seller or underwriter, all
      financial and other records, pertinent corporate documents and properties
      of the Company, and causing the Company's officers, directors, employees
      and independent accountants to supply all information


                                      -32-
<PAGE>

      reasonably requested by any such seller, underwriter, attorney, accountant
      or agent in connection with such registration statement, in each case
      subject to the requirement that recipients execute appropriate
      confidentiality agreements; and (j) otherwise cooperating reasonably with,
      and take such customary actions as may reasonably be requested by the
      holders of Registrable Securities in connection with, such registration.

            7.4.3. Selection of Underwriters and Counsel. The underwriters to be
      retained in connection with any Public Offering shall be selected by the
      Board with the joint consent of the Majority Stolberg Investors and the
      Majority Bain Investors which in each case shall not be unreasonably
      withheld or, in the case of an offering following a request therefor under
      Section 7.1.1, the Initiating Bain Investors with the consent of the Board
      which shall not be unreasonably withheld or, in the case of an offering
      following a request therefor under Section 7.2.1, except as set forth in
      Section 7.2.7, the Initiating Stolberg Investors with the consent of the
      Board which shall not be unreasonably withheld. The 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 7.1.1, the Initiating Bain Investors or, in the case of an
      offering following a request therefor under Section 7.2.1, the Initiating
      Stolberg Investors.

            7.4.4. Lock-Up. Without the prior written consent of the
      underwriters managing any Public Offering, 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 (a) offer, pledge, sell,
      contract to sell, sell any option or contract to purchase, purchase any
      option or contract to sell, grant any option, right or warrant to
      purchase, lend, or otherwise Transfer, directly or indirectly, any shares
      of Common Stock or any securities convertible into or exercisable or
      exchangeable for such Common Stock or (b) enter into any swap or other
      arrangement that transfers to another, in whole or in part, any of the
      economic consequences of ownership of Common Stock, whether any such
      transaction described in clause (a) or (b) above is to be settled by
      delivery of such Common Stock or such other securities, in cash or
      otherwise; provided, however, that the foregoing restrictions shall not
      apply to (i) transactions relating to shares of Common Stock or other
      securities acquired in open market transactions after the completion of
      the Initial Public Offering, (ii) Transfers to a Permitted Transferee of
      such holder in accordance with the terms of this Agreement or (iii)
      conversions of shares of Common Stock into other classes of Common Stock
      without change of holder.

      7.5. Indemnification and Contribution.

            7.5.1. 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 7 or otherwise, and in


                                      -33-
<PAGE>

      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 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 does, and will cause each
      of its 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 (or actions or proceedings in respect thereof),
      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


                                      -34-
<PAGE>

      thereof or specifically furnished for use in the preparation thereof. The
      indemnities of the Company and of its subsidiaries contained in this
      Section 7.5.1 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.

            7.5.2. Indemnities to the Company. In the event of any registration
      of any Registrable Securities under the Securities Act pursuant to this
      Section 7, each seller of Registrable Securities, severally and not
      jointly, shall 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 and each other prospective seller of such securities with respect to
      any statement in or omission from such registration statement, any
      preliminary prospectus, final prospectus or summary 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 or specifically
      furnished 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.

            7.5.3. Contribution. If the indemnification provided for in Section
      7.5.1 or 7.5.2 hereof is unavailable to a party that would have been
      entitled to indemnification pursuant to the foregoing provisions of this
      Section 7.5 (an "Indemnitee") 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,


                                      -35-
<PAGE>

      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 7.5.3 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 7.5.3 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.

            7.5.4. 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 7.5 shall not in any event exceed an amount equal to the net
      proceeds to such holder (after deduction of all underwriters' discounts
      and commissions) from the disposition of the Registrable Securities
      disposed of by such holder pursuant to such registration.

      7.6. Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Majority Series C Investors, enter into any agreement with any holder or
prospective holder of any securities of the Company relating to registration
rights unless such agreement includes: (a) to the extent the agreement would
allow such holder or prospective holder to include such securities in any
registration filed under Section 7.1, 7.2 or 7.3 hereof, a provision that such
holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of its securities will not
reduce the amount of the Registrable Securities of the Bain Investors or
Stolberg Investors which would otherwise be included; and (b) no provision which
would allow such holder or prospective holder to make a demand registration
which could result in such registration statement being declared effective prior
to the earlier of the dates or events set forth in Section 7.1.1 or 7.2.1.

8. REVALUATION OF SHARE PRICES

      8.1. Look-Back by Company, etc,. Notwithstanding anything contained in
this Agreement to the contrary, if (i) Shares are purchased pursuant to Section
4.1 or 5.1 from a Minority Stockholder or its Permitted Transferees (the
"Subject Minority Shares") and such Minority Stockholder is or was ever an
employee of the Company or any of its subsidiaries (or related to such employee
or director), (ii) the purchaser of the Subject Minority Shares was the Company,
any of the Stolberg Investors or any of the Bain Investors, and (iii) the
purchase price paid for the Subject Minority Shares exceeded $100,000, then the
Stolberg Investors, the Bain Investors and/or the Company will have the option
(the "Look-Back Option"), exercisable


                                      -36-
<PAGE>

by written notice to such Minority Stockholder at any time within the one year
period following the notice of exercise of an option to sell or purchase the
Subject Minority Shares pursuant to Section 4.1 or 5.1 (the date of notice of
exercise of the Look-Back Option is referred to herein as the "Look-Back Date"),
to require that the Contract Price of the Subject Minority Shares be
redetermined as of the Look-Back Date (the "Look-Back Valuation") by the same
Appraiser who determined the Contract Price of the Subject Minority Shares (or
if no Appraiser was used, such Appraiser shall be chosen in the manner described
in the definition of Contract Price in Section 13.2). The fees and expenses of
such Appraiser shall be borne by the purchaser. If the Look-Back Option is
exercised, the following shall apply:

            8.1.1. If the Look-Back Valuation is an amount which is less than
      90% of the purchase price paid by the Stolberg Investors, the Bain
      Investors and/or the Company for the Subject Minority Shares, the purchase
      price paid to such Minority Stockholder and/or any of his Permitted
      Transferees will be reduced to an amount equal to the Look-Back Valuation.
      Any such reduction in the purchase price for the Subject Minority Shares
      shall be deducted in equal installments over the remaining term of any
      promissory note issued in connection with the purchase of the Subject
      Minority Shares and, if no such promissory note was issued and remains
      outstanding, such reduction shall be due and payable immediately by the
      Minority Stockholder and/or his Permitted Transferees to the purchaser in
      cash. Any amounts not paid by the Minority Stockholder and/or his
      Permitted Transferees when due shall either (i) bear interest at a fixed
      rate per annum from the due date to the date of payment at the lesser of
      12% or the Prime Rate in effect as of the due date or (ii) at the option
      of the Stolberg Investors, the Bain Investors and/or the Company, as
      applicable, be paid by surrendering a number of Shares with a value based
      on the Look-Back Valuation equal to the amount due from the Minority
      Stockholders and/or his Permitted Transferees.

            8.1.2. If the Look-Back Valuation equals or exceeds 90% of the
      purchase price paid to such Minority Stockholder and/or his Permitted
      Transferees for the Subject Minority Shares, the purchase price for the
      Subject Minority Shares will not be changed and, in addition, the interest
      rate on any outstanding promissory note issued to the Minority Stockholder
      and/or his Permitted Transferees in connection with the purchase of such
      Subject Minority Shares will be increased by 100 basis points effective as
      of the Look-Back Date.

      8.2 Look-Back by Minority Stockholder. Notwithstanding anything contained
in this Agreement to the contrary, if (i) Shares are purchased from any Minority
Stockholder and/or his Permitted Transferees pursuant to Section 5.1.1 or 5.1.2
(such Shares purchased pursuant to Section 5.1.1 or 5.1.2 (specifically
excluding, however, any shares of Stock purchased upon termination of such
Minority Stockholder's employment for Cause) are referred to herein as the
"Employee Stock"), and (ii) there is a Sale of the Company within the one year
period following the date of notice of exercise of such option to purchase, such
Minority Stockholder shall have the right and option, exercisable by written
notice to the


                                      -37-
<PAGE>

purchaser of the Employee Stock within 15 days after notice of such Sale has
been provided to the Minority Stockholder, to require that the Contract Price
for the Employee Stock be redetermined as of the date of Sale based on the
consideration received in the Sale and determined as if the Employee Stock were
issued and outstanding on the date of Sale. At the time notice of the Sale is
provided to the Minority Stockholder, the Minority Stockholder shall also be
advised of the terms, conditions and price received in connection with the Sale.
The Minority Stockholder shall have the right to review those portions of the
Sale documentation relating to the determination, payment and any adjustment of
the consideration paid in connection with such Sale; provided, however, that
such Minority Stockholder shall first agree to treat all such information as
confidential information and shall sign such confidentiality agreement as may be
reasonably requested with respect thereto. If the consideration in the Sale is
for other than cash and the parties cannot agree on the redetermined Contract
Price, such redetermined Contract Price shall be determined by the same
Appraiser who originally determined the Contract Price (or, if no Appraiser was
used, such Appraiser shall be chosen in the manner described in the definition
of Contract Price in Section 13.2). In the event the redetermined Contract price
for the Employee Stock is higher than the price paid to such Minority
Stockholder and/or his Permitted Transferees for the Employee Stock, then the
excess shall be paid to such Minority Stockholder and/or his Permitted
Transferees on the same terms and conditions as the remaining Stockholders of
the Company receive amounts payable to them in connection with the Sale. The
cost of any re-appraisal shall be borne by the Minority Stockholder.

      8.3. Re-evaluation Upon Initial Public Offering Notwithstanding anything
in this Agreement to the contrary, if (i) Employee Stock is purchased, and (ii)
there is an Initial Public Offering of the Company within the one year period
following the date of notice of exercise of the option to purchase such Employee
Stock, the Company shall give written notice of the proposed Initial Public
Offering to such Minority Stockholder not less than 30 days prior to the
proposed effective date of such Initial Public Offering. Upon receipt of such
notice, such Minority Stockholder and/or his Permitted Transferees shall each
have the right and option, exercisable by written notice delivered to the
Company and the purchaser of the Employee Stock within 15 days after receipt of
notice of the proposed Initial Public Offering, to rescind the sale of the
Employee Stock. If the Minority Stockholder and its Permitted Transferees so
elect to rescind the sale of the Employee Stock, and contingent upon the
effectiveness of the Initial Public Offering, the Minority Stockholder and his
Permitted Transferees shall remit to the purchaser of the Employee Stock all
consideration received for such Employee Stock and, upon receipt of such funds,
the Minority Stockholder and/or his Permitted Transferees shall receive a return
of the Employee Stock. Notwithstanding the foregoing, if a Minority Stockholder
or its Permitted Transferee elects to rescind a sale of Employee Stock to a Bain
Investor or a Stolberg Investor pursuant to this Section 8.3 and (i) such
recision would give rise to taxable income and (ii) the Bain Investor or
Stolberg Investor who is required to rescind the sale of Employee Stock so
notifies the Minority Stockholder (or Permitted Transferee) electing to exercise
the right of recision prior to the time of such recision, which notice shall set
forth the Make-Whole Amount (as defined below), the Minority


                                      -38-
<PAGE>

Stockholder (or Permitted Transferee) in question shall have the option either
(a) of electing to rescind the notice of recision or (b) proceeding with the
recision so long as prior to such recision the Minority Stockholder (or
Permitted Transferee) in question pays to the Bain Investor or Stolberg Investor
in question an amount (the "Make-Whole Amount") which after deducting all taxes
payable as a result of the receipt thereof would equal the taxes on the taxable
income referred to above (both such taxes to be calculated at the maximum
marginal rate applicable to individuals).

9. CERTAIN ISSUANCES AND TRANSFERS, ETC. Notwithstanding any other provision of
this Agreement, (a) Shares Transferred in a Public Offering or, after the
Initial Public Offering, pursuant to Rule 144 shall be conclusively deemed
thereafter not to be Series C Shares, Bain Shares, Stolberg Shares or Minority
Shares, as applicable, under this Agreement and not to be subject to any of the
provisions hereof or entitled to the benefit of any of the provisions hereof,
and (b) any Shares Transferred or acquired other than as contemplated in clause
(a) shall upon such Transfer or acquisition continue to be deemed for all
purposes hereof to be Series C Shares, Bain Shares, Stolberg Shares or Minority
Shares, as applicable, under this Agreement and no such Transfer shall be
effective unless the transferee of such Shares has delivered to the Company a
written acknowledgment and agreement in form and substance reasonably
satisfactory to the Company that such Shares to be received by such transferee
shall remain Series C Shares, Bain Shares, Stolberg Shares or Minority Shares
hereunder, as the case may be, and shall continue to be subject to all of the
provisions of this Agreement and that such transferee shall be bound by and a
party to this Agreement as the holder of Series C Shares, Bain Shares, Stolberg
Shares or Minority Shares, as the case may be, hereunder.

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
injunctive relief) as may be appropriate in the circumstances.

      10.2. Deposit. Without limiting the generality of Section 10.1, if any
holder of Shares fails to deliver to the purchaser thereof the certificate or
certificates evidencing Shares to be Sold pursuant to Section 3 or 5 hereof,
such purchaser may, at its option, in addition to all other remedies it may
have, deposit the purchase price (including any promissory note constituting all
or any portion thereof) for such Shares with any national bank or trust company
having combined capital, surplus and undivided profits in excess of One Hundred
Million Dollars ($100,000,000) (the "Escrow Agent") and the Company shall cancel
on its books the


                                      -39-
<PAGE>

certificate or certificates representing such Shares and thereupon all of such
holder's rights in and to such Shares shall terminate. Thereafter, upon delivery
to such purchaser by such holder of the certificate or certificates evidencing
such Shares (duly endorsed, or with stock powers duly endorsed, for transfer,
with signature guaranteed, free and clear of any liens or encumbrances, and with
any stock transfer tax stamps affixed), such purchaser shall instruct the Escrow
Agent to deliver the purchase price (without any interest from the date of the
closing to the date of such delivery, any such interest to accrue to such
purchaser) to such holder.

11. LEGENDS.

      11.1. Restrictive Legend. Each certificate representing Shares shall have
the following legend endorsed conspicuously thereupon:

            The voting of the shares of stock represented by this certificate,
      and the sale, encumbrance or other disposition thereof, are subject to the
      provisions of a Stockholders Agreement to which the issuer and certain of
      its stockholders are party, a copy of which may be inspected at the
      principal office of the issuer or obtained from the issuer without charge.

      Any person who acquires Shares which are not subject to all or part of the
terms of this Agreement shall have the right to have such legend (or the
applicable portion thereof) removed from certificates representing such Shares.

      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 legends are satisfied.

      11.4. Termination of 1933 Act Legend. The requirement imposed by Section
11.2 hereof shall cease and terminate as to any particular Shares (a) when, in
the opinion of Ropes & Gray, or other counsel reasonably acceptable to the
Company, such legend is no longer required in order to assure compliance by the
Company with the Securities Act or (b) when such Shares have been effectively
registered under the Securities Act or transferred pursuant to


                                      -40-
<PAGE>

Rule 144. Wherever (x) such requirement shall cease and terminate as to any
Shares or (y) such Shares shall be 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 Company and the Majority Stockholders;
provided, however, that:

            12.2.1. the consent of the Majority Series C Investors shall be
      required for any amendment, modification, extension, termination or waiver
      which has a material adverse effect on the rights of the holders of Series
      C Shares as such under this Agreement;

            12.2.2. the consent of the Majority Stolberg Investors shall be
      required for any amendment, modification, extension, termination or waiver
      which has a material adverse effect on the rights of the holders of
      Stolberg Shares as such under this Agreement;

            12.2.3. the consent of the holders of a majority of the Minority
      Shares then outstanding shall be required for (i) any amendment,
      modification, extension, termination or waiver of Section 3.1 which would
      eliminate the rights of the holders of Minority Shares to participate in a
      Sale under Section 3.1 or any amendment, modification, extension,
      termination or waiver of Section 3.1 which would disproportionately
      materially adversely affect the rights of the holders of Minority Shares
      vis-a-vis the rights of the holders of Shares other than Minority Shares,
      (ii) any amendment, modification, extension, termination or waiver of
      Section 7.3 which would eliminate the rights of the holders of Minority
      Shares to participate in a registration under Section 7.3 or any
      amendment, modification, extension, termination or waiver of Section 7.3
      which would disproportionately materially adversely affect the rights of
      the holders of Minority Shares vis-a-vis the rights of the holders of
      Shares other than Minority Shares, (iii) any amendment, modification,
      extension, termination or waiver of Section 3.2.2, 3.3.2 or 3.4.2 which
      would disproportionately materially adversely affect the rights of the
      holders of Minority Shares vis-a-vis the rights of the holders of Shares
      other than Minority Shares, and (iv) any amendment, modification,
      extension, termination or waiver of Section 4.2, 5 or 8;


                                      -41-
<PAGE>

            12.2.4. the consent of the holders of a majority of the Shares held
      by the Cady Stockholders shall be required for any amendment,
      modification, extension, termination or waiver of Section 5.4; and

            12.2.5. the consent of the holders of a majority of the Shares held
      by the Participation Offerees shall be required for any amendment,
      modification, extension, termination or waiver of Section 6.

      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.

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:

            (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 nouns and verbs
      and the singular and plural forms of the terms defined; and

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

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

            "AAA" shall have the meaning set forth in Section 5.1.4.

            "Adverse Claim" shall have the meaning set forth in Section 8-302 of
      the applicable Uniform Commercial Code.

            "Affiliate" shall mean, with respect to any specified Person, (a)
      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


                                      -42-
<PAGE>

      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) and (b) each Person of which such specified Person or an
      Affiliate (as defined in clause (a) above) thereof shall, directly or
      indirectly, beneficially own at least five percent of the outstanding
      capital stock or other evidence of beneficial interest at such time. With
      respect to any natural Person, "Affiliate" shall also include without
      limitation any Member of the Immediate Family of such natural Person.

            "Affiliated Fund" shall mean each corporation, trust, limited
      liability company, general or limited partnership or other entity under
      common control with any Bain Investor or Stolberg Investor, as the case
      may be.

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

            "Appraisal Process" shall mean the following process: within three
      business days after the effectiveness of the Drag Along Notice, the
      Participating Sellers shall, by majority vote, select a representative
      (the "Representative") to meet with the Prospective Selling Investors. If
      no such representative has been selected within such three business day
      period, then the Company shall serve as the Representative. The
      Prospective Selling Investors shall meet with the Representative to
      discuss the per share price to be paid in the proposed Sale as set forth
      in the Drag Along Notice. If the Representative agrees to the per share
      price set forth in the Drag Along Notice, then the Prospective Selling
      Investors may effect the proposed Sale pursuant to Section 3.2, 3.3 or
      3.4, as applicable. If the Representative does not agree to the per share
      price set forth in the Drag Along Notice within three business days after
      the first meeting between the Prospective Selling Investors and the
      Representative, then the Representative and the Prospective Selling
      Investors shall each select an Appraiser within three business days and
      the two Appraisers shall each make an independent appraisal as to the per
      share fair value of the Shares to be sold in the proposed Sale. If the
      average of the two per share fair values determined by the Appraisers is
      less than or equal to the per share price as set forth in the Drag Along
      Notice, then the Prospective Selling Investors may effect the proposed
      Sale pursuant to Section 3.2, 3.3 or 3.4, as applicable, at the per share
      price set forth in the Drag Along Notice. If the average of the two per
      share fair values determined by the Appraisers is greater than the per
      share price as set forth in the Drag Along Notice, then the Prospective
      Selling Investors may either effect the proposed Sale pursuant to Section
      3.2, 3.3 or 3.4, as applicable, at such average per share fair value or
      request that a third appraiser be selected, in which case the Prospective
      Selling Investors and the Representative shall attempt to agree on a third
      Appraiser. If, within three business days, the Prospective Selling
      Investors and the Representative cannot agree on a third Appraiser, then
      the two Appraisers selected by each of the Prospective Selling Investors
      and the Representative shall select a third Appraiser who shall make an
      independent appraisal as to the per share fair value of the


                                      -43-
<PAGE>

      Shares to be sold in the proposed Sale. An average shall be taken of the
      two out of three per share fair values determined by the Appraisers that
      are closest together, or, if the three per share fair values are
      equidistant from one another, an average shall be taken of all three per
      share fair values. If such average is less than or equal to the per share
      price as set forth in the Drag Along Notice, then the Prospective Selling
      Investors may effect the proposed Sale pursuant to Section 3.2, 3.3 or
      3.4, as applicable, at such average per share fair value. If such average
      is greater than the per share price as set forth in the Drag Along Notice,
      then the Prospective Selling Investors may either effect the proposed Sale
      pursuant to Section 3.2, 3.3 or 3.4, as applicable, at such average per
      share fair value or elect not to proceed with the proposed Sale pursuant
      to Section 3.2, 3.3 or 3.4, as applicable. The costs and expenses of each
      of the Appraisers will be borne by the Company.

            "Appraiser" shall mean an independent business appraiser or
      investment banker of recognized standing with knowledge and experience
      related to the industry in which the Company operates.

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

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

            "Bain Shares" shall mean (a) all shares of Common Stock originally
      issued to, or issued with respect to shares originally issued to, or held
      by, the Bain Investors, whenever issued, including, without limitation,
      all shares of Common Stock issued pursuant to the exercise of any Options
      and all shares of Common Stock issued upon conversion of any shares of
      Preferred Stock, (b) all shares of Preferred Stock originally issued to,
      or issued with respect to shares originally issued to, or held by, the
      Bain Investors, whenever issued (treating such shares of Preferred Stock
      as a number of Shares equal to the number of Equivalent Shares represented
      by such shares of Preferred Stock for all purposes of this Agreement
      except as otherwise specifically set forth herein), and (c) all Options
      originally granted or issued to the Bain Investors (treating such Options
      as a number of Shares equal to the number of Equivalent Shares represented
      by such Options for all purposes of this Agreement except as otherwise
      specifically set forth herein).

            "Bankruptcy Code" shall mean 11 U.S.C. ss.101 et seq., or any
      successor provisions thereto.

            "Base Price" of any Share, as of any date, shall mean an amount
      equal to the lesser of (i) the Contract Price of such Share as of such
      date, or (ii) the amount originally paid to the Company for such Share by
      the original holder upon issuance thereof, increased from the date of
      issuance through the date in question at a non-compounded per annum rate
      of six percent.


                                      -44-
<PAGE>

            "Board" shall have the meaning set forth in Section 2.1.

            "Cady Stockholder" shall mean Paul D. Cady, Daniel P. Cady, David G.
      Cady and Kim Cady, Susan E. Rivera and Thomas Rivera, and Steven M. Simon.

            "Cause" shall be deemed to exist if a Minority Stockholder: (i)
      violates any federal, state or local law or commits any act of dishonesty
      involving the Company or any of its subsidiaries if such violation or act
      (x) causes material damages to the Company or any of its subsidiaries, or
      (y) in the reasonable judgment of the Board, would materially and
      adversely affect the Minority Stockholder's ability to perform his duties
      for the Company or any of its subsidiaries; (ii) solicits or contacts
      customers of the Company or any of its subsidiaries, becomes employed by a
      competitor of the Company or any of its subsidiaries or actively and
      knowingly assists in the establishment or operation of any competitive
      business in violation of any agreement with the Company or any of its
      subsidiaries concerning noncompetition; (iii) breaches any agreement with
      the Company or any of its subsidiary concerning noncompetition in a manner
      other than as described in the foregoing clause (ii) and fails to
      discontinue the offending conduct within ten days following receipt of
      notice thereof; (iv) knowingly or intentionally breaches any
      confidentiality agreement with the Company or any of its subsidiaries; (v)
      unintentionally breaches any confidentiality agreement with the Company or
      any of its subsidiaries and continues to engage in behavior in violation
      of such confidentiality agreement following receipt of notice of such
      breach; (v) commits an act of willful misconduct in the course of his
      employment with the Company or any of its subsidiaries that causes
      material damage to the Company or any of its Subsidiaries; (vi) commits
      any act of gross negligence in the course of his employment or breaches in
      any material respect any of the terms of his employment with the Company
      or any of its subsidiaries if the Minority Stockholder fails to
      discontinue the offending conduct within ten days following receipt of
      notice thereof and such act of gross negligence or breach has caused
      material damage to the Company or any of its subsidiaries. Nothing
      contained in this definition or this Agreement shall be deemed to affect
      the right of the Company or any of its Subsidiaries to discipline or
      discharge a Minority Stockholder and this Cause definition shall be used
      solely for purposes of determining the price to be paid for Shares held by
      a Minority Stockholder upon termination of his employment which are
      purchased in accordance with the terms of this Agreement.

            "CCI Stock" shall have the meaning set forth in Section 5.4.

            "Change of Control" shall mean any change in the ownership of the
      capital stock of the Company if, immediately after giving effect thereto,
      the Stolberg Investors, the Bain Investors and the Minority Stockholders
      and their Affiliates shall own less than ten percent of the Equivalent
      Shares.


                                      -45-
<PAGE>

            "Closing" shall have the meaning set forth in Section 1.1.

            "Code" shall have the meaning set forth in Section 5.4.

            "Commission" shall mean the Securities and Exchange Commission.

            "Common Stock" shall have the meaning set forth in the recitals.

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

            "Contract Price," as of any date, of any Share subject to purchase
      hereunder, shall mean the aggregate price at which a purchaser and seller
      would buy and sell such Share on such date and shall be determined as
      follows:

            (a) The seller and the purchaser(s) will attempt to agree on the
      Contract Price. For those purchaser(s) with whom the seller is able to
      agree on the Contract Price, the amount so agreed will be the Contract
      Price.

            (b) If the seller and any purchaser(s) are unable to agree on the
      Contract Price for such Shares, the Contract Price shall be determined by
      an Appraiser mutually acceptable to the seller and such purchaser(s). If
      the parties cannot agree on an Appraiser, the purchaser(s) and the seller
      shall each select an Appraiser and the two Appraisers so selected shall
      select the Appraiser who shall determine the Contract Price and the
      determination of such Appraiser shall be binding and conclusive on such
      parties for purposes hereof. In appraising the Shares subject to purchase,
      the Appraiser shall utilize a valuation method based upon the market
      values of publicly-held companies which are comparable to the Company. The
      Appraiser shall apply such discount as the Appraiser deems appropriate
      (but not to exceed 27.5%) for lack of marketability but shall not apply
      any discount for minority interests. The seller shall bear one-half of the
      costs and expenses of such Appraiser or, if less, an amount equal to ten
      percent of the aggregate Contract Price (as determined by such Appraiser)
      for all Shares available for purchase from the seller and the purchaser(s)
      shall bear the balance of the costs and expenses of such Appraiser.

            (c) The Contract Price of the Shares subject to repurchase hereunder
      shall be determined as of (i) the date an Offer is made in the event of a
      purchase under Section 4.1, or (ii) the date of notice of exercise of an
      option to purchase or sell such Shares (as the case may be) in the event
      of a purchase pursuant to Section 5; provided, however, that in the event
      a purchase or sale option is deferred in accordance with Section 5.2, the
      date of determination shall be the date of notice of exercise of an option
      on or after the Waiver of Deferral Notice is delivered.


                                      -46-
<PAGE>

            "Contract Terms" with respect to Shares purchased pursuant hereto
      shall mean the following terms of payment:

            (a) The purchaser will be required to pay the purchase price for
      such Shares in cash or other immediately available funds as of the date of
      purchase if the aggregate purchase price for such Shares is $100,000 or
      less and, if the Company is the purchaser, such cash payment is permitted
      by the Company's Senior Lenders.

            (b) If the purchase price for such Shares exceeds $100,000 or the
      Company is the purchaser and is prohibited by its Senior Lenders from
      making such cash payment, the purchaser will pay the purchase price for
      such Shares by delivering to the seller on the date of purchase cash or
      other immediately available funds in an amount equal to the greater of
      $75,000 or ten percent of the purchase price and the balance of the
      purchase price shall be paid by purchaser's delivery to the seller on the
      date of purchase of a promissory note with terms as follows:

                  (i) The remaining purchase price will be payable in 12 equal
            consecutive quarterly installments commencing 90 days after the date
            of purchase;

                  (ii) Interest will accrue on the principal balance outstanding
            from time to time at a fixed rate per annum equal to the lesser of
            (i) the Prime Rate in effect as of the date of purchase, or (ii) 12%
            and will be payable together with each installment of principal; and

                  (iii) The promissory note will be subordinated to the
            Company's Senior Lenders on such terms as may be requested by such
            Senior Lenders.

            (c) The "date of purchase" shall be such date as the seller and the
      purchaser(s) shall agree but in no event shall such date of purchase be
      more than 20 days after the date of notification of the final
      determination of the Contract Price (or, if applicable, the Base Price) of
      the Shares being sold.

            (d) On the date of purchase, the seller shall deliver to the
      purchaser(s) certificates evidencing ownership of the Shares being sold
      properly endorsed or with properly executed stock powers, free and clear
      of all liens, claims, restrictions and encumbrances other than this
      Agreement.

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


                                      -47-
<PAGE>

            "Cost" shall mean, for any security, the price paid to the issuer
      for such security.

            "Covered Person" shall have the meaning set forth in Section 7.5.1.

            "Disability" shall mean the inability of a Minority Stockholder to
      perform his regular duties for the Company or any of its subsidiaries on a
      full-time basis as a result of a physical or mental illness or condition,
      regardless of the nature or cause thereof, which continues for a period in
      excess of 180 consecutive days or 210 days in any consecutive 12 month
      period.

            "Drag Along Notice" shall have the meaning set forth in Sections
      3.2.1, 3.3.1 and 3.4.1.

            "Drag Along Sale Percentage" shall have the meaning set forth in
      Sections 3.2, 3.3 and 3.4.

            "Drag Along Sellers" shall have the meaning set forth in Sections
      3.2.1, 3.3.1 and 3.4.1.

            "Employee Stock" shall have the meaning set forth in Section 8.2.

            "Equivalent Shares" shall mean as to any outstanding shares of
      Common Stock, such number of shares of Common Stock, and as to any
      outstanding Options or Convertible Securities, the maximum number of
      shares of Common Stock for which or into which such Options or Convertible
      Securities may at the time be exercised or converted.

            "Escrow Agent" shall have the meaning set forth in Section 10.2.

            "Estimated Net Offering Price Per Share" shall have the meaning set
      forth in Section 7.2.7.

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

            "Fair Market Value" shall mean, as of any date, as to any share of
      Common Stock, the Board's good faith determination of the fair value of
      such share as of the applicable reference date.

            "Gain" shall have the meaning set forth in Section 5.4.

            "Indemnitee" shall have the meaning set forth in Section 7.5.3.


                                      -48-
<PAGE>

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

            "Initial Stockholders Agreement" shall have the meaning set forth in
      the Recitals.

            "Initiating Bain Investors" shall have the meaning set forth in
      Section 7.1.1.

            "Initiating Stolberg Investors" shall have the meaning set forth in
      Section 7.2.1.

            "IRS" shall have the meaning set forth in Section 5.4.

            "Issuance" shall have the meaning set forth in Section 6.

            "Joining Parties" shall have the meaning set forth in Section 14.7.

            "Liquidity Event" shall have the meaning set forth in Section 3.6.

            "Look-Back Date" shall have the meaning set forth in Section 8.1.

            "Look-Back Option" shall have the meaning set forth in Section 8.1.

            "Look-Back Valuation" shall have the meaning set forth in Section
      8.1.

            "Majority Bain Investors" shall mean, as of any date, Bain Investors
      holding a majority of the outstanding Series C Shares held by all Bain
      Investors.

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

            "Majority Participating Investors" shall have the meaning set forth
      in Sections 7.1.6 and 7.2.6.

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

            "Majority Stolberg Investors" shall mean, as of any date, Stolberg
      Investors holding a majority of the outstanding Stolberg Shares held by
      all Stolberg Investors.

            "Major Transaction" shall mean, with respect to any entity, (a)
      merger or consolidation, whether or not such entity is the surviving
      entity (other than a merger effected solely for the reincorporation of
      such entity), (b) disposition of properties (whether effected by merger,
      sale of assets, lease, equity exchange or otherwise), other


                                      -49-
<PAGE>

      than in any transaction or series of related transactions involving less
      than $100,000, (c) acquisition of or lease of properties (whether effected
      by merger, purchase of assets, lease, equity exchange or otherwise), other
      than in any transaction or series of related transactions involving less
      than $100,000, and (d) borrowing of money (whether in the public or
      private markets), obtaining of credit (other than trade credit in the
      ordinary course of business), issuance of notes, debentures or securities,
      or the refinancing thereof, except to the extent that the aggregate
      principal amount of indebtedness of the type described in this clause (d)
      at any time outstanding and not approved according to the procedures
      described in Section 2.3 hereof does not exceed $100,000.

            "Make Whole Amount" shall have the meaning set forth in Section 8.3.

            "Members of the Immediate Family" shall mean, with respect to any
      individual, each spouse or child or other descendants of such individual,
      each trust created for the primary benefit of one or more of the
      aforementioned Persons and their spouses and each custodian or guardian of
      any property of one or more of the aforementioned Persons in its capacity
      as such custodian or guardian.

            "Minority Shares" shall mean (a) all shares of Common Stock
      originally issued to, or issued with respect to shares originally issued
      to, or held by, a Minority Stockholder, whenever issued, including,
      without limitation, all shares of Common Stock issued pursuant to the
      exercise of any Options and all shares of Common Stock issued upon
      conversion of any shares of Preferred Stock, (b) all shares of Preferred
      Stock originally issued to, or issued with respect to shares originally
      issued to, or held by, a Minority Stockholder, whenever issued (treating
      such shares of Preferred Stock as a number of Shares equal to the number
      of Equivalent Shares represented by such shares of Preferred Stock for all
      purposes of this Agreement except as otherwise specifically set forth
      herein), and (c) all Options originally granted or issued to a Minority
      Stockholder (treating such Options as a number of Shares equal to the
      number of Equivalent Shares represented by such Options for all purposes
      of this Agreement except as otherwise specifically set forth herein).

            "Minority Sale" shall have the meaning set forth in Section 4.1.1.

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

            "Minority Transferor" shall have the meaning set forth in Section
      4.1.1.

            "Notes" shall have the meaning set forth in Section 6.2.

            "Notice of Dispute" shall have the meaning set forth in Section
      4.1.6.

            "Offer" shall have the meaning set forth in Section 4.1.1.


                                      -50-
<PAGE>

            "Options" shall mean any options or warrants to subscribe for,
      purchase or otherwise acquire either Common Stock or Convertible
      Securities.

            "Other Securities" shall have the meaning set forth in Section
      6.1.3.

            "Participating Buyer" shall have the meaning set forth in Section
      6.1.2.

            "Participating Seller" shall have the meaning set forth in Sections
      3.1.2, 3.2.1, 3.3.1 and 3.4.1.

            "Participation Notice" shall have the meaning set forth in Section
      6.1.1.

            "Participation Offerees" shall have the meaning set forth in Section
      6.1.1.

            "Participation Portion" shall have the meaning set forth in Section
      6.1.1.

            "Permitted Transferee" shall mean (a) as to each Series C Share, a
      Transferee of such Series C Share resulting from a Transfer to an
      Affiliated Fund, partner or Affiliate of a holder of Series C Shares, (b)
      as to each Stolberg Share, a Transferee of such Stolberg Share an
      Affiliated Fund, partner or Affiliate of a holder of Stolberg Shares, and
      (c) as to each Minority Share, a Transferee of such Minority Share in
      compliance with Sections 4.2.3, 4.2.4 and 4.2.5.

            "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.

            "Preferred Stock" shall have the meaning set forth in the Recitals.

            "Price Per Equivalent Share" shall mean the Board's good faith
      determination of the price per Equivalent Share of any Convertible
      Securities or Options which are the subject of an Issuance pursuant to
      Section 8 hereof.

            "Prime Rate" shall mean the rate per annum published in the Wall
      Street Journal (or any comparable successor publication) as the Prime Rate
      (i.e., the base rate on corporate loans posted by at least 75% of the
      nation's 30 largest banks).

            "Prospectus Buyer" shall mean any Person.

            "Prospective Selling Investor" shall have the meaning set forth in
      Sections 3.1, 3.2, 3.3 and 3.4.


                                      -51-
<PAGE>

            "Prospective Selling Stockholder" shall have the meaning set forth
      in Section 4.1.1.

            "Prospective Subscriber" shall have the meaning set forth in Section
      6.1.1.

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

            "Purchase Agreement" shall have the meaning set forth in the
      Recitals.

            "Qualified Public Offering" shall mean a Public Offering, other than
      any Public Offering or sale pursuant to a registration statement on Form
      S-8 or comparable form, in which the aggregate price to the public of all
      such common stock sold in such offering shall exceed $30,000,000.

            "Registrable Bain Securities" shall have the meaning set forth in
      Section 7.1.1.

            "Registrable Securities" shall mean (a) all shares of Common Stock,
      (b) all shares of Common Stock issuable upon exercise of any Option or
      Convertible Security and (c) all shares of Common Stock directly or
      indirectly issued or issuable with respect to the securities referred to
      in clauses (a) or (b) 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 constituting Shares.
      As to any particular Registrable Securities, such shares shall cease to be
      Registrable Securities when (v) such shares shall have been Transferred
      pursuant to Section 3.1 (other than Section 3.1.6(i), (ii), (iii) or
      (iv)), 3.2, 3.3 or 3.4 hereof, (w) 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, (x) such securities shall
      have been Transferred pursuant to Rule 144, (y) subject to the provisions
      of Section 12 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 and 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 (z)
      such securities shall have ceased to be outstanding.

            "Registrable Stolberg Securities" shall have the meaning set forth
      in Section 7.2.1.

            "Representative" shall have the meaning set forth in the definition
      of "Appraisal Process" in this Section 13.2.


                                      -52-
<PAGE>

            "Rule 144" shall mean Rule 144 under the Securities Act (or any
      successor Rule).

            "Rule 145 Transaction" shall mean a registration on Form S-4
      pursuant to Rule 145 of the Securities Act (or any successor Form or
      provision, as applicable).

            "Sale" shall have the meaning set forth in Section 3.1. The terms
      "Sell" and "Sold" shall reference the sale of Shares pursuant to a "Sale."

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

            "Senior Lenders" shall mean any financial institution providing
      credit or financing to the Company whether in the form of term loans,
      revolving lines of credit, letters of credit, industrial revenue bonds or
      otherwise; provided, however, that "Senior Lenders" shall not include the
      Stolberg Investors.

            "Senior Management" shall mean the Chief Executive Officer, Chief
      Financial Officer or Chief Operating Officer.

            "Series A Preferred" shall have the meaning set forth in the
      Recitals.

            "Series B Preferred" shall have the meaning set forth in the
      Recitals.

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

            "Series C Preferred" shall have the meaning set forth in the
      Preamble.

            "Series C Shares" shall mean (a) all shares of Series C Preferred
      originally issued to, or issued with respect to shares originally issued
      to, or held by, the Series C Investors, whenever issued (treating such
      shares of Series C Preferred as a number of Shares equal to the number of
      Equivalent Shares represented by such shares of Series C Preferred for all
      purposes of this Agreement except as otherwise specifically set forth
      herein) and (b) all shares of Common Stock issued upon conversion of any
      shares of Series C Preferred originally issued to, or held by, the Series
      C Investors.

            "Shares" shall mean all Series C Shares, Stolberg Shares, and
      Minority Shares.

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

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


                                      -53-
<PAGE>

            "Stolberg Shares" shall mean (a) all shares of Common Stock
      originally issued to, or issued with respect to shares originally issued
      to, or held by, the Stolberg Investors, whenever issued, including,
      without limitation, all shares of Common Stock issued pursuant to the
      exercise of any Options and all shares of Common Stock issued upon
      conversion of any shares of Preferred Stock, (b) all shares of Preferred
      Stock originally issued to, or issued with respect to shares originally
      issued to, or held by, the Stolberg Investors, whenever issued (treating
      such shares of Preferred Stock as a number of Shares equal to the number
      of Equivalent Shares represented by such shares of Preferred Stock for all
      purposes of this Agreement except as otherwise specifically set forth
      herein), and (c) all Options originally granted or issued to the Stolberg
      Investors (treating such Options as a number of Shares equal to the number
      of Equivalent Shares represented by such Options for all purposes of this
      Agreement except as otherwise specifically set forth herein), in each case
      excluding, for all purposes of this Agreement other than the provisions of
      Section 7.2, all Series C Shares originally issued to, or issued with
      respect to shares originally issued to, or held by, the Stolberg
      Investors.

            "Subject Minority Shares" shall have the meaning set forth in
      Section 8.1.

            "Subject Securities" shall have the meaning set forth in Section 6.

            "Tag Along Holder" shall have the meaning set forth in Section
      3.1.1.

            "Tag Along Notice" shall have the meaning set forth in Section
      3.1.1.

            "Tag Along Offer" shall have the meaning set forth in Section 3.1.2.

            "Tag Along Sale Percentage" shall have the meaning set forth in
      Section 3.1.1.

            "Tag Along Sellers" shall have the meaning set forth in Section
      3.1.2.

            "Target Net Offering Price Per Share" shall mean, with respect to
      any public offering of shares of Common Stock, the net offering price per
      share which would result in proceeds to the Bain Investors, if the Bain
      Investors were to sell one share of Registrable Bain Securities at such
      net offering price per share, equal to $5.00 per share (as adjusted for
      stock splits, stock dividends and the like) plus an amount sufficient to
      generate an internal rate of return thereon of 50% per annum compounded
      quarterly.

            "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.


                                      -54-
<PAGE>

            "Waiver of Deferral Notice" shall have the meaning set forth in
      Section 5.2.

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 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. 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 or (ii) by registered or
certified mail, postage prepaid, in each case, addressed as follows:

            If to the Company, to it:

                        Advanced Telecommunications, Inc.
                        730 2nd Avenue South
                        Suite 1200
                        Minneapolis, MN 55402
                        Attention:  Chief Executive Officer

                  with a copy to:

                        Piper & Marbury
                        1200 Nineteen St., N.W.
                        Washington, DC 20036-2430
                        Attention:  Edwin M. Martin, Esq.

                  and with a copy to:

                        Robins, Kaplan, Miller & Ciresi L.L.P.
                        2800 LaSalle Plaza
                        800 LaSalle Avenue
                        Minneapolis, MN 55402-2015
                        Attention:  David L. Mitchell, Esq.

            If to the Bain Investors, to them:

                        c/o Bain Capital, Inc.


                                      -55-
<PAGE>

                        Two Copley Place, 7th Floor
                        Boston, Massachusetts 02116
                        Attention:  Michael A. Krupka

                  with a copy to:

                        Ropes & Gray
                        One International Place
                        Boston, Massachusetts 02110
                        Attention: Philip J. Smith, Esq.

            If to the Stolberg Investors, to them:

                        c/o Stolberg Partners, L.P.
                        370 17th Street
                        Suite 4240
                        Denver, CO 80202
                        Attention:  Peter Van Genderen

                  with a copy to:

                        Holland & Hart
                        555 Seventeenth Street, Suite 3200
                        P.O. Box 8749
                        Denver, CO 80201
                        Attention:  Betty Arkell, Esq.

            If to a Minority Stockholder, to it at the address set forth in the
      stock record book 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 after deposit with the U.S. Postal Service, 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.

      14.3. Binding Effect, etc. Except for restrictions on Transfer of Shares
set forth in other agreements, plans or other documents, this Agreement
constitutes the entire agreement of the parties with respect to its subject
matter, supersedes all prior or contemporaneous oral or


                                      -56-
<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.

      14.4. 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.

      14.5. 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.

      14.6. 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.

      14.7. Joinder. The parties hereto intend that (a) transferees of shares
hereunder, (b) holders of securities of the Company that are not parties hereto
and (c) future holders of securities of the Company (collectively, the "Joining
Parties") may become parties to this Agreement. The parties agree that the
Joining Parties may become parties hereto by executing a joinder agreement and
upon execution of such joinder agreement shall be entitled to rights and subject
to obligations applicable to such Joining Parties hereunder.

      14.8. Consent to Amendment and Restatement. By executing this Agreement,
each party hereto consents to this amendment and restatement of the Initial
Stockholders Agreement pursuant to the terms of Section 16.1 of the Initial
Stockholders Agreement.

      14.9. Supersession of Prior Registration Rights Agreement. By executing
this Agreement, each party hereto agrees that this Agreement supersedes the
Registration Rights Agreement dated as of February 7, 1997, as amended, by and
among the Company, the Stolberg Investors and the Holders (as defined therein).

15. GOVERNING LAW, ETC.

      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.


                                      -57-
<PAGE>

      15.2. Consent to Jurisdiction. Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction
of the state courts of the State of Delaware sitting in the County of Wilmington
or the United States District Court for the District of Delaware for the purpose
of any action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation arising out of or based upon this Agreement
or relating to the subject matter hereof, (b) hereby waives to the extent not
prohibited by applicable law, and agrees not to assert, and agrees not to allow
any of its subsidiaries to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that any such proceeding brought in one of the
above-named courts is improper, or that this Agreement or the subject matter
hereof or thereof may not be enforced in or by such court and (c) hereby agrees
not to commence or maintain any action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation arising out
of or based upon this Agreement or relating to the subject matter hereof or
thereof other than before one of the above-named courts nor to make any motion
or take any other action seeking or intending to cause the transfer or removal
of any such action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation to any court other than one of
the above-named courts whether on the grounds of inconvenient forum or
otherwise. Notwithstanding the foregoing, to the extent that any party hereto is
or becomes a party in any litigation in connection with which it may assert
indemnification rights set forth in this agreement, the court in which such
litigation is being heard shall be deemed to be included in clause (a) above.
Each party hereto hereby consents to service of process in any such proceeding
in any manner permitted by Delaware law, and agrees that service of process by
registered or certified mail, return receipt requested, at its address specified
pursuant to Section 14.2 hereof is reasonably calculated to give actual notice.

      15.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES
HERETO THAT THIS SECTION 15.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY
ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15.3 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.


                                      -58-
<PAGE>

      15.4. Exercise of Rights and Remedies. No delay of or omission in the
exercise of any right, power or remedy accruing to any party as a result of any
breach or default by any other party under this Agreement shall impair any such
right, power or remedy, nor shall it be construed as a waiver of or acquiescence
in any such breach or default, or of any similar breach or default occurring
later; nor shall any such delay, omission nor waiver of any single breach or
default be deemed a waiver of any other breach or default occurring before or
after that waiver.


                                      -59-
<PAGE>

      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 COMPANY:                           ADVANCED TELECOMMUNICATIONS, INC.


                                       By: /s/ Clifford D. Williams
                                           -------------------------------------
                                           Clifford D. Williams,
                                           Chief Executive Officer


BAIN INVESTORS:                        BAIN CAPITAL FUND VI, L.P.
                                       By: Bain Capital Partners VI, L.P.,
                                             its general partner
                                       By: Bain Capital Investors VI, Inc.,
                                             its general partner


                                       By:______________________________________
                                       Name:
                                       Title: Managing Director


                                       BCIP ASSOCIATES II
                                       BCIP TRUST ASSOCIATES II
                                       BCIP ASSOCIATES II-B
                                       BCIP TRUST ASSOCIATES II-B
                                       BCIP ASSOCIATES II-C
                                       By: Bain Capital, Inc.,
                                             their Managing Partner

                                       PEP INVESTMENTS PTY LTD.
                                       By: Bain Capital, Inc.,
                                           its attorney-in-fact


                                       By:______________________________________
                                       Name:
                                       Title: Managing Director

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-1
<PAGE>

      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 COMPANY:                           ADVANCED TELECOMMUNICATIONS, INC.


                                       By: _____________________________________
                                           Clifford D. Williams,
                                           Chief Executive Officer


BAIN INVESTORS:                        BAIN CAPITAL FUND VI, L.P.
                                       By: Bain Capital Partners VI, L.P.,
                                             its general partner
                                       By: Bain Capital Investors VI, Inc.,
                                             its general partner


                                       By: /s/ Michael A. Krupka
                                           -------------------------------------
                                       Name: Michael A. Krupka
                                       Title: Managing Director


                                       BCIP ASSOCIATES II
                                       BCIP TRUST ASSOCIATES II
                                       BCIP ASSOCIATES II-B
                                       BCIP TRUST ASSOCIATES II-B
                                       BCIP ASSOCIATES II-C
                                       By: Bain Capital, Inc.,
                                             their Managing Partner

                                       PEP INVESTMENTS PTY LTD.
                                       By: Bain Capital, Inc.,
                                           its attorney-in-fact


                                       By: /s/ Michael A. Krupka
                                           -------------------------------------
                                       Name: Michael A. Krupka
                                       Title: Managing Director

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-1
<PAGE>

                                       RGIP, LLC


                                       By: /s/ R. Bradford Malt
                                           -------------------------------------
                                       Name: R. Bradford Malt
                                       Title: Managing Member

STOLBERG INVESTORS:
                                       STOLBERG PARTNERS, L.P.,
                                       By: SGMS, L.P., General Partner
                                       By: Stolberg Meehan & Scano, Inc.
                                             General Partner


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       STOLBERG MEEHAN & SCANO II, L.P.
                                       a Delaware limited partnership
                                       By: Stolberg Meehan & Scano LLC,
                                             General Partner

                                       By: _____________________________________
                                       Name:
                                       Title:

THE MINORITY STOCKHOLDERS:

                                       STOLBERG PARTNERS, L.P.,
                                       as Nominee for Gary E. Snyder, 780
                                       Partners, Larry Walker, Lawrence
                                       Freeborg, Peter Van Genderen, and
                                       Nottingham & Spirk Design, Inc.
                                       By: SGMS, L.P., General Partner
                                       By: Stolberg Meehan & Scano, Inc.
                                             General Partner


                                       By: _____________________________________
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-2
<PAGE>

                                       RGIP, LLC


                                       By: _____________________________________
                                       Name:
                                       Title:

STOLBERG INVESTORS:
                                       STOLBERG PARTNERS, L.P.,
                                       By: SGMS, L.P., General Partner
                                       By: Stolberg Meehan & Scano, Inc.
                                             General Partner


                                       By: /s/ E. Theodore Stolberg
                                           -------------------------------------
                                       Name: E. Theodore Stolberg
                                       Title: Partner


                                       STOLBERG MEEHAN & SCANO II, L.P.
                                       a Delaware limited partnership
                                       By: Stolberg Meehan & Scano LLC,
                                             General Partner

                                       By: /s/ Peter Van Genderen
                                           -------------------------------------
                                       Name: Peter Van Genderen
                                       Title: Partner

THE MINORITY STOCKHOLDERS:

                                       STOLBERG PARTNERS, L.P.,
                                       as Nominee for Gary E. Snyder, 780
                                       Partners, Larry Walker, Lawrence
                                       Freeborg, Peter Van Genderen, and
                                       Nottingham & Spirk Design, Inc.
                                       By: SGMS, L.P., General Partner
                                       By: Stolberg Meehan & Scano, Inc.
                                             General Partner


                                       By: /s/ [ILLEGIBLE]
                                           -------------------------------------
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-2
<PAGE>

                                       ARTESIAN CAPITAL LIMITED PARTNERSHIP II


                                       By: Artesian Management, Inc
                                           -------------------------------------
                                       Its: General Partner
                                       By: Frank B. Bennett
                                       Its: President


                                       ARTESIAN MANAGEMENT, INC.


                                       By: /s/ Frank B. Bennett
                                           -------------------------------------
                                       Name: Frank B. Bennett
                                       Title: President


                                       RWJ Co.

                                       By: _____________________________________
                                       Name:
                                       Title:


                                       MOSES FAMILY LIMITED PARTNERSHIP


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Marvin Moses


                                       _________________________________________
                                       Peter Fyhrie


                                       J M HIXON PARTNERS LLC


                                       By: _____________________________________
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                       S-3

<PAGE>

                                       ARTESIAN CAPITAL LIMITED PARTNERSHIP II


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       ARTESIAN MANAGEMENT, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       RWJ Co.

                                       By: /s/ James O. Pohlad
                                           -------------------------------------
                                       Name:  JAMES O. POHLAD
                                       Title: AGENT PARTNER


                                       MOSES FAMILY LIMITED PARTNERSHIP


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Marvin Moses


                                       _________________________________________
                                       Peter Fyhrie


                                       J M HIXON PARTNERS LLC


                                       By: _____________________________________
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                       S-3

<PAGE>

                                       ARTESIAN CAPITAL LIMITED PARTNERSHIP II


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       ARTESIAN MANAGEMENT, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       RWJ Co.

                                       By: _____________________________________
                                       Name:
                                       Title:


                                       MOSES FAMILY LIMITED PARTNERSHIP


                                       By: /s/ Marvin C. Moses
                                           -------------------------------------
                                       Name: MARVIN C. MOSES
                                       Title: MANAGING MEMBER OF CHESTNUT
                                              SPRINGS, L.L.C., GENERAL PARTNER


                                       /s/ Marvin C. Moses
                                       -----------------------------------------
                                       Marvin Moses


                                       _________________________________________
                                       Peter Fyhrie


                                       J M HIXON PARTNERS LLC


                                       By: _____________________________________
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                       S-3


<PAGE>

                                       ARTESIAN CAPITAL LIMITED PARTNERSHIP II


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       ARTESIAN MANAGEMENT, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       RWJ Co.

                                       By: _____________________________________
                                       Name:
                                       Title:


                                       MOSES FAMILY LIMITED PARTNERSHIP


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Marvin Moses


                                       /s/ Peter Fyhrie
                                       -----------------------------------------
                                       Peter Fyhrie


                                       J M HIXON PARTNERS LLC


                                       By: _____________________________________
                                       Name:
                                       Title:

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                       S-3


<PAGE>

                                       ARTESIAN CAPITAL LIMITED PARTNERSHIP II


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       ARTESIAN MANAGEMENT, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       RWJ Co.

                                       By: _____________________________________
                                       Name:
                                       Title:


                                       MOSES FAMILY LIMITED PARTNERSHIP


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Marvin Moses


                                       _________________________________________
                                       Peter Fyhrie


                                       J M HIXON PARTNERS LLC


                                       By: /s/ Benson K. Whitney
                                           -------------------------------------
                                       Name:  Benson K. Whitney
                                       Title: Managing Member

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                       S-3

<PAGE>

                                       MINNESOTA MANAGEMENT PARTNERS I


                                       By: /s/ Jack L. Hauser
                                           -------------------------------------
                                       Name: JACK L. HAUSER
                                       Title: EXECUTIVE DIRECTOR


                                       SIT INVESTMENT ASSOCIATES, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Joseph Rubin & Marguerite Rubin,
                                       as Joint Tenants


                                       _________________________________________
                                       Joseph Rubin


                                       _________________________________________
                                       John R. Dennis & Maryanne Dennis,
                                       as Joint Tenants


                                       _________________________________________
                                       John R. Dennis


                                       _________________________________________
                                       Winslow W. Bennett & Adele W. Bennett,
                                       Joint Tenants

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-4
<PAGE>

                                       MINNESOTA MANAGEMENT PARTNERS I


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       SIT INVESTMENT ASSOCIATES, INC.


                                       By: /s/ Carla J. Rose
                                           -------------------------------------
                                       Name:  Carla J. Rose
                                       Title: V.P. Administration & Deputy
                                              Controller


                                       _________________________________________
                                       Joseph Rubin & Marguerite Rubin,
                                       as Joint Tenants


                                       _________________________________________
                                       Joseph Rubin


                                       _________________________________________
                                       John R. Dennis & Maryanne Dennis,
                                       as Joint Tenants


                                       _________________________________________
                                       John R. Dennis


                                       _________________________________________
                                       Winslow W. Bennett & Adele W. Bennett,
                                       Joint Tenants

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-4
<PAGE>

                                       MINNESOTA MANAGEMENT PARTNERS I


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       SIT INVESTMENT ASSOCIATES, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       /s/ Joseph Rubin      Marguerite A. Rubin
                                       -----------------------------------------
                                       Joseph Rubin & Marguerite Rubin,
                                       as Joint Tenants


                                       /s/ Joseph Rubin
                                       -----------------------------------------
                                       Joseph Rubin


                                       _________________________________________
                                       John R. Dennis & Maryanne Dennis,
                                       as Joint Tenants


                                       _________________________________________
                                       John R. Dennis


                                       _________________________________________
                                       Winslow W. Bennett & Adele W. Bennett,
                                       Joint Tenants

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-4
<PAGE>

                                       MINNESOTA MANAGEMENT PARTNERS I


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       SIT INVESTMENT ASSOCIATES, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Joseph Rubin & Marguerite Rubin,
                                       as Joint Tenants


                                       _________________________________________
                                       Joseph Rubin


                                       /s/ John R. Dennis        Maryanne Dennis
                                       -----------------------------------------
                                       John R. Dennis & Maryanne Dennis,
                                       as Joint Tenants


                                       /s/ John R. Dennis
                                       -----------------------------------------
                                       John R. Dennis


                                       _________________________________________
                                       Winslow W. Bennett & Adele W. Bennett,
                                       Joint Tenants

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-4

<PAGE>

                                       MINNESOTA MANAGEMENT PARTNERS I


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       SIT INVESTMENT ASSOCIATES, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Joseph Rubin & Marguerite Rubin,
                                       as Joint Tenants


                                       _________________________________________
                                       Joseph Rubin


                                       _________________________________________
                                       John R. Dennis & Maryanne Dennis,
                                       as Joint Tenants


                                       _________________________________________
                                       John R. Dennis


                                       /s/ Winslow W. Bennett & Adele W. Bennett
                                       [ILLEGIBLE]
                                       -----------------------------------------
                                       Winslow W. Bennett & Adele W. Bennett,
                                       Joint Tenants

(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-4

<PAGE>

                                       /s/ Winslow W. Bennett
                                       -----------------------------------------
                                       Winslow W. Bennett


                                       /s/ Adele W. Bennett
                                       /s/ Winslow W. Bennett ATTY
                                       -----------------------------------------
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5

<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       /s/ Kathleen Brown Zerwas
                                       /s/ James Zerwas
                                       -----------------------------------------
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5
<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: /s/ Bayview Capital Group, Inc.
                                       Name:  R. Jeffrey [ILLEGIBLE]
                                       Title: CEO


                                       _________________________________________
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5

<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       /s/ Ronald W. Mullins
                                       -----------------------------------------
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5
<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       /s/ Sara G. Mullins
                                       -----------------------------------------
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       /s/ Sara G. Mullins
                                       -----------------------------------------
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5
<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       /s/ Timothy I. Maudlin
                                       -----------------------------------------
                                       Timothy I. Maudlin


                                       _________________________________________
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5
<PAGE>

                                       _________________________________________
                                       Winslow W. Bennett


                                       _________________________________________
                                       Adele W. Bennett


                                       _________________________________________
                                       Kathleen Brown Zerwas &
                                       James Zerwas, as Joint Tenants


                                       BAYVIEW CAPITAL GROUP, INC.


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       _________________________________________
                                       Ronald W. Mullins & Sara G. Mullins,
                                       as Joint Tenants


                                       _________________________________________
                                       Sara G. Mullins


                                       _________________________________________
                                       Timothy I. Maudlin


                                       /s/ Richard E. Struthers
                                       -----------------------------------------
                                       Richard E. Struthers


(Signature pages to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.)


                                      S-5
<PAGE>

                                        GHYSELINCK & ASSOCIATES LLC

                                        By: /s/ Sara Ghyselinck Mullins
                                           ----------------------------------
                                        Name: Sara Ghyselinck Mullins
                                        Title: Partner


                                        MULLINS LIVING TRUST

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


                                        -------------------------------------
                                        George T. Holden


                                        -------------------------------------
                                        Joseph Alexander


                                        -------------------------------------
                                        Thomas W. Burton & Georgia L. Burton,
                                        as Joint Tenants


                                        BURTON REAL ESTATE ADVISORS, INC.

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


                                        -------------------------------------
                                        Clifford D. Williams


                                      S-6
<PAGE>

                                        GHYSELINCK & ASSOCIATES LLC

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


                                        MULLINS LIVING TRUST

                                        By: /s/ Ronald W. Mullins
                                           ----------------------------------
                                        Name: Ronald W. Mullins
                                        Title:


                                        -------------------------------------
                                        George T. Holden


                                        -------------------------------------
                                        Joseph Alexander


                                        -------------------------------------
                                        Thomas W. Burton & Georgia L. Burton,
                                        as Joint Tenants


                                        BURTON REAL ESTATE ADVISORS, INC.

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


                                        -------------------------------------
                                        Clifford D. Williams


                                      S-6
<PAGE>

                                        GHYSELINCK & ASSOCIATES LLC

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


                                        MULLINS LIVING TRUST

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


                                        /s/ George T. Holden
                                        -------------------------------------
                                        George T. Holden


                                        -------------------------------------
                                        Joseph Alexander


                                        -------------------------------------
                                        Thomas W. Burton & Georgia L. Burton,
                                        as Joint Tenants


                                        BURTON REAL ESTATE ADVISORS, INC.

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


                                        -------------------------------------
                                        Clifford D. Williams


                                      S-6
<PAGE>

                                        GHYSELINCK & ASSOCIATES LLC

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


                                        MULLINS LIVING TRUST

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


                                        -------------------------------------
                                        George T. Holden


                                        /s/ Joseph Alexander
                                        -------------------------------------
                                        Joseph Alexander


                                        -------------------------------------
                                        Thomas W. Burton & Georgia L. Burton,
                                        as Joint Tenants


                                        BURTON REAL ESTATE ADVISORS, INC.

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


                                        -------------------------------------
                                        Clifford D. Williams


                                      S-6
<PAGE>

                                      GHYSELINCK & ASSOCIATES LLC

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


                                      MULLINS LIVING TRUST

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


                                      -------------------------------------
                                      George T. Holden


                                      -------------------------------------
                                      Joseph Alexander


                                      /s/ Thomas W. Burton /s/ Georgia L. Burton
                                      -------------------------------------
                                      Thomas W. Burton & Georgia L. Burton,
                                      as Joint Tenants


                                      BURTON REAL ESTATE ADVISORS, INC.

                                      By: /s/ Thomas W. Burton
                                         ----------------------------------
                                      Name: Thomas W. Burton
                                      Title: CEO


                                      -------------------------------------
                                      Clifford D. Williams


                                      S-6

<PAGE>

                                        GHYSELINCK & ASSOCIATES LLC

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


                                        MULLINS LIVING TRUST

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


                                        -------------------------------------
                                        George T. Holden


                                        -------------------------------------
                                        Joseph Alexander


                                        -------------------------------------
                                        Thomas W. Burton & Georgia L. Burton,
                                        as Joint Tenants


                                        BURTON REAL ESTATE ADVISORS, INC.

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


                                        /s/ Clifford D. Williams
                                        -------------------------------------
                                        Clifford D. Williams


                                      S-6

<PAGE>

                                        Myrna L. Williams, as custodian for
                                        Scott Frasier Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        /s/ Myrna L. Williams
                                        -------------------------------------
                                        Myrna L. Williams


                                        Myrna L. Williams, as custodian for
                                        Regan Rea-Anna Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        /s/ Myrna L. Williams
                                        -------------------------------------
                                        Myrna L. Williams


                                        /s/ Scott Frasier Williams
                                        -------------------------------------
                                        Scott Frasier Williams


                                        /s/ Regan Rea-Anna Williams
                                        -------------------------------------
                                        Regan Rea-Anna Williams


                                        -------------------------------------
                                        Paul D. Cady


                                        -------------------------------------
                                        Sheldon Allen


                                        -------------------------------------
                                        Michael D. Lopata


                                        -------------------------------------
                                        Satish C. Tiwari


                                       S-7
<PAGE>

                                        Myrna L. Williams, as custodian for
                                        Scott Frasier Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        Myrna L. Williams, as custodian for
                                        Regan Rea-Anna Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        -------------------------------------
                                        Scott Frasier Williams


                                        -------------------------------------
                                        Regan Rea-Anna Williams


                                        /s/ Paul D. Cady
                                        -------------------------------------
                                        Paul D. Cady


                                        -------------------------------------
                                        Sheldon Allen


                                        -------------------------------------
                                        Michael D. Lopata


                                        -------------------------------------
                                        Satish C. Tiwari


                                       S-7
<PAGE>

                                        Myrna L. Williams, as custodian for
                                        Scott Frasier Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        Myrna L. Williams, as custodian for
                                        Regan Rea-Anna Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        -------------------------------------
                                        Scott Frasier Williams


                                        -------------------------------------
                                        Regan Rea-Anna Williams


                                        -------------------------------------
                                        Paul D. Cady


                                        /s/ Sheldon Allen
                                        -------------------------------------
                                        Sheldon Allen


                                        -------------------------------------
                                        Michael D. Lopata


                                        -------------------------------------
                                        Satish C. Tiwari


                                       S-7
<PAGE>

                                        Myrna L. Williams, as custodian for
                                        Scott Frasier Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        Myrna L. Williams, as custodian for
                                        Regan Rea-Anna Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        -------------------------------------
                                        Scott Frasier Williams


                                        -------------------------------------
                                        Regan Rea-Anna Williams


                                        -------------------------------------
                                        Paul D. Cady


                                        -------------------------------------
                                        Sheldon Allen


                                        /s/ Michael D. Lopata
                                        -------------------------------------
                                        Michael D. Lopata


                                        -------------------------------------
                                        Satish C. Tiwari


                                       S-7
<PAGE>

                                        Myrna L. Williams, as custodian for
                                        Scott Frasier Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        Myrna L. Williams, as custodian for
                                        Regan Rea-Anna Williams under the
                                        Minnesota Uniform Transfers to Minors
                                        Act

                                        -------------------------------------
                                        Myrna L. Williams


                                        -------------------------------------
                                        Scott Frasier Williams


                                        -------------------------------------
                                        Regan Rea-Anna Williams


                                        -------------------------------------
                                        Paul D. Cady


                                        -------------------------------------
                                        Sheldon Allen


                                        -------------------------------------
                                        Michael D. Lopata


                                        /s/ Satish C. Tiwari
                                        -------------------------------------
                                        Satish C. Tiwari


                                       S-7
<PAGE>

                                        /s/ William E. Shanley, Jr.
                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        /s/ Daniel P. Cady /s/ Jane Maland Cady
                                        -------------------------------------
                                        Daniel P. Cady & Jane Maland Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        /s/ Steven M. Simon
                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        /s/ Robert Pickens
                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        /s/ Carol Braun-Wolfram
                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        /s/ William S. Whitney
                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        /s/ Scott Bussey
                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                       -------------------------------------
                                       William E. Shanley, Jr.


                                       -------------------------------------
                                       Daniel P. Cady & Jane Cady,
                                       as Joint Tenants


                                       -------------------------------------
                                       Steven M. Simon


                                       -------------------------------------
                                       Robert Pickens


                                       -------------------------------------
                                       Carol Braun-Wolfram


                                       -------------------------------------
                                       William S. Whitney


                                       -------------------------------------
                                       Scott Bussey


                                       /s/ Susan E. Rivera  /s/ Thomas J. Rivera
                                       -------------------------------------
                                       Susan E. Rivera & Thomas J. Rivera,
                                       as Joint Tenants


                                       -------------------------------------
                                       James Lawrence


                                      S-8
<PAGE>

                                        -------------------------------------
                                        William E. Shanley, Jr.


                                        -------------------------------------
                                        Daniel P. Cady & Jane Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Steven M. Simon


                                        -------------------------------------
                                        Robert Pickens


                                        -------------------------------------
                                        Carol Braun-Wolfram


                                        -------------------------------------
                                        William S. Whitney


                                        -------------------------------------
                                        Scott Bussey


                                        -------------------------------------
                                        Susan E. Rivera & Thomas J. Rivera,
                                        as Joint Tenants


                                        /s/ James Lawrence
                                        -------------------------------------
                                        James Lawrence


                                      S-8
<PAGE>

                                        /s/ Michael A. Donahue
                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        /s/ David Patterson
                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        /s/ Bob Pentico
                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        /s/ Arlin Goldberg       9/17/99
                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        /s/ David G. Cady    /s/ Kim S. Cady
                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        /s/ Laurie Goldman
                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        /s/ Stephen Cady   /s/ Robin Cady
                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        /s/ Diane M. Petroff
                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        /s/ John M. Monson
                                        -------------------------------------
                                        John M. Monson


                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        -------------------------------------
                                        Michael A. Donahue


                                        -------------------------------------
                                        David Patterson


                                        -------------------------------------
                                        Bob Pentico


                                        -------------------------------------
                                        Arlin Goldberg


                                        -------------------------------------
                                        David G. Cady & Kim S. Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Laurie Goldman


                                        -------------------------------------
                                        Stephen Cady & Robin Cady,
                                        as Joint Tenants


                                        -------------------------------------
                                        Diane M. Petroff


                                        -------------------------------------
                                        John M. Monson


                                        /s/ Gary R. Nelson
                                        -------------------------------------
                                        Gary R. Nelson


                                      S-9
<PAGE>

                                        /s/ Toni T. Albani
                                        -------------------------------------
                                        Toni T. Albani


                                        -------------------------------------
                                        Greg W. Griffiths


                                        -------------------------------------
                                        Richard W. Smith


                                      S-10
<PAGE>

                                        -------------------------------------
                                        Toni T. Albani


                                        /s/ Greg W. Griffiths
                                        -------------------------------------
                                        Greg W. Griffiths


                                        -------------------------------------
                                        Richard W. Smith


                                      S-10
<PAGE>

                                        -------------------------------------
                                        Toni T. Albani


                                        /s/ Greg W. Griffiths
                                        -------------------------------------
                                        Greg W. Griffiths


                                        /s/ Richard W. Smith       9/29/99
                                        -------------------------------------
                                        Richard W. Smith


                                      S-10
<PAGE>

BAIN INVESTORS (continued):             SANKATY HIGH YIELD ASSET PARTNERS, L.P.

                                        By: /s/ Jonathan S. Lavine
                                           ----------------------------------
                                        Name: Jonathan S. Lavine
                                        Title: Managing Director


                                      S-11
<PAGE>

THE MINORITY STOCKHOLDERS (continued):

                                        BANCBOSTON ROBERTSON STEPHENS INC.

                                        By: /s/ Dana Welch
                                           ----------------------------------
                                        Name: Dana Welch
                                        Title: Chief Administrative Officer


                                        BAYVIEW 99 I, L.P.

                                        By: Bayview 99 GP, LLC,
                                              its General Partner

                                        By: /s/ Dana Welch
                                           ----------------------------------
                                        Name: Dana Welch
                                        Title: Chief Administrative Officer


                                        BAYVIEW 99 II, L.P.

                                        By: Bayview 99 GP, LLC,
                                              its General Partner

                                        By: /s/ Dana Welch
                                           ----------------------------------
                                        Name: Dana Welch
                                        Title: Chief Administrative Officer


                                        -------------------------------------
                                        Clark Callander


                                        -------------------------------------
                                        Richard Innenberg


                                      S-12
<PAGE>

THE MINORITY STOCKHOLDERS (continued):

                                        BANCBOSTON ROBERTSON STEPHENS INC.

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


                                        BAYVIEW 99 I, L.P.

                                        By: Bayview 99 GP, LLC,
                                              its General Partner

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


                                        BAYVIEW 99 II, L.P.

                                        By: Bayview 99 GP, LLC,
                                              its General Partner

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


                                        /s/ Clark Callander
                                        -------------------------------------
                                        Clark Callander


                                        /s/ Richard Innenberg
                                        -------------------------------------
                                        Richard Innenberg


                                      S-12
<PAGE>

                                   SCHEDULE I

                              MINORITY STOCKHOLDERS

Stolberg Partners, L.P.,
as Nominee for Gary E. Snyder, 780 Partners, Larry Walker, Lawrence Freeborg,
Peter Van Genderen and Nottingham & Spirk Design, Inc.

Artesian Capital Limited Partnership II

Artesian Management, Inc.

RWJ Co.

Moses Family Limited Partnership

Marvin Moses

Peter Fyhrie

J M Hixon Partners LLC

Minnesota Management Partners I

SIT Investment Associates, Inc.

Joseph Rubin & Marguerite Rubin, as Joint Tenants

Joseph Rubin

John R. Dennis & Maryanne Dennis, as Joint Tenants

John R. Dennis

Winslow W. Bennett & Adele W. Bennett, as Joint Tenants

Kathleen Brown Zerwas & James Zerwas, as Joint Tenants

Bayview Capital Group, Inc.

Ronald W. Mullins & Sara G. Mullins, as Joint Tenants

Sara G. Mullins

Timothy I. Maudlin

Richard E. Struthers

Ghyselinck & Associates LLC

Mullins Living Trust

George T. Holden

Joseph Alexander

Thomas W. Burton & Georgia L. Burton, as Joint Tenants

Burton Real Estate Advisors, Inc.

Clifford D. Williams

{Schedule I to Amended and Restated
Stockholder Agreement to Advanced Telecommunications, Inc.}
I-13

<PAGE>

Myrna L. Williams, as custodian for Scott Frasier Williams under the Minnesota
Uniform Transfers to Minors Act

Myrna L. Williams, as custodian for Regan Rea-Anna Williams under the Minnesota
Uniform Transfers to Minors Act

Scott Frasier Williams

Regan Rea-Anna Williams

Paul D. Cady

Sheldon Allen

Michael D. Lopata

Satish C. Tiwari

William E. Shanley, Jr.

Daniel P. Cady & Jane Maland Cady, as Joint Tenants

Steven M. Simon

Robert Pickens

Carol Braun-Wolfram

William S. Whitney

Scott Bussey

Susan E. Rivera & Thomas J. Rivera, as Joint Tenants

James Lawrence

Michael A. Donahue

David Patterson

Bob Pentico

Arlin Goldberg

David G. Cady & Kim S. Cady, as Joint Tenants

Laurie Goldman

Stephen Cady & Robin Cady, as Joint Tenants

Diane M. Petroff

John M. Monson

Gary R. Nelson

Toni T. Albani

Greg W. Griffiths

Richard A. Smith

BancBoston Robertson Stephens Inc.

Bayview 99 I, L.P.

Bayview 99 II, L.P.

Clark Callander

Richard Innenberg


{Schedule I to Amended and Restated
Stockholder Agreement of Advanced Telecommunications, Inc.}
I-14

<PAGE>

<TABLE>
<CAPTION>

                                                                 Common       Series A     Series B1    Series B2     Series B3
                                                                 Shares      Preferred     Preferred    Preferred     Preferred

<S>                                                              <C>         <C>           <C>          <C>             <C>
OUTSIDE SHAREHOLDERS
Stolberg Partners, L.P.                                           54,660     4,800,000     1,130,059    1,476,523       480,261
Bain Investors                                                        --            --            --           --            --
Stolberg, Meehan & Scano II, L.P.                                112,740            --            --           --       720,391
General Electric Capital Corp (warrants)                              --            --            --           --            --
Artesian Capital L.P. II                                         245,640            --            --           --            --
RWJ Co.                                                           97,320            --            --           --            --
Moses Family Limited Partnership                                  88,260            --            --           --            --
Marvin Moses                                                      17,640            --            --           --            --
Peter Fyhrie                                                      70,440            --            --           --            --
J.M. Hixon Partners LLC                                           64,620            --            --           --            --
Minnesota Management Partners I                                   42,180            --            --           --            --
Stolberg Partners, L.P., as Nominee for 780
  Partners, a Wisconsin general partnership                            0        13,740        13,739        9,843            --
Sit Investment Associates, Inc.                                   33,720            --            --           --            --
Michael Karangelen                                                    --            --            --           --            --
Stolberg Partners, L.P., as Nominee for Larry Walker                  --            --        13,739        9,843            --
Stolberg Partners, L.P., as Nominee for Lawrence Freeborg             --        10,320        13,739           --            --
Joseph & Marguerite Rubin                                          9,600            --            --           --            --
John & Maryanne Dennis                                            17,220            --            --           --            --
Gary Snyder                                                           --        13,740            --           --            --
Nottingham & Spirk                                                    --        13,740            --           --            --
Adele W. Bennett & Winslow W. Bennett                             12,600            --            --           --            --
Imperial Bank (warants)                                               --            --            --           --            --
Stolberg Partners, L.P., as Nominee for Peter Van Genderen            --            --            --        9,843            --
Kathleen Brown Zerwas & James Zerwas                               5,760            --            --           --            --
Bayview Capital Group, Inc.                                        6,660            --            --           --            --
Ronald W. Mullins & Sara G. Mullins                                6,300            --            --           --            --
Tim Maudlin                                                        4,140            --            --           --            --
Richard E. Struthers                                               3,360            --            --           --            --
Ghyselinck & Associates LLC                                        3,300            --            --           --            --
Mullins Living Trust                                               2,460            --            --           --            --
Artesian Management, Inc.                                          1,800            --            --           --            --
George T. Holden                                                   1,740            --            --           --            --
Joseph Alexander                                                   1,620            --            --           --            --

<CAPTION>
                                                                                                  TOTAL                PERCENT
                                                                Series B4      Series C        SHARES (Pre-           OWNERSHIP
                                                                Preferred     Preferred          Options)            (Pre-Option)

<S>                                                               <C>         <C>               <C>                     <C>
OUTSIDE SHAREHOLDERS
Stolberg Partners, L.P.                                           227,946     2,000,000         10,169,449              48.11%
Bain Investors                                                         --     7,080,000          7,080,000              33.49%
Stolberg, Meehan & Scano II, L.P.                                  43,029            --            876,160               4.14%
General Electric Capital Corp (warrants)                               --            --                  0               0.00%
Artesian Capital L.P. II                                               --            --            245,640               1.16%
RWJ Co.                                                                --            --             97,320               0.46%
Moses Family Limited Partnership                                       --            --             88,260               0.42%
Marvin Moses                                                           --            --             17,640               0.08%
Peter Fyhrie                                                           --            --             70,440               0.33%
J.M. Hixon Partners LLC                                                --            --             64,620               0.31%
Minnesota Management Partners I                                        --            --             42,180               0.20%
Stolberg Partners, L.P., as Nominee for 780
  Partners, a Wisconsin general partnership                         1,660            --             38,982               0.18%
Sit Investment Associates, Inc.                                        --            --             33,720               0.16%
Michael Karangelen                                                     --            --                  0               0.00%
Stolberg Partners, L.P., as Nominee for Larry Walker                1,660            --             25,242               0.12%
Stolberg Partners, L.P., as Nominee for Lawrence Freeborg           1,056            --             25,115               0.12%
Joseph & Marguerite Rubin                                              --            --              9,600               0.05%
John & Maryanne Dennis                                                 --            --             17,220               0.08%
Gary Snyder                                                            --            --             13,740               0.06%
Nottingham & Spirk                                                     --            --             13,740               0.06%
Adele W. Bennett & Winslow W. Bennett                                  --            --             12,600               0.06%
Imperial Bank (warants)                                                --            --                  0               0.00%
Stolberg Partners, L.P., as Nominee for Peter Van Genderen            604            --             10,447               0.05%
Kathleen Brown Zerwas & James Zerwas                                   --            --              5,760               0.03%
Bayview Capital Group, Inc.                                            --            --              6,660               0.03%
Ronald W. Mullins & Sara G. Mullins                                    --            --              6,300               0.03%
Tim Maudlin                                                            --            --              4,140               0.02%
Richard E. Struthers                                                   --            --              3,360               0.02%
Ghyselinck & Associates LLC                                            --            --              3,300               0.02%
Mullins Living Trust                                                   --            --              2,460               0.01%
Artesian Management, Inc.                                              --            --              1,800               0.01%
George T. Holden                                                       --            --              1,740               0.01%
Joseph Alexander                                                       --            --              1,620               0.01%

<CAPTION>
                                                               ATI Options/      Vested                                 TOTAL
                                                                 Warrants        Options/      Common Stock         SHARES (Post-
                                                                  (Total)        Warrants      Equivalents*        Options/Warrants)

<S>                                                             <C>              <C>            <C>                  <C>
OUTSIDE SHAREHOLDERS
Stolberg Partners, L.P.                                              --               --        10,169,449           10,169,449
Bain Investors                                                       --               --         7,080,000            7,080,000
Stolberg, Meehan & Scano II, L.P.                                    --               --           876,160              876,160
General Electric Capital Corp (warrants)                        428,500          428,500           428,500              428,500
Artesian Capital L.P. II                                             --               --           245,640              245,640
RWJ Co.                                                              --               --            97,320               97,320
Moses Family Limited Partnership                                     --               --            88,260               88,260
Marvin Moses                                                     58,800           19,620            37,260               76,440
Peter Fyhrie                                                         --               --            70,440               70,440
J.M. Hixon Partners LLC                                              --               --            64,620               64,620
Minnesota Management Partners I                                      --               --            42,180               42,180
Stolberg Partners, L.P., as Nominee for 780
  Partners, a Wisconsin general partnership                          --               --            38,982               38,982
Sit Investment Associates, Inc.                                      --               --            33,720               33,720
Michael Karangelen                                               29,160           29,160            29,160               29,160
Stolberg Partners, L.P., as Nominee for Larry Walker                 --               --            25,242               25,242
Stolberg Partners, L.P., as Nominee for Lawrence Freeborg            --               --            25,115               25,115
Joseph & Marguerite Rubin                                        15,480           15,480            25,080               25,080
John & Maryanne Dennis                                               --               --            17,220               17,220
Gary Snyder                                                          --               --            13,740               13,740
Nottingham & Spirk                                                   --               --            13,740               13,740
Adele W. Bennett & Winslow W. Bennett                                --               --            12,600               12,600
Imperial Bank (warants)                                          12,000           12,000            12,000               12,000
Stolberg Partners, L.P., as Nominee for Peter Van Genderen           --               --            10,447               10,447
Kathleen Brown Zerwas & James Zerwas                              7,860            7,860            13,620               13,620
Bayview Capital Group, Inc.                                          --               --             6,660                6,660
Ronald W. Mullins & Sara G. Mullins                                  --               --             6,300                6,300
Tim Maudlin                                                          --               --             4,140                4,140
Richard E. Struthers                                                 --               --             3,360                3,360
Ghyselinck & Associates LLC                                          --               --             3,300                3,300
Mullins Living Trust                                                 --               --             2,460                2,460
Artesian Management, Inc.                                            --               --             1,800                1,800
George T. Holden                                                     --               --             1,740                1,740
Joseph Alexander                                                     --               --             1,620                1,620
</TABLE>

<PAGE>

<TABLE>
<S>                                                              <C>         <C>           <C>          <C>           <C>
Thomas & Georgia Burton                                              840            --            --           --            --
Burton Real Estate Advisors, Inc.                                    300            --            --           --            --
-------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                                                         904,920     4,851,540     1,171,276    1,506,052     1,200,652

INSIDE SHAREHOLDERS
Cliff D. Williams                                                     --       406,980        76,893           --            --
Paul D. Cady                                                          --       280,000            --           --            --
Sheldon Allen                                                    206,120            --            --           --            --
Richard A. Smith                                                      --            --            --           --        96,052
Michael Lopata                                                   231,000            --            --           --            --
Satish C. Tiwari                                                      --        55,440        13,739        9,843            --
Bill Shanley                                                     123,060            --            --           --            --
Daniel P. Cady & Jane Maland Cady                                     --        90,000        20,596           --            --
Steven M. Simon                                                   16,200        60,000        13,730       22,147            --
Robert E. Pickens                                                     --         3,480         2,746           --            --
David A. Kunde                                                        --            --            --           --            --
Carol L. Braun-Wolfram                                                --        30,000        10,984        7,440            --
William Whitney                                                   77,040            --            --           --            --
Greg W. Griffiths                                                     --            --        13,730           --            --
Scott Bussey                                                      56,340            --            --           --            --
Thomas J. & Susan E. Rivera                                           --        30,000         4,119           --            --
Jim Lawrence                                                          --         7,140            --           --            --
Michael A. Donahue                                                    --         6,900         8,238           --            --
David A. Patterson                                                    --        10,320         2,746           --            --
Bob Pentico                                                       40,140            --            --           --            --
Arlin B. Goldberg                                                     --         6,900         2,746           --            --
David G. & Kim S. Cady                                                --        30,000         4,119           --            --
Laurie A. Goldman                                                     --        13,740         1,098          984            --
Stephen and Robin Cady                                                --        30,000            --           --            --
Jim Gordon                                                            --            --            --           --            --
Diane M. Petroff                                                      --            --         2,746           --            --
Lynne Powers                                                          --            --            --           --            --
Maureen Fahey                                                         --            --            --           --            --
Janet Darkenwald                                                      --            --            --           --            --
John M. Monson                                                        --            --            --        2,460            --
Gary R. Nelson                                                        --            --            --        1,968            --
Gary Sheppard                                                         --            --            --           --            --
Todd Kolb                                                             --            --            --           --            --
Dianna Dole                                                           --            --            --           --            --
Liz Ktytor                                                            --            --            --           --            --

<CAPTION>
<S>                                                         <C>         <C>            <C>                  <C>            <C>
Thomas & Georgia Burton                                          --            --             840            0.00%              --
Burton Real Estate Advisors, Inc.                                --            --             300            0.00%              --
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                                                    275,955     9,080,000      18,990,395           89.83%         551,800

INSIDE SHAREHOLDERS
Cliff D. Williams                                             5,920            --         489,793            2.32%         348,240
Paul D. Cady                                                     --            --         280,000            1.32%              --
Sheldon Allen                                                    --            --         206,120            0.98%          49,440
Richard A. Smith                                              1,824            --          97,876            0.46%         220,020
Michael Lopata                                                   --            --         231,000            1.09%          18,000
Satish C. Tiwari                                              1,660            --          80,682            0.38%          90,000
Bill Shanley                                                     --            --         123,060            0.58%          27,000
Daniel P. Cady & Jane Maland Cady                             1,587            --         112,183            0.53%          27,300
Steven M. Simon                                               2,371            --         114,448            0.54%           9,000
Robert E. Pickens                                               211            --           6,437            0.03%          85,200
David A. Kunde                                                   --            --               0            0.00%          90,000
Carol L. Braun-Wolfram                                        1,290            --          49,714            0.24%          37,200
William Whitney                                                  --            --          77,040            0.36%           9,000
Greg W. Griffiths                                             1,054            --          14,784            0.07%          51,060
Scott Bussey                                                     --            --          56,340            0.27%           9,000
Thomas J. & Susan E. Rivera                                     317            --          34,436            0.16%          27,300
Jim Lawrence                                                     --            --           7,140            0.03%          52,800
Michael A. Donahue                                              635            --          15,773            0.07%          37,200
David A. Patterson                                              211            --          13,277            0.06%          37,200
Bob Pentico                                                      --            --          40,140            0.19%           9,000
Arlin B. Goldberg                                               211            --           9,857            0.05%          37,200
David G. & Kim S. Cady                                          317            --          34,436            0.16%           9,000
Laurie A. Goldman                                               143            --          15,965            0.08%          19,200
Stephen and Robin Cady                                           --            --          30,000            0.14%              --
Jim Gordon                                                       --            --               0            0.00%          24,000
Diane M. Petroff                                                211            --           2,957            0.01%          19,200
Lynne Powers                                                     --            --               0            0.00%          19,200
Maureen Fahey                                                    --            --               0            0.00%          19,200
Janet Darkenwald                                                 --            --               0            0.00%          15,000
John M. Monson                                                  145            --           2,605            0.01%           9,000
Gary R. Nelson                                                  116            --           2,084            0.01%           9,000
Gary Sheppard                                                    --            --               0            0.00%           9,000
Todd Kolb                                                        --            --               0            0.00%           9,000
Dianna Dole                                                      --            --               0            0.00%           9,000
Liz Ktytor                                                       --            --               0            0.00%           9,000

<CAPTION>
<S>                                                       <C>                <C>                  <C>
Thomas & Georgia Burton                                        --                   840                  840
Burton Real Estate Advisors, Inc.                              --                   300                  300
------------------------------------------------------------------------------------------------------------
SUBTOTAL                                                  512,620            19,503,015           19,542,195

INSIDE SHAREHOLDERS
Cliff D. Williams                                         208,980               698,773              838,033
Paul D. Cady                                                   --               280,000              280,000
Sheldon Allen                                              29,700               235,820              255,560
Richard A. Smith                                           46,740               144,616              317,896
Michael Lopata                                              7,200               238,200              249,000
Satish C. Tiwari                                               --                80,682              170,682
Bill Shanley                                               10,800               133,860              150,060
Daniel P. Cady & Jane Maland Cady                          16,380               128,563              139,483
Steven M. Simon                                             5,400               119,848              123,448
Robert E. Pickens                                          33,720                40,157               91,637
David A. Kunde                                                 --                     0               90,000
Carol L. Braun-Wolfram                                     19,620                69,334               86,914
William Whitney                                             3,600                80,640               86,040
Greg W. Griffiths                                          30,600                45,384               65,844
Scott Bussey                                                5,400                61,740               65,340
Thomas J. & Susan E. Rivera                                16,380                50,816               61,736
Jim Lawrence                                               21,120                28,260               59,940
Michael A. Donahue                                         19,620                35,393               52,973
David A. Patterson                                         19,620                32,897               50,477
Bob Pentico                                                 5,400                45,540               49,140
Arlin B. Goldberg                                          19,620                29,477               47,057
David G. & Kim S. Cady                                      5,400                39,836               43,436
Laurie A. Goldman                                          11,520                27,485               35,165
Stephen and Robin Cady                                         --                30,000               30,000
Jim Gordon                                                  4,800                 4,800               24,000
Diane M. Petroff                                            7,680                10,637               22,157
Lynne Powers                                                3,840                 3,840               19,200
Maureen Fahey                                               7,680                 7,680               19,200
Janet Darkenwald                                            3,000                 3,000               15,000
John M. Monson                                              2,700                 5,305               11,605
Gary R. Nelson                                              3,600                 5,684               11,084
Gary Sheppard                                               5,400                 5,400                9,000
Todd Kolb                                                   5,400                 5,400                9,000
Dianna Dole                                                 1,800                 1,800                9,000
Liz Ktytor                                                  1,800                 1,800                9,000
</TABLE>


<PAGE>

<TABLE>
<S>                         <C>           <C>           <C>          <C>           <C>             <C>         <C>
Julie Dzubay                       --            --            --           --            --            --            --
Michele Speranza                   --            --            --           --            --            --            --
Tammy Anderson (Gottas)            --            --            --           --            --            --            --
Angela McGregor                    --            --            --           --            --            --            --
Bob Thompson                       --            --            --           --            --            --            --
Judith Proell                      --            --            --           --            --            --            --
Elaine Britt                       --            --            --           --            --            --            --
Mark Hechtl                        --            --            --           --            --            --            --
Chris Ammon                        --            --            --           --            --            --            --
Pete Desrocher                     --            --            --           --            --            --            --
Alan Keck                          --            --            --           --            --            --            --
Sally L. Hay                       --            --            --           --            --            --            --
Tom Hoffman                        --            --            --           --            --            --            --
Jeff Cammerrer                     --            --            --           --            --            --            --
Chris Frederiksen                  --            --            --           --            --            --            --
Toni T. Albani                     --            --            --        1,260            --            76            --
D.J. Ingwaldson                    --            --            --           --            --            --            --
Tracy Householder                  --            --            --           --            --            --            --
Corky Raines                       --            --            --           --            --            --            --
Brian Johnson                      --            --            --           --            --            --            --
Greg Luvelle                       --            --            --           --            --            --            --
Darlene Langdon                    --            --            --           --            --            --            --
Mary Braun                         --            --            --           --            --            --            --
Ron Davis                          --            --            --           --            --            --            --
Karen Nystrom                      --            --            --           --            --            --            --
William Flores                     --            --            --           --            --            --            --
------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                      749,900     1,060,900       178,230       46,102        96,052        18,299            --
========================================================================================================================
GRAND TOTAL                 1,654,820     5,912,440     1,349,506    1,552,154     1,296,704       294,254     9,080,000

<CAPTION>
<S>                          <C>                    <C>           <C>              <C>           <C>                  <C>
Julie Dzubay                          0               0.00%           9,000            1,800          1,800                9,000
Michele Speranza                      0               0.00%           9,000            1,800          1,800                9,000
Tammy Anderson (Gottas)               0               0.00%           9,000            3,600          3,600                9,000
Angela McGregor                       0               0.00%           9,000            1,800          1,800                9,000
Bob Thompson                          0               0.00%           9,000            1,800          1,800                9,000
Judith Proell                         0               0.00%           9,000            1,800          1,800                9,000
Elaine Britt                          0               0.00%           9,000            3,000          3,000                9,000
Mark Hechtl                           0               0.00%           9,000            3,000          3,000                9,000
Chris Ammon                           0               0.00%           9,000            3,000          3,000                9,000
Pete Desrocher                        0               0.00%           9,000            3,600          3,600                9,000
Anlan Keck                            0               0.00%           9,000            1,800          1,800                9,000
Sally L. Hay                          0               0.00%           9,000            1,800          1,800                9,000
Tom Hoffman                           0               0.00%           9,000            3,600          3,600                9,000
Jeff Cammerver                        0               0.00%           9,000            3,600          3,600                9,000
Chris Frederiksen                     0               0.00%           9,000            1,800          1,800                9,000
Toni T. Albani                    1,336               0.01%           5,400            5,400          6,736                6,736
D.J. Ingwaldson                       0               0.00%           4,500            2,700          2,700                4,500
Tracy Householder                     0               0.00%           4,500            2,700          2,700                4,500
Corky Raines                          0               0.00%           4,500              900            900                4,500
Brian Johnson                         0               0.00%           4,500              900            900                4,500
Greg Luvelle                          0               0.00%           4,500              900            900                4,500
Darlene Langdon                       0               0.00%           4,500              900            900                4,500
Mary Braun                            0               0.00%           4,500              900            900                4,500
Ron Davis                             0               0.00%           4,500              900            900                4,500
Karen Nystrom                         0               0.00%           3,000              600            600                3,000
William Flores                        0               0.00%           1,200              240            240                1,200
--------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                      2,149,483              10.17%       1,630,560          639,360      2,788,843            3,780,043
================================================================================================================================
GRAND TOTAL                  21,139,878             100.00%       2,182,360        1,151,980     22,291,858           23,322,238
</TABLE>