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                                                                    EXHIBIT 10.5



                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                        STRATFORD CAPITAL PARTNERS, L.P.,
                        STRATFORD EQUITY PARTNERS, L.P.,
                             RJB MANAGEMENT COMPANY,
                           DFW CAPITAL PARTNERS, L.P.,
                                  LISA ROUMELL,
                                 MARK ROSENTHAL,
                                 DONALD DEMUTH,
                                  MARK MALICK,
                                 ANDREW ROSCOE,
                         HOFE FAMILY LIMITED PARTNERSHIP
                              CLEAR INVESTORS, LLC,
                            STEPHEN F. JOHNSTON, SR.

                                       AND

                              CLEAR HOLDINGS, INC.



                                NOVEMBER 1, 1999



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                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                <C>
ARTICLE I           TERMS DEFINED...................................................................................1
         SECTION 1.1.            Definitions........................................................................1
         SECTION 1.2.            Forms..............................................................................2
         SECTION 1.3.            Gender and Number..................................................................3
         SECTION 1.4.            References to Agreement............................................................3

ARTICLE II          REGISTRATION RIGHTS.............................................................................3
         SECTION 2.1.            Demand Registration................................................................3
         SECTION 2.2.            Piggyback Registration.............................................................6
         SECTION 2.3.            Registration Procedures............................................................7
         SECTION 2.4.            Underwritten Offerings.............................................................9
         SECTION 2.5.            Preparation; Reasonable Investigation.............................................10
         SECTION 2.6.            Other Registration Rights.........................................................10

ARTICLE III         INDEMNIFICATION................................................................................11
         SECTION 3.1.            Indemnification...................................................................11
         SECTION 3.2.            Indemnification by the Sellers....................................................11
         SECTION 3.3.            Notices of Claims, etc............................................................12
         SECTION 3.4.            Other Indemnification.............................................................12
         SECTION 3.5.            Indemnification Payments..........................................................13
         SECTION 3.6.            Contribution......................................................................13

ARTICLE IV          REPORTING REQUIREMENTS.........................................................................13
         SECTION 4.1.            Reporting Requirements Under Securities Exchange Act of 1934......................13
         SECTION 4.2.            Delivery of Company Information...................................................14
         SECTION 4.3.            Stockholder Information...........................................................14

ARTICLE V           MISCELLANEOUS..................................................................................14
         SECTION 5.1.            Notices...........................................................................14
         SECTION 5.2.            Modification of Agreement.........................................................15
         SECTION 5.3.            Successors and Assigns............................................................15
         SECTION 5.4.            TEXAS LAW.........................................................................15
         SECTION 5.5.            Counterparts; Effectiveness.......................................................15
         SECTION 5.6.            FINAL AGREEMENT...................................................................15
         SECTION 5.7.            WAIVER OF JURY TRIAL..............................................................15
         SECTION 5.8.            CONSENT TO JURISDICTION/VENUE.....................................................15

</TABLE>


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                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT is entered into this 1st day of
November, 1999, by and among Stratford Capital Partners, L.P., a Texas limited
partnership and a federal licensee under the Small Business Investment Act of
1958 ("Stratford Capital"), Stratford Equity Partners, L.P., a Texas limited
partnership and a federal licensee under the Small Business Investment Act of
1958 ("Stratford Equity" and together with Stratford Capital, "Stratford"), RJB
Management Company ("RJB"), DFW Capital Partners, L.P. ("DFW"), Lisa Roumell
("Roumell"), Mark Rosenthal ("Rosenthal"), Donald DeMuth ("DuMuth"), Mark Malick
("Malick"), Andrew Roscoe ("Roscoe"), Hofe Family Limited Partnership ("Hofe"),
Stephen F. Johnston, Sr. ("Johnston"), Clear Investors, LLC ("Clear Investors"
and collectively with RJB, DFW, Roumell, Rosenthal, DeMuth, Malick, Roscoe, Hofe
and Johnston, the "Preferred Investors") and Clear Holdings, Inc., a Georgia
corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, Stratford and the Company are parties to that certain
Securities Purchase Agreement (the "Securities Purchase Agreement"), of even
date herewith, pursuant to which the Company will issue and sell to Stratford
shares of redeemable preferred stock and warrants to purchase shares of the
Company's common stock, $0.0001; and

         WHEREAS, the Preferred Investors and the Company are parties to that
certain Registration Rights Agreement dated as of November 19, 1997 pursuant to
which the Company agreed to register all shares of Common Stock owned by the
Preferred Investors (as amended and supplemented "Prior Registration
Agreement"); and

         WHEREAS, it is a condition precedent to the obligations of Stratford
under the Securities Purchase Agreement that the Company agrees to register all
shares of Common Stock owned by Stratford and the Company and the Preferred
Investors restate the Prior Registration Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                  TERMS DEFINED

         SECTION 1.1.      Definitions. All terms used herein which are defined
in the preamble or recitals hereto shall have the meanings given to such terms
therein, and each of the following terms, as used herein, shall have the
following meanings:

         "Authorized Officer" means, as to any Person, its Chairman, its Chief
Executive Officer, its President, its Chief Operating Officer, its Financial
Officer, any Vice President or its Secretary.


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<PAGE>   4


         "Business Day" means any day except a Saturday, Sunday or other day on
which national banks in Dallas, Texas are authorized by law to close.

         "Commission" means the Securities and Exchange Commission or any entity
succeeding to any or all of its functions under the Securities Act or the
Exchange Act.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute.

         "Governmental Authority" means any government, any state or other
political subdivision thereof, or any Person exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

         "Holder" with respect to any security of a Person, shall mean the
record or beneficial owner of such security.

         "Institutional Holder" means, collectively, Stratford, DFW, Clear
Investors and American Capital Strategies, Ltd.

         "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity, organization or division, including a
government or political subdivision or an agency or instrumentality thereof and
shall also mean the Company.

         "Preferred Investors Registrable Securities" means all Common Stock now
or at any time hereafter owned by the Preferred Investors.

         "Registrable Securities" means all Common Stock now or at any time
hereafter owned by Stratford.

         "Section" refers to a "section" or "subsection" of this Agreement
unless specifically indicated otherwise.

         "Short Form Registration" means any registration effected on a
Registration Statement on Form S-3 (or any successor similar form).

         "Stratford Registrable Securities" means all Common Stock now or at any
time hereafter owned by Stratford.

         "Taxes" means all taxes, assessments, filing or other fees, levies,
imposts, duties, deductions, withholdings, stamp taxes, interest equalization
taxes, capital transaction taxes, foreign exchange taxes or other charges of any
nature whatsoever, from time to time or at any time imposed by law or any
federal, state or local governmental agency. "Tax" means any one of the
foregoing.

         SECTION 1.2.      Forms. All references in this Agreement to particular
forms of registration statements are intended to include, and shall be deemed to
include, references to all successor forms which are intended to replace, or to
apply to similar transactions as, the forms herein referenced.


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<PAGE>   5




         SECTION 1.3.      Gender and Number. Words of any gender used in this
Agreement shall be held and construed to include any other gender and words in
the singular number shall be held to include the plural, and vice versa, unless
the context requires otherwise.

         SECTION 1.4.      References to Agreement. Use of the words "herein",
"hereof", "hereinabove", and the like are and shall be construed as references
to this Agreement.

                                   ARTICLE II

                               REGISTRATION RIGHTS

         SECTION 2.1.      Demand Registration. (a) Subject to the limitations
provided herein, at any time after an initial public offering of the Common
Stock, upon the written request (specifying that it is being made pursuant to
this Section 2.1) of either (i) one or more Holders of Stratford Registrable
Securities representing 50% or more of the Stratford Registrable Securities at
the time outstanding, or (ii) one or more Holders of Preferred Investors
Registrable Securities representing 50% or more of the Preferred Investors
Registrable Securities at the time outstanding, requesting that the Company
effect the registration under the Securities Act of all or part of such Holders'
Registrable Securities and the other Registrable Securities of the same class of
Registrable Securities (i.e., Stratford Registrable Securities or Preferred
Investors Registrable Securities) (collectively, the "Requested Registrable
Securities"), and specifying (x) the intended method of disposition thereof, (y)
whether or not such requested registration is to be an underwritten offering,
and (z) the price range (net of underwriting discount and commissions)
acceptable to such Holder or Holders to be received for such Requested
Registrable Securities, the Company will within ten (10) business days after the
Company receives such written request give written notice of such requested
registration to all other Holders of Registrable Securities and thereupon the
Company will use reasonable efforts to effect an effective registration under
the Securities Act of:

                           (i) the Registrable Securities which the Company has
been so requested to register by such Holders; and

                           (ii)all other Registrable Securities which the
Company has been requested to register by the other Holders thereof by written
request given to the Company within 30 days after the giving of such written
notice by the Company (which request shall specify the same information called
for by the original request to effect registration described above), all to the
extent requisite to permit the disposition (in accordance with Section 2.1(b)
hereof) of the Registrable Securities so to be registered. Notwithstanding the
foregoing, DFW shall have the ability to exercise its registration rights
pursuant to this Section 2.1 at any time whether or not the Company has
consummated an initial public offering of its Common Stock.

If the Company is required to effect a registration pursuant to this Section 2.1
and the Company furnishes to the Holders of Registrable Securities requesting
such registration a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company it
would be seriously detrimental to the Company and its stockholders for such
registration statement to be filed on or before the date such filing would
otherwise be required hereunder and it is therefore necessary to defer the
filing of such registration statement, the Company shall have the right to defer
such filing for a period of not more than ninety (90) days after receipt of the
request for such registration from the Holder or Holders of


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<PAGE>   6




Requested Registrable Securities requesting such registration; provided that
during such time the Company may not file a registration statement for
securities to be issued and sold for its own account or that of anyone other
than the Holder or Holders of Requested Registrable Securities.

                  (b)      The Holders of a majority of the Requested
Registrable Securities to be included in such registration statement shall
determine the method of distribution of the Registrable Securities so included;
provided, however, that if no agreement of Holders of a majority of the
Requested Registrable Securities to be included in such registration statement
is obtained, then if Holders of thirty percent (30%) of the Requested
Registrable Securities to be included in such registration statement request an
underwritten public offering, an underwritten public offering shall be the
method of distribution with other methods permitted to the extent the managing
underwriter for such offering, in its sole discretion, agrees to other methods
of distribution being covered by such registration statement.

                  (c)      Whenever the Company shall effect a registration
pursuant to this Section 2.1 in connection with an underwritten offering, no
securities other than Requested Registrable Securities shall be included among
the securities covered by such registration unless the managing underwriter of
such offering shall have advised each Holder of Requested Registrable Securities
to be covered by such registration in writing that the inclusion of such other
securities would not adversely affect such offering.

                  (d)      Registrations under this Section 2.1 shall be on
such appropriate registration form of the Commission (i) as shall be selected by
the Company and as shall be reasonably acceptable to the Holders of a majority
of the Requested Registrable Securities to be registered, and (ii) as shall
permit the disposition of such Registrable Securities in accordance with the
method or methods of disposition selected pursuant to Section 2.1(b).

                  (e)      Except as otherwise provided in this Section 2.1 or
in Section 2.2, all expenses incurred in connection with each registration
requested pursuant to Section 2.1 and each registration requested pursuant to
Section 2.2 (excluding in each case underwriter's discounts and commissions
applicable to Registrable Securities), including, without limitation, in each
case, all registration, filing and National Association of Securities Dealer,
Inc. fees; all fees and expenses of complying with securities or blue sky laws;
all word processing, duplicating and printing expenses, messenger, delivery and
shipping expenses; fees and disbursements of the accountants and counsel for the
Company including the expenses of any special audits or "cold comfort" letters
or opinions required by or incident to such registrations; and the reasonable
fees and disbursements of one firm of counsel retained by Holders of such
Requested Registrable Securities, premiums and other costs of policies of
insurance against liabilities arising out of the public offering of the
Registrable Securities, any fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, but excluding underwriting discounts
and commissions, if any, shall be borne by the Company. In all cases, each
Holder of Registrable Securities shall pay the underwriter's discounts and
commissions applicable to the securities sold by such Holder.

                  (f)      A registration requested pursuant to this Section 2.1
shall not be deemed to have been effected (i) unless a registration statement
with respect thereto has become effective (unless a substantial cause of the
failure of such registration statement to become effective shall be attributable
to one or more Holders of Requested Registrable Securities whose Requested
Registrable Securities were to have been included in such registration
statement) and all Requested Registrable Securities originally requested


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to be registered (prior to any underwriter cutbacks) have been included in such
registration statement, (ii) if after it has become effective, such registration
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court for any reason,
resulting in a failure to consummate the offering of Requested Registrable
Securities offered thereby, (iii) if after a registration statement with respect
thereto has become effective, the offering of Requested Registrable Securities
offered thereby is not consummated due to factors beyond the control of the
Holders of such Requested Registrable Securities, including without limitation
in the context of a proposed firm commitment underwriting, the fact that the
underwriters have advised the Holders of such Requested Registrable Securities
that such Requested Registrable Securities cannot be sold at a net price equal
to or above the net price anticipated at the time of filing of the preliminary
prospectus or (iv) if the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with such
registration are not satisfied (unless a substantial cause of such conditions to
closing not being satisfied shall be attributable to one or more Holders of
Requested Registrable Securities whose Requested Registrable Securities were
included in such registration statement).

                  (g)      If a requested registration pursuant to this Section
2.1 involves an underwritten offering, the underwriter or underwriters thereof
shall be selected by the Company with the approval of the Holders of a majority
of the Requested Registrable Securities to be so registered.

                  (h)      If a requested registration pursuant to this Section
2.1 involves an underwritten offering, and the managing underwriter shall advise
the Company in writing (with a copy to each Person requesting registration)
that, in its opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering within a
price range acceptable to the Holders of a majority or more of the Requested
Registrable Securities requested to be included in such registration, then the
Registrable Securities requested to be registered pursuant to this Section 2.1
shall be reduced to the number of Registrable Securities which the Company is so
advised can be sold in (or during the time of) such offering by (i) first
decreasing the other securities and Registrable Securities (other than Requested
Registrable Securities) requested to be registered (pro rata among such Persons
requesting such registration on the basis of the percentage of other securities
held by such Persons immediately prior to the filing of the registration
statement with respect to such registration), then (ii) by decreasing the
securities the Company intends to issue and sell for its own account pursuant to
the registration statement, and finally (iii) by decreasing the Requested
Registrable Securities to be registered (pro rata among such Holders of
Requested Registrable Securities on the basis of the percentage of Requested
Registrable Securities held by such Persons immediately prior to the filing of
the registration statement with respect to such registration). In connection
with any registration as to which the provisions of this clause (h) apply, no
securities other than Requested Registrable Securities shall be covered by such
registration, unless all Requested Registrable Securities requested to be
included in such registration have actually been included.

                  (i)      Notwithstanding the other provisions of this Section
2.1, the Company shall not be required by this Section 2.1 to effect more than
one effective registration (other than Short Form Registrations) at the
Company's expense requested by each of the Holders of the Stratford Registrable
Securities and Preferred Investors Registrable Securities. The Company shall
also be required by this Section 2.1, at the Company's expense, to effect an
unlimited number of Short Form Registrations; provided, that, the Registrable
Securities to be registered thereon (A)(i) are expected to have an aggregate
disposition price (before deductions for underwriting discounts and commissions)
of at least $1,000,000 or (ii) constitute


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at least one percent (1%) of the outstanding Common Stock and (B) the Company
shall not have to effect more than two Short Form Registrations during any one
fiscal year.

         SECTION 2.2.      Piggyback Registration. (a) If the Company at any
time proposes to register any of its securities under the Securities Act (other
than by a registration on Form S-8, S-4 or any successor similar forms or any
other form not available for registering the Registrable Securities) for sale to
the public and other than pursuant to Section 2.1, whether or not for sale for
its own account, it will each such time, at least 30 days prior to filing the
registration statement, give written notice to all Holders of Registrable
Securities of its intention to do so. Upon the written request of any such
Holder made within 15 days after the receipt of any such notice (which request
shall specify the Registrable Securities intended to be disposed of by such
Holder and the intended method of disposition thereof), the Company will use
reasonable efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Holders of such Registrable Securities, to the extent requisite to permit
the disposition (determined pursuant to the provisions of Section 2.1(b)) of the
Registrable Securities so to be registered, provided that if, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company may, at its election, give
written notice of such determination to each Holder of Registrable Securities
and, thereupon, (i) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay expenses in
accordance with Section 2.1(e)), without prejudice, however, subject to the
rights of any Holder or Holders of Registrable Securities entitled to do so, to
request that such registration be effected as a registration under Section 2.1,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities being registered pursuant to
this Section 2.2, for the same period as the delay in registering such other
securities. No registration effected under this Section 2.2 shall relieve the
Company of its obligation to effect any registration upon request under Section
2.1.

                  (b)      If (i) a registration pursuant to this Section 2.2
involves an underwritten offering of the securities so being registered, whether
or not for sale for the account of the Company, to be distributed (on a firm
commitment basis) by or through one or more underwriters of recognized standing,
whether or not the Registrable Securities so requested to be registered for sale
for the account of Holders of Registrable Securities are also to be included in
such underwritten offering, and (ii) the managing underwriter of such
underwritten offering shall inform the Company and the Holders of the
Registrable Securities requesting such registration by letter of its belief that
the number of securities requested to be included in such registration exceeds
the number which can be sold in (or during the time of) such offering, then the
Company and/or the Person who has requested the registration (the "Demanding
Holder") may include in such offering all securities proposed by the Company or
such Person to be sold for its own account and may first decrease (A) the
Registrable Securities and other securities of the Company requested to be
included in such registration by all Persons other than Institutional Holders
and the Demanding Holder (pro rata on the basis of the number of shares of such
securities held by such Person immediately prior to the filing of the
registration statement with respect to such registration) and then decrease (B)
the Registrable Securities and other securities of the Company requested to be
included in such registration by the Institutional Holders to the extent
necessary to reduce the number of securities to be included in the registration
to the level recommended by the managing underwriter.


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         SECTION 2.3.      Registration Procedures. If and whenever the Company
is required to use reasonable efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Sections 2.1 and
2.2, the Company will, subject to the limitations provided herein, as
expeditiously as possible:

                  (a)      prepare and (as soon as possible thereafter or in
any event no later than 60 days after the end of the period within which
requests for registration may be given to the Company or such longer period as
the Company shall in good faith require to produce the financial statements
required in connection with such registration) file with the Commission the
requisite registration statement to effect such registration and thereafter use
reasonable efforts to cause such registration statement to become effective,
provided that the Company may discontinue any registration of its securities
which are not Registrable Securities (and, under the circumstances specified in
Section 2.1(f)(iii) its securities which are Registrable Securities) at any time
prior to the effective date of the registration statement relating thereto;

                  (b)      prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
until such time as all of such securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof set
forth in such registration statement; provided, however, that the Company shall
not in any event be required to keep the registration statement effective for a
period of more than six months after such registration statement becomes
effective;

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

                  (d)      use its reasonable best efforts to register or
qualify all Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as each seller thereof shall reasonably request, to keep such
registration or qualification in effect for so long as such registration
statement remains in effect (provided, however, that the Company shall not in
any event be required to keep such registration or qualification in effect for a
period of more than nine months after such registration or qualification becomes
effective), and take any other action which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such seller, except that the Company
shall not for any such purpose be required to qualify generally to do business
as a foreign corporation in any jurisdiction wherein it would not but for the
requirements of this subsection (d) be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;

                  (e)      use its reasonable best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other United States Federal or state


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governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;

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

                           (i) an opinion of counsel for the Company, dated the
effective date of such registration statement (and, if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement), and

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

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

                  (g)      notify each seller of Registrable Securities covered
by such registration statement, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, upon discovery that, or
upon 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 any material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, and at the request of any such
seller, prepare and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made;

                  (h)      otherwise use reasonable efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security Holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months beginning with the first full
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act, and will furnish to each such seller, upon request of such
seller, at least five days prior to the filing thereof a copy of any amendment
or supplement to such registration statement or prospectus and shall not file
any thereof to which any such seller shall have delivered to the Company an
opinion of counsel that such amendment or supplement does not comply in all
material respects with the requirements of the Securities Act or of the rules or
regulations thereunder;


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<PAGE>   11




                  (i)      provide and cause to be maintained a transfer agent
for all Registrable Securities covered by such registration statement from and
after a date not later than the effective date of such registration statement;

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

                  (k)      except with respect to registrations made pursuant
to Section 2.1(i), refrain from making any sale or distribution of any equity
securities of the Company, except pursuant to any employee stock option plan and
any preexisting agreement for the sale of such securities, for at least one
hundred (180) days after the closing of the public offering pursuant to such
registration.

         It shall be a condition precedent to the obligations of the Company to
take any action with respect to registering a Holder's Registrable Securities
pursuant to this Section 2.3 that such seller of Registrable Securities as to
which any registration is being effected furnish the Company in writing such
information regarding such seller, the Registrable Securities and other
securities of the Company held by such seller, and the distribution of such
securities as the Company may from time to time reasonably request in writing.
If a Holder refuses to provide the Company with any of such information on the
grounds that it is not necessary to include such information in the registration
statement, the Company may exclude such Holder's Registrable Securities from the
registration statement if the Company provides such Holder with an opinion of
counsel to the effect that such information must be included in the registration
statement and such Holder thereafter continues to withhold such information. The
deletion of such Holder's Registrable Securities from a registration statement
shall not affect the registration of the other Registrable Securities to be
included in such registration statement.

         Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2.3(g), such Holder will
forthwith discontinue such Holder's disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.3(g) and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the prospectus
relating to such Registrable Securities current at the time of receipt of such
notice.

         SECTION 2.4.      Underwritten Offerings. (a) If requested by the
underwriters for any underwritten offering of Registrable Securities pursuant to
a registration requested under Section 2.1 except the second sentence of Section
2.1(i), the Company will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably satisfactory in
substance and form to each Holder of Registrable Securities being registered and
the underwriters and to contain such representations and warranties by the
Company and such other terms as are generally prevailing in agreements of this
type, including, without limitation, indemnities to the effect and to the extent
provided in Section 3.1. Each such Holder of Registrable Securities will
cooperate with the Company in the negotiation of the underwriting agreement and
will give consideration to the reasonable requests of the Company regarding the
form thereof, provided, that nothing herein contained shall diminish the
foregoing obligations of the Company. The


                                        9

<PAGE>   12




Holders of Registrable Securities to be distributed by such underwriters shall
be parties to such underwriting agreement and may, at their option, require that
any or all of the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters shall also
be made to and for the benefit of such Holders and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Holders. Any such Holder shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder, such Holder's
Registrable Securities and other securities of the Company, such Holder's
intended method of distribution, and any representations, warranties or
agreements required by law.

                  (b)      If the Company at any time proposes to register any
of its securities under the Securities Act as contemplated by Section 2.2 and
such securities are to be distributed by or through one or more underwriters,
the Company will, if requested by any Holder of Registrable Securities as
provided in Section 2.2 and subject to the provisions of Section 2.2(b), arrange
for such underwriters to include all the Registrable Securities to be offered
and sold by such Holder owning the securities to be distributed by such
underwriters. In such event, the Holders of Registrable Securities to be
distributed by such underwriters shall be parties to the underwriting agreement
between the Company and such underwriters and may, at their option, require that
any or all of the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters shall also
be made to and for the benefit of such Holders and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Holders. Any such Holder shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder, such Holder's
Registrable Securities or other securities of the Company, such Holder's
intended method of distribution and any representations, warranties or
agreements required by law.

         SECTION 2.5.      Preparation; Reasonable Investigation. In connection
with the preparation and filing of each registration statement under the
Securities Act pursuant to this Agreement, the Company will give the Holders of
Registrable Securities registered under such registration statement, their
underwriters, if any, and one counsel or firm of counsel and one accountant or
firm of accountants representing all the Holders of Registrable Securities to be
registered under such registration statement, the opportunity to participate in
the preparation of such registration statement, each prospectus included therein
or filed with the Commission, and each amendment thereof or supplement thereto,
and will give each of them such access to its books and records and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements as
shall be necessary, in the opinion of such Holders' and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.

         SECTION 2.6.      Other Registration Rights. Other than the
registration rights previously granted by the Company or which will be granted
simultaneously herewith, the Company will not grant to any other Persons the
right to request the Company to register any equity securities of the Company,
or any securities convertible or exchangeable into or exercisable for such
securities, without the prior written consent of the Holders of a majority of
the Stratford Registrable Securities and Holders of a majority of the Preferred
Investors Registrable Securities at the time outstanding unless the rights
granted under the terms of such


                                       10

<PAGE>   13

agreements are expressly subordinated to the registration rights granted
hereunder in all respects including priority.

                                   ARTICLE III

                                 INDEMNIFICATION

         SECTION 3.1.      Indemnification. In the event any Registrable
Securities are included in a registration statement under Section 2.1 or 2.2, to
the extent permitted by law, the Company will, and hereby does, indemnify and
hold harmless the seller of any Registrable Securities covered by such
registration statement, its directors and officers, each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such seller or any such director or
officer or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse such seller and each such director, officer, underwriter and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises solely out of or is
based solely 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 in
reliance upon and in conformity with written information furnished to the
Company by such seller expressly for use in the preparation thereof, and
provided further that the Company shall not be liable to any person who
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such seller or any such director, officer,
underwriter or controlling person and shall survive the transfer of such
securities by such seller.

         SECTION 3.2.      Indemnification by the Sellers. The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2.3, that the Company shall
have received an undertaking satisfactory to it from the prospective seller of
such securities, to indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 3.1) each underwriter, each Person who
controls such underwriter within the meaning of the Securities Act, the Company,
each director of the Company, each officer of the Company and each other Person,
if any, who


                                       11

<PAGE>   14




controls the Company within the meaning of the Securities Act, with respect to
any statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in strict conformity with written information furnished to the
Company by such seller expressly for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement; provided that such prospective seller shall not be
liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or give
a copy of the final prospectus, as the same may be then supplemented or amended,
to the Person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale
of Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of any
underwriter, the Company or any such director, officer or controlling Person and
shall survive the transfer of such securities by such seller. In no event shall
the liability of any selling holder of Registrable Securities under this Section
3.2 be greater in amount than the dollar amount of the proceeds received by such
holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.

         SECTION 3.3.      Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 3.1 or 3.2, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Section 3.1 or
3.2, except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties shall
exist in respect of such claim, the indemnifying parties shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.

         SECTION 3.4.      Other Indemnification. Indemnification similar to
that specified in Section 3.1 or 3.2 (with appropriate modifications) shall be
given by the Company and each seller of Registrable Securities with respect to
any required registration or other qualification of securities under any Federal
or state law or regulation of any governmental authority other than the
Securities Act.


                                       12

<PAGE>   15




         SECTION 3.5.      Indemnification Payments. The indemnification
required by Section 3.1 and 3.2 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred.

         SECTION 3.6.      Contribution. If the indemnification provided for in
Section 3.1 and 3.2 from the indemnifying party is unavailable to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such loss, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue statement of material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 3.3, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 3.6 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 immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.6, no underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, and no
selling holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities of such
selling holder were offered to the public exceeds the amount of any damages
which such selling holder has otherwise been required to pay by reason of such
untrue statement or omission. 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.

                  If indemnification is available under this Article III, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in this Article III without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 3.6.

                                   ARTICLE IV

                             REPORTING REQUIREMENTS

         SECTION 4.1.      Reporting Requirements Under Securities Exchange Act
of 1934. When it is first legally required to do so, the Company shall register
its Common Stock under Section 12 of the


                                       13

<PAGE>   16




Exchange Act (as hereinafter defined) and shall keep effective such registration
and shall timely file such information, documents and reports as the Commission
may require or prescribe under Section 13 of the Exchange Act. From and after
the effective date of the first registration statement filed by the Company
under the Securities Act, the Company shall (whether or not it shall then be
required to do so) timely file such information, documents and reports which a
corporation, partnership or other entity subject to Section 13 or 15(d)
(whichever is applicable) of the Exchange Act is required to file.

         SECTION 4.2.      Delivery of Company Information. Immediately upon
becoming subject to the reporting requirements of either Section 13 or 15(d) of
the Exchange Act, the Company shall forthwith upon request furnish any Holder of
Registrable Securities (a) a written statement by the Company that it has
complied with such reporting requirements, (b) a copy of the most recent annual
or quarterly report of the Company, and (c) such other reports and documents
filed by the Company with the Commission as such Holder may reasonably request
in availing itself of an exemption for the sale of Registrable Securities
without registration under the Securities Act. The Company acknowledges and
agrees that the purposes of the requirements contained in this Section 4.2 are
(i) to enable any such Holder to comply with the current public information
requirement contained in Paragraph (c) of Rule 144 under the Securities Act
should such Holder ever wish to dispose of any of the securities of the Company
acquired by it without registration under the Securities Act in reliance upon
Rule 144 (or any other similar exemptive provision) and (ii) to qualify the
Company for the use of registration statements on Form S-3. In addition, the
Company shall take such other measures and file such other information,
documents and reports, as shall hereafter be required by the Commission as a
condition to the availability of Rule 144 under the Securities Act (or any
similar exemptive provision hereafter in effect) and the use of Form S-3. The
Company also covenants to use its best efforts, to the extent that it is
reasonably within its power to do so, to qualify for the use of Form S-3.

         SECTION 4.3.      Stockholder Information. The Company may require
each Holder of Registrable Securities as to which any registration is to be
effected pursuant to this Article IV to furnish the Company such information in
writing with respect to such Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request in writing
and as shall be required by law or by the Commission in connection therewith.


                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.1.      Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, telecopy or similar writing) and shall be given to such party at its
address, telex or telecopy number set forth on the signature pages hereof or
such other address, telex or telecopy number as such party may hereafter specify
for the purpose by notice to the other party. Each such notice, request or other
communication shall be effective (i) if given by telex or telecopy, when such
telex or telecopy is transmitted to the telex or telecopy number specified in
this Section 5.1 and the appropriate answer back is received or receipt is
otherwise confirmed, (ii) if given by mail, three (3) Business Day after deposit
in the mails with first class postage prepaid, addressed as aforesaid, (iii) if
given by overnight courier service, one (1) Business Day after delivery to the
overnight courier service, or (iv) if given by any other means, when delivered
at the address specified in this Section 5.1.


                                       14

<PAGE>   17




         SECTION 5.2.      Modification of Agreement. This Agreement may not be
modified, altered, amended, revised, waived, discharged, released or terminated,
except by an agreement in writing signed by the Company and Holders of the
majority of the Stratford Registrable Securities and Holders of the Preferred
Investors Registrable Securities at the time outstanding. Each Preferred
Investor agrees that this Agreement amends and restates in entirety the Prior
Registration Rights Agreement which shall have no further force or effect.

         SECTION 5.3.      Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
each holder of Registrable Securities and their respective successors and
assigns, except that the Company may not assign or otherwise transfer any of its
rights under this Agreement.

         SECTION 5.4.      TEXAS LAW.  THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF TEXAS.

         SECTION 5.5.      Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the parties hereto.

         SECTION 5.6.      FINAL AGREEMENT.  THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

         SECTION 5.7.      WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES TRIAL
BY JURY IN ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

         SECTION 5.8.      CONSENT TO JURISDICTION/VENUE. Any suit, action or
proceeding brought by any Holder of Registrable Securities with respect to this
Agreement may be brought in the courts of the State of Texas, County of Dallas,
or in the Federal courts located in the Northern District of Texas, as such
Holder may select in its sole discretion. The Company hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding. The Company hereby irrevocably waives any objections which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Transaction
Document brought in the courts located in the State of Texas, County of Dallas,
and hereby waives any claim that any such suit, action or proceeding brought in
any such court has been brought in any inconvenient forum.


                                       15

<PAGE>   18




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective Authorized Officers on the day and year first
above written.

<TABLE>
<S>                                                   <C>
COMPANY:

CLEAR HOLDINGS, INC.                                  Address for Notice:

                                                      Clear Holdings, Inc.
                                                      440 Interstate North Parkway
By:    /s/ Stephen Johnston, Sr.                      Atlanta, Georgia 30339
       ---------------------------------              Fax No. (770) 763-5635
Name:  Stephen  Johnston, Sr.                         Attn:  Stephen Johnston Sr.
       ---------------------------------
Title: Chief Executive Officer
       ---------------------------------



STRATFORD EQUITY:
                                                      Address for Notice:
STRATFORD EQUITY PARTNERS, L.P.
                                                      Stratford Equity Partners, L.P.
By:    Stratford Capital GP Associates, L.P., its     300 Crescent Court, Suite 500
       General Partner                                Dallas, Texas  75201
                                                      Fax No. (214) 740-7393
       By:   Stratford Capital Corporation, its       Attn:    John G. Farmer
             General Partner

       By: /s/ John G. Farmer
           -----------------------------
               John G. Farmer,
               Managing Director



STRATFORD CAPITAL:

STRATFORD CAPITAL PARTNERS, L.P.                      Address for Notice:

By:    Stratford Capital GP Associates, L.P.,         Stratford Capital Partners, L.P.
       its General Partner                            300 Crescent Court, Suite 500
                                                      Dallas, Texas  75201
       By:     Stratford Capital Corporation,         Fax No. (214) 740-7393
               its General Partner                    Attn:    John G. Farmer

       By: /s/ John G. Farmer
           -----------------------------
               John G. Farmer,
               Managing Director


</TABLE>


                                       16

<PAGE>   19


<TABLE>
<S>                                                   <C>


RJB:
                                                      Address for Notice:
RJB MANAGEMENT COMPANY
                                                      RJB Management Company

                                                      4101 Buckboard Lane
                                                      Dunkirk, Maryland 20754
By: /s/ Andrew D. Roscoe
    ------------------------------------
Name: Andrew D. Roscoe
      ----------------------------------
Title: President
       ---------------------------------


DFW:
                                                      Address for Notice:
DFW CAPITAL PARTNERS, L.P.
                                                      DFW Capital Partners, L.P.
By:      Capital Partners - GP, L.P.                  300 Frank W. Burr Boulevard
         its General Partner                          Glenpoint Centre East - 5th Floor
                                                      Teaneck, New Jersey  07666
                                                      Attn:  Lisa Roumell
                                                      Fax No. (201) 836-5666
         By: /s/ Lisa Roumell
             ---------------------------
                 Lisa Roumell
                 General Partner


ROUMELL:                                              Address for Notice:

                                                      DFW Capital Partners, L.P.
                                                      30 Frank W. Burr Boulevard
/s/ Lisa Roumell                                      Glenpoint Centre East - 5th Floor
----------------------------------------              Teaneck, New Jersey  07666
Lisa Roumell                                          Attn:  Lisa Roumell
                                                      Fax No. (201) 836-5666



ROSENTHAL:                                            Address for Notice:

                                                      16 Hudson Street
/s/ Mark Rosenthal                                    #6C
----------------------------------------              New York, New York 10013
Mark Rosenthal

</TABLE>


                                       17

<PAGE>   20



<TABLE>
<S>                                                   <C>

DEMUTH:                                               Address for Notice:

                                                      78 Essex Road
                                                      Summit, New Jersey 07901
/s/ Donald F. DeMuth
----------------------------------------
Donald DeMuth


MALICK:                                               Address for Notice:

                                                      19 Whipporwill Road
                                                      Budd Lake, New Jersey 07828
/s/ Mark Malick
----------------------------------------
Mark Malick


ROSCOE:                                               Address for Notice:

                                                      41 Buckboard Lane
/s/ Andrew Roscoe                                     Dunkirk, Maryland 20754
----------------------------------------
Andrew Roscoe


HOFE:                                                 Address for Notice:

HOFE FAMILY LIMITED PARTNERSHIP                       Hofe Family Limited Liability Partnership
                                                      c/o Mike Hofe
                                                      20617 Bent Willow Road
By:/s/ Michael Hofe                                   Rohrersville, Maryland 21779

   -------------------------------------
         Mike Hofe


CLEAR INVESTORS:                                      Address for Notice:

CLEAR INVESTORS, LLC                                  c/o Stephen Johnston, Sr.
                                                      550 River Valley Road
                                                      Atlanta, Georgia  30328

By: /s/ Stephen F. Johnston, Sr.
    ------------------------------------
         Stephen F. Johnston
         Managing Member


JOHNSTON:                                             Address for Notice:

/s/ Stephen F. Johnston, Sr.                          550 River Valley Road
----------------------------------------              Atlanta, Georgia 30328
Stephen F. Johnston, Sr.

</TABLE>


                                       18