EXHIBIT 4.1
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                 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS
                                    AGREEMENT

                                  BY AND AMONG

                                ARC IV REIT, INC.

                                       AND

   THE PARTIES LISTED ON EXHIBIT A, EXHIBIT B, EXHIBIT C AND EXHIBIT D HERETO


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                            DATED AS OF APRIL 8, 2002












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                                          TABLE OF CONTENTS




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         1.       Definitions.......................................................................2

         2.       Amendment and Restatement of Previous Registration
                  Rights Agreements.................................................................6

         3.       Demand Registrations..............................................................6
                           (a)      Requests for Registration.......................................6
                           (b)      Registration Statement Form.....................................8
                           (c)      [Reserved]......................................................8
                           (d)      Priority on Demand Registrations................................8
                           (e)      Limits on Demand Registrations..................................9
                           (f)      Restrictions on Demand Registrations............................9
                           (g)      Pre-emption of Demand Registration.............................10
                           (h)      Selection of Underwriters......................................11
                           (i)      Shelf Registration of Warrants.................................11


         4.       Piggyback Registrations..........................................................12
                           (a)      Right to Piggyback.............................................12
                           (b)      [Reserved].....................................................14
                           (c)      Priority on Primary Registrations..............................14
                           (d)      Priority on Secondary Registrations............................14
                           (e)      Expiration of Partnership Unit Holder
                                    Piggyback Rights...............................................14


         5.       Holdback Agreements..............................................................15

         6.       Registration Procedures..........................................................15

         7.       Registration Expenses............................................................20

         8.       Indemnification..................................................................21

         9.       Participation in Underwritten Registrations......................................24


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         10.      Rule 144 Reporting...............................................................25

         11.      Notices..........................................................................26

         12.      Miscellaneous....................................................................28
                           (b)      No Inconsistent Agreements.....................................28
                           (c)      Remedies.......................................................28
                           (d)      Amendments and Waivers.........................................28
                           (e)      Successors and Assigns.........................................29
                           (f)      Severability...................................................29
                           (g)      Counterparts...................................................29
                           (h)      Descriptive Headings...........................................29
                           (i)      Recapitalizations, Exchanges Affecting the Registrable
                                    Securities.....................................................29
                           (j)      Governing Law..................................................29
                           (k)      Third Party Beneficiaries......................................30



                                              EXHIBITS

Exhibit A                  Subscribers
Exhibit B                  Original Investors
Exhibit C                  Reorganization Shareholders
Exhibit D                  Partnership Unit Holders



                                       ii





                 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS
                                    AGREEMENT

     THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of April 8, 2002, is by and among ARC IV REIT, Inc., a
Maryland corporation (the "Company") and the parties listed on Exhibit A (the
"Subscribers"), Exhibit B (the "Original Investors"), Exhibit C (the
"Reorganization Shareholders") and Exhibit D (the "Partnership Unit Hold ers")
hereto, as amended from time to time. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Section 1 hereof.

     WHEREAS, the Company and the Original Investors entered into a subscription
and stock purchase agreement, dated as of September 30, 1998, pursuant to which
the Company agreed to issue and sell, and the Original Investors agreed to
purchase, shares of Common Stock (the "1998 Subscription Agreement");

     WHEREAS, in connection with the execution of the 1998 Subscrip tion
Agreement, the Company and the Original Investors executed a Registration Rights
Agreement, dated as of September 30, 1998 (the "Original Agreement");

     WHEREAS, the Company and the Subscribers entered into a sub scription and
stock purchase agreement, dated as of August 9, 2000 (as amended, the "2000
Subscription Agreement") pursuant to which the Company agreed to issue and sell,
and the Subscribers agreed to purchase, for $11.70 per share, up to 14,427,350
shares of Common Stock for an aggregate purchase price, if all such shares are
issued and sold, of approximately $168.8 million;

     WHEREAS, concurrently with the execution of the 2000 Subscription
Agreement, the Company and the Subscribers amended and restated the Original
Agreement (as amended and restated, the "First Amended and Restated Registration
Rights Agreement") to modify certain of its terms and add Capital ARC Holdings,
LLC f/k/a UBS Capital ARC Holdings, LLC ("UBS") and The Travelers Indemnity
Company ("Travelers") as parties thereto;

     WHEREAS, the Company and certain of its affiliates have entered into an
Agreement and Plan of Reorganization, dated as of April 6, 2002 (as may be
amended, the "Reorganization Agreement") which provides for certain reorganiza
tion transactions involving the Company and certain of its affiliates
(collectively, the "Reorganization");







     WHEREAS, in connection with the Reorganization (i) the Company will issue
additional shares of Common Stock which will be distributed to the
Reorganization Shareholders, and (ii) ARC IV will issue Partnership Units to the
Partnership Unit Holders, which Partnership Units will be redeemable in exchange
for, at the Company's election, shares of Common Stock;

     WHEREAS, the parties hereto desire to amend and restate the First Amended
and Restated Registration Rights Agreement to modify certain of its terms and
add the Reorganization Shareholders and the Partnership Unit Holders as parties
hereto;

     WHEREAS, the First Amended and Restated Registration Rights Agreement
provided that such agreement could be amended only upon the written consent of
the Company and the holders of a majority of the Registrable Securities under
the First Amended and Restated Registration Rights Agreement;

     WHEREAS, this Agreement has been executed by the Company and the holders of
a majority of the Registrable Securities under the First Amended and Restated
Registration Rights Agreement; and

     WHEREAS, this Agreement shall be of no force or effect until the Effective
Date, and upon consummation of the Reorganization on such date, this Agreement
shall be in full force and effect and the First Amended and Restated
Registration Rights Agreement shall be deemed amended and restated in its
entirety hereby.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and suffi ciency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

     1. Definitions. As used herein, the following terms shall have the
following meanings:

     "Aggregate Offering Price" means an amount equal to the product of (i) the
Average Closing Price and (ii) the aggregate number of Registrable Securities
held by a Demand Party in respect of which such demand for registration is being
made.

     "ARC IV" means Affordable Residential Communities IV, LP, a Delaware
limited partnership.

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     "ARC IV Partnership Agreement" means the Agreement of Limited Partner ship
of ARC IV, dated as of the Effective Date, by and between the Company, as
general partner, and ARC LLC, as special limited partner, as amended from time
to time.

     "ARC LLC" means Affordable Residential Communities L.L.C., a Delaware
limited liability company.

     "Average Closing Price" means, with respect to any Registrable Security,
the average of the closing sale prices of such Registrable Security as reported
on a national securities exchange or quoted on The Nasdaq Stock Market during
the Valuation Period.

     "Business Day" means any calendar day which is not a Saturday, Sunday or a
day on which banks in the State of New York are generally closed for regular
business.

     "Common Stock" means the common stock, $0.01 par value per share, of the
Company.

     "Demand Party" means any Holder or Holders that, either individually or in
the aggregate with all other Holders with whom or on whose behalf it is acting
to demand registration, holds not less than 9% of the class of Registrable
Securities in respect of which such demand for registration is being made,
provided, however, that in no event shall any Partnership Unit Holder (a)
comprise all or part of any Demand Party hereunder or (b) otherwise have any
right, either alone or with any other Holder or Holders, to request registration
pursuant to Section 3(a)(i) of this Agreement.

     "Effective Date" means the date of consummation of the transactions contem
plated by the Reorganization Agreement.

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

     "Holder" means the Subscribers, the Original Investors, the Reorganization
Shareholders, the Partnership Unit Holders and any transferee which is or
becomes the beneficial owner of Registrable Securities. For purposes of
determining the number of Registrable Securities held by a Holder, for purposes
of this Agreement but not for any other purpose, any holder of record of a
Warrant shall be deemed to be a Holder of the number of shares of Common Stock
underlying such Warrants.



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     "Nassau" means, collectively, Nassau Capital Partners II, L.P., Nassau
Capital Fund L.P. and NAS Partners I, L.L.C.

     "Partnership Unit" shall have the meaning assigned to such term in the ARC
IV Partnership Agreement.

     "Partnership Unit Holders" means the Person listed on Exhibit D hereto.

     "Person" means an individual, corporation, partnership, trust, joint
venture, limited liability company, unincorporated organization or other legal
entity or a government or any agency or political subdivision thereof.

     "Qualified Public Offering" means the completion of the sale of shares of
Common Stock, whether by the Company and/or for the account of one or more
stockholders of the Company, pursuant to an effective registration statement
under the Securities Act (other than a special purpose registration statement
such as an S-8 or an S-4) in which the aggregate gross proceeds of such sale,
together with the aggregate gross proceeds of any such underwritten public
offerings previously completed, equal or exceed $100,000,000, provided that
after the completion of such sale the shares of Common Stock are listed on a
national securities exchange or are authorized for quotation on The Nasdaq Stock
Market.

     "Registrable Securities" means (i) shares of Common Stock issued (A) to the
Original Investors from time to time pursuant to the 1998 Subscription
Agreement, (B) to the Subscribers from time to time pursuant to the 2000
Subscription Agree ment, (C) upon exercise of the Warrants, (D) upon completion
of the transactions contemplated by the Reorganization Agreement (including any
such shares distrib uted to any member of ARC Holdings Limited Liability Company
upon its liquida tion) but not including any shares issued or issuable pursuant
to any management incentive plan (including, but not limited to, the "Plan" as
defined in the Offering Memorandum/Proxy Statement (as defined in the
Reorganization Agreement)) and (E) upon redemption of any Partnership Unit
issued by ARC IV to a Partnership Unit Holder upon completion of the
transactions contemplated by the Reorganization Agreement, (ii) any shares of
stock of the Company or any successor corporation issued or issuable in respect
of the Common Stock referred to in clause (i) above, whether by way of a split
of interests or dividends or in connection with a combina tion of such Common
Stock, recapitalization, merger, consolidation or other reorga nization or
otherwise, and (iii) Warrants; provided, however, that such securities shall
cease to be Registrable Securities when (i) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and

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such securities shall have been disposed of in accordance with such registration
statement, (ii) they shall have been distributed to the public pursuant to Rule
144 (or any successor provisions) under the Securities Act, (iii) they shall
have been other wise 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 or qualification
under the Securities Act or any state securities or blue sky law then in force,
(iv) they shall have ceased to be outstanding, or (v) solely with respect to the
shares of Common Stock covered by clause (i)(E) above, the "shelf" registration
statement with respect to such shares contemplated by Section 8.8 of the ARC IV
Partnership Agreement shall have become effective under the Securities Act in
accordance with the provisions of such Section 8.8, after which time the
securities covered by clause (i)(E) above shall no longer be Registrable
Securities (except as otherwise provided in Section 4(e)).

     "Registration" means any registration of the securities of the Company
under the Securities Act, including without limitation, any Demand Registration
or Piggy back Registration, pursuant to the terms of this Agreement.

     "Registration Expenses" means all expenses incurred or incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees (including any such fees paid or
payable to the National Association of Securities Dealers, Inc., any stock
exchange or The Nasdaq Stock Market), fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disburse ments of counsel for the Company and all independent
certified public accountants (including the costs of any accountants' "comfort
letters"), underwriters (excluding underwriting discounts and commissions with
respect to any Registrable Securities) and other Persons retained by the
Company.

     "Reorganization Shareholders" means the Persons listed on Exhibit C hereto.

     "Rule 144" means Rule 144 under the Securities Act (or any similar rule
then in force).

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute.


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     "Valuation Period" means the thirty (30) consecutive trading days during
which the applicable Registrable Security is traded on a national securities
exchange or quoted on The Nasdaq Stock Market ending on the calender day
immediately prior to the date a Demand Party requests a Demand Registration.

     "Violation" means any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any prospectus, preliminary prospectus or any
amendment or supple ment thereto, in light of the circumstances under which they
were made) not mislead ing.

     "Warrants" means the warrants to purchase an aggregate of 1,250,000 shares
of Common Stock granted to the Original Investors prior to the date of the First
Amended and Restated Registration Rights Agreement.

     2. Amendment and Restatement of Previous Registration Rights Agreements.
(a) This Agreement amends and restates the Amended and Restated Registration
Rights Agreement dated as of August 9, 2000, by and among (a) the Company, (b)
Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas
H. Lee Charitable Investments Limited Partnership, Thomas H. Lee Investors
Limited Partnership (collectively, together with Thomas H. Lee Foreign Fund
IV-B, L.P., "THL"), (c) certain other persons or entities listed on the
signature pages thereto, (d) ARC LLC, (e) Travelers, (f) UBS, and (g) the other
individuals listed as parties thereto.

          (b) This Agreement shall be of no force or effect until the Effec tive
     Date, and upon consummation of the Reorganization on such date, this Agree
     ment shall be in full force and effect and the First Amended and Restated
     Registra tion Rights Agreement shall be deemed amended and restated in its
     entirety hereby.

     3. Demand Registrations.

          (a) Requests for Registration.

                    (i) At any time and from time to time after the closing of a
               Qualified Public Offering, a Demand Party may request
               registration, whether underwritten or otherwise, under the
               Securities Act of all or part of such Demand Party's Registrable
               Securities (other than Warrants and the Common

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          Stock underlying such Warrants) in an amount equal to not less than
          the lesser of (A) 25% of the total number of Registrable Securities
          held by each Holder (each of Nassau and THL shall be deemed to be one
          Holder for purposes of this clause (A)) comprising such Demand Party
          of the class in respect of which such demand for registration is being
          made and (B) $100,000,000 in Aggregate Offering Price of Registrable
          Securities. Each such request for a registration shall specify the
          approximate number and class of Registrable Securities requested to be
          registered and the anticipated per share price range for such
          offering.

               (ii) Within ten (10) days after receipt of any such request for a
          registration, the Company will give written notice (a "Demand Notice")
          of such requested registration (including the number of Registrable
          Securities included and the possible intended methods of disposition
          thereof) to all other Holders of Registrable Securities, if any
          (including, in the case of a Demand Registration involving Common
          Stock, all Partnership Unit Holders for purposes of this Section
          3(a)(ii) but subject to Section 4(e) hereof and all applicable
          restrictions and limitations on the redemption of Partnership Units
          set forth in the ARC IV Partnership Agreement, in order to afford such
          Holders the opportunity to participate in such Demand Registration
          through a redemption of Partnership Units in exchange for shares of
          Common Stock to be sold in the related offering), and will include
          (subject to the provisions of this Agreement) in such registration all
          Registrable Securities of the same class as the securities being
          registered with respect to which the Company has received written
          requests from any other Holders for inclusion therein within 20 days
          after the receipt of the Demand Notice, provided, however, that (A) if
          such Demand Registration involves an underwritten offering, all
          Holders of Registrable Securities requesting to be included in such
          registration must sell their Registrable Securities to the
          underwriters on the same terms and condi tions as apply to the Demand
          Party, and each such Holder (including Partner ship Unit Holders who
          request to be included in such registration) shall, if requested by
          the underwriters, enter into a customary holdback agreement with
          respect to such Holder's Registrable Securities as contemplated by
          Section 5(a) hereof, and (B) it shall be a condition to the
          participation by any Partnership Unit Holder in any such Demand
          Registration that no provision of the ARC IV Partnership Agreement
          shall prohibit or restrict the redemp tion by such Partnership Unit
          Holder of any Partnership Units as to which such Partnership Unit
          Holder has made a request hereunder for inclusion in such Demand
          Registration and that (1) in the case of an underwritten offer ing,
          such Partnership Unit Holder shall have delivered to ARC IV a notice
          of

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          redemption, together with the certificates evidencing the Partnership
          Units to be converted into the Registrable Securities to be included
          in such offering (the "Redemption Notice Package") not less than five
          (5) Business Days prior to the closing date of such offering, and (2)
          in the case of any other offering, such Partnership Unit Holder shall
          have delivered to ARC IV a Redemption Notice Package a reasonable time
          prior to the proposed sale of such Holder's Registrable Securities in
          such offering, as determined by the Company.

               (iii) All registrations requested pursuant to this Section 3(a)
          are referred to herein as "Demand Registrations."

     (b) Registration Statement Form. Demand Registrations shall be on such
appropriate registration form of the SEC (i) as shall be selected by the Company
and as shall be reasonably acceptable to the Holders of 51% of the Registrable
Securities requested to be registered and (ii) as shall permit the disposi tion
of such Demand Party's Registrable Securities in accordance with the intended
method or methods of disposition specified in their request for such
registration. If, in connection with any Demand Registration which is proposed
by the Company to be on Form S-3 or any similar short form registration
statement which is a successor to Form S-3, the managing underwriters, if any,
shall advise the Company in writing that in their opinion the use of another
permitted form is of material importance to the success of the offering, then
such Demand Registration shall be on such other permitted form.

     (c) [Reserved]

     (d) Priority on Demand Registrations. If a Demand Registration is an
underwritten offering and the managing underwriters advise in writing that in
their opinion the number of Registrable Securities requested to be included in
such offering exceeds the number of Registrable Securities which can be sold
therein without materially and adversely affecting the marketability of the
offering, the amount of Registrable Securities to be sold pursuant to such
registration shall be allocated pro rata among the Holders of Registrable
Securities desiring to participate in such registration on the basis of the
amount of such Registrable Securities re quested to be registered by such
Holders.

     (e) Limits on Demand Registrations. The Holders of Registrable Securities
shall not be entitled to request more than one (1) Demand Registration during
any six-month period.


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     (f) Restrictions on Demand Registrations. Notwithstanding anything to the
contrary contained herein:

          (i) the Company shall not be obligated to effect (A) any Demand
     Registration within six months after the effective date of the Com pany's
     initial public offering or any previous Demand Registration or (B) any
     Demand Registration that would cause the Company to violate Section 5(b) of
     this Agreement;

          (ii) the Company shall not be required to effect a registra tion of
     Registrable Securities pursuant to this Section 3 if it shall have
     delivered to the Demand Party a written opinion of counsel to the Company
     of recognized national standing reasonably acceptable to the Holders to the
     effect that the disposition of the Registrable Securities with respect to
     which such demand has been made shall not require registration under the
     Securities Act or any state securities or blue sky law then in force; and

          (iii) the Company may postpone or withdraw for a reason able period,
     not to exceed ninety (90) days (subject to extension for up to 45
     additional days by a vote of a majority of the members of the Company's
     Board of Directors), the filing or the effectiveness of a registration
     statement for a Demand Registration if based on the good faith judgment of
     a majority of the members of the Company's Board of Directors and on advice
     of counsel, such postponement or withdrawal is necessary in order to avoid
     premature disclosure of: (1) a matter that the Board of Directors has deter
     mined would not be in the best interest of the Company to be disclosed at
     such time or (2) a material fact the disclosure of which would have a
     material adverse effect on any proposal or plan by the Company or any of
     its subsid iaries to engage in any acquisition of assets (other than in the
     ordinary course of business) or any merger, consolidation, tender offer or
     other significant transaction; provided, however, that in no event shall
     the Company withdraw a registration statement after such registration
     statement has been declared effective; provided further, however, that, to
     the extent applicable, such postponement or withdrawal period shall
     terminate upon the completion or abandonment of the acquisition of assets,
     merger, consolidation, tender offer or other significant transaction to
     which such postponement or withdrawal relates. The Company shall be
     entitled to one (1) postponement or with drawal (including any extension
     thereof) in any 12 month period regardless of the number of days in such
     postponement or

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     withdrawal. The Company shall provide prompt written notice to the Holders
     of Registrable Securities initiating the request for such Demand
     Registration of (x) any postponement or withdrawal of the filing or
     effectiveness of a registration statement pursu ant to this paragraph, (y)
     the Company's decision to file or seek effectiveness of such registration
     statement following such postponement or withdrawal and (z) the
     effectiveness of such registration statement. If the Company so elects to
     postpone or withdraw a registration statement, such registration shall not
     count as one of the permitted Demand Registrations of the Holders who
     requested such registration.

     (g) Pre-emption of Demand Registration. Notwithstanding anything to the
contrary contained herein, if at any time a Holder or Holders shall request a
Demand Registration pursuant to this Section 3, the Company may elect at that
time to effect an underwritten primary registration if, based on the good faith
judgment of a majority of the Company's Board of Directors, it would be in the
best interests of the Company to access the public market to raise equity
capital. If the Company elects to effect a primary registration after receiving
such a request for a Demand Registration, the Company will give prompt written
notice (and in any event within thirty (30) days after receiving such a request
for a Demand Registration) to all Holders of Registrable Securities of the class
to be registered of its intention to effect such a registration and shall afford
such Holders rights to Piggyback Registra tions contained in Section 4 hereof,
except that if the managing underwriters of such offering advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without materially and adversely affecting the marketability of such offering,
the provisions of Section 4(c) hereof shall not apply to such offering, and
instead the Company shall include in such registration the maximum number of
securities which such underwriters advise can be sold in such offering allocated
(x) first, equally (as opposed to pro rata) among the Company, on the one hand,
and the Holders as a group, on the other hand (and reallocated among such
Holders pro rata on the basis of the number of securities requested to be
registered by such Holders), until either the Company or the Holders as a group
have been allocated the full number of securities requested to be included in
such registration by the Company or the Holders, as the case may be, (y) second,
to either the Company or the Holders as a group (and reallocated among such
holders pro rata on the basis of the number of securities requested to be
registered by such Holders), as the case may be, to the extent that such party
was not allocated the full number of its requested securities pursuant to clause
(x) above, until the Company or the Holders as a group, as the case may be, have
been allocated the full number of securities requested to be included in such
registration, and (z) third, to the holders of all other

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securities requested to be included in such registration pro rata among such
holders on the basis of the number of securities requested to be registered by
such holders. In the event that the Company so elects to effect such a primary
registration after receiving a request for such a Demand Registration, such
registration shall not count as one of the permitted Demand Registrations of the
Holders who requested such registration.

     (h) Selection of Underwriters. In the case of a Demand Registra tion for an
underwritten offering, the Holders of a majority of the Registrable Securities
to be included in such Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, which invest
ment banker(s) and manager(s) will be nationally recognized. The Company may
select a nationally-recognized co-manager to participate in the offering if the
Com pany is offering any securities in the offering.

     (i) Shelf Registration of Warrants. From and after such time as the Company
shall receive a request by any Holder or Holders for a Demand Regis tration
under Section 3(a) of this Agreement, THL may request the Company to file a
"shelf" registration statement on an appropriate registration statement form
(which form shall be Form S-3 if Form S-3 is available to the Company) under the
Securities Act providing for the registration of, and the sale on a continuous
or delayed basis by the Holders of, all of the Warrants constituting Registrable
Securities (including all shares of Common Stock issuable upon exercise of the
Warrants) pursuant to Rule 415 under the Securities Act (such shelf registration
statement, and all supplements and amendments thereto, and any other
registration statement necessary to implement the intent of this paragraph, the
"Shelf Registration Statement"). Following its receipt of any such request, the
Company shall file such Shelf Registration Statement as promptly as is
practicable and shall use its best efforts to keep the Shelf Registra tion
Statement effective in order to permit the prospectus forming a part thereof to
be usable by the Holders of the Warrants for the sale of the Warrants and, upon
their sale, to cover (if permitted by applicable law and by the SEC) the
issuance of shares of Common Stock upon any exercise thereof, until all of the
Warrants (including all shares of Common Stock issuable upon exercise of the
Warrants) registered thereun der have been distributed (or issued in the case of
the Common Stock underlying the Warrants) as contemplated thereby but, with
respect to the Warrants, not later than the third anniversary of the date the
Shelf Registration Statement is declared effective by the SEC; provided,
however, that THL may only sell Warrants (or Common Stock acquired upon exercise
of the Warrants after the effective date of the Shelf Registra tion Statement)
pursuant to the Shelf Registration Statement on or after such time as other
Registrable Securities are


                                       11




sold by other Holders pursuant to an effective Registration Statement hereunder,
and only in such amounts which, when the Common Stock underlying such Warrants
and Common Stock acquired upon exercise of the Warrants after the effective date
of the Shelf Registration Statement taken together with the other Registrable
Securities being sold at such time by THL under such other Registration
Statement, does not exceed the maximum amount of Registrable Securities that THL
would be permitted to sell pursuant to such other Registration Statement at such
time. The foregoing notwithstanding, the Company shall have the right in its
sole discretion, based on any valid business purpose (including, without
limitation, to avoid the disclosure of any material non-public information that
the Company is not otherwise obligated to disclose), to suspend the use of the
Shelf Registration Statement for a reasonable length of time (a "Delay Period")
and from time to time; provided that the aggregate number of days in all Delay
Periods occurring in any period of twelve consecutive months shall not exceed 90
days. The Company shall provide written notice to each Holder of Warrants
covered by the Shelf Registration Statement of the beginning and the end of each
Delay Period and such Holders shall cease all disposition efforts with respect
to all Warrants held by them immediately upon receipt of notice of the beginning
of any Delay Period and shall maintain in confidence the fact that such notice
has been provided by the Company. Other than as set forth in this paragraph (i),
the Holders of Warrants shall not have any registration rights with respect to
the Warrants (or the Common Stock underlying such Warrants) under this
Agreement.

     4. Piggyback Registrations.

     (a) Right to Piggyback. Whenever the Company proposes to register any
securities (the "Priority Securities") under the Securities Act (other than
pursuant to (1) a Demand Registration, for which "piggyback" rights are provided
in Section 3 hereof, (2) a registration of the issuance by the Company, or the
resale by any holder of Partnership Units, of any securities of the Company
issued upon redemption of such Partnership Units, (3) a registration statement
on Form S-8 or Form S-4 or any similar form or (4) a registration the primary
purpose of which is to register debt securities), and a registration form to be
used in such registration may be used for the registration of Registrable
Securities of the same class (a "Piggyback Registration"), the Company shall
give prompt written notice (a "Piggyback Notice") to all Holders of Registrable
Securities of such class (including, in the case of a Piggyback Registration
involving Common Stock, all Partnership Unit Holders for purposes of this
Section 4 but subject to Section 4(e) hereof and all applicable restrictions and
limitations on the redemption of Partnership Units set forth in the ARC IV
Partnership Agreement, in order to afford such Holders the opportunity to
participate in such Piggyback Registration through a redemption of Partnership
Units

                                       12





in exchange for shares of Common Stock to be sold in the related offering) of
its intention to effect such a registration. Subject to Section 4(c) and 4(d),
the Company shall include in any such registration by it all Registrable
Securities of the same class as the securities being registered with respect to
which it has received written requests for inclusion therein from the Holders
thereof within 20 days after the receipt of the Company's Piggyback Notice;
provided, however, that (A) if such Piggyback Registration involves an
underwritten offering, all Holders of Registrable Securities requesting to be
included in such registration must sell their Registrable Securities to the
underwriters selected by the Company on the same terms and conditions as apply
to the Company, and each such Holder (including Partnership Unit Holders who
request to be included in such registration) shall, if requested by the
underwriters, enter into a customary holdback agreement with respect to such
Holder's Registrable Securities as contemplated by Section 5(a) hereof, (B) if,
at any time after giving written notice pursuant to this Section 4(a) of its
intention to register any Priority 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 such Priority Securities,
the Company shall give written notice to all Holders of Registrable Securities
and shall thereupon be relieved of its obligation to register any Registrable
Securities in connection with such registration (without prejudice, however, to
rights of Holders of Registrable Securities under Section 3), (C) in the event
of the initial public offering by the Company of shares of Common Stock, the
Company may determine, in its sole and absolute discretion, that such registered
offering shall not constitute a Piggyback Registration for purposes of this
Section 4 only, and in the event of such a determination no Holder shall have
any rights under this Section 4 with respect to such offering, and (D) it shall
be a condi tion to the participation by any Partnership Unit Holder in any such
Piggyback Registration that no provision of the ARC IV Partnership Agreement
shall prohibit or restrict the redemption by such Partnership Unit Holder of any
Partnership Units as to which such Partnership Unit Holder has made a request
hereunder for inclusion in such Piggyback Registration and that (1) in the case
of an underwritten offering, such Partnership Unit Holder shall have delivered
to ARC IV a Redemption Notice Package not less than five (5) Business Days prior
to the closing date of such offering, and (2) in the case of any other offering,
such Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice
Package a reasonable time prior to the proposed sale of such Holder's
Registrable Securities in such offering, as deter mined by the Company.

     (b) [Reserved].




                                                 13





     (c) Priority on Primary Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without materially and adversely affecting
the marketability of such offering, the Company shall include in such
registration (i) first, all Priority Securities the Company proposes to sell,
(ii) second, the Registrable Securities pro rata among the Holders of such
Registrable Securities on the basis of the number of such securities requested
to be registered by such Holders, and (iii) third, other securities requested to
be included in such registration pro rata among the holders of such securities
on the basis of the number of such securities requested to be regis tered by
such holders.

     (d) Priority on Secondary Registrations. If a Piggyback Registra tion is an
underwritten secondary registration on behalf of a holder of the Company's
securities other than Registrable Securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without materially and adversely affecting the
marketability of such offering, the Company shall include in such registration
(i) first, the securities requested to be included therein by the holders
requesting such registration and the Registrable Securities requested to be
included in such registration, pro rata among the holders of such securities on
the basis of the number of such securities requested to be registered by such
holders, and (ii) second, other securities requested to be included in such
registration pro rata among the holders of such securities on the basis of the
number of such securities requested to be registered by such holders.

     (e) Expiration of Partnership Unit Holder Piggyback Rights. Notwithstanding
anything to the contrary contained herein, the Partnership Unit Holders shall
have no rights under Section 3(A)(ii) and this Section 4 with respect to any
Demand Registration or Piggyback Registration the Demand Notice or Piggy back
Notice for which was provided by the Company on or after the date that the
"shelf registration statement" contemplated by Section 8.8 of the ARC IV
Partnership Agreement has become effective under the Securities Act in
accordance with the provisions of such Section 8.8.

     5. Holdback Agreements.

     (a) In connection with any Demand Registration or Piggyback Registration
involving an underwritten offering, each Holder of Registrable


                                       14





Securities hereby agrees, at the request of the underwriters, to enter into a
customary holdback agreement with respect to such Holder's Registrable
Securities, provided, however, that the terms of such holdback agreement shall
be no less favorable than any holdback agreement executed by any other holders
of securities of the Company in connection with such underwritten offering. The
Company agrees to use its reasonable best efforts to cause such underwriters to
agree in the underwriting agreement to notify in writing all Holders of
Registrable Securities who have executed a holdback agreement in connection with
such offering of any agreement by such underwriters to release any Holder of
Registrable Securities from any such holdback agreement at least five (5)
Business Days in advance of such release.

     (b) The Company agrees (i) not to effect any public sale or distribution of
its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven (7) days prior to and during
the 90-day period beginning on the effective date of any underwritten Demand
Registra tion (except as part of such underwritten registration or pursuant to
registrations on Forms S-4 or S-8 or any successor forms), unless the
underwriters managing the registered public offering otherwise agree, and (ii)
to use its reasonable efforts to cause each holder of Registrable Securities and
each other holder of at least 5% (on a fully diluted basis) of equity securities
of the Company, respectively, or any securi ties convertible into or
exchangeable or exercisable for such equity securities, purchased from the
Company at any time after the date hereof (other than in a registered public
offering) to agree not to effect any public sale or distribution (including
sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree.

     6. Registration Procedures. Whenever the Holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company will as expeditiously
as possible:

          (a) prepare and file with the SEC a registration statement with
     respect to such Registrable Securities (in the case of a Demand
     Registration, no later than forty-five (45) days after the receipt of the
     request for registra tion) and use its best efforts to cause such
     registration statement to become effective as promptly as practicable after
     filing; provided, that before filing a registration statement or prospectus
     or any amendments or


                                       15




     supplements thereto, the Company will furnish to the counsel selected by
     the Holders of a majority of the Registrable Securities covered by such
     registration statement copies of all such documents proposed to be filed;
     provided further, that no such registration statement or prospectus or
     amendment or supplement thereto shall be filed unless the Holders of
     Registrable Securities to be included in such registration statement and,
     if the offering is an underwritten offering, counsel to the underwriters,
     have had a reasonable opportunity to provide comments thereon; provided
     further, that the Holders of the Registrable Securities shall have provided
     their comments promptly follow ing their receipt of such registration
     statement or prospectus or amendment or supplement thereto;

          (b) (i) prepare and file with the SEC such amendments and supplements
     to such registration statement and the prospectus used in connec tion
     therewith as may be necessary to keep such registration statement effective
     for a period of not less than six months and comply with the provi sions of
     the Securities Act with respect to the disposition of all securities
     covered by such registration statement during such period in accordance
     with the intended methods of disposition by the sellers thereof set forth
     in such registration statement and (ii) use its best efforts to have such
     supplements or amendments declared effective, if required, as soon as
     practicable after filing; provided, that no such amendment or supplement
     shall be filed unless the Holders of Registrable Securities to be included
     in such registration statement and, if the offering is an underwritten
     offering, counsel to the underwriters, have had a reasonable opportunity to
     provide comments thereon; provided further, that the Holders of the
     Registrable Securities shall have provided their comments promptly
     following their receipt of such amendment or supplement;

          (c) furnish to each seller of Registrable Securities, without charge,
     such number of copies of such registration statement, each amendment and
     supplement thereto, the prospectus included in such registration statement
     (including each preliminary prospectus) and such other documents as such
     seller may reasonably request in order to facilitate the disposition of the
     Registrable Securities owned by such seller;

          (d) use its best efforts to register or qualify such Registrable
     Securities under such other securities or blue sky laws of such
     jurisdictions as any seller reasonably requests and do any and all other
     acts and things which may be reasonably necessary or advisable to enable
     such seller to

                                       16





     consummate the disposition in such jurisdictions of the Registrable
     Securities owned by such seller (provided that the Company will not be
     required to (i) qualify generally to do business in any jurisdiction where
     it would not otherwise be required to qualify but for this subsection, (ii)
     subject itself to taxation in any such jurisdiction or (iii) consent to
     general service of process (i.e., service of process which is not limited
     solely to securities law violations) in any such jurisdiction);

          (e) promptly notify each seller of such Registrable Securities of the
     happening of any event as a result of which the prospectus included in such
     registration statement contains an untrue statement of a material fact or
     omits any fact necessary to make the statements therein not misleading,
     promptly prepare a supplement or amendment to such prospectus so that, as
     thereafter delivered to the purchasers of such Registrable Securities, such
     prospectus will not contain an untrue statement of a material fact or omit
     to state any fact necessary to make the statements therein, in light of the
     circum stances under which they were made, not misleading, and promptly
     furnish to each seller of Registrable Securities, without charge, copies of
     such prospec tus supplement or amended prospectus;

          (f) use its best efforts to cause all such Registrable Securities to
     be listed on each securities exchange or automated quotation system on
     which securities of the same class issued by the Company are then listed
     and, if not so listed, use commercially reasonable efforts to cause such
     Registrable Securities to be authorized for quotation on the Nasdaq Stock
     Market or to be listed on a national securities exchange selected by the
     Company;

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

          (h) enter into such customary agreements (including underwriting
     agreements in customary form with customary indemnity and contribution
     obligations to the underwriters) and take all such other actions as the
     holders of a majority of the Registrable Securities being sold or the
     underwriters, if any, reasonably request in order to expedite or facilitate
     the disposition of such Registrable Securities (including, without
     limitation, effecting a stock split or a combination of shares);

          (i) make available for inspection by any seller of Registrable
     Securities, any underwriter participating in any disposition pursuant to
     such


                                       17




     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 cause the
     officers, members, advisors, employees and independent accountants of the
     Company to supply all information reasonably requested by any such seller,
     under writer, attorney, accountant or agent in connection with such
     registration statement;

          (j) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC, and make available to its security holders, as
     soon as reasonably practicable, an earning statement covering the period of
     at least twelve months beginning with the first day of the first full
     calendar quarter of the Company after the effective date of the
     registration statement, which earning statement shall satisfy the
     provisions of Section 11(a) of the Securities Act and Rule 158 promulgated
     thereunder;

          (k) permit any Holder of Registrable Securities which holder, in its
     reasonable judgment, might be deemed to be an underwriter or a control ling
     person of the Company, to participate in the preparation of such registra
     tion or comparable statement and to require the insertion therein of
     material, furnished to the Company, as the case may be, in writing, which
     in the reasonable judgment of such Holder and its counsel should be
     included;

          (l) promptly notify the selling Holders and the underwriters, if any,
     of the issuance or threatened issuance of any stop order suspending the
     effectiveness of a registration statement, or of any order suspending or
     preventing the use of any related prospectus or suspending the
     qualification of any securities included in such registration statement for
     sale in any jurisdic tion and use its reasonable best efforts promptly to
     either obtain the prompt withdrawal of any such order that is issued or
     prevent the issuance of any such threatened order;

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

          (n) obtain a "cold comfort" letter from the independent public
     accountants of the Company in customary form and covering such matters of
     the type customarily covered by "cold comfort" letters as the underwriters
     or


                                       18



     Holders of a majority of the Registrable Securities being sold reasonably
     request;

          (o) provide an opinion of the Company's counsel in customary form and
     covering such matters of the type customarily covered by such an opinion as
     the underwriters or the Holders of a majority of the Registrable Securities
     being sold reasonably request and dated the date of the closing of the sale
     of Registrable Securities relating thereto;

          (p) to the extent recommended by the underwriters in any under written
     offering of Registrable Securities, cooperate with the selling Holders and
     the underwriters for such offering in the marketing of the Registrable
     Securities, including making its officers available to participate in such
     "road show" presentations and conference calls as the underwriters may
     reasonably request and making the Company's accountants, counsel, premises,
     books and records available for such purpose; and

          (q) promptly notify each Holder, and each underwriter (A) when a
     registration statement or any related prospectus or any amendment or supple
     ment has been filed, and, with respect to a registration statement or any
     amendment thereto, when the same has become effective or (B) of any request
     by the SEC for amendments or supplements to the registration statement or
     the related prospectus or for additional information.

If any such registration or comparable statement refers to any Holder by name or
otherwise as the Holder of any securities of the Company, and if, in its sole
and exclusive judgment, such Holder is or might be deemed to be a controlling
Person of the Company, as the case may be, such Holder shall have the right to
require (i) the insertion therein of language, in form and substance
satisfactory to such Holder and presented to the Company in writing, to the
effect that the holding by such Holder of such securities is not to be construed
as a recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company, as the
case may be, or (ii) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar Federal statute
then in force, the deletion of the reference to such Holder; provided, that with
respect to this clause (ii) such holder shall furnish to the Company, as
applicable, an opinion of counsel to such effect, which opinion of counsel shall
be reasonably satisfactory to the Company.


                                       19





     It shall be a condition precedent to the obligation of the Company to take
any action with respect to any Registrable Securities pursuant to this Section 6
that the Holder thereof shall furnish to the Company such information regarding
such Holder, the Registrable Securities and any other securities of the Company
held by such Holder as the Company shall reasonably request and as shall be
required in connection with the action taken by the Company.

     Each Holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 6(e), such Holder will forthwith discontinue disposition of Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 6(e), and, if so directed by the
Company such Holder will deliver to the Company (at the Company's expense) all
copies (including, without limitation, any and all drafts), other than permanent
file copies, then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event that the Company shall give any such notice, the six-month period
mentioned in Section 6(b) shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 6(e) to and including the date when each Holder of Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 6(e).


     7. Registration Expenses.

     (a) All reasonable expenses incident to the Company's perfor mance of or
compliance with this Agreement, including without limitation all Registration
Expenses of the Company and the Holders, will be borne by the Company, with
respect to any registration, proposed or otherwise, of its securities; provided,
however, that notwithstanding anything to the contrary contained herein, each
Holder shall bear and pay all underwriting discounts and commissions and all
transfer taxes, if any, attributable to and/or payable in respect of any sale of
Registrable Securities by such Holder.

     (b) In connection with each Demand Registration and each Piggyback
Registration and any registration of Warrants or other Registrable Securi ties
hereunder, the Company will also reimburse the Holders of Registrable Securi
ties covered by or proposed (pursuant to the terms of this Agreement) to be
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the Holders of a majority of the Registrable Securities,
regardless



                                       20



of whether such Registrable Securities are ultimately included in or sold
pursuant to such registration.

     8. Indemnification.

     (a) The Company shall indemnify and hold harmless, to the extent permitted
by law, each Holder of Registrable Securities, its respective partners, members,
stockholders, officers and directors and each Person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses arising out of or based upon any Violation and shall
reim burse such Holder, partner, member, director, officer or controlling Person
for any legal or other fees or expenses reasonably incurred by such Holder,
director, officer or controlling Person in connection with the investigation or
defense of such loss, claim, damage, liability or expense, except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by such Holder expressly for use in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or, if such Holder participates as an underwriter in the offering or
sale of Registrable Securities, to the extent that any such loss, claim, damage,
liability or expense arises out of such Holder's failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, after
the Company has furnished to such Holder a sufficient number of copies of same,
to the Person asserting the existence of a Violation 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. In connection with
an underwritten offering, the Company shall indemnify and hold harmless such
under writers, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities; provided, however, that the Company will 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, under the indemnity agreement in this Section
8(a) with respect to any preliminary prospec tus or the final prospectus as
amended or supplemented, as the case may be, to the extent that any such loss,
claim, damage or liability of such underwriter or control ling Person results
from the fact that such underwriter sold Registrable Securities to a Person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final prospectus (including any documents incorporated
by reference therein) or of the final prospectus as then amended or supplemented
(including any documents incorporated by reference therein), whichever is most
recent, if the Company has previously furnished

                                       21





sufficient copies thereof to such underwriter. Any fees and expenses incurred by
the indemnified party (including any fees and expenses incurred in connection
with investigating or preparing to defend such action or proceeding) shall be
paid to the indemnified party, as incurred, within thirty (30) days of written
notice thereof to the indemnifying party. Any amounts advanced by the
indemnifying party to an indemnified party pursuant to this Section 8 shall be
returned to the indemnifying party if it shall be finally determined by such a
court in a judgment not subject to appeal or final review that such indemnified
party was not entitled to indemnification by the indemnifying party.

     (b) In connection with any registration statement in which a Holder of
Registrable Securities is participating, each such Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company and
its respective members, directors and officers and each Person who controls the
Company (within the meaning of the Securities Act), as applicable, against any
losses, claims, dam ages, liabilities and expenses arising out of or based upon
any Violation, but only to the extent that the untrue statement or omission
constituting such Violation is contained in any information or affidavit so
furnished in writing by such Holder expressly for use in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto; provided, that the obligation to indemnify will be
individual to each Holder and will be limited to the net amount of proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
registration statement.

     (c) Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification and (ii) unless in such indemnified party's reasonable
judg ment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party will not
be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim.



                                      22


     (d) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any partner, member, officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.

     (e) If the indemnification required by this Section 8 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to in this Section 8:

          (i) 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 losses, 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 Violation has been committed
     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 Violation. 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 any legal or other fees or ex penses reasonably incurred by such
     party in connection with the investigation or defense of such loss, claim,
     damage, liability or expense.

          (ii) The parties hereto agree that it would not be just and equitable
     if contribution pursuant to this Section 8(e) were determined by pro rata
     allocation or by any other method of allocation which does not take into
     account the equitable considerations referred to in Section 8(e)(i). 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.

     (f) If indemnification is available under this Section 8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
this Section 8 without regard to the relative fault of such indemnifying party
or indemnified party or any other equitable consideration referred to in Section
8(e) except that no selling Holder shall be liable for any amount in excess of
the net


                                       23



proceeds it receives in the offering which is the subject of the indemnification
proceeding.

     (g) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have to the persons
specified in Section 8(a) and the obligations of the selling Holders under this
Section 8 shall be in addition to any liability which such Persons may otherwise
have to the Company. The remedies provided in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
an indemnified party at law or in equity.

     9. Participation in Underwritten Registrations. No Person may partici pate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements; provided, that no Holder of Registrable Securities included in any
underwritten registration pursuant to Section 3(a)(ii) or Section 4 hereof shall
be required to make any representations or warranties to the Company (in
connection with the registration of the Company's securities) or the
underwriters other than representations and warranties (a) as are ordinarily
given by a seller of securities with respect to such seller's authority to sell,
the enforceability of agreements against such seller, such seller's good title
in such securities and the interest in such securities to be acquired at closing
by the buyer of such securities, and (b) regarding such Holder and such Holder's
intended method of distribution; provided, further, that no Holder of
Registrable Securities included in any underwritten registration pursuant to
Section 3(a)(ii) or Section 4 hereof shall be required to provide any
indemnification or contribution agreements other than to the same extent
provided in Section 8.

     10. Rule 144 Reporting. With a view to making available to the holders of
Registrable Securities the benefits of certain rules and regulations of the SEC
which may permit the sale of the Registrable Securities to the public without
registra tion, the Company agrees to use its best efforts to:

          (a) make and keep current public information available, within the
     meaning of Rule 144 or any similar or analogous rule promulgated under the
     Securities Act, at all times after it has become subject to the reporting
     re quirements of the Exchange Act;


                                       24





          (b) file with the SEC, in a timely manner, all reports and other
     documents required under the Securities Act and Exchange Act (after it has
     become subject to such reporting requirements);

          (c) so long as any party hereto owns any Registrable Securities,
     furnish to such Person forthwith upon request a written statement as to its
     compliance with the reporting requirements of said Rule 144 (at any time
     commencing 90 days after the effective date of the first registration filed
     by the Company for an offering of its securities to the general public),
     the Securities Act and the Exchange Act (at any time after it has become
     subject to such reporting requirements); a copy of its most recent annual
     or quarterly report; and such other reports and documents as such Person
     may reasonably request in availing itself of any rule or regulation of the
     SEC allowing it to sell any such securities without registration; and

          (d) in connection with any sale, transfer or other disposition by any
     Holder of any Registrable Securities pursuant to Rule 144 promulgated under
     the Securities Act, cooperate with such holder to facilitate the timely
     preparation and delivery of certificates representing the Registrable
     Securities to be sold and not bearing any Securities Act legend, and enable
     certificates for such Registrable Securities to be for such number of
     shares and registered in such name as the selling Holders may reasonably
     request in writing no more than three (3) Business Days after any sale of
     Registrable Securities; provided, that, if requested by the Company, such
     Holder shall have furnished to the Company an opinion of counsel reasonably
     satisfactory to the Com pany and the Company's counsel that registration of
     such Registrable Securi ties under the Securities Act is not required.

     11. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally, mailed
by certified or registered mail, return receipt requested and postage prepaid,
or the day after sent if sent via a nationally recognized overnight courier, or
upon written confirmation if sent via facsimile to any recipient (other than
Travelers, to whom facsimile transmission shall not be a valid means of notice
under this Agreement). Such notices, demands and other communications will be
sent to the address indicated below:

                                       25






         To the Company:

         ARC IV REIT, Inc.
         c/o ARC Holdings LLC
         600 Grant Street, Suite 900
         Denver, Colorado  80203
         Telecopy:  (303) 294-0085
         Attention:  Scott L. Gesell, Esq.

         To the Subscribers:

         At the address or facsimile number set forth on Exhibit A hereto

         To the Original Investors:

         At the address or facsimile number set forth on Exhibit B hereto

         To the Reorganization Shareholders:

         At the address or facsimile number set forth on Exhibit C hereto

         To the Partnership Unit Holders:

         At the address or facsimile number set forth on Exhibit D hereto

         In each case, with copies to each of:

         Skadden, Arps, Slate, Meagher & Flom LLP
         Four Times Square
         New York, New York  10036
         Attention:  Fred B. White, III,  Esq.
         Facsimile No.:  (212) 735-2000


                                       26





         Hutchins, Wheeler & Dittmar,
         A Professional Corporation
         101 Federal Street
         Boston, Massachusetts  02110
         Attention:  James Westra, Esq.
         Attention:  Andrew M. Troop, Esq.
         Facsimile No.:  617-951-1295

         Paul, Hastings, Janofsky & Walker LLP
         75 East 55th Street
         New York, New York  10022
         Attention:  Frank T. Cannone, Esq.
         Facsimile No.:  (212) 319-4090

         Clifford Chance Rogers & Wells, LLP
         200 Park Avenue
         New York, New York  10166
         Attention: Larry P. Medvinsky, Esq.
         Facsimile No.:  (212) 878-8375

         Kirkland & Ellis
         Citicorp Center
         153 East 53rd Street
         New York, New York 10022-4675
         Attention:  Kirk Radke, Esq.
         Facsimile No.:  (212) 446-4900

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.

          12. Miscellaneous.

     (a) Other Registration Rights. The Company shall not grant to any holders
of Common Stock or other equity securities of the Company any demand or
piggyback registration rights with respect to any such securities that have
priority over the demand and piggyback registration rights set forth in this
Agreement, provided, however, that the Company may agree to effect one or more
"shelf" registrations of the Common Stock issuable upon redemption of any
Partnership Units, whether outstanding on the Effective Date or thereafter,
including the shelf

                                       27





registration statement contemplated by Section 8.8 of the ARC IV Partnership
Agreement.

     (b) No Inconsistent Agreements. The Company will not enter into any
agreement which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement.

     (c) Remedies. Any Person having rights under any provision of this
Agreement (including any Original Investor, Subscriber, Reorganization Share
holder or Partnership Unit Holder) will be entitled to enforce such rights
specifically to recover damages caused by reason of any breach of any provision
of this Agree ment and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.

     (d) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and the Holders of a majority of the Registrable
Securities (which for this purpose shall not include the Warrants but shall
include the shares of Common Stock underlying any outstanding Warrants), pro
vided, however, that any amendment or waiver of any provision of this Agreement
which adversely affects the rights of any party to this Agreement shall be
executed by each such party; provided further, however, that a grant by the
Company of demand and/or piggyback registration rights that do not have priority
over the demand and piggyback registration rights granted to the Holders
hereunder shall not be deemed to "adversely affect" the rights of any party to
this Agreement.

     (e) Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit
of their respective heirs, legal representatives, successors and assigns of the
parties hereto whether so expressed or not. In addition, whether or not any
express assignment has been made, the provisions of this Agreement which are for
the benefit of purchasers or Holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent Holder of Registrable Securities.

     (f) Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under

                                       28





applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

     (g) Counterparts. This Agreement may be executed simulta neously in two or
more counterparts, any one of which need not contain the signa tures of more
than one party, but all such counterparts taken together will constitute one and
the same Agreement.

     (h) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     (i) Recapitalizations, Exchanges Affecting the Registrable Securities. The
provisions of this Agreement shall apply, to the full extent set forth herein,
with respect to the Registrable Securities, to any and all shares of stock of
the Company or any successor or assign of the Company (whether by merger,
consolida tion, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution of the Registrable Securities, by reason of
a stock dividend, stock split, stock issuance, reverse stock split, combination,
recapitalization, reclassifica tion, merger, consolidation or otherwise. Upon
the occurrence of any of such events, amounts hereunder shall be appropriately
adjusted.

     (j) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
conflicts of law principles thereof.

     (k) Third Party Beneficiaries. Except with respect to the Partner ship Unit
Holders and the Original Investors, this Agreement is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.

                                    * * * * *

                                       29





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.



THOMAS H. LEE EQUITY                     THOMAS H. LEE FOREIGN
  FUND IV, L.P.                          FUND IV, L.P.


By:  THL Equity Advisors IV, LLC,        By:  THL Equity Advisors IV, LLC,
         its General Partner                      its General Partner

By:  Thomas H. Lee Partners, L.P.,       By:  Thomas H. Lee Partners, L.P.,
         its Managing Member                      its Managing Member

By:  Thomas H. Lee Advisors, LLC,        By:  Thomas H. Lee Advisors, LLC,
         its General Partner                      its General Partner

By:  /s/ Scott A. Schoen                 By:  /s/ Scott A. Schoen
     -------------------------                -------------------------
     Name:  Scott A. Schoen                   Name:  Scott A. Schoen
     Title: Principal Managing                Title: Principal Managing
            Director                                 Director







THOMAS H. LEE CHARITABLE                 THOMAS H. LEE INVESTORS
  INVESTMENTS LIMITED                      LIMITED PARTNERSHIP
  PARTNERSHIP
                                         By:  THL Investment Management
                                              Corp., its General Partner
By:  /s/ Thomas H. Lee
     -------------------------
     Name:  Thomas H. Lee
     Title: General Partner              By:  /s/ Scott A. Schoen
                                              -------------------------
                                              Name:  Scott A. Schoen
                                              Title:












THOMAS H. LEE FOREIGN
  FUND IV-B, L.P.



By: THL Equity Advisors IV, LLC,
        its General Partner

By: Thomas H. Lee Partners, L.P.,
        its Managing Member

By: Thomas H. Lee Advisors, LLC,
        its General Partner

By:  /s/ Scott A. Schoen
     -------------------------
     Name:  Scott A. Schoen
     Title: Principal Managing
            Director










THE TRAVELERS INDEMNITY
  COMPANY



By:  /s/ Thomas B. Karbowski
     -------------------------
     Name:  Thomas B. Karbowski
     Title: Principal Managing
            Director



































CAPITAL ARC HOLDINGS, LLC



By:  /s/ Michael Greene
     -------------------------
     Name:  Michael Greene
     Title: Partner























                                            NASSAU CAPITAL PARTNERS II, L.P.

                                            By:  /s/ Randall A. Hack
                                                 -------------------------
                                                 Name:  Randall A. Hack
                                                 Title: Member



                                            NASSAU CAPITAL FUNDS L.P.

                                            By:  /s/ Andrew K. Golden
                                                 -------------------------
                                                 Name:  Andrew K. Golden
                                                 Title: President, Princeton
                                                        University Investment
                                                        Company


                                            NAS PARTNERS I, L.L.C.


                                            By:  /s/ Randall A. Hack
                                                 -------------------------
                                                 Name:  Randall A. Hack
                                                 Title: Member











ARC IV REIT, INC.



By:  /s/ Scott L. Gesell
     -------------------------
     Name:  Scott L. Gesell
     Title: Vice President




















                       INDIVIDUAL INVESTOR SIGNATURE PAGE


                                     /s/ Albert F. Hummel
                                     --------------------------------
                                     ALBERT F. HUMMEL
                                     Executed by Scott D. Jackson on behalf of
                                     Albert F. Hummel pursuant to the Voting
                                     Agreement among Scott D. Jackson, Albert
                                     F. Hummel and others
                                     dated as of __________ __, 2002.


                                     MCMAHON INVESTMENT
                                        PARTNERSHIP, L.P.


                                     By:  /s/ T. Gordon McMahon
                                          ---------------------------
                                          Name:  T. Gordon McMahon
                                          Title: G.P.


                                     /s/ John Markham Green
                                     --------------------------------
                                     John Markham Green


                                     /s/ Gordon McMahon
                                     --------------------------------
                                     Gordon McMahon


                                     /s/ Eugene Mercy, Jr.
                                     --------------------------------
                                     Eugene Mercy, Jr.



                                     MERCY 1995 FAMILY TRUST


                                     By: /s/ Eugene Mercy, Jr.
                                         --------------------------------
                                         Name:  Eugene Mercy, Jr.
                                         Title: Trustee








                            MANAGEMENT SIGNATURE PAGE



                                        /s/ Matthew H. Briger
                                        ------------------------------
                                        Matthew H. Briger


                                        /s/ Scott L. Gesell
                                        ------------------------------
                                        Scott L. Gesell


                                        /s/ Scott D. Jackson
                                        ------------------------------
                                        Scott D. Jackson


                                        /s/ Stratton R. Smith
                                        ------------------------------
                                        Stratton R. Smith


                                        /s/ John G. Sprengle
                                        -----------------------------
                                        John G. Sprengle


                                        /s/ Scott Vanderhoofven
                                        -----------------------------
                                        Scott Vanderhoofven


                                        /s/ Nicholas Campbell
                                        -----------------------------
                                        Nicholas Campbell


                                        /s/ R. Haynes Chidsey
                                        -----------------------------
                                        R. Haynes Chidsey










                                    Exhibit A


Thomas H. Lee Equity Fund IV, L.P.        Thomas H. Lee Foreign Fund IV, L.P.
c/o Thomas H. Lee Company                 c/o Thomas H. Lee Company
75 State Street, Suite 2600               75 State Street, Suite 2600
Boston, Massachusetts  02109              Boston, Massachusetts  02109
Telecopy:  (617) 227-3514                 Telecopy:  (617) 227-3514
Attention: Todd Abbrecht                  Attention: Todd Abbrecht

Thomas H. Lee Charitable Investments      Thomas H. Lee Investors Limited
  Limited Partnership                       Partnership
c/o Thomas H. Lee Company                 c/o Thomas H. Lee Company
75 State Street, Suite 2600               75 State Street, Suite 2600
Boston, Massachusetts  02109              Boston, Massachusetts  02109
Telecopy:  (617) 227-3514                 Telecopy: (617) 227-3514
Attention: Todd Abbrecht                 Attention: Todd Abbrecht

Thomas H. Lee Foreign Fund IV-B, L.P.     The Travelers Indemnity Company
c/o Thomas H. Lee Company                 205 Columbus Blvd., 9PB
75 State Street, Suite 2600               Hartford, Connecticut 06083-2030
Boston, Massachusetts  02109              Attention: Real Estate Department,
Telecopy:  (617) 227-3514                            David Colangelo
Attention: Todd Abbrecht                             Investment No.: 12809

Capital ARC Holdings, LLC
c/o UBS Capital
299 Park Avenue
New York, New York  10171
Telecopy.: (212) 821-6333
Attention:  Michael Greene











                                    Exhibit B
                                   (ATTACHED)



















                                    EXHIBIT C


Nassau Capital Partners II, L.P.               Scott D. Jackson
c/o Nassau Capital Funds, L.P.                 185 S. Elm Street
22 Chambers Street                             Denver, CO 80246
Princeton, NJ 08542
Attention:  Robert L. Honstein
Facsimile No.:  (609) 924-8887

Nassau Capital Funds L.P.                      John G. Sprengle
22 Chambers Street                             1727 E. Sunset Ridge Road
Princeton, NJ 08542                            Highlands Ranch, CO 80126
Attention:  Robert L. Honstein
Facsimile No.:  (609) 924-8887

NAS Partners I, L.L.C.                         Matthew H. Briger
c/o Nassau Capital Funds, L.P.                 517 Garfield Street
22 Chambers Street                             Denver, CO 80206
Princeton, NJ 08542
Attention:  Robert L. Honstein
Facsimile No.:  (609) 924-8887

John Markham Green                             Scott L. Gesell
15 East 91st Street, Apt.  10A                 1685 Muirfield Lane
New York, NY 10028                             Evergreen, CO 80439


Eugene Mercy, Jr.                              Stratton R. Smith
1111 Park Avenue                               778 13th Street
New York, NY 10128                             Boulder, CO 80302


                                       C-1






McMahon Investment Partnership, L.P.             R. Haynes Chidsey
c/o T. Gordon McMahon                            1435 Wazee Street #403
350 E. 79th Street, Apt. 37B                     Denver, CO 80202
New York, NY 10021-9209


Albert F. Hummel                                 Nicholas Campbell
P.O. Box 3407                                    77 Falcon Hills Drive
Rancho Santa Fe, CA 92067                        Highlands Ranch, CO 80126


Mercy 1995 Family Trust                          Scott Vanderhoofven
c/o Eugene Mercy, Jr.                            4453 W. Hinsdale Avenue
1111 Park Avenue                                 Littleton, CO 80128
New York, NY 10128-1234


Loyd I. Rinehart
8321 Fourth Street
Lubbock, TX 79416



                                       C-2





                                    EXHIBIT D


511 EQUITIES CORPORATION
C/O RACHEL KULUVA
590 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NY  10036
PHONE:  (212) 403-2916

ANDREW AND ELAINE PESKY
10 EAST 53RD STREET
NEW YORK, NY  10022
PHONE:  (212) 889-6969

ARC II INVESTOR
CHARLES A. DAVIS
MARSH & MCCLENNAN RISK CAPITAL CORP.
20 HORSENECK LANE
GREENWICH, CT  06830

ARC VENTURES
C/O GREG GREEN
2911 TURTLE CREEK BLVD., STE. 1240
DALLAS, TX  75219-6252
PHONE:  (214) 522-8292

ARNO P. NIEMAND
777 - 15TH STREET
BOULDER, CO  80302
PHONE:  (303) 938-6866

BRITTANY RIDGE INVESTMENT PARTNERS, L.P
C/O JOHN J. OROS
280 HIGHLAND AVENUE
RIDGEWOOD, NJ  07450-4004
PHONE:  (201) 445-5066

BRUCE V. RAUNER
GTCR GOLDER RAUNER L.L.C.
6100 SEARS TOWER
CHICAGO, IL  60606
PHONE:  (847) 256-9018

CURTIS S. LANE
135 CENTRAL PARK WEST
NEW YORK, NY  10023
PHONE:  (212) 887-2113


                                       D-1






DANIEL J. SULLIVAN JR.
141 FOREST STREET
WELLESLEY, MA  02181
PHONE:  (617) 237-5507

DAVID LURIE
1050 FIFTH AVENUE
NEW YORK, NY  10028
PHONE:  (212) 427-3855

DAVID N. ROBERTS
ANGELO GORDON & CO.
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY  10167
PHONE:  (212) 692-2025

DAVID S. KRIVITSKY
220 EAST 72ND STREET, #26F
NEW YORK, NY  10021
PHONE:  (212) 794-2002

DEAN R. O'HARE
370 LAKE ROAD
FAR HILLS, NJ  07931

DEBORAH ROBERTS
515 WEST END AVENUE
NEW YORK, NY  10024
PHONE:  (212) 362-2323

DELANEY INVESTMENT PARTNERS LIMITED
C/O MIKE DELANEY
BCRS ASSOCIATES
67 WALL STREET
NEW YORK, NY  10005
PHONE:  (561) 747-1257

DENNIS AND CYNTHIA SUSKIND
136 E. 79TH ST. APT. 9
NEW YORK, NY  10021
PHONE:  (212) 472-9408

DONALD R.GANT
YOUNGS ROAD
NEW VERNON, NJ  07976
PHONE:  (212) 902-6202


                                       D-2






EDGELL STREET PARTNERS
C/O JAMES HARASIMOWICZ
210 CENTRAL PARK SOUTH #24B
NEW YORK, NY  10019
PHONE:  (212) 262-9697

EDWARD DUNAY
300 EAST 57TH ST., APT. 12D
NEW YORK, NY  10022
PHONE:  (212) 838-7563

EUGENE ATKINSON
RIPPLEWOOD HOLDINGS INC.
1 ROCKEFELLER CENTER, 32ND FLOOR
NEW YORK, NY  10020
PHONE:  (212) 218-2772

EUGENE MERCY, JR.
1111 PARK AVENUE
NEW YORK, NY  10128
PHONE:  (212) 407-3334

FARMER FAMILY TRUST
JOHN R. FARMER & TAWNA B. FARMER
TRUSTEES
2 MORRISON ROAD
P.O. BOX 1405
ROSS, CA  94957
PHONE:  (415) 456-3843

FAWPEAS L.P.
 ALAN D. & WENDY PESKY
59 EAST 54TH STREET, SUITE 42
NEW YORK, NY  10022
PHONE:  (212) 339-7745

FERN K. HURST
1060 FIFTH AVENUE
NEW YORK, NY  10128

FREDERICK GARONZIK
GOLDMAN SACHS
85 BROAD STREET
NEW YORK, NY  10004
PHONE:  (212) 902-8717


                                       D-3




GAMCO INVESTORS, INC.
MARIO J. GABELLI
GABELLI GROUP CAPITAL PARTNERS, INC.
ONE CORPORATE CENTER
RYE, NY  10580
PHONE:  (914) 921-5145

GARY D. AND KAREN A. ROSE
TRUSTEES FOR THE BENEFIT OF ADAM JAMES ROSE
AND ALEXANDER MARK ROSE
24 DRYDEN TERRACE
SHORT HILLS, NJ  07078
PHONE:  (212) 902-6114

GRANITE CAPITAL, L.P
C/O LLOYD MOSKOWITZ
126 E. 56TH STREET, 25TH FLOOR
NEW YORK, NY  10022
PHONE:  (212) 407-3344

GRANTOR TRUST FOR DANA E. TANG
C/O OSCAR TANG
NEW ENGLAND INVESTMENT CO.
600 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY  10020
PHONE:  (212) 830-5301

GRANTOR TRUST FOR KEVIN C. TANG
C/O OSCAR TANG
NEW ENGLAND INVESTMENT CO.
600 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY  10020
PHONE:  (212) 830-5301

GRANTOR TRUST FOR KRISTIN A. TANG
C/O OSCAR TANG
NEW ENGLAND INVESTMENT CO.
600 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY  10020
PHONE:  (212) 830-5301


                                       D-4




GRANTOR TRUST FOR TRACY L. TANG
C/O OSCAR TANG
NEW ENGLAND INVESTMENT CO.
600 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY  10020
PHONE:  (212) 830-5301

GREGORY STEPHEN PESKY
5344 JAMES AVENUE SOUTH
MINNEAPOLIS, MN  55419
PHONE:  (212) 339-7745

HEIDI PESKY WORCESTER
40 BLOOD STREET
LYME, CT  06371
PHONE:  (860) 434-6052

HENRY BARKHORN
1095 PARK AVENUE
NEW YORK, NY  10128
PHONE:  (212) 313-2491

HOWARD SILVERSTEIN
895 PARK AVENUE, APT. 9C
NEW YORK, NY  10021
PHONE:  (212) 902-6102

HOWARD P. BERKOWITZ
65 EAST 55TH STREET, 30TH FLOOR
NEW YORK, NY  10022
PHONE:  (212) 664-0990

INDIAN CREEK PARTNERS, LP
C/O DAVID C. CLAPP
GOLDMAN SACHS & CO.
85 BROAD STREET, 29TH FLOOR
NEW YORK, NY  10004
PHONE:  (212) 902-6445

INDOSUEZ ARC PARTNERS
C/O MICHAEL WALSH, ESQ.
666 THIRD AVENUE
NEW YORK, NY  10017
PHONE:  (646) 658-2000


                                       D-5




IRVING AND CAROL YOSKOWITZ
11517 HIGHLAND FARM ROAD
POTOMAC, MD  20854
PHONE:  (212) 902-0101

J.  RUSSELL BELLAMY
3504 DREXEL DRIVE
DALLAS, TX  75205
PHONE:  (214) 855-1060

JAMES E. HUNT
1111 PARK AVENUE
NEW YORK, NY 10128
PHONE: (212) 758-2800

JOANNE D. CORZINE
25 LENOX ROAD
SUMMIT, NJ 07901
PHONE: (212) 902-8281

JOEL AND HELEN PORTUGAL
30 E. 72ND STREET
NEW YORK, NY 10021
PHONE: (212) 744-0930

JOHN A. ROBERDS
ODYSSEY DIGITAL PRINTING
6935-A EAST 38TH
TULSA, OK 74 145
PHONE: (918) 660-0492

JOHN G. DUFFY
415 CRESTWOOD AVENUE
CRESTWOOD, NY 10707
PHONE: (212) 323-8300

JOHN MARKHAM GREEN
15 EAST 91ST STREET, APT. 10A
NEW YORK, NY 10028
PHONE: (212) 902-5240

JOSEPH E. ROBERT JR.
1288 BALLANTRAE FARM DRIVE
MACLEAN, VA 22101
PHONE: (703) 506-0560


                                       D-6




JOSEPH ELLIS
GOLDMAN SACHS
530 EAST 86TH STREET
NEW YORK, NY 10028
PHONE: (212) 902-6766

JOSEPH P. AND BEATRICE L. RICCARDO
311 SWEETBRIAR COURT
FRANKLIN LAKES, NJ 07417

JUDITH BERKOWITZ
C/O HPB ASSOCIATES, L.P.
65 EAST 55TH STREET, 30TH FLOOR
NEW YORK, NY 10022
PHONE: (212) 664-0990

KATHRYN BRIGER
200 EAST 65TH STREET
200 EAST 65TH STREET
PHONE: (212) 339-2824

KENDRICK R. WILSON III
161 CANTITOE ROAD
KATONAH, NY 10536
PHONE: (212) 902-8655

LAURA T. TRAPHAGEN
HA' PENNY HOUSE
VAN BEUREN ROAD
MORRISTOWN, NJ 07960
PHONE: (973) 455-0666

LAWRENCE E. AND VALERIE C. UHL
1370 OLD MILL ROAD
SAN MARINO, CA 91 108

LEWIS M. EISENBERG
GRANITE CAPITAL INTERNATIONAL GROUP
126 E. 56TH STREET, 25TH FLOOR
NEW YORK, NY 10022
PHONE: (212) 407-3338

MARY KONG
375 S. END AVE #30E
NEW YORK, NY 10280
PHONE: (212) 306-1364


                                       D-7




MCMAHON INVESTMENT PARTNERS, L.P.
C/O T. GORDON MCMAHON
350 E. 79TH STREET, APT. 37B
NEW YORK, NY 10021 -9209
PHONE: (212) 407-5277

MERCY FOUNDATION
C/O EUGENE MERCY, JR.
1111 PARK AVENUE
NEW YORK, NY 10128-1234
PHONE: (212) 407-3334

MICHAEL AINSLIE
415 SEA SPRAY AVENUE
PALM BEACH, FL 33480
PHONE: (203) 86 1-6635

MICHAEL J. MOSS
258 SOUNDVIEW AVENUE
WHITE PLAINS, NY 10606
PHONE: (914) 694-5851

MOBILECOURT PARTNERS I
C/O IRV FLINN, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY 10004
PHONE: (212) 558-3922

MOBILECOURT PARTNERS II
C/O IRV FLINN, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY 10004
PHONE: (212) 558-3922

MOBILECOURT PARTNERS III
C/O IRV FLINN, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY 10004
PHONE: (212) 558-3922


                                       D-8






NTP PARTNERS
ANTHONY ITTLESON
C/O HENNAN HOLDING CORP.
111 GREAT NECK ROAD
NEW YORK, NY 11021
PHONE: (212) 838-7557

OSCAR L. TANG
NEW ENGLAND INVESTMENT CO.
600 FIFTH AVENUE, 8TH FLOOR
NEW YORK, NY 10021
PHONE: (212) 830-5301

PARK PARTNERS II
C/O MARC WOLINSKY
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
PHONE: (212) 403-1226

PETER FAHEY
GOLDMAN, SACHS & CO.
85 BROAD STREET, 2ND FLOOR
NEW YORK, NY 10004
PHONE: (516) 883-8584

PETER L. BRIGER
FORTRESS INVESTMENT GROUP
1301 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY 10019

QUIDNET INVESTMENT PARTNERS, L.P.
C/O ALAN A. SHUCH
MANAGING GENERAL PARTNER
145 FOREST DRIVE
SHORT HILLS, NJ 07078
PHONE: (973) 379-6979


                                       D-9






RICHARD D. REISS JR. AND BONNIE REISS,
JTWROS
100 1 PARK AVENUE
NEW YORK, NY 10028
PHONE: (212) 536-9720

RICHARD T. PRATT
1694 SOUTH MOHAWK WAY
SALT LAKE CITY, UT 84108

RICHARD W. & CATHERINE E. HERBST
12 GAP VIEW ROAD
SHORT HILLS, NJ 07078
PHONE: (212) 339-0160

ROBERT CENCI
45 OVERLOOK DRIVE
GREENWICH, CT 06830
PHONE: (203) 625-9376

ROBERT E. MNUCHIN
218 NETTLETON HOLLOW ROAD
WASHINGTON, CT 06793
PHONE: (203) 868-9466

ROBERT J. HURST
GOLDMAN SACHS & CO.
85 BROAD STREET, 30TH FLOOR
NEW YORK, NY 10004
PHONE: (212) 902-5262

ROBERT L. CALLENDER, REVOCABLE TRUST
201 SOMERSET AVENUE
SOUTHAMPTON, NY 11968
PHONE: (631) 283-7210

ROBERT N. DOWNEY
GOLDMAN SACHS & CO.
85 BROAD STREET, 2ND FLOOR
NEW YORK, NY 10004
PHONE: (212) 902-6407

ROBERT YEDID
PELHAM AVENUE
SANDS POINT, NY 11050


                                      D-10




ROSS E. TRAPHAGEN
VAN BEUREN ROAD
MORRISTOWN, NJ 07960
PHONE: (407) 546-72 10

ROY ANDERES
60 CULVER STREET
SOUTHAMPTON, NY 11968

SALLY GORDON
1080 FIFTH AVENUE, APT. 14B
NEW YORK, NY 10128

STEVEN MALKENSON
17 WEST 67TH STREET, #9F
NEW YORK, NY 10023
PHONE: (212) 874-6764

SUSAN MERCY
1111 PARK AVE
NEW YORK, NY 10128
PHONE: (212) 407-3334

TANAVON CORPORATION
C/O OSCAR TANG
600 FIFTH AVENUE, 8TH FLOOR
NEW Y ORK, NY 10021
PHONE: (212) 830-5301

THOMAS I. UNTERBERG
C.E. UNTERBERG, TOWBIN
350 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10017
PHONE: (212) 389-8005

THOMAS MENDELL
J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS
NEW YORK, NY 10020-0180
PHONE: (212) 899-3448
EMAIL: TOM.MENDELL@CHASECAPITAL.COM


                                      D-11




THOMAS RHODES
C/O NATIONAL REVIEW
215 LEXINGTON AVENUE, 4TH FLOOR
NEW YORK, NY 10016
PHONE: (212) 213-9380

TODD AND GRETCHEN ZELEK
2000 ASHBOURNE DRIVE
S. PASADENA, CA 91030
PHONE: (213) 362-2550

TODD J. ZELEK
2000 ASHBOURNE DRIVE
S. PASADENA, CA 91030
PHONE: (213) 362-2550

TRUST FOR BENEFIT OF GREGORY S. PESKY
C/O A.D. PESKY COMPANY
437 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY 10022
PHONE: (212) 339-7745

TRUST FOR BENEFIT OF HEIDI PESKY WORCESTER
C/O A.D. PESKY COMPANY
437 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY 10022
PHONE: (212) 339-7745

VICTOR WRIGHT
GOLDMAN, SACHS & CO.
ONE NEW YORK PLAZA, 45TH FLOOR
NEW YORK, NY 10004
PHONE: (212) 902-0101

WALTER HARRISON III
GRANITE CAPITAL
126 E. 56TH STREET, 25TH FLOOR
NEW YORK, NY 10022
PHONE: (212) 407-3338

WATCHUNG ROAD ASSOCIATES, L.P.
ATTN: LEON COOPERMAN
45 WATCHUNG ROAD
SHORT HILLS, NJ 07078
PHONE: (201) 379-6282


                                      D-12





WILLIAM H. INGRAM AND CATHY M. BRIENZA
C/O SUTTON CAPITAL ASSOCIATES, INC.
ONE ROCKEFELLER PLAZA, SUITE 3300
NEW YORK, NY 10020-2
PHONE: (212) 218-4351 102

WILLIAM INGRAM
SUTTON CAPITAL ASSOCIATES, INC.
ONE ROCKEFELLER PLAZA, SUITE 3300
NEW YORK, NY 10020-2 102
PHONE: (212) 218-4351

WILLIAM MALKENSON
PMB #442
4132 S. RAINBOW BLVD.
LAS VEGAS, NV 89103
PHONE: (702) 247-9047







                                      D-13