STOCKHOLDERS AGREEMENT

                                      among

                     CYPRESS MERCHANT BANKING PARTNERS L.P.,

                               CYPRESS GOLF LTD.,

                   CYPRESS MERCHANT BANKING PARTNERS II L.P.,

                              CYPRESS GOLF C.V. LTD.,

                          55TH STREET PARTNERS II L.P.,

                                 CLUBCORP, INC.,

                             ROBERT H. DEDMAN, SR.,

                             ROBERT H. DEDMAN, JR.,

                             PATRICIA DEDMAN DIETZ,

                             THE DEDMAN FOUNDATION,

                     THE ROBERT AND NANCY DEDMAN FOUNDATION,

                   THE TRUSTEES OF THE ROBERT DEDMAN TRUST #1,

                   THE TRUSTEES OF THE ROBERT DEDMAN TRUST #2,

                    THE TRUSTEES OF THE NANCY DEDMAN TRUST #1

                                       and

                    THE TRUSTEES OF THE NANCY DEDMAN TRUST #2


                          dated as of December 1, 1999

<PAGE>
<TABLE>
<CAPTION>


<S>           <C>
ARTICLE I     DEFINITIONS
Section 1.1   Certain Defined Terms
Section 1.2   Other Defined Terms
Section 1.3   Other Definitional Provisions

ARTICLE II    TRANSFER OF COMMON SHARES
Section 2.1   Restrictions on Transfer
Section 2.2   Tag-Along Rights
Section 2.3   Drag-Along Rights
Section 2.4   Transferees
Section 2.5   Compliance with Transfer Provisions

ARTICLE III   EQUITY PURCHASE RIGHTS
Section 3.1   Equity Purchase Rights
Section 3.2   Equity Repurchase Program

ARTICLE  IV   REGISTRATION RIGHTS
Section 4.1   Demand Registrations
Section 4.2   Piggyback Registrations
Section 4.3   Registration Procedures
Section 4.4   Registration Expenses
Section 4.5   Limitations on Sale or Distribution of Other Securities
Section 4.6   Company Right to Postpone Registration
Section 4.7   No Required Sale
Section 4.8   Indemnification
Section 4.9   Contribution
Section 4.10  Rule 144

ARTICLE V    CORPORATE GOVERNANCE
Section 5.1   Board Representation
Section 5.2   Committees
Section 5.3   Consents Rights
Section 5.4   Voting on Certain Matters
Section 5.5   Restrictions on Other Agreements
Section 5.6   Financial and Other Information
Section 5.7   Board Procedures
Section 5.8   Cooperation
Section 5.9   Investments

ARTICLE VI    IPO RECAPITALIZATION
Section 6.1   Agreement to Effect Recapitalization

ARTICLE VII   REPRESENTATIONS AND WARRANTIES
              OF CERTAIN STOCKHOLDERS
Section 7.1   Organization
Section 7.2   Authority
Section 7.3   Non-Contravention
Section 7.4   Consents and Approvals

ARTICLE VIII  MISCELLANEOUS
Section 8.1   Conflicting Agreements
Section 8.2   Termination
Section 8.3   Legend
Section 8.4   Further Assurances
Section 8.5   Amendment and Waiver
Section 8.6   Severability
Section 8.7   Effective Date
Section 8.8   Entire Agreement
Section 8.9   Successors and Assigns
Section 8.10  Counterparts
Section 8.11  Remedies
Section 8.12  Notices
Section 8.13  Governing Law; Consent to Jurisdiction
Section 8.14  Interpretation
</TABLE>



                             STOCKHOLDERS AGREEMENT


          Stockholders  Agreement  dated  as  of  December 1, 1999 among Cypress
Merchant Banking Partners L.P., a Delaware limited partnership ("CMBP"), Cypress
Golf  Ltd.,  a  Cayman  Islands  corporation  ("GOLF"), Cypress Merchant Banking
Partners  II L.P., a Delaware limited partnership ("CMBP II"), Cypress Golf C.V.
Ltd.,  a Cayman Islands corporation ("GOLF CV"), 55th Street Partners II L.P., a
Delaware  limited partnership ("55th  Street" and together with CMBP, GOLF, CMBP
II  and  GOLF  CV,  the  "Investor  Stockholders"),  ClubCorp,  Inc., a Delaware
corporation  (the  "Company"),  and  Rachael Dedman, Robert H. Dedman, Jr., Mark
Dietz,  Patricia  Dedman Dietz, Jerry W. Dickenson, Brad Kelly, Levan Kelly, Jim
Maser,  Melinda Mercer and Jim Mertz, as trustees of the Robert Dedman Trust #1,
an  inter  vivos  trust  established  under the laws of the State of Texas by an
indenture  made  and  entered  on  December  6,  1969, Rachael Dedman, Robert H.
Dedman,  Jr., Mark Dietz, Patricia Dedman Dietz, Jerry W. Dickenson, Brad Kelly,
Levan  Kelly, Jim Maser, Melinda Mercer and Jim Mertz, as trustees of the Robert
Dedman Trust #2, an inter vivos trust established under the laws of the State of
Texas  by  an  indenture  made  and entered on December 6, 1969, Rachael Dedman,
Robert  H.  Dedman,  Jr., Mark Dietz, Patricia Dedman Dietz, Jerry W. Dickenson,
Brad Kelly, Levan Kelly, Jim Maser, Melinda Mercer and Jim Mertz, as trustees of
the  Nancy  Dedman  Trust #1, an inter vivos trust established under the laws of
the State of Texas by an indenture made and entered on December 6, 1969, Rachael
Dedman,  Robert  H.  Dedman,  Jr.,  Mark  Dietz, Patricia Dedman Dietz, Jerry W.
Dickenson,  Brad Kelly, Levan Kelly, Jim Maser, Melinda Mercer and Jim Mertz, as
trustees  of  the  Nancy Dedman Trust #2, an inter vivos trust established under
the  laws  of the State of Texas by an indenture made and entered on December 6,
1969,  The  Dedman  Foundation,  a  Texas non-profit corporation, The Robert and
Nancy  Dedman Foundation, a Texas non-profit corporation, Robert H. Dedman, Sr.,
Robert  H.  Dedman,  Jr.  and  Patricia  Dedman Dietz (collectively, the "Dedman
Stockholders").

          Whereas,  CMBP,  CMBP  II, 55th Street, Cypress Offshore Partners L.P.
("COP"),  Cypress Merchant Banking II C.V. ("CMBCV"), the Company and certain of
the  Dedman  Stockholders have entered into a Stock Purchase Agreement, dated as
of  October  26,  1999  (the  "Stock Purchase Agreement"), (and COP and GOLF and
CMBCV  and GOLF CV have entered into Assignment Agreements pursuant to which COP
and  CMBCV have assigned their respective rights and obligations under the Stock
Purchase  Agreement  to  GOLF  and GOLF CV, respectively), pursuant to which the
Investor  Stockholders will purchase (i) 9,375,000 newly issued shares of Common
Stock  (as  hereinafter defined) and 1,012,500 warrants to purchase Common Stock
from  the  Company for an aggregate purchase price of $150 million (and, subject
to  certain  conditions  as set forth in the Stock Purchase Agreement), up to an
additional 4,687,500 newly issued shares of Common Stock and 337,500 warrants to
purchase  shares of Common Stock) and (ii) 4,687,500 shares of Common Stock from
certain  of  the  Dedman  Stockholders  for  an  aggregate purchase price of $75
million;  and

          Whereas,  the parties hereto desire to enter into certain arrangements
relating  to  the  Company,  to  be  effective  as  of  the  First  Closing.

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as  follows:


                                    ARTICLE I

                                   DEFINITIONS

          SECTION  1.1.  Certain  Defined  Terms.  As used herein, the following
terms  shall  have  the  following  meanings:

          "Active Investment" means an investment in a Person where the investor
or  its  Affiliates have any of (i) the right to appoint a director (in the case
of a corporation) or similar control person (in the case of other organizations)
of such Person or (ii) the right, other than through voting of capital stock, to
control  such  Person.

          "Affiliate"  means,  with respect to any Person, any other Person that
directly,  or  indirectly  through  one  or  more  intermediaries,  controls, is
controlled  by  or  is  under common control with, such specified Person, for so
long  as  such  Person  remains  so  associated  to  the  specified  Person.

          "Agreement"  means  this Stockholders Agreement, as it may be amended,
supplemented,  restated  or  modified  from  time to time in accordance with the
terms  hereof.

          "beneficial  owner"  or  "beneficially own" has the meaning given such
term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of
Common  Stock  or  Voting  Securities shall be calculated in accordance with the
provisions  of  such  Rule;  provided, however, that for purposes of determining
beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of
any  security  which  may  be  acquired by such Person whether within 60 days or
thereafter,  upon the conversion, exchange or exercise of any warrants, options,
rights  or  other  securities and (ii) no Person shall be deemed to beneficially
own  any  security  solely  as  a  result  of  such  Person's  execution of this
Agreement.

          "Best  IPO  Efforts"  means  (irrespective of market conditions or the
actions  of  third  parties)  (i)  preparing  and  filing  with the Commission a
registration  statement  for  an  Initial Public Offering in accordance with the
advice  of  an Independent Investment Banking Firm and other professionals, (ii)
using  best  efforts  to  resolve  any  and  all  comments  on such registration
statement  of the staff of the Commission, (iii) using best efforts to obtain an
order  of  the  Commission declaring such registration statement effective, (iv)
selling the Common Stock registered on such registration statement in accordance
with  the  method  of  distribution stated therein and (v) using best efforts to
have  such  shares  of  Common Stock listed on a national securities exchange or
quoted  on  the  Nasdaq  or  National Market System; provided that if an Initial
Public  Offering  shall have been completed, Best IPO Efforts shall be deemed to
have  been  used  for  each  required  period.

          "Board"  means  the  Board  of  Directors  of  the  Company.

          "Business  Day" shall mean any day that is not a Saturday, a Sunday or
other  day  on which banks are required or authorized by law to be closed in The
City  of  New  York  or  in  Dallas,  Texas.

          "By-Laws"  means  the By-Laws of the Company, as in effect on the date
hereof  and  as the same may be amended, supplemented or otherwise modified from
time  to time in accordance with the terms thereof, the terms of the Certificate
of  Incorporation  and  the  terms  of  this  Agreement.

          "Capital Stock" means, with respect to any Person at any time, any and
all  shares, interests, participations or other equivalents (however designated,
whether  voting  or non-voting) of capital stock, partnership interests (whether
general  or  limited)  or  equivalent  ownership  interests in or issued by such
Person.

          "Capitalized  Lease  Obligations"  means  all  of  the portions of any
obligation  of  the  Company  or any of its Subsidiaries as lessee under a lease
which  at the time would be required to be capitalized on a balance sheet of the
Company  or  such  Subsidiary  prepared  in  accordance  with  GAAP.

          "Certificate  of Incorporation" means the Certificate of Incorporation
of  the Company, as in effect on the date hereof and as the same may be amended,
supplemented  or  otherwise  modified  from  time to time in accordance with the
terms  thereof  and  the  terms  of  this  Agreement.

          "Charitable  or  Non-Profit  Entity"  means  any  trust,  corporation,
partnership or other entity described under Sections 170(c), 2055(a) and 2522(a)
of  the  Internal  Revenue  Code  of  1986,  as  amended.

          "Commission"  means  the  Securities  and Exchange Commission, and any
successor  commission  or  agency  having  similar  powers.

          "Common  Stock"  means  the common stock, par value $.01 per share, of
the Company and (i) any securities issued in respect thereof, or in substitution
therefor,  in  connection  with any stock split, dividend or combination, or any
reclassification,  recapitalization,  merger,  consolidation,  exchange or other
similar  reorganization  and  (ii)  in  the  event  the  Company  effects  the
Recapitalization as contemplated by Section 6.1 of this Agreement both the Class
A Common Stock and the Class B Common Stock and any securities issued in respect
thereof  or  in  substitution  therefor  as  contemplated  by  clause  (i).

          "Company Competitor" means any Person that (i) is primarily engaged in
the  ownership  or  operation  of  any  daily fee or semi-private golf course or
golf-related  private club  or (ii) is listed on Schedule 5.9 to this Agreement,
for  so  long  as  such Person, taken as a whole, continues to be engaged in the
ownership  or  operation  of  golf-related  facilities to substantially the same
extent  as  on  the  date  of  this  Agreement.

          "Consent Right" means each of the matters enumerated in Section 5.3 of
this  Agreement  which  require the prior written consent of one of the Investor
Stockholders  (or  a  Permitted  Transferee  of  an  Investor Stockholder who is
controlled by such Investor Stockholder) before they can be authorized, effected
or  validated.

          "Control"  (including  the  terms  "controlled  by"  and "under common
control  with"),  with  respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause  the  direction  of the affairs or management of a Person, whether through
the  ownership  of  voting  securities,  as  trustee or executor, by contract or
otherwise.

          "Dedman  Stockholder  Group"  means  the Dedman Stockholders and their
Permitted  Transferees.

          "Director"  means  any  member  of  the  Board.

          "EBITDA"  means, for any period, determined in accordance with GAAP on
a consolidated basis for the Company and its Subsidiaries, the sum of (a) Pretax
Net  Income  (excluding  therefrom, to the extent included in determining Pretax
Net Income, (i) any items of extraordinary gain, including net gains on the sale
of  assets  other  than asset sales in the ordinary course of business, and (ii)
equity  in  joint venture net income, and adding thereto, to the extent included
in determining Pretax Net Income, any items of extraordinary loss, including net
losses  on  the  sale of assets other than asset sales in the ordinary course of
business),  plus  (b)  depreciation  and amortization, plus (c) interest expense
(including  but  not  limited  to interest expense pursuant to Capitalized Lease
Obligations),  plus (d) to the extent included in determining Pretax Net Income,
non-recurring, non-cash charges, minus (e) to the extent included in determining
Pretax  Net  Income, non-recurring credits, plus (f) cash distributions received
from  any  Person  the  financial results of which are not consolidated with the
financial  results  of  the  Company  pursuant  to  GAAP.

          "Equity  Securities"  means any and all shares of Capital Stock of the
Company,  securities  of the Company convertible into, or exchangeable for, such
shares,  and  options,  warrants  or  other  rights  to  acquire  such  shares.

          "ESOP"  means The ClubCorp Employee Stock Ownership Plan, effective as
of  January  1,  1999,  as  in  effect  on  the  date  hereof.

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended.

          "Expenses"  means  any  and  all  fees  and  expenses  incident to the
Company's  performance  of  or  compliance with its obligations under Article IV
(other  than internal expenses incurred by the Company including the services of
the  Company's  executives  and  legal  department),  including: (i) listing and
filing  fees of the Commission or any stock exchange registration, (ii) fees and
expenses  of  compliance with state and provincial securities or "blue sky" laws
and  in  connection  with  the  preparation  of  a  "blue sky" survey, including
reasonable  fees  and expenses of "blue sky" counsel, (iii) printing and copying
expenses,  (iv)  messenger  and  delivery  expenses,  (v)  expenses  incurred in
connection  with  any road show (including the reasonable out-of-pocket expenses
of  the  Investor  Stockholders), (vi) fees and disbursements of counsel for the
Company,  (vii)  with  respect  to  each  registration,  the reasonable fees and
disbursements not in excess of $100,000 of one counsel for the selling Holder(s)
(selected  by the Initiating Holder, in the case of a Demand Registration, or by
the  Requisite  Percentage  of Participating Holders, in the case of a Piggyback
Registration,  and in each case consented to by the Company, which consent shall
not  be  unreasonably  withheld), (viii) fees and disbursements of the Company's
independent public accountants (including the expenses of any audit and/or "cold
comfort"  letter)  and (ix) any other fees and disbursements of underwriters, if
any,  customarily  paid  by  issuers  of  securities.

          "Fair Market Value" means, as to any securities or other property, the
cash  price  at  which a willing seller would sell and a willing buyer would buy
such  securities  or  property in an arm's-length negotiated transaction without
time  constraints.

          "First  Closing"  has  the  meaning ascribed to such term in the Stock
Purchase  Agreement.

          "Formula Price" means the Fair Market Value of a share of Common Stock
as  determined  in  good faith from time to time by the Board after consultation
with  an  Independent  Investment  Banking  Firm.

          "Foundation  Stockholders"  means The Dedman Foundation and The Robert
and  Nancy  Dedman  Foundation.

          "Fully-Diluted  Basis"  with  respect  to  the  Common Stock means the
number of shares of Common Stock which are issued and outstanding at the date of
determination plus the number of shares of Common Stock issuable pursuant to any
securities  (other  than  Common  Stock),  rights  or  options then outstanding,
convertible  into or exercisable for (whether or not subject to contingencies or
passage  of  time,  or  both),  Common  Stock.

          "GAAP"  means  generally  accepted  accounting principles applied on a
consistent  basis,  set forth in the Opinions of the Accounting Principles Board
of  the  American Institute of Certified Public Accountants, or their successors
which  are  applicable  in  the  circumstances  as of the date in question.  The
requirement  that  such  principles  be applied on a consistent basis shall mean
that the accounting principles applied in a current period are comparable in all
material  respects  to  those  applied  in  a  preceding  period,  the financial
statements  for  which  period  have  been  audited by the Company's independent
auditors.

          "Group"  shall  have the meaning assigned to it in Section 13(d)(3) of
the  Exchange  Act.

          "Holder"  means  each  Investor  Stockholder  and any of its Permitted
Transferees,  and any Third Party Transferee of any such Investor Stockholder or
Permitted  Transferee  (i)  to the extent the rights and obligations of a Holder
are  specifically  assigned  to  such  Third  Party  Transferee  by any Investor
Stockholder  or  its  Permitted Transferee in accordance with Section 2.4(b)(ii)
and  (ii)  who agrees, pursuant to Section 2.4(c), to be bound by the provisions
of  this  Agreement  as  a  "Holder"  hereunder;  provided that only a Permitted
Transferee  or  a  Third  Party  Transferee  to  whom an Investor Stockholder or
Permitted  Transferee  specifically  assigns  the  right  to  require  a  Demand
Registration  shall  be permitted to make a Demand Registration Request pursuant
to  Section  4.1(a).

          "Indebtedness" means, with respect to any Person, without duplication,
(a)  all  indebtedness  of  such Person, whether or not contingent, for borrowed
money  (including  reimbursement  obligations  in  respect of letters of credit,
guarantees  or  similar instruments), (b) all obligations of such Person for the
deferred  purchase  price of property or services, (c) all other indebtedness of
such  Person  evidenced  by notes, bonds, debentures, letters of credit or other
similar  instruments, (d) all obligations under leases required to be classified
and  accounted  for  as  capital  leases  in  accordance  with GAAP, and (e) all
indebtedness  of  others referred to in clauses (a) through (d) above guaranteed
directly  or  indirectly  in  any  manner  by  such  Person.

          "Independent  Director"  means  an  individual  who:

          (i)  is  not,  except  for  such  individual's  role as a Director, an
Affiliate  of  the  Company,  any  Investor  Stockholder  or  any  of the Dedman
Stockholders and is not a current or former officer of the Company or any of its
Subsidiaries;

          (ii)  does  not,  in addition to such individual's role as a Director,
also  act  on  a  regular  basis  as  an  individual  or  representative  of  an
organization  serving  as a professional advisor, legal counsel or consultant to
management  of  the  Company  or  any  of  its  Subsidiaries  or to any Investor
Stockholder or any Dedman Stockholder or any of their respective Affiliates; and

          (iii)  does  not  represent on a regular basis, and is not a member of
the  immediate  family  of,  a  Person  who does not satisfy the requirements of
clauses  (i)  or  (ii)  above.

          "Independent Investment Banking Firm" means an investment banking firm
of  nationally  recognized  standing  that is, in the reasonable judgment of the
Person  engaging  such firm, qualified to perform the task for which it has been
engaged.

          "Initial  Interest" means, with respect to any Stockholder, all of the
shares  of  Common  Stock  beneficially  owned  by  such Stockholder immediately
following  the  First  Closing  or,  if  the  Second  Closing occurs, the Second
Closing.

          "Initial Public Offering" means the sale of Common Stock to the public
pursuant  to  an  effective  registration  statement  (other than a registration
statement  on  Form  S-4  (unless  such  registration  was  in connection with a
transaction  which required the consent of the Investor Stockholders pursuant to
Section 5.3(iii) and to which the Investor Stockholders consented) or S-8 or any
similar  or successor form) filed under the Securities Act in connection with an
underwritten  offering  after  which  there  is an active trading market in such
shares  of Common Stock (it being understood that an active trading market shall
be deemed to exist if, among other things, the shares of Common Stock are listed
on  a  national  securities  exchange  or  quoted on the National Association of
Securities  Dealers,  Inc.  Automated  Quotation  System  ("Nasdaq") or National
Market  System).

          "Investor  Director"  means  any  Director  designated by the Investor
Stockholders  pursuant  to  Section  5.1  of  this  Agreement.

          "Investor Stockholder Group" means the Investor Stockholders and their
Permitted  Transferees.

          "Leverage  Ratio"  means,  for  any  date of calculation, the ratio of
Total  Debt  as  of  the date of determination to EBITDA calculated for the four
consecutive  fiscal  quarters for which financial statements are available prior
to  the  date  of  calculation.  For purposes of the calculation of the Leverage
Ratio only, with respect to assets not owned at all times during the four fiscal
quarters immediately preceding the date of calculation of EBITDA, there shall be
(i)  included  in  EBITDA  the  pro  forma EBITDA (but calculated to exclude any
increase  in  EBITDA  which would be the result of any expenses that the Company
projects  to  be eliminated by such proposed acquisition) of any assets acquired
during any such four fiscal quarters and (ii) excluded from EBITDA the EBITDA of
any  assets  disposed  of  during  any  of  such  four  fiscal  quarters.

          "New  Credit  Facility"  means  the  First Amended and Restated Credit
Agreement,  dated  as  of September 24, 1999, among the Company, certain lenders
named  therein,  and  Bank  of  America,  N.A.  as  administrative agent for the
lenders.

          "New  Securities"  means  shares  of  Common  Stock of the Company and
rights, options or warrants to purchase such Common Stock, and securities of any
kind  whatsoever  that  are,  or may become convertible into or exchangeable for
such Common Stock (other than (i) any securities of the Company offered pursuant
to  a  registration  statement  which  has  been  declared  effective  under the
Securities  Act,  whereby such securities shall be publicly traded on a national
securities  exchange or quoted on the Nasdaq or National Market System, (ii) (1)
shares  of  Common  Stock issued (x) upon exercise of options outstanding on the
date  hereof  or granted in accordance with clause (ii)(2) of this definition or
(y)  to  the  ESOP  in compliance with Section 5.3(xiv), (2) options to purchase
Common Stock granted under option plans existing on the date hereof or any other
plans  approved  pursuant to Section 5.3(x), (3) shares of Common Stock issuable
upon  exercise  of  the  Warrants,  and  (iii)  shares of Common Stock issued to
acquire  all  or substantially all of the assets or securities of another entity
if  such  shares  of Common Stock are issued directly to such entity or to those
persons  owning  securities of such entity in connection with the acquisition of
such  entity  in a transaction in compliance with Sections 5.3(iii), 5.3(iv) and
5.3(xiv)).

          "Permitted  Transferee" means (i) any Affiliate of a Stockholder, (ii)
a  trust,  corporation,  partnership  or  other  entity,  the  beneficiaries,
shareholders,  partners, or owners, or Persons holding a controlling interest of
which  consist  of  a Stockholder and any Affiliate of a Stockholder, (iii) with
respect to any Stockholder that is a partnership, such Stockholders' partners as
of  the  date hereof, (iv) any limited partners of any Investor Stockholder, (v)
with  respect to each Dedman Stockholder, any other Dedman Stockholder, and with
respect  to  each Investor Stockholder, any other Investor Stockholder, (vi) the
executor,  administrator,  testamentary trustee, heir, legatee or beneficiary of
any deceased Stockholder and (vii) if the shares of Common Stock are Transferred
pursuant  to  the  provisions  of  Section  3.2  or  in  compliance with Section
5.3(viii),  the  Company.  In  addition,  each  Stockholder shall be a Permitted
Transferee  of  its  Permitted  Transferees.

          "Permitted  Transfers"  means  Transfers of shares of Common Stock (i)
between  a  Stockholder  and its Permitted Transferees so long as such Permitted
Transferees  agree  to  be bound by the provisions of this Agreement to the same
extent  as  the  transferor  and (ii) to any Charitable or Non-Profit Entity the
beneficiaries,  shareholders,  partners,  or  owners,  or  Persons  holding  a
controlling interest of which do not consist of a Stockholder and any Affiliates
of  a  Stockholder.

          "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust,  unincorporated  organization,  government  or  any  agency  or political
subdivisions  thereof  or  any  Group comprised of two or more of the foregoing.

          "Pretax  Net  Income"  means  net profit (or loss) before taxes of the
Company  and its Subsidiaries, on a consolidated basis, determined in accordance
with  GAAP.

          "Qualifying  Stockholder" means any member of the Investor Stockholder
Group  and  any Third Party Transferee of any member of the Investor Stockholder
Group  who  becomes subject to the obligations of the Investor Stockholder Group
pursuant  to  Section  2.4(b).

          "Redeemable  Stock"  means  any  Capital  Stock  of the Company or its
Subsidiaries  which  prior  to  March 24, 2007 is (a) mandatorily redeemable (by
sinking  fund or similar payments or otherwise), (b) redeemable at the option of
the  holder  thereof  or (c) convertible into Indebtedness of the Company or its
Subsidiaries.

          "Redemption  Obligation"  means that certain obligation of the Company
to repurchase Capital Stock of the Company pursuant to Section 6.05 of the ESOP.

          "Registrable  Securities" means any Common Stock beneficially owned by
any  Holder,  whether  beneficially  owned as of the First Closing or thereafter
acquired.  As  to  any  particular Registrable Securities, such securities shall
cease  to  be  Registrable  Securities  when  (i)  a registration statement with
respect  to the sale of such securities shall have been declared effective under
the Securities Act and such securities shall have been disposed of in accordance
with  such  registration  statement,  (ii)  such securities shall have been sold
pursuant  to  Rule 144 (or any successor provision) under the Securities Act and
the second sentence of the legend set forth in Section 8.3 has been removed from
the certificate representing such securities or (iii) such securities shall have
ceased  to  be  outstanding.

          "Requisite Percentage of Participating Holders" means, with respect to
any  registration  pursuant  to  Article  IV, Holders of a majority of the total
Registrable  Securities  which the Company has been requested to register by all
Holders.

          "Second  Closing"  has  the meaning ascribed to such term in the Stock
Purchase  Agreement.

          "Securities  Act"  means  the  Securities  Act  of  1933,  as amended.

          "Stockholder"  means  each  Investor  Stockholder  and  each  Dedman
Stockholder  and  each  other Person who agrees to be bound by the terms of this
Agreement  pursuant  to  the  terms  hereof.

          "Stockholder  Group"  means  one  or  more of the Investor Stockholder
Group  and  the  Dedman  Stockholder  Group.

          "Subsidiary"  means,  with  respect  to any Person, any corporation or
other  entity  of  which  at  least a majority of the voting power of the voting
equity  securities  or equity interest is owned, directly or indirectly, by such
Person.

          "Third  Party  Transferee" means any Person to whom a Stockholder or a
Permitted  Transferee  Transfers  shares of Common Stock, other than a Permitted
Transferee  of  such  Stockholder  or  such  Permitted  Transferee.

          "Total  Debt"  means,  as of any date of determination, determined for
the Company and its Subsidiaries on a consolidated basis, to the extent that the
following would appear as a liability upon the consolidated balance sheet of the
Company  and  its  Subsidiaries  in  accordance with GAAP:  (i) indebtedness for
borrowed  money, (ii) obligations evidenced by bonds, debentures, notes or other
similar  instruments,  (iii)  obligations  to pay the deferred purchase price of
property  or  services other than trade payables incurred in the ordinary course
of  business, (iv) Capitalized Lease Obligations, and (v) obligations in respect
of  Redeemable Stock (excluding, however, (A) the Redemption Obligation and, (B)
for purposes of Sections 3.2 and 5.3(xiv), the shares of Common Stock comprising
the  Investor  Stockholders'  Initial  Interest).

          "Transfer"  means,  directly or indirectly, to sell, transfer, assign,
pledge,  encumber,  hypothecate  or  similarly dispose of, either voluntarily or
involuntarily,  or  to  enter  into any contract, option or other arrangement or
understanding  with  respect  to  the  sale,  transfer,  assignment,  pledge,
encumbrance, hypothecation or similar disposition of, any shares of Common Stock
beneficially  owned  by  a  Person or any interest in any shares of Common Stock
beneficially  owned  by  a  Person.

          "Voting Securities" means, at any time, shares of any class of Capital
Stock  of  the Company which are then entitled to vote generally in the election
of  Directors.

          "Warrants" has the meaning ascribed to such term in the Stock Purchase
Agreement.

          SECTION 1.2.  Other Defined Terms.  The following terms shall have the
meanings  defined  for  such  terms  in  the  Sections  set  forth  below:

<TABLE>
<CAPTION>

<S>                                      <C>
Term                                     Section
Claims                                     4.8(a)
Dedman Designees                           5.1(c)
Demand Exercise Notice                     4.1(a)
Demand Registration Request                4.1(a)
Demand Registrations                       4.1(a)
Drag-Along Notice                          2.3(b)
Dragging Parties                           2.3(a)
Equity Purchase Shares                     3.1(a)
Initiating Holder                          4.1(a)
Initiating Holder Group                    4.1(a)
Issuance Notice                            3.1(b)
Litigation                                 8.13
Nasdaq                                     1.1
Other Holders                              4.1(b)
Overallotment Portion                      3.2(b)
Overallotment Seller                       3.2(b)
Overallotment Shares                       3.2(b)
Piggyback Registration                     4.2(a)
Recapitalization                           6.1
Repurchase Notice                          3.2(b)
Repurchase Number of Shares                3.2(a)
Repurchase Offer                           3.2(a)
Stockholder Repurchase Number of Shares    3.2(a)
Tag-Along Notice                           2.2(b)
Tag-Along Right                            2.2(a)
Tag-Along Sale                             2.2(a)
Tag-Along Shares                           2.2(a)
Third Party                                2.3(a)
Transferring Stockholder                   2.2(a)
</TABLE>


              SECTION  1.3.    Other  Definitional  Provisions.  (a)  The  words
"hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement  shall  refer  to  this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section and Schedule references are to
this  Agreement  unless  otherwise  specified.

          (b)  The  meanings  given  to  terms  defined  herein shall be equally
applicable  to  both  the  singular  and  plural  forms  of  such  terms.

          (c)  For  purposes  of calculating the amount of outstanding shares of
Common  Stock  or  Equity  Securities as of any date and the number of shares of
Common  Stock  or  Equity  Securities beneficially owned by any Person as of any
date,  any shares of Common Stock held in the Company's treasury or owned by any
Subsidiaries  of  the  Company  shall  be  disregarded.

          (d)  The  definitions  set  forth  in  Section  1.1  of  the  terms
"Capitalized Lease Obligation", "EBITDA", "Leverage Ratio", "Pretax Net Income",
"Redeemable  Stock",  "Redemption  Obligation" and "Total Debt" shall be amended
from  time  to time to conform to the meanings ascribed to such terms in the New
Credit  Facility  or,  if  the  New  Credit  Facility shall no longer exist, the
meanings  ascribed to such terms in the New Credit Facility immediately prior to
its  termination,  unless  otherwise agreed by the parties hereto; provided that
the definition of "Total Debt" shall continue to include the exclusion contained
in  clause  (B) in the parenthetical contained in clause (v) of such definition.


                                   ARTICLE II

                            TRANSFER OF COMMON SHARES

          SECTION  2.1.  Restrictions  on  Transfer.  (a)  During  the  period
commencing  on the First Closing Date and ending on the first anniversary of the
First  Closing  Date, each Stockholder agrees not to, and to cause its Permitted
Transferees not to, Transfer any shares of Common Stock held by such Stockholder
or Permitted Transferee; provided, that the foregoing shall not be applicable to
Permitted  Transfers.

          (b)  Each  Stockholder  agrees  that  it shall not Transfer any Equity
Securities or any management rights in the Company, including without limitation
the  right  to  appoint  directors of the Company, to a Person that is a Company
Competitor  or  an  Affiliate  of  a  Company Competitor unless such Transfer is
consented  to  in  writing  by  the  Company and, so long as Cypress has Consent
Rights, in the case of a Transfer by any member of the Dedman Stockholder Group,
the  Investor  Stockholders.

          (c)  Each  Stockholder  agrees that at least 10 Business Days prior to
entering  into  a  definitive  agreement  to  Transfer  any  Equity  Securities
beneficially  owned  by  it,  him  or  her (other than a Permitted Transfer or a
Transfer  pursuant  to  Article  IV or similar registration rights under another
agreement),  such  Stockholder shall give notice to the other Stockholders party
hereto  that  it  may  enter  into  such  an  agreement.

          (d)  No  Stockholder  shall Transfer any shares of Common Stock, other
than pursuant to a Permitted Transfer, unless such Stockholder has complied with
the  provisions  of  this  Article  II  applicable  to  such  Stockholder.

          SECTION  2.2.  Tag-Along  Rights.  (a)  Subject to Section 2.1, if any
member of the Dedman Stockholder Group (each a "Transferring Stockholder") shall
desire  to Transfer any shares of Common Stock in one transaction or a series of
related transactions to any Person (including any Group), other than pursuant to
a  Permitted  Transfer,  and  such  Person  (together  with  its  Affiliates)
beneficially  owns, or such transaction or series of transactions will result in
such  Person (together with its Affiliates) beneficially owning more than 10% of
the  outstanding Equity Securities (either such transaction or series of related
transactions, a "Tag-Along Sale"), then the Investor Stockholders shall have the
right  (the  "Tag-Along  Right")  to  participate  on a pro rata basis with such
member  of  the  Dedman  Stockholder  Group  in such Transfer and, in connection
therewith,  to  require  the  proposed  transferee to purchase from the Investor
Stockholders, a number of the Investor Stockholders' shares of Common Stock (the
"Tag-Along  Shares")  equal  to  the product of (i) a fraction, the numerator of
which  is  the  number  of  shares  of  Common  Stock proposed to be sold by the
Transferring Stockholder and the denominator of which is the aggregate number of
shares  of  Common  Stock  beneficially  owned  as  of  such  date by the Dedman
Stockholder  Group,  multiplied  by  (ii)  the  number of shares of Common Stock
beneficially  owned  by  the Investor Stockholder Group as of such date.  In the
event that the proposed transferee is unwilling to purchase all of the shares of
Common Stock that the Transferring Stockholder and Investor Stockholders propose
to  Transfer hereunder, the number of shares of Common Stock that a Stockholder,
including the Transferring Stockholder, may sell pursuant to this Section 2.2(a)
shall  be  determined, on a pro rata basis, by multiplying the maximum number of
shares  of  Common Stock that the proposed transferee of the Tag-Along Shares is
willing  to  purchase on the terms set forth in the Tag-Along Notice (as defined
below)  by  a fraction, the numerator of which is the number of shares of Common
Stock  that  such Stockholder proposes to sell hereunder (subject to the maximum
amount  for  each Stockholder calculated pursuant to the preceding sentence) and
the  denominator of which is the aggregate number of shares of Common Stock that
all  Stockholders  exercising  rights  under  this  Section  2.2,  including the
Transferring Stockholder, propose to sell hereunder.  Any shares of Common Stock
sold  by the Investor Stockholders pursuant to this Section 2.2 shall be sold by
the Investor Stockholders for the same consideration per share and upon the same
terms  and  conditions as such proposed Transfer by any Transferring Stockholder
(or  no  less  favorable  terms  and  conditions  than  those  received  by  the
Transferring  Stockholder  in  any  series  of related transactions, taking such
transactions  as  a  whole).

          (b)  The  Transferring  Stockholder shall give prior written notice of
such  intended  Tag-Along Sale to the Investor Stockholders at least 20 Business
Days  prior  to  the  proposed consummation of such Tag-Along Sale.  Such notice
(the  "Tag-Along  Notice")  shall  set  forth  the  terms and conditions of such
proposed  Tag-Along  Sale,  including  the  name of the proposed transferee, the
number  of  shares  of  Common  Stock  proposed to be Transferred (including the
number of shares of Common Stock previously or proposed to be Transferred to the
applicable  transferee or its Affiliates in a related transaction), the purchase
price  per  share  of  Common  Stock  proposed  to be paid therefor, the form of
consideration  (and  if  such  consideration  consists  in  whole  or in part of
property  other  than  cash,  the  Transferring  Stockholder  will  provide such
information,  to  the  extent  reasonably  available  to  such  Transferring
Stockholder,  relating  to  such  consideration as the Investor Stockholders may
reasonably  request  in  order  to  evaluate  such  non-cash consideration). The
Tag-Along Right may be exercised by the Investor Stockholders upon delivery of a
written notice to the Transferring Stockholder within 10 Business Days after the
receipt  of the Tag-Along Notice.  Such written notice shall state the aggregate
number  of  shares  of  Common  Stock  that the Investor Stockholders propose to
include in such Transfer (provided that the aggregate number of shares of Common
Stock  the  Investor Stockholders propose to include shall not exceed the number
of  Tag-Along  Shares).

          (c)  The  closing  of  the purchase of the Tag-Along Shares shall take
place  concurrently  with  and at the location of the closing of the Transfer of
the  shares  by  the  Transferring Stockholder within 20 Business Days after the
date  of  the Tag-Along Notice or within such other time as shall be agreed upon
by  the Transferring Stockholder and the Investor Stockholders selling Tag-Along
Shares.  At  such closing, the purchaser thereof shall deliver the consideration
to be paid to the Investor Stockholders (if such consideration includes cash, by
wire transfer of federal or other immediately available funds in the appropriate
amount  to  an account designated by the Investor Stockholders) against delivery
of  the  certificates  representing  the  Tag-Along  Shares  so  purchased, duly
endorsed  in blank by the person or persons in whose name a stock certificate is
registered  or  accompanied  by  a  duly  executed  assignment  separate  from
certificate.

          (d)  The  exercise  or  nonexercise  of  the  rights  of  the Investor
Stockholders  in  this  Section  2.2  to participate in one or more Transfers by
members  of the Dedman Stockholder Group shall not adversely affect the Investor
Stockholders'  rights  to  participate in subsequent Transfers by members of the
Dedman  Stockholder  Group.

          SECTION  2.3.  Drag-Along  Rights.  (a)  If  at any time following the
third  anniversary of the First Closing, the Company or any member of the Dedman
Stockholder Group receives an offer from a Person other than a Stockholder or an
Affiliate  of  a  Stockholder (a "Third Party") to purchase or otherwise acquire
all  of  the  shares  of  Common  Stock  then  outstanding  (whether  by merger,
consolidation,  by  purchase  of  stock or otherwise) and, subject to compliance
with Section 5.3 of this Agreement, such offer is proposed to be accepted by the
Company  or  such Dedman Stockholder (the "Dragging Parties"), then the Investor
Stockholders  hereby agree that, if requested by the Dragging Parties, they will
Transfer  to  such  Third  Party  on  the  same terms and conditions (including,
without limitation, time of payment and form of consideration) as to be paid and
given  to  the  Dragging  Parties  all,  but  not  less  than all, of the Equity
Securities  owned  by  them.

          (b)  The  Dragging  Parties  will give written notice (the "Drag-Along
Notice")  to  the  Investor Stockholders of any proposed Transfer giving rise to
the  rights  of  the  Dragging  Parties  set  forth in Section 2.3(a) as soon as
practicable following the acceptance of the offer referred to in Section 2.3(a).
The  Drag-Along  Notice  will  set  forth the name of the proposed transferee or
acquiring  Person,  the  proposed  amount and form of consideration (and if such
consideration  consists  in  part  or  in whole of property other than cash, the
Dragging  Parties  will  provide  such  information,  to  the  extent reasonably
available  to  the  Dragging  Parties,  relating  to  such  consideration as the
Investor  Stockholders may reasonably request in order to evaluate such non-cash
consideration)  and  the  other  material terms and conditions of the offer.  In
connection  with any such sale, the Investor Stockholders will agree (i) to make
or  agree  to  the same representations, covenants, indemnities (with respect to
all  matters  other  than  the  Dragging  Parties' ownership of shares of Common
Stock) and agreements as the Dragging Parties so long as they are made severally
and  not  jointly  and  the liabilities thereunder are borne on a pro rata basis
based  on the number of shares Transferred by each Stockholder, (ii) to make the
same  representations and warranties (and provide related indemnification) as to
their  ownership  of  their  shares of Common Stock as are given by the Dragging
Parties  with  respect  to  each such other Stockholder's ownership of shares of
Common  Stock and (iii) to pay their proportionate share of the reasonable costs
incurred  in  connection  with  such  transaction  to  the  extent  not  paid or
reimbursed  by  the  Company  or  the  transferee  or  acquiring Person.  If the
Transfer  referred to in the Drag-Along Notice is not consummated within 90 days
from  the  date  of  the  Drag-Along  Notice,  the Dragging Parties must deliver
another  Drag-Along  Notice in order to exercise their rights under this Section
2.3  with  respect  to  such  Transfer  or  any  other  Transfer.

          SECTION  2.4.  Transferees.  (a)  Any  Permitted  Transferee  of  a
Stockholder shall be subject to the terms and conditions of this Agreement as if
such  Permitted  Transferee  were the transferor Stockholder, including, without
limitation,  having  the  rights  and  being  subject  to the obligations of the
transferor  Stockholder under this Article II.  Prior to the initial acquisition
of  beneficial  ownership  of  any  shares  of  Common  Stock  by  any Permitted
Transferee,  and  as  a  condition thereto, each Stockholder agrees to cause its
respective  Permitted  Transferees  to  agree  in writing with the other parties
hereto  to  be bound by the terms and conditions of this Agreement to the extent
described  in  the  preceding  sentence.

          (b)  No  Third  Party  Transferee shall have any rights or obligations
under  this  Agreement,  except  that

          (i)  if  a  Third  Party Transferee of an Investor Stockholder (or any
member  of the Investor Stockholder Group) together with its Affiliates acquires
shares  of  Common Stock representing at least 50% of the Investor Stockholders'
Initial  Interest,  such  Third Party Transferee and its Affiliates (A) shall be
subject to the obligations of the Investor Stockholders under Sections 2.1, 2.3,
2.5, 5.1, 5.5, 5.8, 5.9, 8.4 and Article VI and (B) shall have the rights of the
Investor  Stockholders  under  Sections  2.2  (but shall only have the Tag-Along
Right  of the Investor Stockholders if the Investor Stockholders elect to assign
such  right  to  such  Third  Party Transferee) and 8.4 and Articles III (but no
Third Party Transferee shall be permitted to further assign rights under Section
3.2 in connection with any subsequent Transfer of shares of Common Stock by such
Third  Party  Transferee), IV (but shall only have the right to request a Demand
Registration  if  the  Investor  Stockholders elect to assign such right to such
Third  Party Transferee) and V (other than Sections 5.3 and 5.4) (but shall only
have  the  rights of the Investor Stockholders under Sections 5.1 and 5.2 if and
to  the  extent  the  Investor  Stockholders elect to assign such rights to such
Third Party Transferee; provided that (x) if, immediately following the Transfer
to  such  Third  Party  Transferee,  the Investor Stockholders have the right to
designate one Director pursuant to Section 5.1, the Investor Stockholders cannot
assign  their  rights  under  Section 5.2 to such Third Party Transferee at such
time,  but  shall  be  permitted  to  assign  such  rights  to  such Third Party
Transferee  effective  at  such time as the Investor Stockholders no longer have
the  right  to  designate  a Director pursuant to Section 5.1 so long as at such
time,  such  Third  Party  Transferee continues to have the right to designate a
Director, (y) no Third Party Transferee to whom the Investor Stockholders assign
any rights under Section 5.1 shall be permitted to further assign such rights in
connection  with any subsequent Transfer of shares of Common Stock by such Third
Party  Transferee, and (z) notwithstanding the provisions of Section 5.1, if the
Investor  Stockholders  assign their right to designate two Directors to a Third
Party  Transferee,  such  right of the Third Party Transferee shall terminate if
such  Third  Party  Transferee  (together  with  its  Affiliates)  ceases  to
beneficially own a number of shares of Common Stock equal to at least 50% of the
Investor  Stockholders'  Initial  Interest  and  any such right to designate one
Director  shall  terminate  if  such  Third  Party Transferee (together with its
Affiliates)  ceases to beneficially own a number of shares of Common Stock equal
to  at  least  25%  of  the  Investor  Stockholders'  Initial  Interest).

          (ii)  if  a  Third  Party  Transferee  of a Dedman Stockholder (or any
member  of  the  Dedman Stockholder Group) together with its Affiliates acquires
shares  of  Common  Stock  representing  at  least 10% of the outstanding Voting
Securities,  then  such  Third  Party Transferee and its Affiliates (A) shall be
subject  to  the obligations of the Dedman Stockholders under Sections 2.1, 2.2,
2.5  and  8.4  and Articles V and VI and (B) shall have the rights of the Dedman
Stockholders  under  Sections  2.3  and  8.4.

          (c)  Prior  to  the  consummation  of  a Transfer described in Section
2.4(b)  to  the  extent  rights  and  obligations  are  to be assigned, and as a
condition  thereto,  the  applicable  Third  Party Transferee shall (i) agree in
writing with the other parties hereto to be bound by the terms and conditions of
this  Agreement  to  the extent described in Section 2.4(b) and (ii) provide the
Company  and  the  other  parties  to  this  Agreement  at  such  time  complete
information  for  notices  under  this  Agreement.

          SECTION  2.5.  Compliance  with  Transfer Provisions.  Any Transfer or
attempted  Transfer  of  shares of Common Stock in violation of any provision of
this  Agreement  shall  be  void.

                                   ARTICLE III

                             EQUITY PURCHASE RIGHTS

          SECTION  3.1.  Equity Purchase Rights.  (a)  The Company hereby grants
to  each member of the Investor Stockholder Group, and each member of the Dedman
Stockholder  Group the right to purchase its, his or her pro rata portion of all
or  any part of New Securities which the Company may, from time to time, propose
to  sell  or  issue.  A pro rata portion, for purposes of this Agreement, is the
ratio  of  the  number of shares of Common Stock beneficially owned by each such
Stockholder  immediately  prior to any purchase to the total number of shares of
Common  Stock  of  the  Company  issued  and outstanding at such time on a Fully
Diluted  Basis.  The number or amount of New Securities which the members of the
Investor  Stockholder  Group  and  the  Dedman  Stockholder  Group  may purchase
pursuant  to  this  Section  3.1(a) shall be referred to as the "Equity Purchase
Shares".  The  equity purchase right provided in this Section 3.1(a) shall apply
at  the  time  of  issuance  of  any  right, warrant or option or convertible or
exchangeable  security  and not to the conversion, exchange or exercise thereof.

          (b)  The  Company  shall give written notice of a proposed issuance or
sale  described  in  Section  3.1(a)  to the members of the Investor Stockholder
Group  and  the  Dedman Stockholder Group within two Business Days following any
meeting  of  the  Board  at  which  any such issuance or sale is approved.  Such
notice (the "Issuance Notice") shall set forth the material terms and conditions
of such proposed transaction, including the name of any proposed purchaser(s) or
the  proposed manner of disposition, the number or amount and description of the
shares  proposed  to  be  issued  and  the  proposed  purchase  price per share,
including  a  description of any non-cash consideration sufficiently detailed to
permit  valuation thereof.  Such notice shall also be accompanied by any written
offer  from  the  prospective  purchaser  to  purchase such New Securities.  The
Issuance  Notice  shall  be  received by the members of the Investor Stockholder
Group  and  the  Dedman Stockholder Group at least 20 days prior to the proposed
issuance  or  sale.

          (c)  At  any time during the 20-day period following the receipt of an
Issuance  Notice, such Stockholders shall have the right to irrevocably elect to
purchase  up  to  the number of the Equity Purchase Shares at the purchase price
set  forth in the Issuance Notice (or if such price includes property other than
cash,  the  equivalent  in  cash  of  such  price)  and upon the other terms and
conditions  specified  in  the Issuance Notice by delivering a written notice to
the  Company.  Except as provided in the following sentence, such purchase shall
be  consummated  concurrently  with  the  consummation  of  the issuance or sale
described  in the Issuance Notice.  The closing of any purchase by any member of
the Investor Stockholder Group or any member of the Dedman Stockholder Group may
be  extended  beyond  the  closing  of the transaction described in the Issuance
Notice  to  the  extent  necessary to obtain required governmental approvals and
other  required  approvals  and  the  Company  and  the  offeree shall use their
respective  best  efforts  to  obtain  such  approvals.

          (d)  If  none  of the members of the Investor Stockholder Group or the
Dedman Stockholder Group elect pursuant to Section 3.1(c) to purchase any of the
Equity  Purchase  Shares,  the  Company  shall  be free to complete the proposed
issuance  or sale described in the Issuance Notice on terms no less favorable to
the  Company than those set forth in the Issuance Notice, provided that (x) such
issuance  or  sale  is  closed within 90 days after the expiration of the 20-day
period  described  in  Section 3.1(c), (y) the price at which the New Securities
are  transferred must be equal to or higher than the purchase price described in
the  Issuance Notice and (z) subject to Section 3.1(e), the amount of securities
to  be  issued or sold by the Company may be reduced.  Such periods within which
such  issuance  or sale must be closed shall be extended to the extent necessary
to  obtain  required governmental approvals and other required approvals and the
Company  shall use its commercially reasonable efforts to obtain such approvals.

          (e)  To the extent that, after the election to acquire Equity Purchase
Shares  pursuant to the purchase right under this Section 3.1, the number of New
Securities  shall  be  reduced  (whether  at  the  discretion  of the Company or
otherwise),  then the number of shares or other amount of Equity Purchase Shares
that  the  members of the Investor Stockholder Group and  the Dedman Stockholder
Group have the right to acquire under this Section 3.1 shall be reduced pro rata
and  such  Stockholders' elections shall be deemed to have been their respective
irrevocable  commitments  to  purchase  such  reduced  number of shares or other
amount  of  such  Equity  Purchase  Shares.

          SECTION  3.2.  Equity  Repurchase  Program.  (a)  If,  on  the  fifth
anniversary  of  the  First  Closing  Date  (as  defined  in  the Stock Purchase
Agreement) and on each anniversary of the First Closing Date thereafter, (i) the
Company  (A) is not using its Best IPO Efforts to pursue and complete an Initial
Public  Offering  and  (B)  has  not continuously used its best efforts (without
interruption) to pursue and complete an Initial Public Offering for at least the
eighteen  month  period  immediately  preceding  such  anniversary  and (ii) the
Company's  Leverage  Ratio is less than 3.5x, the Company shall make an offer (a
"Repurchase  Offer")  to  each  Qualifying  Stockholder to repurchase a pro rata
portion  of a number of shares of Common Stock equal to the Repurchase Number of
Shares (as defined below).  For purposes of this Section 3.2, the eighteen month
period  referred to in clause (B) shall not begin to run until the Company shall
have  filed  the  registration  statement  referred  to  in  clause  (i)  of the
definition  of  Best  IPO  Efforts.  The  "Repurchase Number of Shares" shall be
equal  to the aggregate number of shares of Common Stock that could be purchased
at  a  price  equal  to  the  Fair  Market Value of each share (determined by an
Independent  Investment  Banking  Firm selected by the Investor Stockholders and
reasonably acceptable to the Company; it being understood that Fair Market Value
shall  be  determined  on  the basis of a public market valuation of the Company
without  any  control premium) for an amount of cash equal to the amount of cash
the Company could borrow without causing its Leverage Ratio to exceed 3.5x.  The
number  of  shares  to  be  repurchased  from  each  Qualifying Stockholder (the
"Stockholder  Repurchase Number of Shares") shall be equal to the product of (i)
the Repurchase Number of Shares, multiplied by (ii) a fraction, the numerator of
which  is  equal  to  the number of shares of Common Stock beneficially owned by
such  Qualifying  Stockholder and the denominator of which is equal to the total
number  of  shares  of  Common  Stock  beneficially  owned  by  all  Qualifying
Stockholders;  provided  that,  for  purposes  of this calculation, the Investor
Stockholders may determine the aggregate Stockholder Repurchase Number of Shares
for  all  of  the  Investor  Stockholders  and allocate such aggregate number of
shares  among  the  Investor  Stockholders in their discretion.  For purposes of
this Section 3.2, the number of shares of Common Stock beneficially owned by all
Qualifying  Stockholders  shall  exclude  any  additional shares of Common Stock
acquired  by  the  Qualifying  Stockholders  after the First Closing (other than
shares acquired in the Second Closing, if any, and shares acquired upon exercise
of  the  Warrant).

         (b)  If the Company is required to make  a Repurchase Offer pursuant to
Section  3.2,  within 5 Business Days of the applicable anniversary of the First
Closing  Date,  the  Company shall send a notice (a "Repurchase Notice") to each
Qualifying  Stockholder  which  shall set forth the Repurchase Number of Shares,
the Stockholder Repurchase Number of Shares for each Qualifying Stockholder, the
purchase  price  per  share  (which shall be the Fair Market Value as determined
above)  and the closing date for such repurchase which shall be no later than 20
Business  Days  after the date of the Repurchase Notice.  Within 5 Business Days
after  delivery  of  the  Repurchase  Notice  by  the  Company to the Qualifying
Stockholders,  the  Qualifying  Stockholders  shall,  by  written  notice to the
Company  elect  to  sell  to  the  Company  all  or  a portion of its applicable
Stockholder  Repurchase  Number  of  Shares  upon  the  terms  set  forth in the
Repurchase  Notice; provided, that if one or more Qualifying Stockholders do not
exercise  in  full  their  right  to sell their Stockholder Repurchase Number of
Shares  (such  number  minus the number of shares to be repurchased being herein
referred  to  as  the  "Overallotment  Shares "), a portion of the Overallotment
Shares  equal  to the applicable Overallotment Portion (as defined below) may be
sold  by each other Qualifying Stockholder (each, an "Overallotment Seller") who
has  exercised  its rights in full to have the Company repurchase its applicable
Stockholder  Repurchase  Number  of  Shares.  As  used  herein,  the  term
"Overallotment  Portion"  means  a number of shares of Common Stock equal to the
product  of  (x) the quotient determined by dividing (A) the aggregate number of
outstanding  shares  of  Common  Stock  beneficially owned by such Overallotment
Seller  by  (B)  the  aggregate  number  of  outstanding  shares of Common Stock
beneficially  owned  by  the  Overallotment  Sellers and (y) the total number of
Overallotment  Shares;  provided  that,  for  purposes  of this calculation, the
Investor Stockholders shall be permitted to allocate the aggregate Overallotment
Portion  to  which they are entitled among themselves in their discretion.  If a
Qualifying  Stockholder  has not delivered written notice to the Company that it
elects  to  participate in the Repurchase Offer within the 5 Business Day period
provided  above for the delivering of such notice, then the Company shall not be
obligated  to  repurchase  any  shares  of  Common  Stock  from  such Qualifying
Stockholder;  provided, that the failure of a Qualifying Stockholder to exercise
its  rights with respect to any Repurchase Offer shall not limit such Qualifying
Stockholder  from  exercising  its  rights with respect to any future Repurchase
Offer.

                                   ARTICLE IV

                               REGISTRATION RIGHTS

          SECTION  4.1.  (a)  At any time and from time to time after an Initial
Public  Offering,  any  Investor  Stockholder  (and  any other Holder to whom an
Investor  Stockholder has specifically transferred its rights under this Section
4.1)  shall  have  the  right  to  require  the  Company  to file a registration
statement  under the Securities Act covering all or any part of their respective
Registrable  Securities, by delivering a written request therefor to the Company
specifying  the  number  of  Registrable  Securities  to  be  included  in  such
registration  by such Holder(s) and the intended method of distribution thereof.
All  such  requests  pursuant  to  this Section 4.1(a) are referred to herein as
"Demand  Registration  Requests" and the registrations so requested are referred
to  herein  as  "Demand Registrations" (with respect to any Demand Registration,
the  Holder  making  such  demand  for  registration  being  referred  to as the
"Initiating  Holder"  and, in the case that the Initiating Holder is an Investor
Stockholder,  such  Initiating  Holder,  together  with  the  other  Investor
Stockholders  and  their  Permitted Transferees, the "Initiating Holder Group").
As  promptly as practicable, but no later than 10 Business Days after receipt of
a  Demand  Registration  Request,  the  Company  shall  give written notice (the
"Demand  Exercise Notice") of such Demand Registration Request to all Holders of
record  of  Registrable  Securities.

          (b)  The  Company  shall  include  in  a  Demand  Registration (i) the
Registrable  Securities  of  the  Initiating Holder and the other members of the
Initiating  Holder  Group  that shall have made a written request to the Company
for  inclusion  thereof  in  such  registration (which request shall specify the
maximum  number  of  Registrable  Securities  intended to be disposed of by such
other  members)  within  the  time  specified  below  and  (ii)  the Registrable
Securities  of  any  other  Holder  (other than members of the Initiating Holder
Group)  (collectively,  the  "Other  Holders")  that  shall  have made a written
request to the Company for inclusion thereof in such registration (which request
shall  specify  the  maximum  number  of  Registrable  Securities intended to be
disposed  of  by  such Holder(s)) within 30 days after the receipt of the Demand
Exercise  Notice.

          (c)  The  Company  shall,  as expeditiously as practicable following a
Demand  Registration  Request,  use  its  commercially reasonable efforts to (i)
effect  the registration under the Securities Act (including by means of a shelf
registration  pursuant  to  Rule 415 under the Securities Act if so requested by
the  Initiating  Holder  and  if  the  Company  is  then  eligible to use such a
registration)  of  the  Registrable  Securities  which  the  Company has been so
requested  to  register by the Initiating Holder Group and the Other Holders (to
the  extent  permitted  to be included in accordance with the terms hereof), for
distribution,  in accordance with such intended method of distribution, and (ii)
if requested by the Initiating Holder, obtain acceleration of the effective date
of  the  registration  statement  relating  to  such  registration.

          (d)  The rights of Holders of Registrable Securities to request Demand
Registrations  pursuant  to  Section  4.1(a)  are  subject  to  the  following
limitations:  (i)  in no event shall the Company be required to effect more than
four  Demand  Registrations  pursuant  to this Agreement whether requested by an
Investor  Stockholder or a Third Party Transferee and (ii) the Company shall not
be  obligated  to  effect  more  than  one  Demand  Registration under which the
aggregate  number  of  Registrable  Securities  to  be  included  in such Demand
Registration  would  not  exceed  15%  of  the  Investor  Stockholders'  Initial
Interest.  Upon assignment by the Investor Stockholders of the right to initiate
a  Demand  Registration  to  a Third Party Transferee in accordance with Section
2.4(b)  with respect to Registrable Securities, such Investor Stockholders shall
cease  to  have  the  right to initiate such Demand Registration with respect to
such  Registrable  Securities.

          (e)  A registration requested pursuant to this Section 4.1 will not be
deemed  to  have  been  effected  unless the relevant registration statement has
become  effective, provided that if, after it has become effective, the offering
of  Registrable  Securities pursuant to such registration is subject to any stop
order,  injunction  or  other  order  or  requirement of the Commission or other
governmental  agency  or  court for an aggregate of more than 30 days in the 210
days  following  the date of effectiveness, such registration will be deemed not
to  have  been  effected.

          (f)  If  a requested registration pursuant to this Section involves an
underwritten  offering,  the Initiating Holder shall have the right to select in
good faith an investment banker or bankers and managers of nationally recognized
standing  to  administer  the  offering; provided, however, that such investment
banker  or bankers and managers shall be reasonably satisfactory to the Company.
The  Company  shall  notify  the Initiating Holder if the Company objects to any
investment  banker or manager selected by the Initiating Holder pursuant to this
Section  4.1(f) within 10 Business Days after the Initiating Holder has notified
the  Company  of  such  selection.

          (g)  If  the  managing  underwriter of any underwritten offering shall
advise  the  Holders participating in a Demand Registration that the Registrable
Securities covered by the registration statement cannot be sold in such offering
within  a  price  range acceptable to the Initiating Holder, then the Initiating
Holder  shall  have  the right to notify the Company that it has determined that
the registration statement be abandoned or withdrawn, in which event the Company
shall  abandon  or  withdraw  such  registration  statement.  If  a  requested
registration  pursuant to this Section 4.1 involves an underwritten offering and
the managing underwriter advises the Company that, in its opinion, the number of
securities  requested  to be included in such registration (including securities
of  the  Company or other holders who are entitled to and who desire to exercise
"piggyback" or similar registration rights which are not Registrable Securities)
exceeds  the  number  which  can  be  sold in such offering within a price range
acceptable  to  the  Initiating  Holder,  the  Company  will  include  in  such
registration  only  the  Registrable Securities requested to be included in such
registration  pursuant  to  this  Section  4.1.  In the event that the number of
Registrable Securities requested to be included in such registration exceeds the
number  which,  in the opinion of such managing underwriter, can be sold in such
offering  within  a price range acceptable to the Initiating Holder, the Company
shall include in such registration the number of Registrable Securities proposed
to  be  sold  by  the  Initiating  Holder  Group  (to  the  extent  the managing
underwriter  believes  that  such  Registrable  Securities  can  be sold in such
offering  within  such price range, and if they cannot and the Initiating Holder
chooses  not  to  exercise  its  right  provided  in  the first sentence of this
paragraph,  such  smaller number of Registrable Securities of the members of the
Initiating  Holder  Group  as  specified  by  the Initiating Holder) and, to the
extent  the managing underwriter believes that additional Registrable Securities
can  be sold in such offering within such price range, the number of Registrable
Securities  proposed  to  be sold by the Other Holders, allocated pro rata among
the  Other Holders on the basis of the relative number of Registrable Securities
requested  to  be  registered  pursuant to clause (ii) of Section 4.1(b) by each
such  Holder.  In  the event that the number of Registrable Securities requested
by  all  Holders  to  be  included  in such registration is less than the number
which,  in  the opinion of the managing underwriter, can be sold, the Company or
other  holders who are entitled to and desire to exercise "piggyback" or similar
registration rights may include in such registration a number of securities that
the Company proposes to sell up to the number of securities that, in the opinion
of  the  managing underwriter, can be sold in such offering within a price range
acceptable  to  the  Initiating  Holder.

          (h)  If  the Company at any time grants to any other holders of Voting
Securities (or securities that are convertible, exchangeable or exercisable into
Voting  Securities) any rights to request the Company to effect the registration
under  the Securities Act of any such Voting Securities (or any such securities)
on  terms  (other  than  with  respect  to the number of demands permitted to be
requested)  more  favorable  to  such  holders  than the terms set forth in this
Section  4.1,  then  the Holders shall be entitled to such more favorable rights
and  benefits.

          SECTION 4.2.  Piggyback Registrations.  (a)  If, at any time following
the Initial Public Offering, the Company proposes or is required to register any
of  its  Equity  Securities under the Securities Act (other than pursuant to (i)
registrations  on  such  form  or  similar  form(s)  solely  for registration of
securities  in connection with an employee benefit plan or dividend reinvestment
plan  or  a  merger,  consolidation or acquisition or (ii) a Demand Registration
pursuant  to  Section  4.1) on a registration statement on Form S-1, Form S-2 or
Form S-3 (or an equivalent general registration form then in effect), whether or
not for its own account, the Company shall give reasonable written notice of its
intention  to  do so to each of the Holders of record of Registrable Securities.
Upon  the  written  request  of  any  Holder,  made within 15 days following the
receipt  of  any  such  written  notice (which request shall specify the maximum
number  of  Registrable Securities intended to be disposed of by such Holder and
the  intended  method  of  distribution  thereof),  the  Company  shall  use its
commercially  reasonable  efforts  to cause all such Registrable Securities, the
Holders  of  which  have so requested the registration thereof, to be registered
under  the  Securities  Act  (with  the  securities that the Company at the time
proposes  to  register)  to permit the sale or other disposition by such Holders
(in  accordance  with  the  intended  method  of  distribution  thereof)  of the
Registrable  Securities  to  be  so  registered (such registration, a "Piggyback
Registration").  There is no limitation on the number of Piggyback Registrations
pursuant  to the preceding sentence that the Company is obligated to effect.  No
registration effected under this Section 4.2(a) shall relieve the Company of its
obligations  to  effect  Demand  Registrations.

          (b)  If,  at  any time after giving written notice of its intention to
register  any  Equity  Securities  and  prior  to  the  effective  date  of  the
registration  statement  filed in connection with such registration, the Company
shall  determine for any reason not to register or to delay registration of such
Equity Securities, the Company may, at its election, give written notice of such
determination  to all Holders of record of Registrable Securities and (i) in the
case  of a determination not to register, shall be relieved of its obligation to
register  any  Registrable  Securities  in  connection  with  such  abandoned
registration, without prejudice, however, to the rights of Holders under Section
4.1,  and  (ii) in the case of a determination to delay such registration of its
Equity  Securities,  shall  be  permitted  to  delay  the  registration  of such
Registrable  Securities  for  the  same  period as the delay in registering such
other  Equity  Securities.

          (c)  Any  Holder  shall  have  the  right  to withdraw its request for
inclusion  of  its Registrable Securities in any registration statement pursuant
to  this  Section  4.2 by giving written notice to the Company of its request to
withdraw; provided, however, that (i) such request must be made in writing prior
to  the  earlier of the execution of the underwriting agreement or the execution
of  the  custody  agreement  with  respect  to  such  registration and (ii) such
withdrawal  shall  be  irrevocable  and,  after making such withdrawal, a Holder
shall  no  longer  have  any  right  to  include  Registrable  Securities in the
registration  as  to  which  such  withdrawal  was  made.

          (d)  If  the  managing  underwriter of any underwritten offering shall
inform  the  Company  by  letter  of  its  belief that the number of Registrable
Securities  requested  to  be  included in a registration under this Section 4.2
would  materially  adversely affect such offering, then the Company will include
in  such  registration, first, the securities proposed by the Company to be sold
for  its  own  account, second, the securities requested to be registered by any
stockholder  exercising  a demand registration right, and third, the Registrable
Securities  and  any  other  securities of the Company with respect to which the
holders  thereof  are entitled to and desire "piggyback" or similar registration
rights,  pro  rata among all such holders on the basis of the relative number of
securities  of the Company requested to be registered pursuant to Section 4.2(a)
or  such  other  "piggyback" or similar registration rights by each such holder.

          (e)  If  a Piggyback Registration pursuant to this Section involves an
underwritten  offering, the Company shall have the right to select in good faith
an  investment  banker or bankers and managers of nationally recognized standing
to  administer  the  offering.

          SECTION 4.3.  Registration Procedures.  If and whenever the Company is
required by the provisions of this Agreement to effect or cause the registration
of  any  Registrable  Securities  under  the  Securities Act as provided in this
Agreement,  the  Company  shall,  as  expeditiously  as  practicable:

          (a)  prepare  and file with the Commission a registration statement on
an  appropriate  registration form of the Commission for the disposition of such
Registrable  Securities  in  accordance  with the intended method of disposition
thereof,  which form (i) shall be selected by the Company (provided, that if any
registration  requested  pursuant  to  this  Article IV which is proposed by the
Company to be effected by filing of a registration statement on Form S-3 (or any
successor  or  similar short-form registration statement) shall be in connection
with  an  underwritten  public  offering,  and if the managing underwriter shall
advise the Company in writing that, in its opinion, it is of material importance
to  the  success  of  such  proposed  offering  to  include in such registration
statement information not required to be included pursuant to Form S-3, then the
Company  shall supplement such registration statement as reasonably requested by
such  managing underwriter) and (ii) shall, in the case of a shelf registration,
be  available  for the sale of the Registrable Securities by the selling Holders
thereof  and such registration statement shall comply as to form in all material
respects  with the requirements of the applicable form and include all financial
statements  required  by  the  Commission to be filed therewith, and the Company
shall  use  its  best  efforts  to  cause  such registration statement to become
effective  (provided,  however,  that  before filing a registration statement or
prospectus  or  any  amendments or supplements thereto, or comparable statements
under  securities  or  "blue  sky"  laws  of  any jurisdiction, the Company will
furnish  to  one  counsel  for the Holders participating in the planned offering
(selected  by  the Initiating Holder, in the case of a Demand Registration, or a
majority  of the Holders electing to sell securities, in the case of a Piggyback
Registration)  and  the  underwriters,  if  any,  copies  of  all such documents
proposed  to  be filed (including all exhibits thereto), which documents will be
subject  to the reasonable review and, in the case of a registration pursuant to
Section  4.1, reasonable comment of such counsel, and the Company shall not file
any  registration statement or amendment thereto or any prospectus or supplement
thereto  pursuant  to  Section  4.1  to  which  the Holders of a majority of the
Registrable  Securities  covered  by such registration statement or the managing
underwriter,  if  any,  shall  reasonably  object  in  writing);

          (b)  prepare  and  file with the Commission such amendments (including
post-effective  amendments)  and  supplements to such registration statement and
the  prospectus  used  in  connection therewith as may be necessary to keep such
registration  statement  effective  and  to  comply  with  the provisions of the
Securities  Act with respect to the sale or other disposition of all Registrable
Securities  covered  by  such  registration  statement  in  accordance  with the
intended  methods  of  disposition by the seller or sellers thereof set forth in
such  registration  statement in each case until the earlier of (i) such time as
all  such  Registrable  Securities  have been disposed of in accordance with the
intended  methods of disposition set forth in such registration statement by the
Holder or Holders thereof and (ii) the expiration of 180 days from the date such
registration  statement  first  becomes  effective;

          (c)  furnish,  without  charge,  to  each  seller  of such Registrable
Securities  and  each  underwriter,  if  any,  of the securities covered by such
registration  statement  such  number  of copies of such registration statement,
each amendment and supplement thereto (in each case including all exhibits), and
the  prospectus  included  in  such  registration  statement  (including  each
preliminary  prospectus  and  summary  prospectus),  in  conformity  with  the
requirements  of the Securities Act, such documents incorporated by reference in
such  registration  statement,  and  such  other  documents,  as such seller and
underwriter may reasonably request in order to facilitate the disposition of the
Registrable  Securities  as  contemplated  by  such  registration  statement;

          (d)  use  its  commercially  reasonable efforts to register or qualify
all  Registrable  Securities  covered  by such registration statement under such
other  securities  or  "blue  sky"  laws of such jurisdictions within the United
States  as any sellers of Registrable Securities or any managing underwriter, if
any, shall reasonably request, and do any and all other acts and things that may
be  necessary  or  advisable  to  enable such sellers or underwriter, if any, to
consummate  the disposition of the Registrable Securities in such jurisdictions,
except that in no event shall the Company be required to qualify generally to do
business  as  a  foreign corporation in any jurisdiction where it would not, but
for  the  requirements of this paragraph (d), be required to be so qualified, to
subject  itself  to  taxation  in any such jurisdiction or to consent to general
service  of  process  in  any  such  jurisdiction;

          (e)  enter  into  such customary agreements (including an underwriting
agreement  in  customary  form), which may include indemnification provisions in
favor  of underwriters and other persons in addition to, or in substitution for,
the  provisions  of  Section  4.8  hereof;

          (f)  obtain (i) any opinion of counsel for the Company, dated the date
of  the  closing under the underwriting agreement with respect to such offering,
in  customary  form  and  in  form  and  scope  reasonably  satisfactory  to the
underwriter  and  its  counsel, and (ii) any "cold comfort" letter signed by the
independent  public  accountants  in  customary form and covering matters of the
type  customarily  covered  by  "cold  comfort"  letters;

          (g)  notify each Holder selling Registrable Securities covered by such
registration  statement  and  each  managing  underwriter,  if  any,  as soon as
practicable:  (i)  when the registration statement, any pre-effective amendment,
the  prospectus  or  any prospectus supplement related thereto or post-effective
amendment  to the registration statement has been filed and, with respect to the
registration statement or any post-effective amendment, when the same has become
effective;  (ii)  of any request by the Commission or state securities authority
for  amendments  or  supplements to the registration statement or the prospectus
related  thereto  or  for  additional  information; (iii) of the issuance by the
Commission  of  any  stop order suspending the effectiveness of the registration
statement  or  the  initiation  of any proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification  of  any  Registrable  Securities for sale under the securities or
"blue sky" laws of any jurisdiction or the initiation of any proceeding for such
purpose; and (v) of the existence of any fact of which the Company becomes aware
that  results  in  the registration statement, the prospectus related thereto or
any document incorporated therein by reference containing an untrue statement of
a  material  fact  or  omitting  to  state a material fact required to be stated
therein  or  necessary to make any statement therein not misleading; and, if the
notification  relates to an event described in clause (v), the Company shall, as
soon  as  practicable,  prepare  and  furnish  to  each  such  seller  and  each
underwriter,  if  any,  a  reasonable  number  of  copies  of  a  prospectus  as
supplemented  or  amended  so that, as thereafter delivered to the purchasers of
such  Registrable  Securities,  the  prospectus  shall  not  include  an  untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or necessary to make the statements therein in the light of the
circumstances  under  which  they  were  made  not  misleading;

          (h)  use  its  commercially  reasonable  efforts  to  comply  with all
applicable  rules  and  regulations of the Commission, and make available to its
security  holders, as soon as reasonably practicable after the effective date of
the  registration  statement  (and in any event within 16 months thereafter), an
earning statement (which need not be audited) covering the period of at least 12
consecutive  months beginning with the first day of the Company's first calendar
quarter  after  the  effective date of the registration statement, which earning
statement  shall  satisfy  the provisions of Section 11(a) of the Securities Act
and  the  rules  and  regulations  thereunder;

          (i)  use  its  commercially  reasonable  efforts  to  cause  all  such
Registrable  Securities  covered  by such registration statement to be listed on
each  national  securities  exchange  or  quotation  system  on  which  similar
securities issued by the Company are then listed or quoted (if any), and provide
a  transfer  agent  and registrar for such Registrable Securities not later than
the  effective  date  of  such  registration  statement;

          (j)  enter  into  such customary agreements (including, if applicable,
an underwriting agreement) and take such other actions as the Initiating Holder,
in  the  case  of  a  Demand  Registration,  or  the underwriters, if any, shall
reasonably  request  in  order to expedite or facilitate the disposition of such
Registrable  Securities;

          (k)  deliver,  as soon as practicable, to each Holder participating in
the  offering  and  one  counsel  for  the  selling Holders participating in the
offering  and  the  managing  underwriter,  if any, copies of all correspondence
between  the  Commission  and  the  Company,  its  counsel  or  auditors and any
memoranda  relating to discussions with the Commission or its staff with respect
to  the  registration statement, other than those portions of any such memoranda
that  contain  information  subject to attorney-client privilege with respect to
the  Company  or  other  stockholders, and, upon receipt of such confidentiality
agreements  as the Company may reasonably request, make reasonably available for
inspection  by  any  seller  of  such  Registrable  Securities  covered  by such
registration  statement,  by  any  underwriter,  if  any,  participating  in any
disposition  to  be  effected pursuant to such registration statement and by any
attorney,  accountant  or  other  agent  retained by any such seller or any such
underwriter,  all  pertinent  financial  and  other records, pertinent corporate
documents  and  properties  of  the  Company,  and  cause  all  of the Company's
officers, directors and employees to supply all information reasonably requested
by  any  such  seller,  underwriter, attorney, accountant or agent in connection
with  such  registration  statement;

          (l)  use  reasonable efforts to prevent the issuance of any stop order
suspending  the  effectiveness  of  the  registration  statement or of any order
preventing  or suspending the use of any preliminary prospectus and, if any such
order  is  issued,  to  obtain  the withdrawal of any such order at the earliest
possible  moment;

          (m)  provide  a  CUSIP  number  for  all  Registrable  Securities sold
pursuant to the Registration Statement, not later than the effective date of the
registration  statement;

          (n)  make  reasonably  available  its  employees  and  personnel  and
otherwise provide reasonable assistance to the underwriters (taking into account
the  needs  of  the  Company's  businesses and the requirements of the marketing
process)  in  the  marketing  of  Registrable  Securities  in  any  underwritten
offering;

          (o)  promptly  prior  to  the  filing  of  any  document that is to be
incorporated  by  reference  into  the  registration statement or the prospectus
(after  the  initial  filing  of such registration statement), provide copies of
such  document  to  one  counsel  for  the  selling Holders and to each managing
underwriter, if any, and make the Company's representatives reasonably available
for  discussion  of  such  document  and  make  such  changes  in  such document
concerning  the  selling holders prior to the filing thereof as such counsel for
such  selling  holders  or  underwriters  may  reasonably  request;

          (p)  furnish  to  each  Holder  participating  in the offering and the
managing  underwriter,  without  charge,  at  least  one  signed  copy  of  the
registration  statement  and  each  post-effective  amendment thereto, including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference  and  all  exhibits  (including  those  incorporated  by  reference);

          (q)  cooperate  with  each  seller  of Registrable Securities and each
underwriter  or  agent  participating  in  the  disposition  of such Registrable
Securities  and their respective counsel in connection with any filings required
to  be  made  with  the  National  Association  of  Securities  Dealers,  Inc.;

          (r)  use  reasonable  efforts to make available the executive officers
of the Company to participate with the Holders of Registrable Securities and any
underwriters in any "road shows" or other selling efforts that may be reasonably
requested  by the selling Holders in connection with the methods of distribution
for  the  Registrable  Securities;

          (s)  cooperate  with the selling Holders of Registrable Securities and
the  managing  underwriter,  if  any,  to  facilitate the timely preparation and
delivery  of  certificates  not bearing any restrictive legends representing the
Registrable  Securities  to be sold, and cause such Registrable Securities to be
issued in such denominations and registered in such names in accordance with the
underwriting  agreement  prior  to  any  sale  of  Registrable Securities to the
underwriters  or,  if  not  an  underwritten  offering,  in  accordance with the
instructions  of  the  selling  Holders  of  Registrable Securities at least two
business  days  prior  to  any  sale  of  Registrable  Securities;  and

          (t)  take  all  such  other  reasonable  actions  as  are necessary or
advisable in order to expedite or facilitate the disposition of such Registrable
Securities.

The  Company  may  require as a condition precedent to the Company's obligations
under  this  Section  4.3 that each seller of Registrable Securities as to which
any  registration  is  being  effected  furnish  the  Company  such  information
regarding such seller and the distribution of such securities as the Company may
from  time to time reasonably request in writing and as shall be required by law
or  by  the  Commission  in connection therewith, provided that such information
shall  be  used  only  in  connection  with  such  registration.  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 clause (v) of paragraph
(g)  of this Section 4.3, such Holder will discontinue such Holder's disposition
of  Registrable  Securities pursuant to the registration statement covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of  a
supplemented  or  amended  prospectus  as  contemplated by paragraph (g) of this
Section  4.3 and, if so directed by the Company, will deliver to the Company (at
the  Company's  expense)  all  copies, other than permanent file copies, then in
such  Holder's possession of any prospectus covering such Registrable Securities
that  was  in  effect  at  the time of receipt of such notice.  In the event the
Company  shall  give  any such notice, the 180 day period mentioned in paragraph
(b)  of  this  Section  4.3  shall be extended by the number of days during such
period from and including the date of the giving of such notice to and including
the  date  when  each  seller  of  any  Registrable  Securities  covered by such
registration  statement  shall  have  received the copies of the supplemented or
amended  prospectus  contemplated  by paragraph (g) of this Section 4.3.  If any
such registration statement or comparable statement under "blue sky" laws refers
to  any  Holder  by  name  or  otherwise  as the Holder of any securities of the
Company,  then  such  Holder  shall  have the right to require (i) the insertion
therein  of  language, in form and substance satisfactory to such Holder and the
Company, 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  or  (ii)  in  the  event  that such reference to such Holder by name or
otherwise is not in the judgment of the Company, as advised by counsel, required
by  the Securities Act or any similar federal statute or any state "blue sky" or
securities  law  then  in  force,  the deletion of the reference to such Holder.

          SECTION  4.4.  Registration  Expenses.  The  Company  will  pay  (or
promptly reimburse the payment of) all Expenses incurred in connection with each
registration  statement  filed  pursuant  to  this Article IV.  All underwriting
discounts  and  selling  commissions  applicable  to the sale of the Registrable
Securities  in connection with any registration statement filed pursuant to this
Article  IV  shall  be  borne  by the Holders of the Registrable Securities sold
pursuant to such registration statement, pro rata in proportion to the number of
Registrable  Securities  of  each  such  Holder  included  in such registration.

          SECTION 4.5.  Limitations on Sale or Distribution of Other Securities.
(a)  To  the  extent  requested in writing by a managing underwriter, if any, of
any  registration  effected  pursuant  to  Section  4.1  or  4.2, each Holder of
Registrable  Securities  agrees  not to Transfer, including any sale pursuant to
Rule  144 under the Securities Act, any Common Stock (other than as part of such
underwritten public offering) during the time period reasonably requested by the
managing  underwriter,  not  to  exceed  90  days from the effective date of the
registration  statement  (and the Company hereby also so agrees (except that the
Company may effect any sale or distribution of any such securities pursuant to a
registration on Form S-4 (if reasonably acceptable to such managing underwriter)
or Form S-8, or any successor or similar form that is then in effect or upon the
conversion,  exchange  or  exercise  of  any then outstanding options, warrants,
rights  or  other securities convertible into or exchangeable or exercisable for
Common Stock) to use its commercially reasonable efforts to cause each holder of
any  Equity  Security  or  any  security  convertible  into  or  exchangeable or
exercisable for any Equity Security of the Company purchased from the Company at
any  time  other  than  in  a  public  offering so to agree); provided that with
respect  to  registrations  effected  pursuant  to  Section  4.2, each Holder of
Registrable  Securities  shall  only  be required to agree to one such period of
restriction  on  Transfer  in  any  365-day  period.

          (b)  The  Company  hereby  agrees  that,  if  it shall previously have
received  a  request  for  registration  pursuant  to  Section  4.1, and if such
previous  registration  shall  not have been withdrawn or abandoned or postponed
pursuant  to Section 4.6, the Company shall not Transfer any Common Stock (other
than as part of such underwritten public offering, a registration on Form S-4 or
Form  S-8  or  any  successor or similar form that is then in effect or upon the
conversion,  exchange  or  exercise  of  any then outstanding options, warrants,
rights  or  other securities convertible into or exchangeable or exercisable for
Common  Stock)  during  the  time  period  reasonably  requested by the managing
underwriter,  not  to exceed 90 days from the effective date of the registration
statement.

          SECTION  4.6.  Company  Right  to  Postpone Registration.  The Company
shall be entitled to postpone for a reasonable period of time (but not exceeding
120  days)  the  filing  of  any registration statement otherwise required to be
prepared  and  filed  by  it  pursuant  to  Section 4.1 of this Agreement if the
Company  determines  (i)  in its good faith judgment after consultation with its
outside  securities  counsel  that  such registration and offering would require
premature  disclosure  of material information which the Company has a bona fide
business  purpose  for  preserving  as  confidential  or  (ii) in its good faith
judgment  after  consulting with an Independent Investment Banking Firm that the
filing  of  the registration statement and the related sale of securities of the
Company  would  be  reasonably likely to have an adverse affect on the Company's
financing  plans, including sales of securities of the Company, in each case the
Company  promptly  gives  the  Holders  of  Registrable  Securities  requesting
registration  thereof  pursuant to Section 4.1 written notice of such delay.  If
the  Company  shall  so  postpone  the  filing of a registration statement, such
Holders  of  Registrable  Securities requesting registration thereof pursuant to
Section  4.1  shall  have  the right to withdraw the request for registration by
giving  written notice to the Company within 30 days after receipt of the notice
of  postponement and, in the event of such withdrawal, such request shall not be
counted  for  purposes  of  the  requests  for  registration to which Holders of
Registrable Securities are entitled pursuant to Section 4.1 hereof.  The Company
shall  not  be  permitted  to postpone registration pursuant to this Section 4.6
more  than  once  in  any  365-day  period.

          SECTION  4.7.  No  Required  Sale.  Nothing in this Agreement shall be
deemed to create an independent obligation on the part of any Holder to sell any
Registrable  Securities  pursuant  to  any  effective  registration  statement.

          SECTION  4.8.  Indemnification.  (a)  In the event of any registration
of  any  securities  of  the  Company  under the Securities Act pursuant to this
Article  IV,  the Company will, and hereby does, indemnify and hold harmless, to
the  fullest  extent permitted by law, each seller of any Registrable Securities
covered  by  such  registration  statement, its directors, officers, affiliates,
employees,  stockholders,  members  and  general  and  limited partners (and the
directors,  officers,  affiliates,  employees, stockholders, members and general
and  limited  partners  thereof),  each  other  Person  who  participates  as an
underwriter  in the offering or sale of such securities, each officer, director,
employee,  stockholder,  member  or  general  and  limited  partner  of  such
underwriter, and each other Person, if any, who controls such seller or any such
underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against any and all losses, claims, damages or liabilities,
joint  or  several,  actions or proceedings (whether commenced or threatened) in
respect  thereof  ("Claims")  and expenses (including reasonable fees of counsel
and  any  amounts  paid  in  any settlement effected with the Company's consent,
which consent shall not be unreasonably withheld) to which each such indemnified
party  may become subject under the Securities Act or otherwise, insofar as such
Claims  or  expenses  arise out of or are based upon (i) any untrue statement or
alleged  untrue  statement  of  a  material  fact  contained in any registration
statement  under which such securities were registered under the Securities Act,
together with the documents incorporated by reference therein or the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the statements therein not misleading, or (ii) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary, final or summary prospectus or any amendment or supplement thereto,
together  with  the documents incorporated by reference therein, or the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that  the  Company shall not be liable to any such indemnified party in any such
case  to  the  extent  such  Claim or expense arises out of or is based upon any
untrue  statement  or alleged untrue statement of a material fact or omission or
alleged  omission  of  a  material  fact  made in such registration statement or
amendment  thereof  or  supplement  thereto  or  in  any  such prospectus or any
preliminary, final or summary prospectus in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such indemnified
party  specifically  for  use  therein.  Such  indemnity  and  reimbursement  of
expenses  shall  remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified party and shall survive the Transfer of
such  securities  by  such  seller.

          (b)  Each  Holder  of  Registrable Securities that are included in the
securities  as  to  which  any  registration  under  Section 4.1 or 4.2 is being
effected  (and,  if  the  Company  requires  as  a  condition  to  including any
Registrable  Securities  in  any registration statement filed in accordance with
Section 4.1 or 4.2, any underwriter) shall, severally and not jointly, indemnify
and  hold  harmless  (in  the same manner and to the same extent as set forth in
paragraph  (a)  of this Section 4.8) to the extent permitted by law the Company,
its  officers  and  directors,  each  Person  controlling the Company within the
meaning  of  the  Securities  Act  and  all  other prospective sellers and their
directors,  officers,  general  and  limited partners and respective controlling
Persons  with respect to any untrue statement or alleged untrue statement of any
material  fact  in,  or  omission or alleged omission of any material fact from,
such  registration  statement,  any  preliminary,  final  or  summary prospectus
contained  therein, or any amendment or supplement thereto, if such statement or
alleged  statement or omission or alleged omission was made in reliance upon and
in  conformity  with  written  information  furnished  to  the  Company  or  its
representatives  by  or on behalf of such Holder or underwriter specifically for
use therein and reimburse such indemnified party for any legal or other expenses
reasonably incurred in connection with investigating or defending any such Claim
as such expenses are incurred; provided, however, that the aggregate amount that
any  such  Holder  shall  be required to pay pursuant to this Section 4.8(b) and
Sections  4.8(c)  and 4.9 shall in no case be greater than the amount of the net
proceeds  received  by  such  person upon the sale of the Registrable Securities
pursuant  to  the  registration  statement  giving  rise  to  such  Claim.  Such
indemnity  and  reimbursement  of expenses shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such indemnified party
and  shall  survive  the  Transfer  of  such  securities  by  such  Holder.

          (c)  Indemnification  similar  to  that  specified  in  the  preceding
paragraphs  (a)  and  (b)  of  this Section 4.8 (with appropriate modifications)
shall  be  given  by  the Company and each seller of Registrable Securities with
respect  to any required registration or other qualification of securities under
any  state  securities  and  "blue  sky"  laws.

          (d)  Any person entitled to indemnification under this Agreement shall
notify  promptly  the  indemnifying  party in writing of the commencement of any
action  or  proceeding  with respect to which a claim for indemnification may be
made  pursuant  to this Section 4.8, but the failure of any indemnified party to
provide  such notice shall not relieve the indemnifying party of its obligations
under  the  preceding  paragraphs  of this Section 4.8, except to the extent the
indemnifying  party  is materially prejudiced thereby, and shall not relieve the
indemnifying  party from any liability that it may have to any indemnified party
otherwise  than  under  this  Article  IV.  In  case any action or proceeding is
brought  against an indemnified party and it shall notify the indemnifying party
of  the  commencement  thereof,  the  indemnifying  party  shall  be entitled to
participate  therein and, unless in the reasonable opinion of outside counsel to
the  indemnified  party  a  conflict  of  interest  between such indemnified and
indemnifying  parties  may exist in respect of such claim, to assume the defense
thereof  jointly  with  any  other indemnifying party similarly notified, to the
extent that it chooses, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its  election to assume the defense thereof, the indemnifying party shall not be
liable  to  such  indemnified party for any legal or other expenses subsequently
incurred  by such indemnified party in connection with the defense thereof other
than  reasonable  costs  of  investigation;  provided,  however, that if (i) the
indemnifying party fails to take reasonable steps necessary to defend diligently
the  action  or  proceeding  within  20  days  after  receiving notice from such
indemnified party that the indemnified party believes it has failed to do so; or
(ii)  representation  of  both  parties  by  the  same  counsel  is  otherwise
inappropriate  under  applicable standards of professional conduct, then, in any
such  case, the indemnified party shall have the right to assume or continue its
own  defense  as  set forth above (but with no more than one firm of counsel for
all  indemnified  parties  in  each  jurisdiction  who  shall be approved by the
majority  of  the  participating Holders in the registration in respect of which
such  indemnification is sought), and the indemnifying party shall be liable for
any  reasonable  expenses  therefor.  No  indemnifying  party shall, without the
written  consent  of  the indemnified party, effect the settlement or compromise
of,  or  consent  to  the  entry of any judgment with respect to, any pending or
threatened  action  or claim in respect of which indemnification or contribution
may  be  sought  hereunder (whether or not the indemnified party is an actual or
potential  party  to such action or claim) unless such settlement, compromise or
judgment (x) includes an unconditional release of the indemnified party from all
liability  arising  out  of  such  action  or  claim  and (y) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on  behalf  of  any  indemnified  party.

          (e)  The indemnity agreements contained herein shall be in addition to
any  other  rights to indemnification or contribution that any indemnified party
may  have  pursuant  to  law  or contract and shall remain operative and in full
force and effect regardless of any investigation made or omitted by or on behalf
of  any  indemnified  party  and  shall  survive the Transfer of the Registrable
Securities  by  any  such  party.

          (f)  The indemnification and contribution required by this Section 4.8
and  Section  4.9  shall be made by periodic payments of reasonable frequency of
the  amount  thereof  during  the course of the investigation or defense, as and
when  bills  are  received  or  expense,  loss, damage or liability is incurred.

          SECTION  4.9.  Contribtuion.  (a)  If  for  any  reason  the indemnity
provided  for  in Section 4.8 is unavailable or is insufficient to hold harmless
an  indemnified  party  under Section 4.8(a), (b) or (c), then each indemnifying
party  and the Company agree to contribute to the amount paid or payable by such
indemnified  party  in respect of any losses, claims, damages or liabilities (i)
as  between  the  Company and the holders of Registrable Securities covered by a
registration  statement, on the one hand, and the underwriters, on the other, in
such  proportion  as is appropriate to reflect the relative benefits received by
the  Company  and  such  holders,  on the one hand, and the underwriters, on the
other, from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not  only  the  relative benefits but also the relative fault of the Company and
such  holders,  on  the  one  hand,  and  of  the underwriters, on the other, in
connection  with  the  statements  or  omissions  that  resulted in such losses,
claims,  damages  or  liabilities,  as  well  as  any  other  relevant equitable
considerations,  and  (ii)  as  between  the  Company, on the one hand, and each
holder  of  Registrable  Securities  covered by a registration statement, on the
other, in such proportion as is appropriate to reflect the relative fault of the
Company and of each such holder in connection with such statements or omissions,
as  well  as any other relevant equitable considerations.  The relative benefits
received by the Company and such holders, on the one hand, and the underwriters,
on the other, shall be deemed to be in the same proportion as the total proceeds
from  the  offering  (net  of  underwriting discounts and commissions but before
deducting  expenses)  received by the Company and such holders bear to the total
underwriting  discounts  and  commissions  received  by  the  underwriters.  The
relative  fault  of  the  Company  and such holders, on the one hand, and of the
underwriters,  on  the  other,  shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by  the Company and such holders or by the underwriters.  The relative
fault  of  the  Company, on the one hand, and of each such holder, on the other,
shall  be  determined by reference to, among other things, whether the untrue or
alleged  untrue  statement of a material fact relates to information supplied by
such  party,  and the parties' relative intent, knowledge, access to information
and  opportunity  to  correct  or  prevent  such  statement  or  omission.

          (b)  The  Company and the holders of Registrable Securities agree that
it  would not be just and equitable if contribution pursuant to this Section 4.9
were determined by pro rata allocation (even if the underwriters were treated as
one  entity for such purpose) or by any other method of allocation that does not
take  account  of the equitable considerations referred to in the next preceding
paragraph.  The  amount  paid  or payable by an indemnified party as a result of
the  losses,  claims,  damages  or liabilities referred to in the next preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in  connection  with  investigating  or  defending  any  such  action  or claim.
Notwithstanding  the  provisions  of  this  Section 4.9, no underwriter shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at which the Registrable Securities underwritten by it and distributed to
the public exceeds the amount of any damages that such underwriter has otherwise
been  required  to  pay  by reason of such untrue or alleged untrue statement or
omission  or  alleged omission, and no holder of Registrable Securities shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which  the  Registrable Securities of such holder were offered to the
public  exceeds  the  amount  of any damages that such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or  alleged  omission.  No person guilty of fraudulent misrepresentation (within
the  meaning  of  Section  11(f)  of  the  Securities  Act) shall be entitled to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  Each Stockholder's obligation to contribute pursuant to this
Section  4.9  is  several  in  the  proportion that the proceeds of the offering
received  by  such  Stockholder  bears  to  the  total  proceeds of the offering
received  by  all  the  Stockholders  and  not  joint.

          SECTION 4.10.  Rule 144.  The Company covenants and agrees that (i) so
long  as  it remains subject to the reporting provisions of the Exchange Act, it
will timely file the reports required to be filed by it under the Securities Act
or  the  Exchange Act (including, but not limited to, the reports under Sections
13  and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
under  the  Securities  Act),  and  (ii) it will take such further action as any
Investor  Stockholder  (or  any  Third  Party  Transferee  to  whom any Investor
Stockholder  transfers  the  right to make a Demand Registration) of Registrable
Securities  may reasonably request, all to the extent required from time to time
to  enable Holders to sell Registrable Securities without registration under the
Securities  Act within the limitation of the exemptions provided by (x) Rule 144
under  the Securities Act, as such Rule may be amended from time to time, or (y)
any  similar  rule  or regulation hereafter adopted by the Commission.  Upon the
request  of  any Investor Stockholder (or any Third Party Transferee to whom any
Investor  Stockholder  transfers  the  right to make a Demand Registration), the
Company will deliver to such Investor Stockholder (or any Third Party Transferee
to  whom  any  Investor  Stockholder  transfers  the  right  to  make  a  Demand
Registration)  a  written  statement  as  to  whether  it has complied with such
requirements.

                                    ARTICLE V

                              CORPORATE GOVERNANCE

          SECTION  5.1.  Board  Representation.  (a)  Effective  as of the First
Closing,  the  Board  shall  be comprised of 7 members of whom four shall be the
Directors  immediately prior to the First Closing, two shall be designees of the
Investor  Stockholders  and one shall be an Independent Director.  The designees
of  the  Investor  Stockholders  shall  have  been  designated  by  the Investor
Stockholders  prior  to the First Closing and each such Person shall continue to
be  an Investor Director until at least the earlier of (i) the first anniversary
of  the First Closing and (ii) the date such Person ceases to be an Affiliate of
any  Investor  Stockholder  (whether  as  a  result  of  death,  termination  of
employment  or otherwise).  Within three months of the First Closing, the Dedman
Stockholders  shall designate an Independent Director who shall fill the vacancy
existing  at  the  First  Closing.

          (b)  After  the  First  Closing,  the  Board  shall  be comprised of 7
members  (or the Board may be reduced to 6 members, if the Investor Stockholders
(and  their assigns) shall be entitled to designate less than two Directors), of
whom  (i) one shall be an Independent Director, selected as described below, and
(ii)  (A)  two  shall  be  designees of the Investor Stockholders so long as the
Investor  Stockholders  (together with their Permitted Transferees) beneficially
own at least 50% of their Initial Interest or (B) one shall be a designee of the
Investor  Stockholders so long as the Investor Stockholders (together with their
Permitted  Transferees) beneficially own less than 50% of their Initial Interest
but  at least 25% of their Initial Interest; provided that the size of the Board
may  be  increased at any time to up to 9 members (and thereafter reduced to not
less  than  7  members  (or  6  members, if the Investor Stockholders (and their
assigns) shall be entitled to designate less than two Directors)); provided that
if  the  Board  consists  of more than 7 members, at least one of the additional
member(s)  must be an Independent Director who shall be designated by the Dedman
Stockholders.  If  the  Investor  Stockholders  (together  with  their Permitted
Transferees)  beneficially own less than 25% of their Initial Interest, then the
Investor  Stockholders  shall  not be entitled to designate any Directors.  Each
Independent  Director shall be selected by the Dedman Stockholders.  Each of the
Dedman  Stockholders,  the Investor Stockholders and the Company shall take such
action  as  may  be  required  under  applicable  law to include in the slate of
nominees recommended by the Board the designees of the Investor Stockholders and
each  Independent  Director  designated by the Dedman Stockholders.  Each of the
Investor  Stockholders  agrees  that so long as the Dedman Stockholder Group has
the  right  to  vote  an  aggregate  of  50%  or  more of the outstanding Voting
Securities,  the Investor Stockholders shall take such action as may be required
under  applicable  law  to  include  in the slate of nominees recommended by the
Board  the  Persons  designated  by  the  Dedman  Stockholder  Group to fill the
positions on the Board not required to be filled by an Independent Director or a
designee  of  the  Investor Stockholders (such Persons, the "Dedman Designees").

          (c)  Each  of  the  Dedman  Stockholders and the Investor Stockholders
agrees  to  vote  (and  use  its  best  efforts  to  cause each of its Permitted
Transferees  to vote, if applicable), or act by written consent with respect to,
any  Voting  Securities  beneficially  owned  by  it,  at each annual or special
meeting  of  stockholders of the Company at which Directors are to be elected or
to  take  all  actions  by  written  consent  in lieu of any such meeting as are
necessary,  to  cause  the  designees  of  the Investor Stockholders, the Dedman
Designees and each Independent Director designated by the Dedman Stockholders to
be  elected to the Board and to otherwise effect the intent of the provisions of
Section  5.1(a) and (b). The Company agrees to use its best efforts to cause the
election  of  each  such  designee  to  the  Board,  including  nominating  such
individuals  to  be  elected  as  members  of  the  Board  as  provided  herein.

          (d)  In  the event that a vacancy is created at any time by the death,
disability,  retirement,  resignation  or removal (with or without cause) of any
Investor  Director  or  Independent  Director,  the  remaining Directors and the
Company  shall  cause the vacancy created thereby to be filled by a new designee
as  soon  as  possible,  who  is  designated  in  the  manner and by the persons
specified in Section 5.1(b), and the Company, each Investor Stockholder and each
Dedman Stockholder hereby agrees to take, at any time and from time to time, all
actions  necessary  to  accomplish  the  same.  Upon  the written request of the
Investor  Stockholders,  each  Dedman  Stockholder  shall vote (and use its best
efforts  to  cause each of its Permitted Transferees to vote, if applicable), or
act by written consent with respect to, all Voting Securities beneficially owned
by  it  and  otherwise take or cause to be taken all actions necessary to remove
any  Investor  Director  and  to  elect  any  replacement Director designated as
provided  in  the  first  sentence  of  this Section 5.1(d).  Unless an Investor
Stockholder  shall otherwise request in writing, no Dedman Stockholder or any of
its  Permitted  Transferees  shall  take  any action to cause the removal of any
Investor  Directors.  At  the  written  request of the Dedman Stockholders, each
Investor  Stockholder  shall  take the actions described in the second preceding
sentence  with  respect  to  any  Independent  Director designated by the Dedman
Stockholders  or  to  any  Dedman  Designee.

          (e)  Without  the  written  consent  of the Investor Stockholders, the
Company  agrees  not to take any action that would cause the number of Directors
constituting  the  entire  Board  to  be  less  than  7  (unless  the  Investor
Stockholders  (and  their  assigns) shall be entitled to designate less than two
Directors,  in  which  case,  less  than  6)  or  greater than 9 and each Dedman
Stockholder and Investor Stockholder agrees to use its best efforts to cause the
number  of  Directors  constituting the entire Board to be no less than 7 (or 6,
under  the  circumstances  described  above)  or  greater  than  9.

          (f)  Except  to  the  extent  specifically  provided  for  pursuant to
Section  2.4,  the  rights  of  the  Investor  Stockholders  and  its  Permitted
Transferees granted under this Section 5.1 may be exercised only by the Investor
Stockholders  or  any  Permitted  Transferee  that  is  controlled by any of the
Investor  Stockholders, notwithstanding any Transfer to any Permitted Transferee
of  the  Investor  Stockholders.

          SECTION  5.2.  Committees.  For  so  long as the Investor Stockholders
are  entitled pursuant to Section 5.1(b) to designate at least one Director, the
Company  shall  cause  any  executive  committee,  compensation committee, audit
committee,  investment committee, nominating committee or other committee of the
Board  to  include  at  least  one  Investor  Director.

          SECTION  5.3.  Consents Rights.  In addition to any vote or consent of
the  Board or the stockholders of the Company required by law or the Certificate
of  Incorporation,  until  such  time as the members of the Investor Stockholder
Group  beneficially  own  less than either (x) 50% of the Investor Stockholders'
Initial  Interest or (y) 8% of the total outstanding Equity Securities (provided
that if, following any issuance of Equity Securities by the Company, the members
of  the  Investor  Stockholder  Group beneficially own less than 8% of the total
outstanding  Equity  Securities,  the  members of the Investor Stockholder Group
shall  not  be  deemed to beneficially own less than 8% of the total outstanding
Equity Securities for purposes of this Section 5.3 until such time as any member
of  the  Investor  Stockholder Group Transfers any Equity Securities), the prior
written  consent  of  an  Investor  Stockholder (or a Permitted Transferee of an
Investor  Stockholder  that is controlled by such Investor Stockholder) shall be
necessary  for authorizing, effecting or validating the following actions by the
Company:

          (i)  amendments  to  the  Certificate  of  Incorporation  or  By-Laws;

          (ii)  (A)  the  sale,  lease, transfer, mortgage, encumbrance or other
disposition of any of the Company's or its Subsidiaries properties or assets, in
one  transaction  or  a  series  of  related  transactions,  including,  without
limitation,  Capital  Stock  in  any  Subsidiaries of the Company, to any Person
other  than  its wholly-owned Subsidiaries, except for such properties or assets
having an aggregate fair market value, as determined in good faith by the Board,
of less than $30 million in any fiscal year or (B) the transfer of properties or
assets  ,  in  one  transaction  or  a series of related transactions, having an
aggregate  fair  market value, as determined in good faith by the Board, of less
than  $25  million  in  the  aggregate  in  any  fiscal  year to joint ventures,
partnerships,  corporations or other business entities in which it is or thereby
becomes  a  participant;

          (iii)  the merger or consolidation of the Company or sale, directly or
indirectly,  of  all  or  substantially  all  of  the  Company's  assets;

          (iv)  the acquisition (directly or through any of its Subsidiaries) by
merging  or consolidating with, or by purchasing all or a substantial portion of
the  stock  or  assets  of,  or  by  any  other  manner acquiring, any business,
properties,  assets  or  Person,  in  one  transaction  or  a  series of related
transactions,  for  consideration  (including assumed debt) or the making of any
investment in any other Person, in the aggregate in any fiscal year in excess of
10%  of  the  operating revenue of the Company and its consolidated Subsidiaries
for its next preceding fiscal year (as shown on its audited financial statements
for  the  next preceding fiscal year); provided that no more than $10 million of
such  consideration  shall  consist  of Equity Securities so long as such Equity
Securities  issued  in  any  such  transaction  are valued at the Formula Price;
provided,  further,  that  in  connection with any such transaction in which the
Investor Stockholders will provide additional equity to the Company, at the time
any Investor Stockholder consents to such transaction, such Investor Stockholder
will  specify  the  amount  of  any  such  additional  equity  commitment.

          (v)  the  incurrence  of  any  Indebtedness (other than (1) short-term
Indebtedness incurred to refinance existing short-term Indebtedness or otherwise
incurred  in  the ordinary course of business consistent with past practice, (2)
Indebtedness  incurred  under  the New Credit Facility, as in effect on the date
hereof, (3) Indebtedness incurred to repurchase Common Stock pursuant to Section
3.2  but  only  if  the Company cannot satisfy its obligations under Section 3.2
with  borrowings  under  the  New  Credit  Facility, and (4) Indebtedness of the
Company  or  any  of  its Subsidiaries to the Company or any of its wholly-owned
Subsidiaries),  assumption,  guarantee,  endorsement  or  otherwise  as  an
accommodation  becoming  responsible for the obligations of any other Person, or
the  making  of  any  loan,  advance  or capital contribution (other than to the
Company or any of its wholly-owned Subsidiaries) in excess of $50 million in the
aggregate in any fiscal year; provided that the foregoing shall not prohibit the
refinancing  of  the New Credit Facility as each part thereof matures so long as
(A) such new facility provides for an aggregate principal amount of Indebtedness
not  in excess of the aggregate principal amount of Indebtedness provided by the
New  Credit Facility, (B) such new facility is on commercially reasonable terms,
(C)  such  new  facility  expressly  permits  the  Equity  Repurchase  Program
contemplated  by  Section  3.2  on no less restrictive terms than the New Credit
Facility  and  (D)  the  Investor Stockholders have been consulted in connection
therewith  and  have  been  afforded  a reasonable opportunity to comment on the
terms  and  conditions  of  such  new  facility;

          (vi)  the making or commitment to make any capital expenditures in the
aggregate  in  excess  of  7%  of  the  operating revenue of the Company and its
consolidated  Subsidiaries  for  its next preceding fiscal year (as shown on its
audited  financial  statements  for  the  next  preceding  fiscal  year);

          (vii)  the redemption, repurchase or prepayment of any Indebtedness of
the  Company  or  any  of  its  Subsidiaries  prior to its scheduled maturity or
mandatory  prepayment,  or  amendment  or  modification  of  the  terms  of  any
Indebtedness  existing  on  the  date hereof or incurred hereafter in compliance
with  the  provisions  of this Section 5.3, in each case, except with respect to
Indebtedness  of  less  than  $50  million  in the aggregate in any fiscal year;

          (viii)  the  making,  declaration,  setting  aside  or  payment of any
dividend  or  making  of  any  other  distribution on, or directly or indirectly
redeeming, purchasing or otherwise acquiring, any shares of its Capital Stock or
other  equity  interests (or those of any of its Subsidiaries) or any securities
or  obligations  convertible  into or exchangeable for any shares of its Capital
Stock  or other equity interests, except for (i) the Redemption Obligation, (ii)
dividends  or distributions by any wholly owned Subsidiary of the Company to the
Company  or  any other wholly owned Subsidiary of the Company, (iii) repurchases
of Equity Securities of up to $5.0 million in any fiscal year from Charitable or
Non-Profit  Entities; provided that to the extent that less than $5.0 million is
repurchased  under this clause (iii) in any fiscal year, such unused amounts may
be  used  to  make  repurchases  from  Charitable  or Non-Profit Entities in any
subsequent  fiscal  year,  (iv)  repurchases  of Equity Securities of up to $2.5
million  in  any  fiscal  year  from  members  of  the  Dedman Stockholder Group
(provided  that  the Foundation Stockholders shall have the right to participate
in  such  repurchases pro rata based on the ratio of (x) the Initial Interest of
the  Foundation  Stockholders  to (y) the Initial Interest of all members of the
Dedman Stockholder Group) and (v) repurchases of Equity Securities of up to $2.5
million  in  any  fiscal  year  from  stockholders  of  the  Company  other than
Charitable  or  Non-Profit  Entities or members of the Dedman Stockholder Group;
provided  that  (A)  in  the  case  of  clauses  (i),  (iii), (iv) and (v), such
repurchases  shall be made at the Formula Price, (B) in the case of clause (iv),
there  shall  be  no  repurchases  prior  to  the first anniversary of the First
Closing  and  (C)  in  the  case  of  clauses  (iii)  and (v), there shall be no
repurchases  prior  to  the determination of the Formula Price (and the approval
thereof  pursuant  to  clause  (xvi))  at  the end of the first quarter of 2000;

          (ix)  entering  into any direct or indirect transaction by the Company
or any of its Subsidiaries with an Affiliate of the Company or any member of the
Dedman  Stockholder  Group or a family member or an Affiliate thereof (including
without  limitation,  the  purchase, sale, lease or exchange of any property, or
rendering  of any service or modification or amendment of any existing agreement
or  arrangement),  other  than  a  transaction  which satisfies all three of the
following criteria:  such transaction (i) is in the ordinary course of business,
(ii)  involves  or  has  a potential value of $5 million or less and (iii) is no
less  favorable  to  the  Company  than an arm's-length transaction with a third
party  which  is  not  such  a  party  as determined in good faith by the Board;

          (x)  (A)  the  removal or election of any Chief Executive Officer or a
similar officer whose responsibility is executive oversight of the Company's and
its  Subsidiaries'  operations  or  (B)  approval  of  any  new,  or  material
modification of any existing, executive, officer and director compensation plans
or  agreements  offered  by  the  Company  or  any  of  its  Subsidiaries;

          (xi)  the  commencement,  undertaking  or  engaging in any new line of
business  or otherwise materially changing the nature of the business engaged in
by  the  Company  and  its  Subsidiaries  on  the  date  hereof;

          (xii)  the  commencement  of  any  proceeding  or  the  filing  of any
petition  in  any  court  relating  to  bankruptcy,  reorganization, insolvency,
liquidation  or  relief  from  debtors  involving  the  Company;

          (xiii)  the  settlement  or  compromise any litigation (whether or not
commenced  prior  to  the  date  of  this  Agreement), other than settlements or
compromises  of litigation where the amount paid does not exceed $15 million for
any  single  litigation  matter or related group of litigation matters (provided
such  settlement  or  compromise  agreements  do  not  involve  any non-monetary
obligations  on  the  part  of  Company  or  any  of  its  Subsidiaries);

          (xiv)  the  issuance  or  sale  by  the Company of any Common Stock or
other  Equity  Securities  (except,  in  each  case, (1) under the Company stock
option plans, as currently in effect on the date hereof, or as approved pursuant
to  clause (x)(B) of this Section 5.3, (2) upon exercise of the Warrants, (3) as
consideration  in  any  transaction of the type described in clause (iv) of this
Section  5.3  which does not require the consent of the Investor Stockholders or
to  which  the  Investor  Stockholders have consented, (4) offered pursuant to a
registration  statement  which  has been declared effective under the Securities
Act,  whereby  such securities shall be publicly traded on a national securities
exchange  or  quoted  on  the Nasdaq or National Market System, (5) Common Stock
(provided that (A) after giving effect to such issuance and the pro forma use of
the  proceeds therefrom, the Leverage Ratio would not be less than 2.5x, (B) the
Person  to  whom  the  Common Stock is issued does not receive Consent Rights or
other  similar rights and (C) such Person does not receive more favorable rights
to designate Directors or to participate on committees than those granted to the
Investor  Stockholders  pursuant to Sections 5.1 and 5.2) and (6) to the ESOP in
connection  with  any  Matching Contribution (as defined in the ESOP) or Pre-Tax
Contribution  (as  defined  in  the  ESOP)  pursuant  to  the  terms  thereof);

          (xv)  make  any  change  in  any  method  of  accounting or accounting
practice  or  policy  except  as  required  by  changes  in  GAAP  and  with the
concurrence  of  its  independent  accountants;  or

          (xvi)  the  determination  of  the  Formula  Price for the purposes of
clauses  (iv) and (viii) of this Section 5.3 and any other transaction involving
the issuance or repurchase of Equity Securities by the Company or any Subsidiary
of  the  Company;  provided that, if an Investor Stockholder does not consent to
the  Formula  Price,  the Company and the Investor Stockholders shall attempt to
resolve  such  differences  for  a  period  of 14 days and if, after such 14-day
period  the  Company  and  the  Investor  Stockholders  cannot  resolve  their
differences,  the Formula Price shall be determined by an Independent Investment
Banking  Firm  selected  by  the  Investor  Stockholders with the consent of the
Company,  which  consent  shall  not  be  unreasonably  withheld.

          SECTION  5.4.  Voting on Certain Matters.  In connection with any vote
or  action by written consent of the stockholders of the Company relating to any
matter  that  constitutes  a  Consent Right, each Dedman Stockholder agrees (and
agrees  to cause each of its Permitted Transferees, if applicable), with respect
to  any  Voting  Securities with respect to which it, he or she has the power to
vote,  (i)  to  vote  against  (and  not act by written consent to approve) such
Consent  Right  if  such Consent Right has not been consented to by the Investor
Stockholders  in  accordance with the provisions of Section 5.3 and (ii) to take
or  cause  to  be  taken  all  other  reasonable actions required, to the extent
permitted  by  law,  to  prevent  the  taking  of any action by the Company with
respect  to  a  Consent Right unless such Consent Right has been consented to by
the  Investor  Stockholders  in  accordance  with the provisions of Section 5.3.

          SECTION 5.5.  Restrictions on Other Agreements.  Except for agreements
with  other members of its Stockholder Group, no Stockholder shall enter into or
agree  to  be bound by any stockholder agreements or similar agreements with any
Person with respect to any Equity Securities (including, without limitation, the
deposit  of  any shares of Common Stock in a voting trust or forming, joining or
in  any  way  participating  in  or  assisting  in the formation of a Group with
respect  to  any  shares  of  Common Stock); provided that in no event shall any
Stockholder  enter  into  or  agree  to  be  bound  by stockholder agreements or
arrangements  of  any  kind  which  are  in  any  manner  inconsistent with this
Agreement.  Notwithstanding  the  foregoing, this Section 5.5 shall not prohibit
any  agreement  with  any  Person  to whom Equity Securities are permitted to be
issued  pursuant  to  Section  5.3(xiv)(5)  which  is necessary to implement and
solely  relates  to the provisions of clause (C) of such Section so long as such
agreement  is  not  otherwise inconsistent with this Agreement.  Notwithstanding
the  foregoing,  no  provision  of this Agreement shall prevent the Company from
entering  into  a  registration  rights  agreement with any member of the Dedman
Stockholder  Group  that is identical in all material respects to the provisions
of  Article  IV  except  that  the Company may provide the members of the Dedman
Stockholder Group the right to require the Company to effect a greater number of
Demand  Registrations than provided to the Investor Stockholders; provided, that
the  members  of  the Dedman Stockholder Group shall not be entitled to exercise
more  than  five  Demand  Registrations  prior  to the seventh anniversary of an
Initial  Public  Offering  unless the Investor Stockholders  and their Permitted
Transferees  cease  to  own  at  least  25% of their Initial Interest; provided,
further,  that, until such time as the Investor Stockholders (and their assigns)
have  used  all  four of their Demand Registrations, if any member of the Dedman
Stockholder Group has requested a Demand Registration, such member shall have 90
days  from  the  date  of  such  request  to consummate such registration and if
consummated within such 90-day period, no member of the Dedman Stockholder Group
shall  be  permitted  to exercise another Demand Registration until at least one
year  after  the consummation of such Demand Registration and if not consummated
in  such period, such member shall terminate such registration and withdraw such
request  and  no  member  of  the Dedman Stockholder Group shall be permitted to
exercise  another Demand Registration until at least the one year anniversary of
the  end  of  such  90-day  period.

          SECTION  5.6.  Financial  and  Other  Information.  The  Company shall
deliver,  or  cause  to  be  delivered  to  the Investor Stockholders as soon as
available,  annual,  quarterly  and monthly financial statements of the Company,
budget and planning information with respect to the Company and its Subsidiaries
and  such  other  information  and  data  with  respect  to  the Company and its
Subsidiaries  as  the  Investor  Stockholders may reasonably request, including,
without  limitation, full and complete access to the files and records regarding
the  business  of  the  Company and its Subsidiaries.  The Investor Stockholders
shall be afforded the opportunity to discuss such information with management of
the  Company  from  time  to  time  upon  their  reasonable  request.

          SECTION  5.7.  Board  Procedures.  Unless  otherwise  agreed  by  the
parties  hereto,  the  Board  shall  follow  the  following  procedures:

          (i)  Meetings.  Special  Meetings of the Board may be held at any time
permitted pursuant to the By-Laws, by oral, telephonic, telegraphic or facsimile
notice duly given or sent, or by written notice sent by two-day courier, in each
case  to be received at least two days before any actions to be taken by written
resolution, at least three days before any telephonic meeting and at least seven
days before any in-person meeting to each director.  Reasonable efforts shall be
made  to  ensure  that  each  director  actually  receives  timely notice of any
meeting.

          (ii)  Agenda.  A  reasonably detailed agenda shall be supplied to each
Director reasonably in advance of each meeting of the Board, together with other
appropriate documentation with respect to agenda items calling for Board action,
to  inform adequately Directors regarding matters to come before the Board.  Any
Director  wishing  to  place a matter on the agenda for any meeting of the Board
may  do  so  by  communicating  with  the  chairman of the Board sufficiently in
advance  of the meeting of the Board so as to permit timely dissemination to all
directors  of  information  with  respect  to  the  agenda.

          (iii)  Reimbursement  of  Expenses.  The  Company  shall reimburse the
Investor  Directors for their reasonable out-of-pocket expenses incurred by them
for  the  purpose  of  attending  meetings  of  the Board or committees thereof.

          (iv)  Repurchases.  The Company shall provide to the Board a quarterly
report  specifying  the  number  of  shares  of  Common  Stock  or  other Equity
Securities  repurchased in such quarter and the prices at which such shares were
repurchased.

          SECTION  5.8.  Cooperation.  Each  Dedman  Stockholder  and  Investor
Stockholder  shall  vote  (or act or not act by written consent with respect to)
all  of  its shares of Common Stock (and any shares of Common Stock with respect
to which it has the power to vote (whether by proxy or otherwise)) and shall, as
necessary  or  desirable, attend all meetings in person or by proxy for purposes
of  obtaining a quorum, and execute all written consents in lieu of meetings, as
applicable,  to  effectuate  the  provisions  of  this  Article  V.

          SECTION 5.9.  Investments.  (a) The Investor Stockholders agree that,
from  the  First  Closing  to  the  date that is three months after the date the
Investor Stockholders or their Affiliates no longer have a designated nominee on
the  Board,  the  Investor  Stockholders  or  their Affiliates will not make any
Active  Investment  in  or  take  action  to  become  an Affiliate of, a Company
Competitor;  provided,  that  nothing  in  this  Section  5.9 shall preclude the
Investor  Stockholders  or  their  Affiliates  from  (i)  making  a  non-Active
Investment  in  any  Person, (ii) maintaining or increasing a current investment
(including  an  Active  Investment)  in,  or  maintaining  a  current  Affiliate
relationship  with,  any Person or (iii) maintaining or increasing an investment
(including  an  Active Investment) in (including through the making of an Active
Investment in a Company Competitor by an Affiliate), or maintaining an Affiliate
relationship with, any Person that is a Company Competitor but was not a Company
Competitor,  and to the knowledge of the Investor Stockholders did not intend to
become  a Company Competitor, at the time the Investor Stockholders initiated an
investment  or  Affiliate  relationship  with  such  Person.

          (b)  The  Company represents and warrants to the Investor Stockholders
that  the  Persons  listed  on  Schedule  5.9 are Persons who are engaged in the
ownership or operation of daily fee or semi-private golf courses or golf-related
private  clubs.

                                   ARTICLE VI

                               IPO RECAPITALIZTION

          SECTION  6.1.  Agreement  to  Effect  Recapitalization.  Each  of  the
Stockholders  hereby  agrees that prior to the consummation of an Initial Public
Offering  it shall use its reasonable efforts to vote (or act by written consent
with  respect  to)  all  of its shares of Common Stock (and any shares of Common
Stock with respect to which it has the power to vote) and shall, as necessary or
desirable,  use  its  reasonable  efforts to attend all meetings in person or by
proxy  to  effectuate  a  recapitalization  (the "Recapitalization") pursuant to
which  the  following  will  occur  immediately prior to the consummation of the
Initial  Public  Offering:  (i) the authorized Capital Stock of the Company will
include  (A)  not less than the number of shares of Class B Common Stock that is
50,000,000  more  than the number of shares of Common Stock outstanding prior to
the  Recapitalization,  (B) not less than the number of shares of Class A Common
Stock  that  is 150,000,000 more than the number of authorized shares of Class B
Common  Stock  and  (C)  not  less  than  150,000,000 shares of preferred stock,
issuable  in  series;  (ii)  each share of Common Stock outstanding prior to the
Recapitalization will be converted into one share of Class B Common Stock; (iii)
each  option,  warrant  or  other  right  to  acquire  shares  of  Common  Stock
outstanding or issuable prior to the Recapitalization shall be converted into an
option,  warrant  or other right to acquire the same number of shares of Class B
Common  Stock  on  the  same  terms  and  conditions;  (iv)  the  Certificate of
Incorporation and By-Laws of the Company will be amended in such manner that the
material  terms  of  the  Certificate  of Incorporation and By-Laws will include
those  set  forth  in  Schedule  6.1  hereto.

                                   ARTICLE VII

                        REPRESENTATIONS AND WARRANTIES OF
                              CERTAIN STOCKHOLDERS

          Each  of Robert H. Dedman, Sr., Robert H. Dedman, Jr., Patricia Dedman
Dietz,  Robert  Dedman  Trust  #1  and Robert Dedman Trust #2, severally and not
jointly,  hereby  represents  and  warrants  to  the  Purchasers  as  follows:

          SECTION  7.1.  Organization.  Such  Stockholder,  if a trust, has been
duly  established  and  is  a  valid trust under the laws of the State of Texas.
Each  Stockholder  that  is  a trust has provided to the Investor Stockholders a
complete and correct copy of its indenture creating the trust and all amendments
thereto,  as  in  effect  on  the  date  of  this  Agreement.

          SECTION  7.2.  Authority.  Such  Stockholder,  if  a  trust,  has  all
necessary trust power and authority, and if a natural person, has legal capacity
to  enter  into this Agreement and has taken all action necessary to execute and
deliver  this  Agreement, to consummate the transactions contemplated hereby and
to perform its obligations hereunder.  This Agreement has been duly executed and
delivered  by such Stockholder.  Assuming the due execution of this Agreement by
the  Company,  the  Purchasers  and  the  other  Stockholders,  this  Agreement
constitutes  legal,  valid  and  binding  obligations  of  such  Stockholder,
enforceable  against  it in accordance with its terms, subject to the effects of
bankruptcy,  insolvency,  fraudulent  conveyance, reorganization, moratorium and
similar  laws  of  general  applicability  relating  to  or affecting creditors'
rights,  general  equitable  principles  (whether  considered in a proceeding in
equity  or  at  law)  and  an  implied  covenant of good faith and fair dealing.

          SECTION  7.3.  Non-Contravention.  Neither  the  execution  of  this
Agreement  by  such  Stockholder  nor the performance by such Stockholder of its
obligations  hereunder  nor  the  consummation  by  such  Stockholder  of  the
transactions  contemplated  hereby,  will result in (a) if such Stockholder is a
trust, a violation of or a conflict with the indenture creating the trust, (b) a
breach  or  violation of, or a default under (with or without notice or lapse of
time  or  both),  any  term  or  provision  of,  or  any  right  of termination,
cancellation,  modification  or  acceleration  arising  under,  any  note, bond,
mortgage, indenture, license, contract, commitment arrangement, agreement, lease
or  other  instrument  or  obligation to which such Stockholder is a party or is
subject  or  by which any of its properties or assets are bound, (c) a violation
by  such  Stockholder  of any Government Order (as defined in the Stock Purchase
Agreement),  or  statute,  law,  ordinance, rule or regulation, whether federal,
foreign, state or local, to which such Stockholder is subject or by which any of
its properties or assets are bound, or (d) the imposition of any Encumbrance (as
defined  in  the Stock Purchase Agreement) on the business, properties or assets
of  such  Stockholder.

          SECTION  7.4.  Consents and Approvals.  No consent, approval, order or
authorization  of  or notice to, or declaration, filing or registration with any
Governmental Authority (as defined in the Stock Purchase Agreement), or consent,
approval  or  waiver  of any other Person, is required to be made or obtained by
such  Stockholder  in connection with the execution, delivery and performance of
this  Agreement  and  the  consummation  of the transactions contemplated hereby
except  those  that  have  been  made  or  obtained  prior  to  the date hereof.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          SECTION  8.1.  Conflicting  Agreements.  Each  of the Stockholders and
the Company represents and warrants that such party has not granted and is not a
party to any proxy, voting trust or other agreement that is inconsistent with or
conflicts  with  any  provision  of  this  Agreement.

          SECTION  8.2.  Termination.  The  provisions of Article II (other than
Section  2.4),  Article III, Sections 5.3 and 5.4 and Article VI shall terminate
upon  the  earlier of the (i) consummation of an Initial Public Offering or (ii)
the  tenth  anniversary  of  the  date  hereof.  Subject  to  Section  2.4,  the
provisions  of  Sections 5.1, 5.2, 5.6, 5.7 and 5.8 shall terminate at such time
as the Investor Stockholders no longer have the right to designate one Director.
In addition, the provisions of Section 5.3 are subject to earlier termination as
specified  therein and the provisions of Section 5.9 shall terminate at the time
specified  therein.  The Investor Stockholders shall cease to have any rights or
obligations  (other  than  under Article IV) under this Agreement as of the date
that  they  cease  to have the right under Section 5.1 to designate at least one
Director.

          SECTION  8.3.  Legend.  (a)  All  certificates representing the shares
of  Common  Stock  held by each Stockholder shall bear a legend substantially in
the  following  form:

"THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT  (A  COPY  OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).  NO
TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION
STATEMENT  EFFECTIVE  UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED, OR (B)
PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  THEREUNDER.  THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE
PROVISIONS  OF  SUCH  STOCKHOLDERS  AGREEMENT.

          (b)  Upon  the  sale  of any shares of Common Stock pursuant to (i) an
effective  registration  statement  under the Securities Act or pursuant to Rule
144 promulgated thereunder or (ii) another exemption from registration under the
Securities  Act  or  upon  the  termination  of this Agreement, the certificates
representing  such  shares  of Common Stock shall be replaced, at the expense of
the  Company,  with certificates or instruments not bearing the legends required
by this Section 8.3; provided that the Company may condition such replacement of
certificates  under  clause  (ii)  upon  the receipt of an opinion of securities
counsel  reasonably  satisfactory  to  the  Company.

          (c)  Upon  execution  of  this  Agreement,  shares  of  Common  Stock
presently  held by Stockholders that do not bear a legend as provided in Section
8.3  shall  be surrendered to the Company and such instruments shall be endorsed
with  said  legend  and  returned  to  the  appropriate  Stockholder.

          SECTION  8.4.  Further  Assurances.  At  any time or from time to time
after  the  date  hereof, the parties agree to cooperate with each other, and at
the  request  of any other party, to execute and deliver any further instruments
or  documents  and  to  take  all  such  further  action  as the other party may
reasonably  request  in  order to evidence or effectuate the consummation of the
transactions  contemplated  hereby  and to otherwise carry out the intent of the
parties  hereunder.

          SECTION  8.5.  Amendment  and  Waiver.  Except  as  otherwise provided
herein,  no modification, amendment or waiver of any provision of this Agreement
shall  be  effective  against  the  Company  or  any  Stockholder  unless  such
modification, amendment or waiver is approved in writing by the Company and each
Stockholder.  The  failure of any party to enforce any of the provisions of this
Agreement  shall in no way be construed as a waiver of such provisions and shall
not  affect  the  right  of  such  party  thereafter  to  enforce each and every
provision  of  this  Agreement  in  accordance  with  its  terms.

          SECTION 8.6.  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law,  but  if any provision of this Agreement is held to be invalid,
illegal  or unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such  invalidity, illegality or unenforceability shall not affect
any  other  provision  or  any  other  jurisdiction, but this Agreement shall be
reformed,  construed  and  enforced  in  such  jurisdiction  as if such invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.

          SECTION  8.7.  Effective  Date.  This Agreement shall become effective
immediately  upon  the  First  Closing.

          SECTION  8.8.  Entire  Agreement.  Except  as  otherwise expressly set
forth herein, this document and the Stock Purchase Agreement embody the complete
agreement and understanding among the parties hereto with respect to the subject
matter  hereof and supersede and preempt any prior understandings, agreements or
representations  by or among the parties, written or oral, that may have related
to the subject matter hereof in any way.  Without limiting the generality of the
foregoing,  to the extent that any of the terms hereof are inconsistent with the
rights  or  obligations  of  any  Stockholder under any other agreement with any
other  Stockholder  or  the  Company,  the terms of this Agreement shall govern.

          SECTION  8.9.  Successors  and  Assigns.  Except as expressly provided
herein,  neither  this Agreement nor any of the rights or obligations under this
Agreement  shall  be  assigned,  in whole or in part (except by operation of law
pursuant  to  a  merger  whose  purpose  is  not to avoid the provisions of this
Agreement),  by any party without the prior written consent of the other parties
hereto.  Subject  to  the  foregoing, this Agreement shall bind and inure to the
benefit  of  and  be  enforceable  by  the  parties  hereto and their respective
successors  and  assigns.

          SECTION  8.10.  Counterparts.  This  Agreement  may  be  executed  in
separate  counterparts each of which shall be an original and all of which taken
together  shall  constitute  one  and  the  same  agreement.

          SECTION  8.11.  Remedies.  (a)  Each  party  hereto  acknowledges that
money  damages  would  not  be  an  adequate remedy in the event that any of the
covenants  or  agreements in this Agreement are not performed in accordance with
its  terms,  and it is therefore agreed that in addition to and without limiting
any  other  remedy  or  right it may have, the non-breaching party will have the
right to an injunction, temporary restraining order or other equitable relief in
any  court  of  competent  jurisdiction  enjoining any such breach and enforcing
specifically  the  terms  and  provisions  hereof.

          (b)  All  rights, powers and remedies provided under this Agreement or
otherwise  available  in  respect hereof at law or in equity shall be cumulative
and  not  alternative,  and  the  exercise  or  beginning of the exercise of any
thereof  by  any  party shall not preclude the simultaneous or later exercise of
any  other  such  right,  power  or  remedy  by  such  party.

          SECTION  8.12.  Notices.  Any  notice, request, claim, demand or other
communication  under  this  Agreement  shall  be  in  writing,  shall  be either
personally  delivered, delivered by facsimile transmission, or sent by reputable
overnight  courier  service (charges prepaid) to the address for such Person set
forth  below or such other address as the recipient party has specified by prior
written  notice  to  the  other  parties hereto and shall be deemed to have been
given  hereunder when receipt is acknowledged for personal delivery or facsimile
transmission  or  one  day  after  deposit  with  a  reputable overnight courier
service.

If  to  the  Investor  Stockholders:

The  Cypress  Group
65  East  55th  Street
New  York,  New  York  10022
Attention:  James  L.  Singleton
Telephone:  (212)  705-0153
Facsimile:  (212)  705-0199

with  a  copy  to:

Simpson  Thacher  &  Bartlett
425  Lexington  Avenue
New  York,  NY  10017-3909
Attention:  David  B.  Chapnick,  Esq.
Telephone:  (212)  455-2000
Facsimile:  (212)  455-2502

If  to  the  Company:

Clubcorp,  Inc.
3030  LBJ  Freeway,  Suite  700
Dallas,  Texas  75234
Attention:  Terry  A.  Taylor,  Esq.
Telephone:  (972)  888-7538
Facsimile:  (972)  888-7717

with  a  copy  to:

Sullivan  &  Cromwell
125  Broad  Street
New  York,  New  York  10004
Attention:  Andrew  D.  Soussloff,  Esq.
Telephone:  (212)  558-4000
Facsimile:  (212)  558-3588

If  to  any  Dedman  Stockholder:

c/o  ClubCorp,  Inc.
3030  LBJ  Freeway,  Suite  700
Dallas,  Texas  75234
Attention:  Terry  A.  Taylor,  Esq.
Telephone:  (972)  888-7538
Facsimile:  (972)  888-7717

with  a  copy  to  each  of:

Hughes  &  Luce,  LLP
1717  Main  Street,  Suite  2800
Dallas,  Texas  75201
Attention:  Vester  T.  Hughes,  Esq.
Telephone:  (214)  939-5500
Facsimile:  (214)  939-5849

and

Sullivan  &  Cromwell
125  Broad  Street
New  York,  New  York  10004
Attention:  Andrew  D.  Soussloff,  Esq.
Telephone:  (212)  558-4000
Facsimile:  (212)  558-3588

          SECTION 8.13.  Governing Law; Consent to Jurisdiction.  This Agreement
shall  be  governed by and construed in accordance with the laws of the State of
Delaware  without  giving effect to the principles of conflicts of law.  Each of
the  parties hereto hereby irrevocably and unconditionally consents to submit to
the  non-exclusive  jurisdiction  of the courts of the State of Delaware for any
action,  proceeding  or  investigation  in  any court or before any governmental
authority  ("Litigation")  arising  out of or relating to this Agreement and the
transactions contemplated hereby and further agrees that service of any process,
summons,  notice or document by U.S. mail to its respective address set forth in
this  Agreement shall be effective service of process for any Litigation brought
against it in any such court.  Each of the parties hereto hereby irrevocably and
unconditionally  waives  any  objection to the laying of venue of any Litigation
arising  out  of  this  Agreement or the transactions contemplated hereby in the
courts  of  the  State  of  Delaware,  and  hereby  further  irrevocably  and
unconditionally  waives  and agrees not to plead or claim in any such court that
any  such  Litigation  brought  in  any  such  court  has  been  brought  in  an
inconvenient forum.  Each of the parties irrevocably and unconditionally waives,
to  the  fullest extent permitted by applicable law, any and all rights to trial
by  jury  in  connection  with any Litigation arising out of or relating to this
Agreement  or  the  transactions  contemplated  hereby.

          SECTION  8.14.  Interpretation.  The  table  of  contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in  any way the meaning or interpretation of this Agreement.  Whenever the words
"include",  "includes"  or "including" are used in this Agreement, they shall be
deemed  to  be  followed  by  the  words  "without  limitation".

          IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement  as  of  the  date  first  written  above.


CYPRESS  MERCHANT  BANKING  PARTNERS  L.P.

By:  Cypress Associates L.P., its
       General  Partner

By:  The Cypress Group L.L.C.,
       its General Partner


By:     /s/James L. Singleton
Name:  James L. Singleton
Title: Member


CYPRESS GOLF LTD.

By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Director


CYPRESS MERCHANT BANKING PARTNERS II L.P.
55th STREET PARTNERS II L.P.

By:  Cypress Associates II LLC,
       its General Partner


By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Managing Member


CYPRESS GOLF C.V. LTD.


By:    /s/James L. Singleton
Name:  James L. Singleton
Title: Director

CLUBCORP, INC.

By:    /s/Robert H. Dedman, Jr.
Name:  Robert H. Dedman, Jr.
Title: CEO

/s/Robert H. Dedman
Robert H. Dedman

/s/Robert H. Dedman, Jr.
Robert H. Dedman, Jr.

/s/Patricia Dedman Dietz
Patricia Dedman Dietz


THE DEDMAN FOUNDATION

By:    /s/ Robert H. Dedman
Name:  Robert H. Dedman
Title: President


THE ROBERT AND NANCY DEDMAN
  FOUNDATION


By:    /s/Robert H. Dedman
Name:  Robert H. Dedman
Title: Chairman

ROBERT DEDMAN TRUST #1


By:    /s/Patricia Dedman Dietz
Name:  Patricia Dedman Dietz
Title: Signatory by Trustee Consent


ROBERT DEDMAN TRUST #2


By:    /s/Robert H. Dedman, Jr.
Name:  Robert H. Dedman, Jr.
Title: Signatory by Trustee Consent


NANCY DEDMAN TRUST #1


By:    /s/Patricia Dedman Dietz
Name:  Patricia Dedman Dietz
Title: Signatory by Trustee Consent


NANCY DEDMAN TRUST #2


By:    /s/Robert H. Dedman, Jr.
Name:  Robert H. Dedman, Jr.
Title: Signatory by Trustee Consent