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                                                                     EXHIBIT 4.1

                             STOCKHOLDERS AGREEMENT

            This Stockholders Agreement (the "Agreement") is entered into as of
May 17, 2002, by and among CFSL Holdings Corp., a Delaware corporation (the
"Company"), CFSL Acquisition Corp., a Delaware corporation ("CFSL Acquisition"),
and the investors listed on Schedule A hereto (each, together with its Permitted
Transferees (as defined herein), an "Investor" and, collectively, the
"Investors").

                                    RECITALS

            WHEREAS, the Company, CFSL Acquisition and certain of the Investors
are each parties to that certain Subscription Agreement, dated as of May 17,
2002 (the "Subscription Agreement"), pursuant to which each of such Investors
has agreed to purchase shares of Class A Common Stock (the "Class A Common
Stock") and/or Common Convertible Notes (as defined herein) issued by the
Company, and shares of Series A Cumulative Preferred Stock (the "Series A
Preferred Stock" and, together with the Class A Common Stock, the "Stock")
and/or Preferred Convertible Notes (as defined herein) issued by CFSL
Acquisition;

            WHEREAS, the Company, CFSL Acquisition and certain of the Investors
are each parties to that certain amended and restated securities purchase
agreement, dated as of May 17, 2002 (the "Securities Purchase Agreement"),
pursuant to which each of such Investors has agreed to purchase shares of Class
A Common Stock issued by the Company and/or shares of Series A Preferred Stock
of CFSL Acquisition, together with warrants to purchase additional shares of
such Class A Common Stock (the "Common Warrants") and contingent warrants to
purchase additional shares of such Class A Common Stock (the "Contingent
Warrants" and, together with the Common Warrants, the "Warrants"). The Warrants,
the Stock and the Convertible Notes (as defined herein) are collectively
referred to in this Agreement as the "Securities";

            WHEREAS, all the outstanding shares of common stock of CFSL
Acquisition will be held by the Company at the time of the closing under the
Subscription Agreement and the Securities Purchase Agreement (the "Closing");

            WHEREAS, as a condition to consummating the transactions
contemplated by the Subscription Agreement and the Securities Purchase
Agreement, the Company, CFSL Acquisition and the Investors are executing this
Agreement; and

            WHEREAS, the Company, CFSL Acquisition and the Investors desire to
enter into this Agreement to provide for certain matters with respect to the
ownership and transfer of the Securities to be acquired by the Investors.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, hereby agree as follows:

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SECTION 1. DEFINITIONS

      (a)   As used in this Agreement, the following terms have the following
meanings:

            "Acquisition Certificate of Incorporation" means the Amended and
Restated Certificate of Incorporation of CFSL Acquisition.

            "Affiliate" means, (i) when used with respect to a specified Person
which is not a natural person, another Person that, either directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the Person specified (ii) when used with respect to a
specified Person who is a natural person, any member of such Person's Immediate
Family or any trust, Subchapter S Corporation, limited liability company or
limited partnership, the sole beneficial owners of which are such Person or
members of his or her Immediate Family. With respect to GE Capital Equity
Investments, Inc., the term "Affiliate" shall include any entity managed by GE
Capital Equity Investments, Inc. or any Affiliate of such entity. With respect
to CDP, the term "Affiliate" shall include any entity controlled, directly or
indirectly, by Caisse de depot et placement de Quebec.

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

            "Business Day" means any day that is not a Saturday, a Sunday or a
day on which banks are required or permitted to be closed in the city of New
York, New York.

            "Caisse Stockholder" means CDP and its Permitted Transferees.

            "CDP" means CDP Financial Services (US) LP, a limited partnership
organized under the laws of the State of Delaware.

            "CFS" means Collegiate Funding Services, L.L.C., a Virginia limited
liability company.

            "CFS Board" means the board of managers of CFS.

            "CFSL Acquisition Board" means the board of directors of CFSL
Acquisition.

            "Class A Common Stock" means the class A common stock, par value
$0.001 per share, of the Company, together with each class of security, if any,
into which such class A common stock may hereafter be converted or for which
such class A common stock may hereafter be exchanged and shall include the class
A common stock underlying (i) the Common Warrants, (ii) the Contingent Warrants
(which shall be deemed to be fully exercisable as of the date of measurement,
assuming that all of the then outstanding Common Convertible Notes have been
converted in full on such date) and (iii) the Common Convertible Notes, each of
which shall be deemed to be outstanding, but shall not be counted twice with
outstanding shares for any purpose herein.

            "Class B Common Stock" means the class B common stock, par value
$0.001 per share, of the Company, together with each class of security, if any,
into which such class B

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common stock may hereafter be converted or for which such class B common stock
may hereafter be exchanged.

            "Closing" has the meaning set forth in the Recitals hereto.

            "Co-Investor Group" means each of the Caisse Stockholders, the GE
Stockholders and the TCW Stockholders, each constituting a distinct Co-Investor
Group.

            "Commission" means the U.S. Securities and Exchange Commission.

            "Common Convertible Notes" means the 8.0% convertible notes issued
by the Company to the indicated Investors on Schedule A hereto on the date of
this Agreement, having an initial aggregate principal amount of $1,008,854, and
which are convertible into shares of the Company's Class A Common Stock.

            "Common Stock" means, collectively, the Class A Common Stock and the
Class B Common Stock.

            "Common Warrants" has the meaning set forth in the Recitals hereto.

            "Company Certificate of Incorporation" means the Amended and
Restated Certificate of Incorporation of the Company.

            "Contingent Preferred Shares" means the aggregate number of shares
of Series A Preferred Stock that are issuable by CFSL Acquisition under Section
7A of this Agreement as of the date of measurement, assuming that all of the
then-outstanding Preferred Convertible Notes are converted in full on such date.

            "Contingent Warrants" has the meaning set forth in the Recitals
hereto.

            "Convertible Notes" means the Common Convertible Notes and the
Preferred Convertible Notes.

            "Co-Sale Pro Rata Share" means:

            (i)   in the case of Class A Common Stock, or Warrants or Common
Convertible Notes proposed to be sold, the ratio that:

                  (A) the sum of the number of shares of Class A Common Stock
            then held by an Investor plus the number of shares of Class A Common
            Stock issuable upon exercise of Warrants or conversion of the Common
            Convertible Notes (or any other instrument or security convertible
            into Class A Common Stock) then held by such Investor (if any) bears
            to

                  (B) the sum of the total number of shares of Class A Common
            Stock then held by all Investors plus the number of shares of Class
            A Common Stock issuable upon exercise of all outstanding Warrants
            and upon conversion of all outstanding Common Convertible Notes (or
            any other

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            instrument or security convertible into Class A Common Stock) then
            held by all Investors plus the sum of the total number of shares of
            Class B Common Stock then held by the Management Investors plus the
            number of shares of Class B Common Stock issuable upon exercise of
            all outstanding stock options to purchase Class B Stock issued by
            the Company to the Management Investors;

provided, however, that until such time as the Lightyear Stockholders and their
Permitted Transferees no longer collectively own at least a majority of the
Class A Common Stock owned by them as of the date hereof, the Co-Sale Pro Rata
Share referred to in this clause (i) will be determined without reference to any
Class B Common Stock (or options to acquire such stock) held by the Management
Investors and their transferees;

            (ii)  in the case of Series A Preferred Stock or Preferred
Convertible Notes proposed to be sold, the ratio that:

                  (A) the sum of the number of shares of Series A Preferred
            Stock then held by an Investor plus the number of shares of Series A
            Preferred Stock issuable upon conversion of all Preferred
            Convertible Notes (or any other instrument or security convertible
            into Series A Preferred Stock) then held by such Investor (if any),
            plus, if such Investor is a TCW Stockholder, such Investor's
            allocable portion of the Contingent Preferred Shares, bears to

                  (B) the sum of the total number of shares of Series A
            Preferred Stock then held by all Investors plus the number of shares
            of Series A Preferred Stock issuable upon conversion of all
            outstanding Preferred Convertible Notes (or any other instrument or
            security convertible into Series A Preferred Stock) plus the
            Contingent Preferred Shares plus the sum of the total number of
            shares of Series A Preferred Stock then held by the Management
            Investors;

provided, however, that until such time as the Lightyear Stockholders and their
Permitted Transferees no longer collectively own at least a majority of the
Series A Preferred Stock owned by them as of the date hereof, the Co-Sale Pro
Rata Share referred to in this clause (ii) will be determined without reference
to any Series A Preferred Stock held by the Management Investors and their
transferees; and

            (iii) in the case of other securities of the Company, CFSL
Acquisition or any other Subsidiary of the Company proposed to be sold, the
ratio that, as reasonably determined by the Board of Directors:

                  (A) the equity interest of such Investor (including the
            securities described in clauses (i) and (ii) above) in the Company,
            CFSL Acquisition or such other Subsidiary of the Company, as the
            case may be, whether held directly or through the Company, CFSL
            Acquisition or any other Subsidiary of the Company, on a
            fully-diluted basis, bears to

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                  (B) the total outstanding equity interests held by all
            investors (including the securities described in clauses (i) and
            (ii) above) in such entity, whether held directly or through the
            Company, CFSL Acquisition or another Subsidiary of the Company, on a
            fully-diluted basis;

provided, however, that the Board of Directors shall furnish to each Investor
exercising co-sale rights with respect to such securities a written statement,
executed by the Company's Chief Financial Officer, setting forth the basis of
such calculation, and that in connection with any such calculation, to the
extent practicable, securities that are exercisable for, or convertible into,
the common equity interests of the Company or a Subsidiary of the Company shall
be deemed to represent such number of common equity securities as may be issued
upon such exercise or conversion.

            "Director" means a member of the Board of Directors.

            "Documents" means this Agreement, the Subscription Agreement, the
Securities Purchase Agreement, the Warrant Agreement, the Senior Notes, the
Convertible Notes, the Pledge and Security Agreement and the Account Control
Agreement (as defined in the Pledge and Security Agreement).

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

            "First Refusal Pro Rata Share" means:

            (i)   with regard to the Company, the ratio that:

                  (A) the sum of the number of shares of Class A Common Stock
            then held by an Investor plus the number of shares of Class A Common
            Stock issuable upon exercise of Warrants or conversion of Common
            Convertible Notes then held by such Investor (if any) bears to

                  (B) the sum of the total number of shares of Class A Common
            Stock then held by all Investors plus the number of shares of Class
            A Common Stock issuable upon conversion of all outstanding Warrants
            and upon conversion of all outstanding Common Convertible Notes; and

            (ii)  with regard to CFSL Acquisition, the ratio that:

                  (A) the sum of the number of shares of Series A Preferred
            Stock then held by an Investor plus the number of shares of Series A
            Preferred Stock issuable upon conversion of all Preferred
            Convertible Notes then held by such Investor (if any), plus, if such
            Investor is a TCW Stockholder, such Investor's allocable portion of
            the Contingent Preferred Shares, bears to

                  (B) the sum of the total number of shares of Series A
            Preferred Stock then held by all Investors plus the number of shares
            of Series A Preferred

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            Stock issuable upon conversion of all outstanding Preferred
            Convertible Notes plus the Contingent Preferred Shares.

            "GE Stockholder" means GE Capital Equity Investments, Inc. and its
Permitted Transferees.

            "Immediate Family" means with respect to any natural person, the
legal spouse of such person or any of their respective parents, siblings,
children or other direct lineal descendents.

            "Investors" has the meaning set forth in the Recitals hereto.

            "Lightyear Majority" means Lightyear Stockholders who, in the
aggregate, hold at least a majority of the shares of Common Stock held by all
Lightyear Stockholders.

            "Lightyear Stockholders" means The Lightyear Fund, L.P., Lightyear
Co-Invest Partnership, L.P., and their respective Permitted Transferees.

            "Management Investors" means J. Barry Morrow, Kevin Landgraver, W.
Clark McGhee and Charles Terribile.

            "Parties" means the Investors, CFSL Acquisition and the Company.

            "Permitted Issuances" means the issuance by the Company or any
Subsidiary of the Company of any equity security (i) pursuant to convertible
securities and warrants that are set forth on Schedule A hereto, (ii) authorized
for issuance under the Company's 2002 Stock Incentive Plan, as described in
Section 2(c), (iii) provided for under Section 7A of this Agreement, (iv) issued
in connection with an asset securitization transaction approved by the Board of
Directors, or (v) provided for under Section 6.6(d)(x) of the Securities
Purchase Agreement.

            "Permitted Transferee" means any Affiliate, any spouse or lineal
ancestor or descendant, any trust or other entity created and existing solely
for the benefit, directly or indirectly, of any such person or persons, or with
regard to any of the foregoing, the Company or CFSL Acquisition, if the transfer
is made pursuant to any redemption right contained in the Acquisition
Certificate of Incorporation or the Company Certificate of Incorporation, as
applicable. In the case of a TCW Stockholder, any Person shall be a Permitted
Transferee. In the case of a Lightyear Stockholder, Permitted Transferee means
only (i) ninety percent (90%) or greater owned Subsidiaries of such Lightyear
Stockholder, (ii) a Person that wholly owns such Lightyear Stockholder, (iii)
Persons who are partners or members of a Lightyear Stockholder who receive a pro
rata portion of Securities in accordance with the partnership or limited
liability company agreement to which such Persons and such Lightyear Stockholder
are parties upon (A) any dividend payment or any other distribution or (B) the
dissolution of such Lightyear Stockholder and (iv) any investment fund that (A)
directly or indirectly, is controlled by or is under common control with The
Lightyear Fund GP, LLC, the general partner of The Lightyear Fund, L.P., and (B)
includes the same investors as in The Lightyear Fund, L.P., together with any
other investors added to such fund for the sole purpose of expanding The
Lightyear Fund, L.P. In all cases, for any Person to qualify as a Permitted
Transferee, such Person must agree in

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writing to take and hold the Securities transferred to such Person subject to
the provisions and upon the conditions specified in this Agreement, including
Section 6 hereof.

            "Person" means any natural person, corporation, limited partnership,
general partnership, limited liability company, joint stock company, joint
venture, association, company, trust or other organization or any governmental
authority.

            "Pledge and Security Agreement" means the Pledge and Security
Agreement dated as of the date hereof, among CFS, each guarantor party thereto
and the collateral agent party thereto as secured party for the benefit of the
holders of the Senior Notes.

            "Preferred Convertible Notes" means the 8.0% convertible notes
issued by CFSL Acquisition to the indicated Investors on Schedule A hereto on
the date of this Agreement, having an initial aggregate principal amount of
$3,991,146, and which are convertible into shares of CFSL Acquisition's Series A
Preferred Stock.

            "Prospectus" means a prospectus filed under the Securities Act
relating to a Registration Statement filed pursuant to the terms of this
Agreement.

            "Qualified Public Offering" means the initial underwritten public
offering of capital stock by the Company pursuant to an effective registration
statement filed by the Company with the Commission under the Securities Act,
pursuant to which the aggregate offering price of the capital stock sold in such
offering is equal to or greater than $35.0 million.

            "Qualifying Co-Investor Group" means any Co-Investor Group, the
members of which hold at least 320,000 shares of Common Stock (as adjusted to
reflect any Recapitalizations).

            "Recapitalization" means a stock split, subdivision, stock dividend,
combination, recapitalization or any similar transaction.

            "Registrable Stock" means all capital stock of the Company
(including, without limitation, the Common Stock and the Common Stock issuable
upon exercise of Warrants or upon conversion of the Common Convertible Notes (or
any other convertible instrument or security)), whether held as of the date
hereof or acquired hereafter, held by Investors or Other Registering Holders (as
defined herein) other than Common Stock (i) sold by an Investor in a transaction
in which his, her or its rights under this Agreement are not assigned, (ii) sold
pursuant to an effective registration statement under the Securities Act, (iii)
sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act under Section 4(1) thereof (including
transactions under Rule 144, or any successor rule thereto, promulgated under
the Securities Act) so that all transfer restrictions and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale, or
(iv) that can be sold within ninety (90) days in the manner described in clause
(iii) above.

            "Registering Investor" shall mean any Investor registering any
Registrable Stock pursuant to rights granted to such Investor pursuant to
Section 10 hereof.

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            "Registration Statement" means a form filed with the Commission
under the Securities Act relating to the registration of the Company's capital
stock.

            "Sale Proposal" means a proposal for any transaction (or series of
contemporaneous related transactions) if, as a result of such transaction (or
series of contemporaneous related transactions), any Person or group of related
Persons, other than any Lightyear Stockholder, any officer, director or employee
of the Company, CFSL Acquisition or any other Subsidiary of the Company, and
each of their respective Affiliates and Permitted Transferees, hold, in the
aggregate, voting securities of the Company (or of a successor to the Company)
then outstanding, including shares of Common Stock (or voting securities of such
successor issued in exchange for Common Stock), the holders of which are
entitled to cast more than fifty percent (50%) of the votes in any election of
the board of directors of the Company (or of such successor). Notwithstanding
the foregoing, a transaction involving the sale of capital stock of the Company
(whether by merger or otherwise) will not be considered a Sale Proposal unless
the Lightyear Stockholders Transfer at least fifty percent (50%) of the Common
Stock held by them as of the date of such transaction, including Common Stock
issuable upon conversion of the Common Convertible Notes.

            "Securities" has the meaning set forth in the Recitals hereto.

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

            "Securities Purchase Agreement" means the Amended and Restated
Securities Purchase Agreement, dated as of May 17, 2002, among the Company, CFSL
Acquisition, CFS, the guarantors party thereto, the purchasers party thereto and
TCW/Crescent Mezzanine Management III, L.L.C., as collateral agent for such
purchasers.

            "Senior Notes" means the 11.0% Senior Secured Notes Due March 31,
2007 of CFS outstanding from time to time and issued in connection with the
Securities Purchase Agreement.

            "Series A Preferred Stock" means the Series A Cumulative Preferred
Stock of CFSL Acquisition, par value $0.001 per share, together with each class
of security, if any, into which such shares may hereafter be converted or for
which such shares may hereafter be exchanged, and shall include the Contingent
Preferred Shares and the shares of Series A Preferred Stock underlying the
Preferred Convertible Notes (which shall be deemed to be outstanding, but shall
not be counted twice with outstanding shares for any purpose herein).

            "Solvent" means, with respect to any Person on a particular date,
that on such date, (i) the fair saleable value of the assets of such Person
exceeds its probable liability on its debts as they become absolute and mature,
(ii) all of such Person's assets, at a fair valuation, exceed the sum of such
Person's debts, (iii) such Person is able to pay its debts or liabilities as
such debts and liabilities mature and (iv) such Person is not engaged in a
business or transaction, and is not about to engage in a business or
transaction, for which such Person's assets would constitute an unreasonably
small capital.

            "Subscription Agreement" has the meaning set forth in the Recitals
hereto.

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            "Subsidiary" means, with respect to any Person, any other Person
more than fifty percent (50%) of the voting power of which is held by such first
Person and/or any of such first Person's Subsidiaries, or over which such Person
either directly or indirectly exercises actual control.

            "TCW Stockholder" means each of TCW/Crescent Mezzanine Partners III,
L.P., TCW/Crescent Mezzanine Trust III and TCW/Crescent Mezzanine Partners III
Netherlands, L.P. and those Permitted Transferees to whom they validly transfer
Securities subject to this Agreement.

            "Warrant Agreement" means the Warrant Agreement dated as of the date
hereof by and among the Company and the purchasers party thereto.

            "Warrants" has the meaning set forth in the Recitals hereto.

      (b)   Unless the context of this Agreement otherwise requires, (i) words
of any gender include each other gender, (ii) words using the singular or plural
number also include the plural or singular number, respectively, (iii) the terms
"hereof," "herein," "hereby" and derivative or similar words refer to this
entire Agreement, (iv) the term "Section" refers to the specified Section of
this Agreement, (v) the word "including" shall mean "including, without
limitation", (vi) the word "or" shall be disjunctive but not exclusive and (vii)
references to any Securities held as of any particular date by an Investor shall
include any type of the same Securities acquired after the date of this
Agreement by such Investor.

      (c)   References to agreements and other documents shall be deemed to
include all subsequent amendments and other modifications thereto.

      (d)   References to statutes shall include all regulations promulgated
thereunder and references to statutes or regulations shall be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation.

      (e)   The language used in this Agreement shall be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction shall be applied against any Party, whether or not such
Party had responsibility for drafting any portion of this Agreement.

SECTION 2. MANAGEMENT

      (a)   Required Approvals. The Company and CFSL Acquisition shall not, and
shall not permit CFS to, take any of the following actions without (i) the
approval of at least two-thirds of the Class A Common Stock held by the Parties
to this Agreement as of the date of such action or (ii) unanimous approval of
the members of the Board of Directors, and provided that the actions set forth
in Section 2(a)(i)(A), Section 2(a)(ii), Section 2(a)(x) and Section 2(a)(xi)
shall require the additional approval, for each Qualifying Investor Group, of at
least a majority of the Class A Common Stock held by such Qualifying Co-Investor
Group:

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            (i)   alter or change the rights, preferences or privileges of, or
the qualifications, limitations or restrictions that provide for the benefit of,
(A) the Class A Common Stock or (B) the Series A Preferred Stock so as to affect
adversely such shares;

            (ii)  alter, change or waive the provisions of (A) Article THIRD,
Section 4(b)(ii) or Article THIRD, Section 4(d) of the Company Certificate of
Incorporation or (B) Article THIRD, Section 5(c)(ii), Article THIRD, Section
5(c)(iii), Article THIRD, Section 3.5(c)(iv) or Article THIRD, Section 5(e)(ii)
of the Acquisition Certificate of Incorporation;

            (iii) increase the size of the Board of Directors, the CFSL
Acquisition Board or the CFS Board to a number of members in excess of five (5);

            (iv)  declare or pay dividends or make other distributions on the
capital stock of the Company or CFSL Acquisition, or the equity interests of
CFS;

            (v)   redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any share or shares of the capital
stock of the Company, CFSL Acquisition or any other Subsidiary of the Company;
provided, however, that this restriction does not apply to (A) repurchases of
Securities pursuant to Section 4 of this Agreement and (B) the repurchase of
shares of capital stock from employees, officers, directors, consultants or
other persons performing services for the Company, CFSL Acquisition or any other
Subsidiary of the Company (1) issued to the Management Investors on the date of
this Agreement or (2) issued under a stock option or similar plan approved in
accordance with paragraph (x) below, in the case of each of (1) and (2),
pursuant to agreements under which the Company, CFSL Acquisition or any other
Subsidiary of the Company has the option to repurchase such shares upon the
occurrence of certain events, such as the termination of employment or other
provision of services to the Company, CFSL Acquisition or any other Subsidiary
of the Company;

            (vi)  authorize any new class of equity securities, increase the
size of any class of equity securities existing on the date hereof, or issue any
new equity securities (including any securities that are exercisable for, or
convertible into, equity securities), except for Permitted Issuances;

            (vii) engage in any merger or acquisition transactions (including
any purchase or sale of all or substantially all of a company's assets), whether
or not the Company, CFSL Acquisition or CFS is the surviving entity (except so
as to effect a reincorporation of the Company, CFSL Acquisition or CFS into a
new jurisdiction), provided, however, that a merger of CFSL Acquisition with
another entity (except so as to effect a reincorporation) shall require the
additional approval of the majority of the Class A Common Stock held by each
Qualifying Co-Investor Group;

            (viii) adopt a Plan of Liquidation (as defined in the Securities
Purchase Agreement);

            (ix)  institute proceedings to be adjudicated a voluntary bankrupt,
or consent to the filing of a bankruptcy proceeding against it, or file a
petition or answer or consent seeking reorganization under applicable law, or
consent to the filing of any such petition or to the appointment of a receiver
or liquidator or trustee or assignee in bankruptcy or insolvency of it or

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of all or substantially all of its property, or make an assignment for the
benefit of creditors; provided, however, that the Board of Directors, the CFSL
Acquisition Board or the CFS Board may take any of the foregoing actions if
approved by the number of directors or managers (as applicable) required by the
laws of its respective jurisdiction of incorporation or organization for the
taking of such action if, (A) upon advice of counsel, such approval is required,
or is reasonably likely to be required, in order for such Board to satisfy its
fiduciary obligations under applicable law or (B) such Board determines that the
Company, CFSL Acquisition or CFS, as applicable, is reasonably likely not to be
Solvent;

            (x)   (A) increase the number of shares of Common Stock that may be
issued under the Company's 2002 Stock Incentive Plan or adopt any other stock
option plan or similar equity plan for the Company if the aggregate number of
shares of Common Stock issuable under such plan or plans exceeds ten percent
(10%) of the Company's Common Stock, on a fully-diluted basis, (B) adopt a stock
option plan or similar equity plan relating to the capital stock of CFSL
Acquisition, CFS or any other Subsidiary of the Company or (C) issue any options
to directors, officers, employees, consultants or other persons performing
services for the Company, CFSL Acquisition or any other Subsidiary of the
Company, except pursuant to an option plan approved in accordance with this
paragraph;

            (xi)  in the case of the Company, entering into an agreement of the
type contemplated by the second to last sentence of Article THIRD, Section
4(b)(ii) of the Company Certificate of Incorporation, or, in the case of CFSL
Acquisition, entering into an agreement of the type contemplated by the second
to last sentence of Article THIRD, Section 4(c)(vi) of the Acquisition
Certificate of Incorporation; or

            (xii) agree to do any of the foregoing.

      (b)   Independent Auditors. No change may be made to the independent
auditor of the Company, CFSL Acquisition or CFS without the approval of the
majority of the Class A Common Stock held by the Parties to this Agreement,
including, for each Qualifying Co-Investor Group, the majority of the Class A
Common Stock held by such Qualifying Co-Investor Group. Notwithstanding the
foregoing, during the first three months following the date of this Agreement, a
U.S. Affiliate of Deloitte Touche, Ernst & Young, KPMG or PricewaterhouseCoopers
may be appointed as the independent auditor of the Company, CFSL Acquisition or
CFS if the provisions of Section 2(a) are satisfied.

      (c)   Approval of Stock Incentive Plan. In order to obtain certain
benefits under the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
including the ability to grant options that qualify as "Incentive Stock Options"
under the Code, each of the Investors hereby agrees to execute as of the Closing
Date the form of written consent of the stockholders of the Company in the form
attached hereto as Schedule B, which such written consent provides for the
approval of the Company's 2002 Stock Incentive Plan.

      (d)   Restrictions on Corporate Structure. Neither the Company nor CFSL
Acquisition shall be a party to any merger, consolidation, reorganization or
other restructuring if, as a result of such merger, consolidation,
reorganization or restructuring, (i) any Caisse Stockholder will own an equity
interest in (A) CFS directly or indirectly through an entity unless such entity
is

                                       11
<PAGE>

treated as a corporation for U.S. federal income tax purposes, or (B) the
resulting entity, directly or indirectly, if such equity interest is at least
fifty percent (50%) of the vote or value of the total equity interests in such
entity, or (ii) any Caisse Stockholder would own an equity investment or
otherwise hold an interest in an investment prohibited or restricted by an Act
respecting the Caisse de depot et placement du Quebec (R.S.Q., c.C-2). In
addition, neither the Company nor CFSL Acquisition shall authorize a public
offering of equity securities (or securities convertible into equity securities)
by CFSL Acquisition under the Securities Act.

SECTION 3. BOARD OF DIRECTORS

      (a)   Nomination. Effective on the date hereof, (i) Lightyear Stockholders
constituting a Lightyear Majority shall be entitled to designate in writing
three (3) nominees for election to the Board of Directors (the "Lightyear
Directors"). For so long as a minimum of $15,000,000 in aggregate principal
amount of the Senior Notes issued pursuant to the Securities Purchase Agreement
are outstanding, TCW/Crescent Mezzanine, L.L.C. ("TCW") shall be entitled to
designate in writing one (1) nominee for election to the Board of Directors, and
such member shall be included in any executive committee or other committee with
similarly broad authority. For so long as he remains an executive officer of the
Company, J. Barry Morrow shall be entitled to designate himself for election to
the Board of Directors.

      (b)   Voting Agreement. At each election of Directors held after the date
hereof (or each written consent in lieu thereof), each Investor agrees to vote
all shares of Common Stock owned or held of record by such Investor to elect (or
to execute such written consent consenting to the election of) the nominees
designated pursuant to subsection (a) above. The voting agreements contained
herein are coupled with an interest and may not be revoked or amended except as
set forth in this Agreement.

      (c)   Removal. If an Investor provides written notice to the Company or
CFSL Acquisition, as appropriate, and to each other Investor indicating that
such Investor desires to remove a Director designated by such Investor pursuant
to Section 3(a) above (with or without cause), then such Director shall be
removed, with or without cause, and each Investor hereby agrees to vote all
shares of Common Stock owned or held of record by such Investor and to take such
other action as may be necessary to effect such removal. Notwithstanding the
foregoing, no Director designated by an Investor pursuant to Section 3(a) above
shall be removed, with or without cause, without the prior written consent of
that Investor.

      (d)   Vacancies. In the event that a vacancy is created on the Board of
Directors at any time by death, disability, retirement, resignation or removal
(with or without cause) of a Director designated by an Investor, each Investor
hereby agrees to vote all shares of Common Stock owned or held of record by it
for the individual designated to fill such vacancy by the Investor whose
previously designated Director vacated the Board of Directors; provided, that
such designee may not previously have been a Director who was removed for cause.

      (e)   Observer Rights. For so long as the GE Stockholders own at least
320,000 shares of Common Stock in the aggregate (as adjusted to reflect any
Recapitalization), they will have the right to designate two (2) persons to be
observers at each meeting of the Board of Directors, the CFSL Acquisition Board
and the CFS Board. For so long as the Caisse Stockholders own at

                                       12
<PAGE>

least 320,000 shares of Common Stock in the aggregate (as adjusted to reflect
any Recapitalization), they will have the right to designate two (2) persons to
be observers at each meeting of the Board of Directors, the CFSL Acquisition
Board and the CFS Board. Each purchaser of $7,500,000 or more in aggregate
principal amount of the Senior Notes shall have the right to designate one (1)
person to be an observer at each meeting of the Board of Directors, the CFSL
Acquisition Board and the CFS Board in accordance with Section 5.27 of the
Securities Purchase Agreement; provided, however, that the holders of the Senior
Notes as a group shall not be entitled to more than two (2) such observers. If
more than two holders of the Senior Notes hold $7,500,000 in aggregate principal
amount of the Senior Notes, then the observers referred to in the previous
sentence shall be determined by the majority vote of all holders of the Senior
Notes. Each observer will be entitled to participate fully in all discussions
among the directors or managers, as the case may be (but shall not be entitled
to vote), at such meetings, and to receive all notices of meetings and other
materials (including minutes) provided to the directors or managers, as the case
may be, subject to any restrictions under applicable law and to the
determinations of the directors or managers, as the case may be, regarding
confidentiality considerations or potential conflicts of interest. The Company,
CFSL Acquisition and CFS shall reimburse each such observer for his or her
reasonable out-of-pocket expenses incurred in connection with the attendance at
such meetings.

      (f)   CFSL Acquisition Board and CFS Board. The Company, as the sole
holder of common stock of CFSL Acquisition, shall take all such actions as shall
be necessary to ensure that at all times the Directors nominated pursuant to
this Section 3 shall be elected to the CFSL Acquisition Board. CFSL Acquisition,
as the sole member of CFS, shall cause CFS to take all such actions as shall be
necessary to ensure that at all times the Directors elected pursuant to this
Section 3 shall be elected to the CFS Board.

SECTION 4. RIGHT OF FIRST REFUSAL

      (a)   Subject to Section 6, in the event that any Investor (the "Proposed
Transferor") proposes to sell, assign, encumber, give, pledge, hypothecate or
otherwise dispose of any Securities or any direct or indirect interest therein
(to "transfer") pursuant to a bona fide offer from, or proposed agreement with,
a third party (the "Proposed Transferee"), such Investor must first give the
Company (in the case of the Class A Common Stock, Common Convertible Notes or
the Warrants) or CFSL Acquisition (in the case of the Series A Preferred Stock
or the Preferred Convertible Notes) written notice (the "Company Notice") of the
amount and kind of Securities to be transferred, the price, terms and conditions
of the proposed transfer, including the identity of the Proposed Transferee, and
a copy of any written proposal, term sheet, letter of intent or other agreement
relating to the proposed transfer.

      (b)   Subject to the provisions of Section 5, within fourteen (14) days
after the receipt of the Company Notice, the Company (in the case of the Class A
Common Stock, the Common Convertible Notes or the Warrants) or CFSL Acquisition
(in the case of the Series A Preferred Stock or the Preferred Convertible Notes)
may elect to purchase, at the price and on the terms specified in the Company
Notice, all or a portion of each type of the Securities described in the Company
Notice. In the event the Company or CFSL Acquisition elects to purchase all or
part of such Securities proposed to be transferred, the closing of such purchase
will take place on the later of five (5) days after the expiration of such
fourteen (14) day period or the date that the

                                       13
<PAGE>

Electing Investors (as defined below), if any, settle their purchase pursuant to
the other provisions hereof; provided, however, that if the Proposed Transferor
in such transaction is a Lightyear Stockholder, and any of the other Investors
have exercised their rights under Section 5, the date of such closing shall be
determined in accordance with such Section 5. The Company or CFSL Acquisition,
as the case may be, must, no later than the expiration of such fourteen (14) day
period, deliver to each Investor a copy of the Company Notice (the "Investors'
Notice") indicating how many of such Securities have been proposed to be
purchased by the Company or by CFSL Acquisition, and how many of such Securities
have not been proposed to be purchased by the Company or CFSL Acquisition, as
the case may be (the "Remaining Securities").

      (c)   Each Investor (other than the Proposed Transferor) will have twenty
(20) days from the date of the Investors' Notice to agree to purchase all or any
portion of such Investor's First Refusal Pro Rata Share of each type of such
Remaining Securities, for the price and upon the terms and conditions specified
in the Investors' Notice, by giving written notice to such Proposed Transferor
and the Company or CFSL Acquisition, as the case may be, stating therein the
number of such Remaining Securities to be purchased. If any Investor fails to
agree to purchase its full First Refusal Pro Rata Share of any type of such
Securities within such twenty (20) day period, the Company or CFSL Acquisition,
as the case may be, will give the Investors who did so agree (the "Electing
Investors") notice (the "Second Investors' Notice") of the number of Remaining
Securities which were not subscribed for. The Electing Investors will have ten
(10) days from the date of the Second Investors' Notice to agree to purchase
their respective First Refusal Pro Rata Share of all or any part of each type of
the Remaining Securities not subscribed for by such other Investors. For
purposes of the second election under this Section 4(c), Securities held by
Investors other than Electing Investors will be excluded for the purpose of
calculating an Electing Investor's First Refusal Pro Rata Share. In the event
that any Investor timely elects to acquire any of the Remaining Securities
proposed to be transferred by the Proposed Transferor as specified in the
Investors' Notice, settlement thereof will be made within thirty-five (35) days
after the date of the Investors' Notice.

      (d)   Notwithstanding the foregoing provisions of this Section 4, the
Proposed Transferor will not be required to sell any Securities to the Company,
CFSL Acquisition or the Electing Investors pursuant to this Section 4 unless all
of the Securities described in the Company Notice are sold to the Company, CFSL
Acquisition and/or the Electing Investors.

      (e)   To the extent that the terms of payment set forth in the Company
Notice and the Investors' Notice consist of property other than cash against
delivery, the Company or CFSL Acquisition, as the case may be (if electing to
purchase), and/or the Electing Investors must pay for such Securities on the
same terms and conditions set forth in the Investors' Notice; provided, however,
that the Electing Investors may, at their option, pay in cash the fair market
value to the Proposed Transferor of the payment set forth in the Investors'
Notice, as such fair market value shall be determined in good faith by the Board
of Directors, taking into consideration such factors as any tax or other
benefits that are reasonably likely to be received by the Proposed Transferor as
a result of the proposed transfer. The Proposed Transferor and each Electing
Investor, at its own expense, may provide to the Board of Directors such
information or materials as it believes will assist the Board of Directors in
making such determination.

                                       14
<PAGE>

      (f)   Subject to the provisions of Section 5, with respect to any Transfer
by a Lightyear Stockholder, if the right of first refusal is not exercised in
full within the thirty (30) day period specified above (collectively, the
"Notice Period"), the Proposed Transferor will have sixty (60) days thereafter
to sell, to the Proposed Transferee only, each type of the Securities not
elected to be purchased at the price and upon the terms and conditions no more
favorable to the purchasers of such Securities than specified in the Company
Notice, provided that the recipient of such Securities agrees in writing to be
bound by the terms of this Agreement applicable to the Proposed Transferor. In
the event the Proposed Transferor has not sold such Securities within such sixty
(60) day period, the Proposed Transferor may not thereafter sell any of such
Securities without first offering such Securities to the Company or CFSL
Acquisition, as the case may be, and the Investors in the manner provided in
this Section 4.

SECTION 5. RIGHT OF CO-SALE

      (a)   Subject to Section 6, and notwithstanding anything to the contrary
set forth in Section 4(f), no Lightyear Stockholder or any of its Permitted
Transferees may transfer any (i) Securities that neither the Company (in the
case of the Class A Common Stock, the Warrants or the Convertible Common Notes),
CFSL Acquisition (in the case of the Series A Preferred Stock or the Preferred
Convertible Notes) nor the Investors have elected to purchase pursuant to
Section 4 or (ii) other securities of the Company, CFSL Acquisition or any other
Subsidiary of the Company (whether or not such other class of securities is
authorized or issued as of the date hereof), in each case, until each Investor
has been given the opportunity, exercisable within twenty (20) days from the
date of the Investors' Notice, or, if the proposed transfer is not subject to
Section 4, twenty (20) days after the date of a notice that the Lightyear
Stockholder or its Permitted Transferee shall deliver to each Investor pursuant
to this Section 5(a), to sell to the Proposed Transferee, at the same price, and
upon the same terms and conditions offered to the Lightyear Stockholder or its
Permitted Transferee, up to such Investor's Co-Sale Pro Rata Share of the Class
A Common Stock, Convertible Common Notes, Series A Preferred Stock, Convertible
Preferred Notes, Warrants or other securities, as the case may be, proposed to
be sold. If the Company, CFSL Acquisition, any other Subsidiary of the Company
or any Investor exercises its purchase rights under Section 4 or otherwise with
respect to a transfer of securities by Lightyear or its Permitted Transferees,
each other Investor shall have the right under this Section 5 to sell such
Investor's Co-Sale Pro Rata Share of the Class A Common Stock, Convertible
Common Notes, Warrants, Series A Preferred Stock, Convertible Preferred Notes or
other securities, as the case may be, in connection with such sale, in which
case the Company , CFSL Acquisition, such Subsidiary or any Investor, as the
case may be, shall purchase such securities together with all of the securities
proposed to be sold by the Lightyear Stockholder, at the same price, and subject
to the same terms and conditions.

      (b)   Investors who fail to notify the Lightyear Stockholder or its
Permitted Transferee within twenty (20) days after the Investors' Notice will be
deemed to have waived their rights under this Section 5. Any sale made pursuant
to this Section 5 shall be consummated within sixty (60) days of the end of the
Notice Period and will be conditioned upon the agreement of the Proposed
Transferee that such Proposed Transferee will purchase from each Investor timely
electing to participate in such sale pursuant to this Section 5, such Investor's
Co-Sale Pro Rata Share of each type of the securities proposed to be sold.

                                       15
<PAGE>

      (c)   Each Investor will effect its participation in the sale by promptly
delivering to the Lightyear Stockholder or such Permitted Transferee for
delivery to the Proposed Transferee one or more certificates, properly endorsed
for transfer, which represent:

            (i)   the number of shares of Class A Common Stock or Series A
Preferred Stock which such Investor elects to sell; or

            (ii)  that number of Warrants and/or principal amount of Convertible
Notes and/or other convertible securities that is at such time exercisable for
or convertible into the number of shares of Class A Common Stock, Series A
Preferred Stock or other security that such Investor elects to transfer;
provided, however, that: (A) if the Proposed Transferee objects to the delivery
of Warrants, Common Convertible Notes or other convertible security in lieu of
Class A Common Stock or other security that is proposed to be sold, such
Investor will exercise or convert such Warrants, Common Convertible Notes or
other convertible security into Class A Common Stock or other securities and
deliver such Class A Common Stock or other securities as provided above, (B) if
Common Convertible Notes are proposed to be sold, the Proposed Transferee shall
be required to purchase from any Investor any combination of Class A Common
Stock, Convertible Common Notes or Warrants as shall represent, in the
aggregate, such Investor's applicable Co-Sale Pro Rata Share, assuming
conversion or exercise of such Convertible Common Notes or Warrants on the date
of the relevant closing and (C) if Preferred Convertible Notes are proposed to
be sold, the Proposed Transferee shall be required to purchase from any Investor
any combination of Series A Preferred Stock or Convertible Preferred Notes as
shall represent, in the aggregate, such Investor's applicable Co-Sale Pro Rata
Share, assuming conversion of such Convertible Preferred Notes on the date of
the relevant closing. The Company and CFSL Acquisition, as the case may be,
agree to make any such exercise or conversion under clause (A) concurrent with
the actual transfer of such Securities to the Proposed Transferee.

      (d)   The stock or warrant certificate or certificates (or Convertible
Notes) that the Investor delivers to the Lightyear Stockholder or such Permitted
Transferee pursuant to Section 5(c) will be transferred to the Proposed
Transferee in consummation of the sale of the securities pursuant to the terms
and conditions specified in the Investors' Notice, and the Lightyear Stockholder
or such Permitted Transferee will concurrently therewith remit to such Investor
that portion of the sale proceeds to which such Investor is entitled by reason
of its participation in such sale. To the extent that any Proposed Transferee
prohibits such assignment or otherwise refuses to purchase securities from an
Investor exercising its rights of co-sale hereunder, the Lightyear Stockholder
or such Permitted Transferee will not sell to such Proposed Transferee any
securities unless and until, simultaneously with such sale, the Lightyear
Stockholder or such Permitted Transferee purchases such securities from such
Investor on the same terms and conditions as the transfer by the Lightyear
Stockholders or such Permitted Transferee. If the Proposed Transferee is the
Company or CFSL Acquisition, nothing in this Section 5(d) shall be deemed to
create any right on the part of such Permitted Transferee to make such refusal.

      (e)   If the Company, CFSL Acquisition or any other Subsidiary of the
Company issues after the date hereof any type or types of securities that are
not substantially similar to a class of securities outstanding on the date of
this Agreement, the Parties shall negotiate in good faith

                                       16
<PAGE>

appropriate amendments to this Section 5 and the definition of Co-Sale Pro Rata
Share as shall be necessary to maintain the intent and effect of the rights and
obligations set forth herein.

      (f)   If, in the case of CDP or a Permitted Transferee of CDP, the sale
proceeds of a transaction subject to this Section 5 consist of a form of
consideration that would result in a Caisse Stockholder holding an equity
interest of the type described in clause (i) or (ii) of Section 2(d), then CDP
or such Permitted Transferee shall be entitled to receive its portion of the
applicable consideration in cash, in an amount equal to the fair market value of
such consideration.

SECTION 6. EXCEPTIONS TO RIGHTS OF FIRST REFUSAL AND CO-SALE; TRANSFER OF RIGHTS

      Notwithstanding the restrictions set forth in Section 4 and Section 5,
each Investor and his, her or its Permitted Transferee may sell or transfer any
Securities to a Permitted Transferee provided that (A) such Permitted Transferee
agrees in writing to be bound by the terms of this Agreement applicable to the
Investor or his, her or its Permitted Transferee and (B) provided further that,
if requested by the Company or CFSL Acquisition, prior to such sale or transfer,
the Company or CFSL Acquisition, as the case may be, receives an opinion from
counsel to the Investor proposing to effect such transfer, in such form as shall
be reasonably satisfactory to the Company or CFSL Acquisition, as the case may
be, that such transfer does not require registration under the Securities Act;
provided, however, that no such legal opinion shall be required to be delivered
to the Company or CFSL Acquisition, as the case may be, if such transfer is
requested by an Investor (x) that is a state-sponsored employee benefit plan in
connection with a transfer from such Investor to a successor trust or fiduciary
or pursuant to a statutory reconstitution or (y) in connection with a transfer
to one or more Affiliates of such Investor.

SECTION 7. PROHIBITED TRANSFERS

      (a)   No Investor or his, her or its Permitted Transferee may transfer any
or all of his, her or its Securities (or any other securities of the Company,
CFSL Acquisition or any other Subsidiary of the Company) in any manner that is
prohibited by this Agreement. In order for any transfer to be valid hereunder,
any transferee of Securities must agree in writing to be bound by the
obligations of this Agreement applicable to the transferring Investor or his,
her or its Permitted Transferee, as the case may be.

      (b)   In the event any Lightyear Stockholder or its Permitted Transferee
transfers any securities in contravention of the co-sale rights of the Investors
under Section 5 of this Agreement (a "Prohibited Transfer"), the Investors, in
addition to such other remedies as may be available at law, in equity, under the
Company Certificate of Incorporation or the Acquisition Certificate of
Incorporation (as the case may be, and as such documents may be amended from
time to time in accordance with the terms of this Agreement) or hereunder, will
have the option provided in clause (c) below, and such Lightyear Stockholder
will be bound by the applicable provisions of such option.

                                       17
<PAGE>

      (c)   In the event of a Prohibited Transfer, each Investor will have the
right to sell to the Lightyear Stockholder (or its Permitted Transferee, as the
case may be), and the Lightyear Stockholder (or its Permitted Transferee, as the
case may be) will be obligated to purchase from such Investor, the amount and
type of securities that such Investor would have been entitled to transfer to
the purchaser in the Prohibited Transfer under Section 5 had the Prohibited
Transfer been effected pursuant to and in compliance with the terms of this
Agreement. Such sale will be made on the following terms and conditions:

            (i)   the price per share at which the applicable class of
securities are to be sold to the Lightyear Stockholder (or its Permitted
Transferee, as the case may be) will be equal to the price per share paid by the
purchaser to the Lightyear Stockholder in the Prohibited Transfer, and the other
terms and conditions of the two sales shall be identical (provided, however,
that the Lightyear Stockholder (or its Permitted Transferee, as the case may be)
shall take such actions as shall be necessary so that the applicable Investor
may receive such consideration);

            (ii)  within ninety (90) days after the later of the dates on which
an Investor (A) receives notice of the Prohibited Transfer or (B) otherwise
becomes aware of the Prohibited Transfer, each Investor will, if exercising the
put option created hereby, deliver to the applicable Lightyear Stockholder (or
its Permitted Transferee, as the case may be) the certificate or certificates
representing the Securities to be sold, each such certificate to be properly
endorsed for transfer; and

            (iii) the Lightyear Stockholder will, upon receipt of the
certificate or certificates for the shares to be sold by an Investor pursuant to
this Section 7(c)(iii), pay the aggregate purchase price therefor, as specified
in Section 7(c)(i), in cash or by other means acceptable to the Investor,
provided, however, that if, in the case of CDP or its Permitted Transferee, the
consideration to be received would result in a Caisse Stockholder holding an
equity interest of the type described in clause (i) or (ii) of Section 2(d),
then CDP or such Permitted Transferee shall be entitled to receive such
consideration in cash, in an amount equal to the fair market value of such
consideration.

      (d)   (i) The Company and CFSL Acquisition will not, and will cause CFS
and all other Subsidiaries of the Company, not to, (A) permit any transfer on
its books of any securities which have been sold or transferred in violation of
any of the provisions set forth in this Agreement or (B) treat as the owner of
such securities, or accord the right to vote as an owner or pay dividends to any
transferee to whom such securities have been sold in violation of any of the
provisions set forth in this Agreement.

SECTION 7A. ADDITIONAL TCW SHARES; RESERVATION

      (a)   If any shares of Series A Preferred Stock are issued upon conversion
of the Preferred Convertible Notes, then promptly following such issuance, CFSL
Acquisition shall issue to the TCW Stockholders, pro rata in accordance with
their then-current holdings of such shares, additional shares of Series A
Preferred Stock, upon payment of the purchase price of $.001 per share. The
number of shares of Series A Preferred Stock to be issued pursuant to this
paragraph shall be determined in accordance with the following formula:

                                       18
<PAGE>

      If the conversion of the Preferred Convertible Notes takes place between
the date of this Agreement and the first anniversary hereof:

            C = 94,639 x R x (1 + (S x .08))
                                  ----------
                                     365

            C = number of shares of Series A Preferred Stock to be issued to the
TCW Stockholders in connection with any conversion of the Preferred Convertible
Notes

            R = a fraction, the numerator of which is the principal amount of
Preferred Convertible Notes converted and the denominator of which is 3,991,146

            S = number of days elapsed after the date of this Agreement

      If the conversion of the Preferred Convertible Notes takes place after the
first anniversary hereof and on or before April 30, 2004:

            C = 94,639 x R x 1.08 x ((1 + (T x .08))
                                          ----------
                                              365

            T = the number of days since the date of this agreement less 365

      (b)   CFSL Acquisition shall at all times reserve and keep available, free
from preemptive rights, out of the aggregate of its authorized but unissued
capital stock, for the purpose of enabling it to satisfy its obligations
hereunder, the maximum number of shares of Series A Preferred Stock which may
then be deliverable pursuant to the terms hereof.

SECTION 8. PREEMPTIVE RIGHTS

            Subject to the terms and conditions specified in the Company
Certificate of Incorporation and the Acquisition Certificate of Incorporation
and Section 8(d) hereof, each Investor (a "Preemption Investor") shall have a
preemptive right with respect to future sales by the Company or any Subsidiary
(including, but not limited to CFSL Acquisition and CFS) of the Company of any
shares of capital stock or any other equity interest then authorized,
irrespective of whether or not any shares of such class are outstanding on the
date hereof, and including any securities that are exercisable for, or
convertible into, shares of such capital stock or other equity interests. Such
Preemption Investor is entitled to apportion the preemptive rights hereby
granted it among itself and its Affiliates in such proportions as it deems
appropriate, so long as such apportionment does not cause the loss of the
exemption under Section 4(2) of the Securities Act or any similar exemption
under applicable state securities laws in connection with such sale of
securities. Each time the Company or any Subsidiary (including, but not limited
to, CFSL Acquisition and CFS) of the Company proposes to offer any shares of, or
securities convertible into or exchangeable or exercisable for any shares of,
any class of its capital stock (the "New Securities"), the Company or such
Subsidiary of the Company (including, but not limited to CFSL Acquisition and
CFS) will offer such New Securities to each Preemption Investor in accordance
with the following provisions:

                                       19
<PAGE>

      (a)   Not less than thirty-five (35) days prior to the closing of such
offering, the Company or such Subsidiary will deliver a notice (the "Preemptive
Rights Notice") to such Preemption Investors stating its bona fide intention to
offer such New Securities, the number of New Securities to be offered, the
price, terms and conditions of the proposed offering of such New Securities, and
the manner of sale.

      (b)   By written notification received by the Company or the applicable
Subsidiary (including, but not limited to CFSL Acquisition and CFS) within
twenty (20) days after receipt of the Preemptive Rights Notice, the Preemption
Investors may elect to purchase, at the price and on the terms specified in the
Preemptive Rights Notice, up to that portion of such New Securities that equals
the proportion that the number of shares of Class A Common Stock issued and
held, or issuable upon (i) exercise of the Common Warrants, (ii) exercise of the
Contingent Warrants (which shall be deemed to be fully exercisable as of the
date of measurement, assuming that all of the then outstanding Common
Convertible Notes have been converted in full as of such date) and (iii) upon
conversion of Common Convertible Notes then held, by each such Preemption
Investor bears to the total number of shares of Class A Common Stock then
outstanding (assuming full conversion and exercise of all outstanding
convertible, exchangeable and exercisable securities). The Company or the
applicable Subsidiary of the Company (including, but not limited to CFSL
Acquisition and CFS) will promptly, in writing, inform each Preemption Investor
which purchases all the shares available to it ("Fully-Exercising Investor") of
any other Preemption Investor's failure to do likewise. During the ten (10) day
period commencing after receipt of such information, each Fully-Exercising
Investor will be entitled to purchase that portion of the New Securities for
which Preemption Investors were entitled to subscribe but which were not
subscribed for by such Preemption Investors which is equal to the proportion
that the number of shares of Class A Common Stock issued and held, or issuable
upon (i) exercise of the Common Warrants, (ii) exercise of the Contingent
Warrants (which shall be deemed to be fully exercisable as of the date of
measurement, assuming that all of the then outstanding Common Convertible Notes
have been converted in full as of such date) and (iii) upon conversion of Common
Convertible Notes then held by such Fully-Exercising Investor (if any) bears to
the total number of shares of Class A Common Stock issued and held, or issuable
upon exercise of (i) such Common Warrants, (ii) exercise of such Contingent
Warrants (which shall be deemed to be fully exercisable as of the date of
measurement, assuming that all of the then outstanding Common Convertible Notes
have been converted in full as of such date) and (iii) upon conversion of such
Common Convertible Notes then held, by all Fully-Exercising Investors who wish
to purchase some of the unsubscribed shares.

      (c)   If all New Securities that Preemption Investors are entitled to
purchase pursuant to the preceding paragraphs are not elected to be purchased as
provided therein, the Company or the applicable Subsidiary of the Company
(including, but not limited to CFSL Acquisition and CFS) may, during the ninety
(90) day period following the expiration of the period provided in Section 8(b),
offer the remaining unsubscribed portion of such New Securities to any person or
persons at a price not less than, and upon terms no more favorable to the
offeree than, those specified in the Preemptive Rights Notice. If the Company or
the applicable Subsidiary does not enter into an agreement for the sale of the
New Securities within such period, or if such agreement is not consummated
within ninety (90) days of the execution thereof, the right provided hereunder
will

                                       20
<PAGE>

be deemed to be revived and such New Securities will not be offered unless first
reoffered to the Preemption Investors in accordance herewith.

      (d)   The right of first offer in this Section is not applicable to (i)
the issuance or sale of shares of Class B Common Stock (or options therefor) to
employees, directors, officers and consultants of the Company or any Subsidiary
of the Company for the primary purpose of soliciting or retaining their
employment or services pursuant to the Company's 2002 Incentive Plan or any
other stock option plan or similar equity plan approved in accordance with
Section 2(a)(x), (ii) the issuance of the Contingent Preferred Shares to the TCW
Stockholders, (iii) the issuance of securities pursuant to a bona fide, firmly
underwritten public offering of shares of common stock, registered under the
Securities Act, (iv) the issuance of securities pursuant to the conversion or
exercise of convertible, exchangeable or exercisable securities (so long as such
convertible, exchangeable or exercisable securities were not issued in violation
of this Section 8, including the securities issued on the date of this Agreement
that are set forth in Schedule A hereto) or as a result of any stock split or
stock dividend, (v) the issuance of securities as consideration in connection
with a bona fide business acquisition of or by the Company or a Subsidiary of
the Company, whether by merger, consolidation, sale of assets, sale or exchange
of stock or otherwise, as approved by the Board of Directors or (vi) securities
issued in asset securitization transactions approved by the Board of Directors.

SECTION 9. DRAG ALONG RIGHTS

      (a)   Sale Proposal.

            If, at any time prior to a Qualified Public Offering, except as may
be limited by law, a Sale Proposal has been approved by (i) the Board of
Directors or the CFSL Acquisition Board, as appropriate, and (ii) the holders of
a sufficient amount of the outstanding capital stock of the Company or CFSL
Acquisition, as the case may be, required to approve a Sale Proposal under the
Company Certificate of Incorporation or the Acquisition Certificate of
Incorporation (as such documents may be amended from time to time) and the
General Corporation Law of the State of Delaware and this Agreement, then the
parties hereto who so approved the Sale Proposal (the "Approving Stockholders")
may require all of the parties hereto who are not Approving Stockholders
("Remaining Stockholders") to sell shares of the capital stock (or options or
warrants to purchase, or convertible securities exchangeable for, such capital
stock) of the Company or CFSL Acquisition, as the case may be, held by such
Remaining Stockholders as of such date in such transaction or transactions (by
merger or otherwise), held by them to the party or parties whose Sale Proposal
was accepted as provided above, for the same per share consideration (equitably
adjusted to take into account the exercise or conversion price of any options,
warrants or other convertible securities) and otherwise on the terms and
conditions provided in this Section 9; provided, however, that no Remaining
Stockholder may be required to sell a greater percentage (on a fully-diluted
basis) of the capital stock (or options or warrants to purchase, or convertible
securities exchangeable for, such capital stock) of the Company or CFSL
Acquisition held by him, her or it than the percentage (on a fully-diluted
basis) of such capital stock (or options or warrants to purchase, or convertible
securities exchangeable for, such capital stock) being transferred by the
Approving Stockholders.

                                       21
<PAGE>

      (b)   Compelled Sale Notice.

            The Company or CFSL Acquisition, as the case may be, if instructed
in writing by the Approving Stockholders, will send written notice (the
"Compelled Sale Notice") of the exercise of the rights of the Approving
Stockholders pursuant to this Section 9 to each of the Remaining Stockholders
setting forth the consideration per share to be paid pursuant to the Sale
Proposal and the other terms and conditions of the transaction. Each Remaining
Stockholder, upon receipt of the Compelled Sale Notice, will be obligated to (i)
vote its voting securities in favor of such Sale Proposal at any meeting of
stockholders in the Company or CFSL, as the case may be, called to vote on or
approve such Sale Proposal (or any written consent solicited for such purpose),
(ii) sell all of its capital stock of the Company or CFSL Acquisition, as the
case may be (or options or warrants to purchase, or convertible securities
exchangeable for, such capital stock, including any Convertible Notes), and
participate in the transaction (the "Compelled Sale") contemplated by the Sale
Proposal and (iii) otherwise take all necessary action, including, without
limitation, expressly waiving any dissenter's rights or rights of appraisal or
similar rights, providing access to documents and records of the Company or CFSL
Acquisition, as the case may be, entering into an agreement reflecting the terms
of the Sale Proposal, surrendering its certificates or other evidences of its
securities so as to cause the Company or CFSL Acquisition, as the case may be,
and the Approving Stockholders to consummate such Compelled Sale; provided,
however, that the only representations, warranties or covenants that each TCW
Stockholder, GE Stockholder and Caisse Stockholder (and their respective
Permitted Transferees) shall be required to make in connection with any sale
made pursuant to this Section 9 shall be representations and warranties with
respect to its own ownership of the securities to be sold by it and its ability
to convey title thereto free and clear of liens, encumbrances or adverse claims,
and covenants regarding the delivery of the applicable securities at the closing
of such transaction; the liability of each TCW Stockholder, GE Stockholder and
Caisse Stockholder with respect to any representation and warranty made in
connection with a sale made pursuant to this Section 9 shall be several and not
joint with any other Person; such liability shall be limited to a percentage of
the amount of proceeds actually received by each such Investor that is no
greater than the percentage applicable to any Approving Stockholder, and no TCW
Stockholder, GE Stockholder or Caisse Stockholder shall be required to provide
any indemnification or escrow to anyone in connection with such sale, other than
with respect to the representations and warranties made by such Investor in
connection with such sale. Any such Compelled Sale Notice may be rescinded by
the Approving Stockholders by delivering written notice thereof to all of the
Remaining Stockholders.

      (c)   Conditions to Compelled Sale.

            The obligations of Investors pursuant to Section 9(a) and Section
9(b) are subject to the satisfaction of the following conditions:

            (i)   In the event that Investors are required to provide any
representations, warranties or indemnities in connection with the Compelled Sale
(other than representations, warranties and indemnities concerning each
Investor's valid ownership of its securities of the Company or any Subsidiary of
the Company, free of all liens and encumbrances (other than those arising under
applicable securities laws), and each Investor's authority, power and right to
enter into and consummate the Compelled Sale without violating any other
agreement), then,

                                       22
<PAGE>

each Investor (A) will not be liable for more than its pro rata share (based
upon the consideration received) of any liability for misrepresentation, breach
of warranty or indemnity, which liability will only be satisfied from an escrow
or holdback established in connection with the Compelled Sale, (B) such
liability shall be several and not joint with any other Person and (C) such
liability will not exceed the total purchase price received by such Investor for
its securities; provided, however, that a TCW Stockholder, GE Stockholder or
Caisse Stockholder shall not be obligated to participate in a Compelled Sale
unless such TCW Stockholder, GE Stockholder or Caisse Stockholder is provided an
opinion of counsel to the effect that such Compelled Sale is not in violation of
the registration or qualification requirements of Federal or applicable state
securities laws, or, if such TCW Stockholder, GE Stockholder or Caisse
Stockholder is not provided with such an opinion, the Company or CFSL
Acquisition, as the case may be, shall indemnify such TCW Stockholder, GE
Stockholder or Caisse Stockholder for any such violation.

            (ii)  No Investor shall be obligated to pay more than his, her or
its pro rata share of the expenses incurred in connection with a consummated
Compelled Sale to the extent such costs are incurred for the benefit of all
Investors and are not otherwise paid by the Company, CFSL Acquisition or the
acquiring party (costs incurred by or on behalf of an Investor for his, her or
its sole benefit will not be considered costs of the transaction hereunder).

            (iii) Nothing set forth in this Section 9 shall limit the
applicability of the provisions of Section 2(d) of this Agreement. For the
avoidance of doubt, if as a result of a Compelled Sale, a Caisse Stockholder
would hold an equity interest of the type described in clause (i) or (ii) of
Section 2(d), then CDP or such Permitted Transferee shall be entitled to receive
its portion of the applicable consideration in cash, in an amount equal to the
fair market value of such consideration.

SECTION 10. REGISTRATION RIGHTS

      (a)   Demand Registrations.

            (i)   Right to Demand Registration. Beginning on the first to occur
of (A) the fifth anniversary of the date of this Agreement and (B) the 180th day
after the effective date of the Registration Statement relating to the Company's
Qualified Public Offering, (1) parties to this Agreement holding at least fifty
percent (50%) of the shares of Class A Common Stock or (2) the TCW Stockholders
holding a majority of the number of shares of Class A Common Stock then held by
all TCW Stockholders may make a written request of the Company for registration
with the Commission, under and in accordance with the provisions of the
Securities Act, of all or part of the Registrable Stock held of record and
beneficially by them (each a "Demand Registration," and such Investors making
such demand, the "Demanding Holders"); provided, that the Company need not
effect a Demand Registration whose aggregate offering price (before deduction of
underwriting discounts, if applicable, and expenses of sale) would reasonably
not be expected to exceed $5,000,000. Within ten (10) Business Days after
receipt of the request for a Demand Registration, the Company will send written
notice (a "Demand Notice") of such registration request and its intention to
comply therewith to all holders of Registrable Stock and, subject to subsection
(iii) below, the Company will include in such registration all the Registrable
Stock with respect to which the Company has received written requests for
inclusion therein within ten (10) Business Days after the date such Demand
Notice is given. All requests

                                       23
<PAGE>

made pursuant to this subsection will specify the aggregate number of shares of
Registrable Stock requested to be registered and will also specify the intended
methods of disposition thereof. Subject to the terms of this Section 10(a)(i),
upon receipt of a Demand Notice, the Company shall use its reasonable best
efforts to effect registration of the Registrable Stock to be registered in
accordance with the intended method of distribution specified in writing by the
Demanding Holders (including, but not limited to, an offering on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act) as soon as
practicable, and in no event later than one hundred and twenty (120) days after
receipt of a Demand Notice, and to maintain the effectiveness of such
registration for a period of one hundred and eighty (180) days. However, such
180-day period shall be extended for a period of time equal to the number of
days that the Demanding Holders refrain from selling securities included in such
Registration Statement at the request of an underwriter of any securities of the
Company. In addition, in the case of any registration of shares of Registrable
Stock on Form S-3 which are intended to be offered on a continuous or delayed
basis, such 180-day period will be extended, if necessary, to keep the
registration effective until all shares of such Registrable Stock are sold,
provided that Rule 415, or any successor rule under the Securities Act, permits
an offering on a continuous or delayed basis, and provided further that the
applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective amendment
which (A) includes any prospectus required by Section 10(a)(3) of the Securities
Act or (B) reflects facts or events representing a material or fundamental
change in the information set forth in the Registration Statement, the
incorporation by reference of information required to be included in (A) and (B)
above to be contained in periodic reports filed pursuant to Section 13 or 15(d)
of the Exchange Act in the Registration Statement. If available to the Company,
the Company will effect such registration on Form S-3 or a substantially similar
successor form.

            (ii)  Number of Demand Registrations. The Investors shall
collectively be entitled to demand registration of the Registrable Stock held by
any of them on no more than three (3) occasions, together with one additional
demand that may be made by the TCW Stockholders acting as a group. A Demand
Registration shall not be counted as a Demand Registration for such purpose (A)
unless such Demand Registration has been declared effective by the Commission
and maintained continuously effective and not interfered with by a stop order,
injunction or similar mandate until the earlier of (x) the date which is one
hundred and eighty (180) days after the initial effective date of such
Registration Statement and (y) the date on which all shares of Registrable Stock
included therein have been sold in accordance with such Demand Registration;
provided, however, that if such registration statement does not become effective
after the Company has filed it solely by reason of the refusal to proceed by the
Demanding Holders (other than a refusal to proceed based upon the advice of
counsel relating to a matter with respect to the Company), then such
registration shall be deemed to have been effected unless the Demanding Holders
shall have elected to pay all expenses related to such registration referred to
in Section 10(e) hereof or (B) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection with
such registration are not satisfied, other than by reason of some act or
omission by such Demanding Holders. In addition to the foregoing, and subject to
the procedures set forth in Section 10(a)(i) above, if the Company is eligible
to register any Registrable Stock on Form S-3 of the Commission (or a
substantially similar successor form), any one or more Investors may demand the
Company to effect such a registration on such Form S-3, provided that (i) the
Registrable Stock proposed to be so registered shall have an aggregate value on
the date of the demand of at least $10.0 million,

                                       24
<PAGE>

and (ii) the Company shall not be required to effect more than one such Form S-3
registration in any twelve month period.

            (iii) Priority on Demand Registrations. If in any underwritten
Demand Registration, the managing underwriter or underwriters thereof advise the
Company in writing that in its or their opinion, the number of securities
proposed to be sold in such Demand Registration exceeds the number that can be
sold in such offering without having a material adverse effect on the success of
the offering (including, without limitation, an impact on the selling price),
the Company will include in such registration only the number of securities
that, in the opinion of such underwriter or underwriters, can be sold without
having a material adverse effect on the success of the offering, as follows:
first, all the Registrable Stock of the TCW Stockholders (if such registration
was made pursuant to a demand of the TCW Stockholders), second, all the
Registrable Stock of each other Investor (other than Investors who are directors
or officers of the Company or a Subsidiary of the Company), third, all the
Registrable Stock of each Other Registering Holder (as defined herein), and
fourth, directors or officers of the Company (or a Subsidiary of the Company),
in each case pro rata among all such Persons on the basis of the relative
percentage of Registrable Stock requested to be sold by each of them in such
offering. In the event that the Registrable Stock of any Investor is excluded
from a registration as a result of this paragraph, then such Investor's excluded
Registrable Stock shall be included, prior to any other Registrable Stock, in
the applicable Registration Statement pursuant to the underwriters'
over-allotment option.

            (iv)  Selection of Underwriters. If a Demand Registration is to be
an underwritten offering, the Company will select a managing underwriter or
underwriters of recognized national standing to administer the offering, which
managing underwriter or underwriters shall be reasonably acceptable to the
holders of a majority of the Registrable Stock to be included in such Demand
Registration.

      (b)   Piggyback Registrations. If the Company at any time proposes to
register under the Securities Act any capital stock, whether or not for sale for
its own account, on a form and in a manner which would permit registration of
the Registrable Stock held by any Investor for sale to the public under the
Securities Act, the Company shall give written notice of the proposed
registration to each Investor not later than thirty (30) days prior to the
filing thereof. Each Investor shall have the right to request that all or any
part of his, her or its Registrable Stock be included in such registration. Each
Investor shall make such a request by delivering written notice to the Company
within ten (10) Business Days after the giving of such notice by the Company;
provided, however, that if the managing underwriters of such offering determine
that the aggregate amount of securities of the Company which the Company, all
Registering Investors and all other stockholders of the Company who are not
Investors but are entitled to register securities with the Registering Investors
in connection with any offering ("Other Registering Holders") propose to include
in such Registration Statement exceeds the maximum amount of securities that may
be sold without having a material adverse effect on the success of the offering,
including without limitation the selling price and other terms of such offering,
the Company will include in such registration securities in such priorities as
are set forth in Section 10(a)(iii) above. Notwithstanding the foregoing, in
connection with any registration subject to this Agreement (other than the
Company's Qualified Public Offering), the number of shares of Registrable Stock
included therein shall not be less than one-third of the total number of

                                       25
<PAGE>

securities registered. Registrable Stock proposed to be registered and sold
pursuant to an underwritten offering for the account of any Registering Investor
shall be sold to the prospective underwriters selected or approved by the
Company and on the terms and subject to the conditions of one or more
underwriting agreements in customary form negotiated between the Company and the
prospective underwriters. Any Registering Investor who holds Registrable Stock
being registered in any offering shall have the right to receive a copy of the
form of underwriting agreement. The Company may withdraw any Registration
Statement at any time before it becomes effective, or postpone or terminate the
offering of securities, without obligation or liability to any Registering
Investor.

      (c)   Holdback Agreements. Each Investor hereby agrees that, without the
prior written consent of the managing underwriter, during the period commencing
on the date of the final Prospectus relating to the Qualified Public Offering of
the Company and ending on the date specified by the managing underwriter (such
period not to exceed one hundred eighty (180) days), it will not, to the extent
requested by the managing underwriter, (i) lend, sell, offer to sell, contract
to sell, pledge, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, or enter into any transaction or device that is designed
to or could be expected to result in the disposition by any Person at any time
in the future of, directly or indirectly, any shares of the class of capital
stock included in such registration (the "registered stock") or any securities
convertible into or exercisable or exchangeable for, or representing the right
to receive, shares of the registered stock, or register for resale any
outstanding shares of the registered stock (whether such shares or any such
securities are then owned by the Investor or are thereafter acquired); provided
that this clause (i) shall not prohibit such transactions between an Investor
and an Affiliate of such Investor if such Affiliate agrees in writing to be
bound by the terms of this Agreement, including this Section 10, or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic benefits or risks of ownership of the registered
stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of the registered stock or such other securities, in cash
or otherwise. In addition, notwithstanding the provisions of this paragraph,
each Investor may (i) sell any shares of the Company's capital stock purchased
in the open market following consummation of the Qualified Public Offering, and
(ii) sell any shares of the Company's capital stock to a third party in a
transaction that is exempt from the registration requirements of the Securities
Act, provided, however, that any such purchaser agrees to be bound by the
Investor's obligations set forth in this paragraph and to enter into a similar
agreement with the managing underwriter on its own behalf. The underwriters in
connection with the Company's public offerings are intended third party
beneficiaries of this Section 10(c) and will have the right, power and authority
to enforce the provisions hereof as though they were a party hereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Stock of each Investor (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period, and each Investor will, if so requested, execute
an agreement in the form provided by the managing underwriter containing terms
which are essentially consistent with the provisions of this Section 10(c). It
is a condition to each Investor's obligations pursuant to this paragraph that
each director and executive officer of the Company, and each registered or
beneficial owner of one percent (1%) or more of the outstanding shares of the
registered stock as of the date of the final Prospectus referred to in the first
sentence of this paragraph shall execute and deliver an agreement with the
managing underwriter containing substantially similar

                                       26
<PAGE>

obligations to the obligations set forth in this paragraph. If any holder of
shares of the registered stock that has executed such an agreement is released
with respect to some or all of its shares of the registered stock, the managing
underwriter shall release a ratable portion of each Investor's shares of
registered stock from the lock-up provisions set forth herein.

      (d)   Expenses. Except as otherwise required by state securities or blue
sky laws or the rules and regulations promulgated thereunder, all customary
expenses, disbursements and fees incurred by the Company and the Investors in
connection with any registration under this Section 10, including all expenses
associated with any blue sky filings, shall be borne by the Company, except that
the following expenses shall be borne by the Investor incurring the same: (i)
the costs and expenses of counsel to such Investor to the extent such Investor
retains counsel, except that the Company shall bear the costs and expenses of
one counsel (together with any appropriate local counsel) to the Investors as a
group, (ii) discounts, commissions, fees or similar compensation owing to
underwriters, selling brokers, dealer managers or other industry professionals,
to the extent relating to the distribution or sale of such Investor's securities
and (iii) transfer taxes with respect to the securities sold by such Investor.

      (e)   Registration Procedures. In connection with any registration of
Registrable Stock under the Securities Act pursuant to this Agreement, the
Company will consult with each Registering Investor whose Registrable Stock is
to be included in any such registration concerning the form of underwriting
agreement, which shall be subject to the review and comment of such Registering
Investor and its counsel, shall provide to such Registering Investor the form of
underwriting agreement prior to the Company's execution thereof and shall
provide to such Registering Investor and its representatives such other
documents (including comments by the Commission on the Registration Statement)
as such Registering Investor shall reasonably request in connection with its
participation in such registration. Unless otherwise required by the applicable
underwriter as a condition to entering into such underwriting agreement, the
only representations, warranties or covenants that each Registering Investor
shall be required to make in any such underwriting agreement shall be
representations and warranties with respect to its own ownership of the
Registrable Stock to be sold by it and its ability to convey title thereto free
and clear of liens, encumbrances or adverse claims, and covenants regarding the
delivery of the applicable shares at the closing of such transaction. The
Company will furnish each Registering Investor whose Registrable Stock is
registered thereunder and each underwriter, if any, with a copy of the
Registration Statement and all amendments thereto and will supply each such
Registering Investor and each underwriter, if any, with copies of any prospectus
included therein (including a preliminary Prospectus and all amendments and
supplements thereto), in such quantities as may be reasonably necessary for the
purposes of the proposed sale or distribution covered by such registration.
Subject to the second to last and next to last sentences of Section 10(a)(i),
the Company shall not, however, be required to maintain the registration
statement effective or to supply copies of a Prospectus for a period beyond one
hundred eighty (180) days after the effective date of such Registration
Statement and, at the end of such period, the Company may deregister any
securities covered by such Registration Statement and not then sold or
distributed. In the event that the Company prepares and files with the
Commission a Registration Statement providing for the sale of Registrable Stock
held by any Registering Investor pursuant to its obligations under this Section
10, the Company will use its reasonable best efforts to have the Registration
Statement declared effective by the Commission and in

                                       27
<PAGE>

furtherance of the sale of such Registrable Stock in accordance with the
intended method of disposition thereof as quickly as practicable and will:

            (i)   use its reasonable best efforts to prepare and file within
forty-five (45) days after receipt of a request to file a registration statement
on any form for which the Company is then qualified or which counsel for the
Company shall deem appropriate, and which form shall be available for the sale
of the Registrable Stock in accordance with the intended method of distribution
thereof, and use its reasonable best efforts to cause such registration
statement to become effective as quickly as practicable;

            (ii)  upon filing a Registration Statement or any Prospectus related
thereto or any amendments or supplements thereto, furnish to the Registering
Investors whose shares of Registrable Stock are covered by such Registration
Statement and the underwriters, if any, copies of all such documents;

            (iii) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep such Registration Statement effective for the one hundred eighty (180) day
period referenced in Section 10(e) above (or such longer period as shall be
determined in accordance with the second to last and next to last sentences of
Section 10(a)(i)); cause the related Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
Registration Statement or supplement to such Prospectus;

            (iv)  promptly notify the Registering Investors and the managing
underwriters, if any, and (if requested by any such Person) confirm such advice
in writing, (A) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any request
by the Commission or any state securities commission for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information, (C) of the issuance by the Commission or any state securities
commission of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (D) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of any of the Registrable Stock for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose, and (E) of the
existence of any fact which results in a Registration Statement, a Prospectus 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 the statements therein not misleading;

            (v)   use its reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement;

            (vi)  if requested by the managing underwriters or a Registering
Investor, promptly incorporate in a Prospectus supplement or post-effective
amendment such information

                                       28
<PAGE>

as the managing underwriters or the Registering Investors holding a majority of
the Registrable Stock being sold by Registering Investors agree should be
included therein relating to the sale of such Registrable Stock, including
information with respect to the amount of Registrable Stock being sold to such
underwriters, the purchase price being paid therefor by such underwriters and
with respect to any other terms of the underwritten (or best efforts
underwritten) offering of the Registrable Stock to be sold in such offering; and
make all required filings of such Prospectus supplement or post-effective
amendment as soon as notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment;

            (vii) furnish to each managing underwriter at least one signed copy
of the Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits (including those incorporated by reference);

            (viii) deliver to such Registering Investors and the underwriters,
if any, as many copies of the Prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as such persons or entities may
reasonably request;

            (ix)  prior to any public offering of Registrable Stock, register or
qualify or cooperate with the Registering Investors, the underwriters, if any,
and their respective counsel in connection with the registration or
qualification of such Registrable Stock for offer and sale under the securities
or blue sky laws of such jurisdictions within the United States as any
Registering Investor or underwriter reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Registrable Stock covered by the applicable
Registration Statement; provided, however, that the Company will not be required
to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so subject;

            (x)   cooperate with the Registering Investors and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Stock to be sold pursuant to such
Registration Statement and not bearing any restrictive legends, and enable such
Registrable Stock to be in such denominations and registered in such names as
the managing underwriters may request at least two (2) Business Days prior to
any sale of Registrable Stock to the underwriters;

            (xi)  if any fact described in Section 10(e)(iv)(E) above exists,
prepare a supplement or post-effective amendment to the applicable Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Stock being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading;

            (xii) cause all Registrable Stock covered by the Registration
Statement to be listed on each securities exchange or over-the-counter quotation
system on which similar securities issued by the Company are then listed (or, if
none are so listed, on such securities exchange as shall be selected by the
Company, so long as such exchange is not reasonably

                                       29
<PAGE>

objected to by the holders of a majority of the Registrable Stock covered by the
applicable Registration Statement);

            (xiii) provide a CUSIP number and transfer agent for all Registrable
Stock included in such Registration Statement, not later than the effective date
of the applicable Registration Statement;

            (xiv) enter into such agreements (including, in the case of an
underwritten offering, an underwriting agreement in form reasonably satisfactory
to the holders of a majority of the Registrable Stock being sold and the
Company) and take all such other reasonable actions in connection therewith as
the holders of a majority of the Registrable Stock being sold or the
underwriters retained by such holders, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Stock;

            (xv)  make available for inspection by a representative of any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such underwriter, all
financial and other records, and any pertinent corporate documents and
properties of the Company reasonably requested by such representative,
underwriter, attorney or accountant in connection with such Registration
Statement;

            (xvi) use its reasonable best efforts to obtain cold comfort letters
from the Company's independent public accountants in customary form and covering
such matters of the type customarily covered by cold comfort letters as the
holders of a majority of the Registrable Stock being sold or the underwriter of
such offering reasonably requests;

            (xvii) use its reasonable best efforts to obtain opinion letters
from the Company's legal counsel in customary form and covering such matters of
the type customarily covered by opinion letters as the holders of a majority of
the Registrable Stock being sold or the underwriter of such offering reasonably
requests; and

            (xviii) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission and relevant state securities
commissions, and make generally available to its securityholders earning
statements satisfying the provisions of Section 11(a) of the Securities Act no
later than forty-five (45) days after the end of any 12-month period (or ninety
(90) days, if such period is a fiscal year) commencing at the end of any fiscal
quarter in which Registrable Stock of such Registering Investor is sold to
underwriters in an underwritten offering, or, if not sold to underwriters in
such an offering, beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of a Registration Statement, which
statements shall cover said 12-month periods.

      (f)   Conditions to Investor Rights. It shall be a condition of each
Registering Investor's rights hereunder to have Registrable Stock owned by it
registered that:

            (i)   such Registering Investor shall cooperate with the Company in
all reasonable respects by supplying information and executing documents
relating to such Registering Investor or the securities of the Company owned by
such Registering Investor in

                                       30
<PAGE>

connection with such registration (including, if requested by the underwriters,
an underwriting agreement to be executed by all Registering Investors); and

            (ii)  if the Company shall furnish to such Registering Investor a
certificate signed by the President of the Company stating that, in the good
faith discretion of the Board of Directors of the Company, it would not be in
the best interest of the Company for such Registration Statement to be filed on
or before the date filing would be required, then the Company may defer the
filing of the Registration Statement for a period or periods not in excess of
ninety (90) days, such right to delay a filing to be exercised by the Company
not more than once in any calendar year;

            (iii) such Registering Investor shall enter into such undertakings
and take such other action relating to the conduct of the proposed offering
which the Company or the underwriters may reasonably request as being necessary
to ensure compliance with Federal and state securities laws and the rules or
other requirements of the National Association of Securities Dealers, Inc. or
otherwise to effectuate the offering; and

(iv) if the Registrable Stock being sold by an Investor is issuable upon
conversion or exercise of Common Convertible Notes or Warrants, such Investor
shall convert or exercise such Securities prior to the closing of the related
sale (and such conversion or exercise may be made conditional upon such closing
taking place).

      (g)   Indemnification by the Company. To the fullest extent permitted by
law, the Company agrees to indemnify and hold harmless each Registering
Investor, and any underwriter (as defined in the Securities Act) together with
their officers, directors, partners, stockholders, trustees, affiliates (within
the meaning of Rule 405 under the Securities Act), and each Person, if any, who
controls such Registering Investor or underwriter, within the meaning of the
Securities Act or the Exchange Act, from and against any and all losses, claims,
actions, damages, liabilities and expenses (joint or several) (including,
without limitation, attorneys' fees and disbursements and all other expenses
incurred in investigating, preparing, compromising or defending against any such
litigation, commenced or threatened, or any claim whatsoever and all amounts
paid in settlement of any such claim or litigation) to which any of such
indemnified Persons may become subject under the Securities Act, the Exchange
Act or other Federal or state statutory law or regulation, or at common law or
otherwise (collectively "Losses") as incurred, insofar as such Losses arise out
of or are based upon any of the following (collectively a "Violation"): (i) any
untrue statement or alleged untrue statement of a material fact contained in
such Registration Statement, including any preliminary Prospectus or final
Prospectus contained therein or any amendments or supplements thereto, (ii) 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
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities laws or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
laws or any other Federal or state statutory law or regulation or at common law
or otherwise; provided, however, that the indemnity agreement contained in this
paragraph will not apply to amounts paid in settlement of any such Loss if such
settlement is effected without the consent of the Company (which consent will
not be unreasonably withheld), nor will the Company be liable in any such case
for any such Loss to the extent that it arises out of or is based upon a
Violation that solely occurs in reliance

                                       31
<PAGE>

upon and in conformity with written information provided by and relating to an
indemnified Person, that is furnished expressly for use in connection with such
registration by such indemnified Person; provided, further, that the foregoing
indemnity agreement with respect to any preliminary Prospectus will not inure to
the benefit of any indemnified Person from whom the Person asserting any such
losses, claims, damages or liabilities purchased shares in the offering, if a
copy of the Prospectus (as then amended or supplemented if the Company will have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such indemnified Person to such Person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
shares to such Person, and if the Prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.

      (h)   Indemnification by Investors. To the extent permitted by law, each
Registering Investor, on a several and not joint basis, will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the Registration Statement, each Person, if any, who controls the Company within
the meaning of the Securities Act, any underwriter, any other stockholder
selling securities in such Registration Statement and any controlling Person of
any such underwriter or other stockholder, against any Losses to which any of
the foregoing Persons may become subject, under the Securities Act, the Exchange
Act or any other federal or state statutory law or regulation or at common law
or otherwise, insofar as such Losses arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation solely occurs in reliance upon and in conformity with written
information provided by and relating to such Registering Investor that is
furnished by such Registering Investor expressly for use in connection with such
Registration Statement; provided that in no event will any indemnity under this
paragraph exceed the amount by which the net proceeds from the sale of
Registrable Stock received by such Registering Investor exceeds the aggregate
amount of any Losses that such Registering Investor has previously otherwise
paid for any Violations.

      (i)   Notification of Loss. Promptly after receipt by an indemnified party
under the prior two paragraphs of actual knowledge of any claim or the
commencement of any action (including any governmental action), as to which
indemnity may be sought, such indemnified party will deliver to the indemnifying
party a written notice of the commencement thereof (but the failure to so notify
an indemnifying party will not relieve it from any liability or obligation which
it may have under this paragraph or otherwise except to the extent that the
failure to notify results in the forfeiture by the indemnifying party of
substantial rights and defenses and will not in any event relieve the
indemnifying party from any obligations other than the indemnification provided
for herein). The indemnifying party will have the right to participate in, and,
to the extent the indemnifying party so desires, to assume the defense thereof
with counsel approved by the indemnified parties (whose approval shall not
unreasonably be withheld). However, the indemnified parties will have the right
to retain separate counsel and to participate in the defense thereof, with the
fees and expenses of such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be, in the indemnified party's view, inappropriate due
to actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding or if the
indemnifying party fails to promptly assume the defense. In no event will the
indemnifying party be required to pay the expenses of more than one counsel per
jurisdiction as counsel for the indemnified parties. The indemnifying party will
be responsible for the

                                       32
<PAGE>

expenses of such defense even if the indemnifying party does not elect to assume
such defense. No indemnifying party may, except with the written consent of the
indemnified parties, consent to the entry of any judgment or enter into any
settlement which does not include as a term thereof the unconditional release of
each indemnified parties of all liability in respect of such claim or
litigation. No indemnified party shall be liable for any settlement effected
without its written consent.

      (j)   Contribution. If the indemnification provided for in this Section 10
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any Loss referred to herein, then the indemnifying party,
in lieu of indemnifying such indemnified parties hereunder, will contribute to
the amount paid or payable by such indemnified parties as a result of such Loss
(i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other hand from the offering of the securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying parties
and the indemnified party in connection with the Violations that resulted in
such Loss as well as any other relevant equitable considerations. The relative
benefits received by the indemnifying party and the indemnified parties will be
determined by reference to the net proceeds and underwriting discounts and
commissions from the offering received by each such party. The relative fault of
the indemnifying party and of the indemnified parties will be determined by
reference to, among other things, whether the Violation relates to information
supplied by the indemnifying party or by the indemnified parties and the
parties' relative intent, knowledge, access to information, and opportunity to
correct or prevent such Violation. The Company and the Investors hereby agree
that it would not be just and equitable if contributions pursuant to this
Section 10(j) were to be determined by pro rata allocation or by any other
method of allocation which does not take into account the equitable
considerations referred to above. The amount paid or payable by any indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this Section 10(j) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending against any action or claim which is the subject of
this Section 10(j).

      (k)   Limitations. In no event will any contribution by a Registering
Investor under this Section 10 exceed the amount by which the net proceeds from
the sale of Registrable Stock received by such Investor exceeds the aggregate
amount of any Losses that such Investor has previously otherwise paid for any
Violations. Notwithstanding the foregoing, no party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to indemnification or contribution from any person not so
guilty. Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement will
control.

      (l)   Survival. The indemnification and contribution obligations of the
Company and the Investors under this Section 10 will survive the completion of
any offering of Registrable Stock in a Registration Statement under this Section
10 and otherwise.

                                       33
<PAGE>

      (m)   Reports under Securities Exchange Act of 1934. With a view to making
available to the Investors the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the Commission that may at
any time permit an Investor to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3, the Company
agrees, after the earliest of the closing of the sale of securities by the
Company pursuant to a Registration Statement or the registration by the Company
of a class of securities under Section 12 of the Exchange Act, to use
commercially reasonable efforts:

            (i)   to make and keep current public information about the Company
available (as those terms are understood and defined in Rule 144 under the Act),
at all times following the effective date of the first Registration Statement
filed by the Company for the offering of its securities to the general public;

            (ii)  to take such action, including the voluntary registration of
such securities under Section 12 of the Exchange Act, as is necessary to enable
the Investors to utilize Form S-3 for the resale of their Registrable Stock,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first Registration Statement filed by the Company for the offering
of its securities to the general public is declared effective;

            (iii) to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and

            (iv)  to furnish to any Investor, so long as the Investor owns any
Registrable Stock, forthwith upon request (i) a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 and of the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company filed by the Company under the Exchange Act and (iii) such other
information as such Investor may reasonably request in order to avail itself of
any similar rule or regulation of the Commission that permits the selling of any
such securities without registration or pursuant to such form.

SECTION 11. FINANCIAL STATEMENTS

      The Company will deliver to each Investor, for so long as it shall hold
any of the shares of Class A Common Stock and/or Series A Preferred Stock held
by it on the date of this Agreement:

      (a)   as soon as practicable, but in any event within ninety (90) days
after the end of each fiscal year of the Company, an audited (consolidated)
balance sheet of the Company and its subsidiaries as of the end of such fiscal
year and the related audited (consolidated) statements of income, stockholders'
equity and cash flows for the fiscal year then ended, prepared in accordance
with generally accepted accounting principles ("GAAP"), and certified by a firm
of independent public accountants of recognized national standing selected by
the Board of Directors;

      (b)   as soon as practicable, but in any event within forty-five (45) days
after the end of each of the first three quarterly accounting periods in each
fiscal year a (consolidated) balance

                                       34
<PAGE>

sheet of the Company and its Subsidiaries as of the end of such fiscal quarter,
and the related (consolidated) statements of income, stockholders' equity and
cash flows for such fiscal quarter and for the fiscal year-to-date, in each case
with comparative statements for the prior fiscal year period, and the projected
budget, unaudited but prepared in accordance with GAAP consistently applied
(other than normal year-end audit adjustments);

      (c)   with respect to the financial statements called for in Section
11(b), a certificate executed by the chief financial officer of the Company
certifying that such financials were prepared in accordance with GAAP
consistently applied (with the exception of footnotes that may be required by
GAAP) and fairly present the financial condition of the Company and its
Subsidiaries and their results of operation for the period specified, subject to
normal year-end audit adjustments; and

      (d)   as early as practicable, but in any event at least no later than
thirty (30) days prior to the start of each fiscal year, a business plan,
consolidated capital and operating expense budgets, and income and loss
projections for the Company and its Subsidiaries in respect of such fiscal year,
all itemized in reasonable detail.

SECTION 12. INSPECTION

      The Company and its Subsidiaries will permit each Investor, for so long as
it shall hold at least 100,000 shares of Class A Common Stock (each, a
"Qualified Investor"), at such Qualified Investor's expense (including the
expenses of the Company's independent auditors or the independent auditors of a
Subsidiary of the Company, if applicable), to visit and inspect the Company's
and its Subsidiaries' properties, to examine their books of account and records
and to discuss the Company's and its Subsidiaries' affairs, finances and
accounts with their officers and representatives of the Company's independent
auditors (and any separate independent auditors of CFSL Acquisition, CFS or any
other Subsidiary of the Company), all at such reasonable times and as may be
reasonably requested by the Qualified Investor; provided, however, that none of
the Company, its Subsidiaries or such auditors will be obligated pursuant to
this Section 12 to provide access to any information that it reasonably
considers to be a trade secret or similar confidential information, and
provided, further, that the Company and its Subsidiaries may require the
Qualified Investor to execute a confidentiality and nondisclosure agreement
prior to any such visit and inspection.

SECTION 13. MISCELLANEOUS

      (a)   Termination. This Agreement may be terminated or amended upon the
written approval of (i) the holders of sixty-six and two-thirds percent (66
2/3%) of the outstanding Class A Common Stock subject to this Agreement and (ii)
the written approval of (A) the majority of the Class A Common Stock and the
Series A Preferred Stock (and of any class or series of equity securities that
may be issued after the date hereof by the Company, CFSL Acquisition or any
other Subsidiary of the Company) held by the Caisse Stockholders, (B) the
majority of the Class A Common Stock and the Series A Preferred Stock (and of
any class or series of equity securities that may be issued after the date
hereof by the Company, CFSL Acquisition or any other Subsidiary of the Company)
held by the GE Stockholders and (C) the majority of the Class A Common Stock and
the Series A Preferred Stock (and of any class or series of equity

                                       35
<PAGE>

securities that may be issued after the date hereof by the Company, CFSL
Acquisition or any other Subsidiary of the Company) held by the TCW
Stockholders. Provided that such transaction would not result in a Caisse
Stockholder holding an equity interest of the type described in Section 2(d)(i)
or Section 2(d)(ii), this Agreement shall also terminate with respect to any
Investor if a Sale Proposal is consummated in which all of the equity securities
in the Company, CFSL Acquisition, CFS and each Subsidiary of CFS held by such
Investor (including, without limitation, the Securities and any equity
securities that may be issued after the date hereof) are sold and, in connection
with such Sale Proposal, all of the consideration that such Investor receives
consists of (i) cash and/or (ii) securities of a class that is registered under
the Exchange Act and traded on a national securities exchange or the Nasdaq
National Market, and for which any required listing application has been filed
and accepted, and that are issued to the Investor under an effective
registration statement under the Securities Act. The rights and obligations of
all Parties under Sections 2 through 9 and Sections 11 and 12 hereof shall also
terminate upon the closing date of a Qualified Public Offering that covers
shares of all classes of capital stock in the Company held by the Investors.
Neither the Company nor CFSL Acquisition shall enter into any agreement or
arrangement which (i) is inconsistent with this Agreement or (ii) would impair
their ability to fulfill their respective obligations under this Agreement, in
each case, without obtaining the approvals set forth in the first sentence of
this Section 13(a).

      (b)   Legends. Each certificate representing securities or warrants
subject to this Agreement shall bear the following legend:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF."

            "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
STOCKHOLDERS AGREEMENT BETWEEN THE ISSUER AND THE INITIAL HOLDER HEREOF DATED AS
OF MAY 17, 2002. A COPY OF SUCH AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY
THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

      (c)   Successors, Assigns and Transferees. This Agreement shall be binding
upon and inure to the benefit of the Parties hereto and their respective legal
representatives, heirs, legatees, successors, and assigns and any other
transferee of the Securities. None of the rights of the Investors set forth
herein may be assigned, except the rights of each Investor herein may be
assigned (i) to a Permitted Transferee (which shall occur automatically upon the
satisfaction of the conditions set forth in Section 6(a)) or (ii) to any Person
who acquires from such Investor at least thirty-three and one-third percent (33
1/3%) of the Class A Common Stock and the Series A Preferred Stock held by such
Investor on the date of this Agreement (not including shares of Class A Common
Stock or Series A Preferred Stock issuable upon conversion of Convertible Notes
that were not converted), and in the case of such clause (ii), such Person shall
be deemed to be an Investor hereunder after the completion of such acquisition.
Following an assignment

                                       36
<PAGE>

permitted by the prior sentence, the assignee shall obtain the rights of the
assigning Investor under such Sections, and shall be subject to the obligations
of such assigning Investor set forth herein.

      (d)   Specific Performance. Each Party, in addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, shall be entitled to specific performance of each other Party's
obligations under this Agreement. The Company, CFSL Acquisition and the
Investors agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by any of them of the provisions of this
Agreement and each hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

      (e)   Governing Law. This Agreement shall be construed and enforced in
accordance with, and the validity and performance hereof shall be governed by,
the laws of the State of New York, including Section 5-1401 and Section 5-1402
of the General Obligations Law of the State of New York and Rule 327(b) of the
New York Civil Practice Laws and Rules.

      (f)   Interpretation. The headings of the Sections contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the Parties and shall not affect the meaning or interpretation of this
Agreement.

      (g)   Notices. All notices and other communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received when delivered by overnight courier or hand delivery, when
sent by telecopy, or five (5) calendar days after mailing if sent by registered
or certified mail (return receipt requested) postage prepaid, to the Parties at
the following addresses (or at such other address for any Party as shall be
specified by like notices, provided that notices of a change of address shall be
effective only upon receipt thereof).

            If to the Company or CFSL Acquisition, at:

            CFSL Holdings Corp.
            51 West 52nd Street, 23rd Floor
            New York, New York 10019
            Attention: Bruce J. Rubin
            Facsimile: (212) 882-5757

            CFSL Acquisition Corp.
            51 West 52nd Street, 23rd Floor
            New York, New York 10019
            Attention: Bruce J. Rubin
            Facsimile: (212) 882-5757

            with copies to:

            Morrison & Foerster LLP
            1290 Avenue of the Americas
            New York, New York 10104-0050

                                       37
<PAGE>

            Attention: Allen L. Weingarten, Esq.
            Facsimile: (212) 468-7900

            If to the Lightyear Stockholders, to:

            The Lightyear Fund, L.P.
            51 West 52nd Street, 23rd Floor
            New York, New York 10019
            Attention: Bruce J. Rubin
            Facsimile: (212) 882-5757

            with copies to:

            Morrison & Foerster LLP
            1290 Avenue of the Americas
            New York, New York 10104-0050
            Attention: Allen L. Weingarten, Esq.
            Facsimile: (212) 468-7900

            If to any of the other investors, at:

            The addresses set forth on Schedule A hereto.

      (h)   Further Assurances. Each Investor, CFSL Acquisition and the Company
will from time to time and at all times hereafter make, do, execute, or cause or
procure to be made, done and executed such further acts, deeds, conveyances,
consents and assurances, without further consideration, which may reasonably be
required to effect the purposes and transactions contemplated by this Agreement.

      (i)   Entire Agreement. This Agreement and the Documents constitute the
entire agreement among the Parties with respect to the subject matter hereof and
no Party will be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth herein
or therein.

      (j)   Severability. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.

      (k)   Waivers. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any provisions or conditions of this
Agreement, must be executed by the Party against which it is to be enforced, and
will be effective only to the extent specifically set forth in such writing.

                                       38
<PAGE>

      (l)   Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       39
<PAGE>

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

                                       CFSL HOLDINGS CORP.

                                       By: /s/ Bruce J. Rubin
                                           -------------------------------------
                                           Name: Bruce J. Rubin
                                           Title: President and Chief Executive
                                                  Officer

                                       CFSL ACQUISITION CORP.

                                       By: /s/ Bruce J. Rubin
                                           -------------------------------------
                                           Name: Bruce J. Rubin
                                           Title: President and Chief Executive
                                                  Officer

                                       THE LIGHTYEAR FUND, L.P.

                                       By: Lightyear Fund GP, LLC, its General
                                           Partner

                                       By: /s/ Bruce J. Rubin
                                           -------------------------------------
                                           Name: Bruce J. Rubin
                                           Title: Managing Director and Chief
                                                  Administrative Officer

                                       LIGHTYEAR CO-INVEST PARTNERSHIP, L.P.

                                       By: Lightyear Fund GP, LLC, its General
                                           Partner

                                       By: /s/ Bruce J. Rubin
                                           -------------------------------------
                                           Name: Bruce J. Rubin
                                           Title: Managing Director and Chief
                                                  Administrative Officer

<PAGE>

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

                                       CDP FINANCIAL SERVICES (US) LP

                                       By: CDPQ Financial Services Inc., its
                                           General Partner

                                       By: /s/ Andre Bourbonnais
                                           -------------------------------------
                                           Name: Andre Bourbonnais
                                           Title: President

                                       By: /s/ Denis Auclair
                                           -------------------------------------
                                           Name: Denis Auclair
                                           Title: Managing Director

                                       GE CAPITAL EQUITY INVESTMENTS, INC.

                                       By: /s/ Joseph Freeman Jr.
                                           -------------------------------------
                                           Name: Joseph Freeman Jr.
                                           Title: VP

                                       TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
                                       TCW/CRESCENT MEZZANINE TRUST III and
                                       TCW/CRESCENT MEZZANINE PARTNERS III
                                       NETHERLANDS, L.P.

                                       By: TCW/Crescent Mezzanine Management
                                           III, L.L.C.
                                           its Investment Manager

                                       By: /s/ Leo Helmers
                                           -------------------------------------
                                           Name: Leo Helmers
                                           Title: SVP

<PAGE>

                      SCHEDULE A TO STOCKHOLDERS AGREEMENT

                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>
                                                                              Number of
                                       Number of shares     Number of         Contingent
                     Number of shares    of Series A       Warrants to       Warrants to     Principal Amount   Principal Amount of
                        of Class A     Preferred Stock   Purchase Class A  Purchase Class A      of Common           Preferred
                     Common Stock of          of         Common Stock of   Common Stock of   Convertible Notes  Convertible Notes of
     Investor         CFSL Holdings    CFSL Acquisition   CFSL Holdings     CFSL Holdings    of CFSL Holdings     CFSL Acquisition
-------------------  ----------------  ----------------  ----------------  ----------------  -----------------  --------------------
<S>                  <C>               <C>               <C>               <C>               <C>                <C>
THE LIGHTYEAR
FUND, L.P.               6,099,752         6,694,849            0                  0              $802,888           $3,176,319
(Notice information
provided in Section
13(g))

LIGHTYEAR CO-INVEST
PARTNERSHIP, L.P.           28,552            31,337            0                  0              $  3,758           $   14,868
(Notice information
provided in Section
13(g))
</TABLE>

                                       A-1

<PAGE>

<TABLE>
<CAPTION>
                                                                              Number of
                                       Number of shares     Number of         Contingent
                     Number of shares    of Series A       Warrants to       Warrants to     Principal Amount   Principal Amount of
                        of Class A     Preferred Stock   Purchase Class A  Purchase Class A      of Common           Preferred
                     Common Stock of          of         Common Stock of   Common Stock of   Convertible Notes  Convertible Notes of
     Investor         CFSL Holdings    CFSL Acquisition   CFSL Holdings     CFSL Holdings    of CFSL Holdings     CFSL Acquisition
-------------------  ----------------  ----------------  ----------------  ----------------  -----------------  --------------------
<S>                  <C>               <C>               <C>               <C>               <C>                <C>
CDP FINANCIAL
SERVICES (US) LP          972,473          1,067,349                0                0            $128,003            $506,396
c/o Davies Ward
Phillips & Vineberg
LLP
625 Madison Avenue,
New York, N.Y. 10022
Attn:
James Guadiana, Esq.
Fax: (212) 308-0132

with copies to:
Davies Ward
Phillips Vineberg
s.r.l.
1501, Avenue McGill
College Montreal
Canada H3A 3N9
Attention:
Genevieve Dufour,
Esq.
Fax: (514) 841-6499

GE CAPITAL EQUITY
INVESTMENTS, INC.         563,753            618,753                0                0            $ 74,205            $293,563
120 Long Ridge Road
Stamford, CT 06927
Attention:
General Counsel
Facsimile:
(203) 357-3047

TCW/CRESCENT
MEZZANINE PARTNERS
III, L.P.                324,256           1,191,558          835,667           72,057                   0                   0
c/o TCW/Crescent
Mezzanine L.L.C.
200 Park Avenue,
Suite 2200
New York, NY 10166
Attention:
Leo A. Helmers
</TABLE>

                                       A-2
<PAGE>

<TABLE>
<S>                  <C>               <C>               <C>               <C>               <C>                <C>
Facsimile:
(212) 771-4173

with copies to:
Skadden, Arps,
Slate, Meagher &
Flom LLP
300 South Grand
Avenue, Suite 3400
Los Angeles,
California 90071
Attention:
Jeffrey Cohen, Esq.
(213) 687-5600
</TABLE>

                                       A-3
<PAGE>

<TABLE>
<CAPTION>
                                                                              Number of
                                       Number of shares     Number of         Contingent
                     Number of shares    of Series A       Warrants to       Warrants to     Principal Amount   Principal Amount of
                        of Class A     Preferred Stock   Purchase Class A  Purchase Class A      of Common           Preferred
                     Common Stock of          of         Common Stock of   Common Stock of   Convertible Notes  Convertible Notes of
     Investor         CFSL Holdings    CFSL Acquisition   CFSL Holdings     CFSL Holdings    of CFSL Holdings     CFSL Acquisition
-------------------  ----------------  ----------------  ----------------  ----------------  -----------------  --------------------
<S>                  <C>               <C>               <C>               <C>               <C>                <C>
TCW/CRESCENT
MEZZANINE TRUST III       50,516            185,635           130,190           11,226               0                  0
c/o TCW/Crescent
Mezzanine L.L.C.
200 Park Avenue,
Suite 2200
New York, NY 10166
Attention:
Leo A. Helmers
Facsimile:
(212) 771-4173

(with copies to
Skadden Arps, as
provided above)
</TABLE>

                                       A-4
<PAGE>

<TABLE>
<CAPTION>
                                                                              Number of
                                       Number of shares     Number of         Contingent
                     Number of shares    of Series A       Warrants to       Warrants to     Principal Amount   Principal Amount of
                        of Class A     Preferred Stock   Purchase Class A  Purchase Class A      of Common           Preferred
                     Common Stock of          of         Common Stock of   Common Stock of   Convertible Notes  Convertible Notes of
     Investor         CFSL Holdings    CFSL Acquisition   CFSL Holdings     CFSL Holdings    of CFSL Holdings     CFSL Acquisition
-------------------  ----------------  ----------------  ----------------  ----------------  -----------------  --------------------
<S>                  <C>               <C>               <C>               <C>               <C>                <C>
TCW/CRESCENT
MEZZANINE
PARTNERS III               13,248           48,683            34,143             2,944               0                   0
NETHERLANDS, L.P.
c/o TCW/Crescent
Mezzanine L.L.C.
200 Park Avenue,
Suite 2200
New York, NY 10166
Attention:
Leo A. Helmers
Facsimile:
(212) 771-4173

(with copies to
Skadden Arps, as
provided above)
</TABLE>

                                       A-5
<PAGE>


                                       B-1