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                                                                    Exhibit 10.7

                                                               Execution Version

                         EXECUTIVE SECURITIES AGREEMENT

         This Executive Securities Agreement ("AGREEMENT") is made as of August
21, 1997 by and among Beacon Holding Corporation, a Delaware corporation (the
"COMPANY"), David Grace ("EXECUTIVE") and Code, Hennessy & Simmons III, L.P., a
Delaware limited partnership ("CHS").

                                 R E C I T A L:

         The Company, CHS and Executive desire to enter into an agreement
pursuant to which (a) Executive shall purchase, and the Company shall sell, a
combination of (i) shares of Class A Common Stock, $.01 par value, of the
Company and (ii) Subordinated Notes (as herein defined) of the Company and (b)
the manner and terms by which the Company's equity and subordinated debt may be
transferred.

                              A G R E E M E N T S:

         The parties hereto agree as follows:

         1.       Definitions.

         (a)      For purposes of this Agreement, the following terms shall have
         the following meanings unless the context indicates otherwise:

         "AFFILIATE" of a Person means any other Person controlling, controlled
         by or under common control with such Person and any partner of such
         Person if such Person is a partnership. An "Affiliate", with respect to
         the Company includes each of the Company's direct or indirect
         subsidiaries.

         "BEACON OPERATING" means Beacon Sales Acquisition, Inc., a Delaware
         corporation.

         "BOARD" means the board of directors of the Company.

         "CAUSE" means any of the following, as determined by the Board in its
         reasonable judgment: (i) Executive's failure or refusal to perform such
         duties and responsibilities as are requested by the Board or the
         President of the Company or the Board of Directors or President of
         Beacon Operating or any other Subsidiary of Beacon Operating with which
         Executive is employed, (ii) Executive's failure to observe all material
         policies of the Company, Beacon Operating and their Affiliates
         generally applicable to executives of such Persons, (iii) Executive's
         gross negligence or willful misconduct in the performance of
         Executive's duties, (iv) the commission by Executive of any act of
         fraud or embezzlement against the Company, Beacon Operating or any of
         their Affiliates, or the commission of any felony or act involving
         dishonesty or moral turpitude, (v) Executive's unauthorized
         dissemination of information, observations and data concerning the
         business plans, financial data, referral sources, customers, suppliers,
         manufacturing procedures and techniques, trade secrets or acquisition
         strategies of the Company, Beacon Operating or any Subsidiaries, or any
         Confidential Information or (vi) Executive's failure (as determined by
         the President of Beacon Operating or the Company in his sole
         discretion) or refusal to perform duties and responsibilities which are
         commensurate with Executive's position with Beacon Operating or the
         Company.

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         "CLASS A SHARES" means shares of Class A Common Stock, $.01 par value
         per share, of the Company.

         "CLASS B SHARES" means shares of Class B Common Stock, $.01 par value
         per share, of the Company.

         "CONTROL" means the possession, directly or indirectly, of the power to
         direct or cause the direction of the management and policies of a
         Person, whether through ownership of voting securities, by contract or
         otherwise.

         "CREDIT AGREEMENT" means (i) that certain Credit Agreement dated August
         21, 1997 among Beacon Sales Acquisition, Inc., Beacon Holding
         Corporation and NationsCredit Commercial Corporation, as Agent
         ("NationsCredit"), and (ii) any replacement credit or loan agreement
         between the Company and/or Beacon Operating and any new or replacement
         lender.

         "DISABILITY" means Executive is unable, by reason of accident or
         illness (including mental illness), to perform his duties with Beacon
         Operating and its Subsidiaries for ninety (90) consecutive days and
         from which Executive is not expected to recover in the reasonably near
         future, all as determined upon examination by a physician acceptable to
         both Executive (or Executive's personal representative) and the Company
         and retained by the Company. Executive shall cooperate fully with such
         physician. If such physician determines that Executive is so disabled,
         the physician shall deliver to the Company a certificate certifying
         both that Executive is disabled and the date upon which the condition
         of disability commenced. The determination of the physician shall be
         conclusive and binding on both parties.

         "EXECUTIVE SECURITIES" means (i) all Executive Shares, (ii) all
         Subordinated Notes acquired by the Executive, (iii) all vested Options
         issued to Executive, and (iv) all securities of the Company issued or
         issuable with respect to the securities referred to in clauses (i),
         (ii), and (iii) above by way of a stock split, stock dividend or other
         recapitalization. Executive Securities shall continue to be Executive
         Securities in the hands of any holder other than Executive (other than
         the Company, its Subsidiaries or CHS and except for transferees in a
         Public Sale or a Sale of the Company), and, except as otherwise
         provided in this Agreement, each such other Holder shall succeed to all
         rights and obligations attributable to Executive as a Holder hereunder.

         "EXECUTIVE SHARES" means all Shares acquired by Executive pursuant to
         this Agreement or any other agreement, option plan or other arrangement
         with the Company or any Subsidiary, whether on or following the date of
         this Agreement, and all Shares of the Company issued or issuable with
         respect to such Shares by way of a stock split, stock dividend or other
         recapitalization.

         "EXEMPT TRANSACTION" means any transfer of Executive Securities
         pursuant to Section 3, 4, 6(d) or 8 of this Agreement.

         "FAIR MARKET VALUE" of any security of the Company means:

                           (i)      the average of the closing prices of the
                  sales of such security on all securities exchanges on which
                  such security may at the time be listed, or, if there have
                  been no sales on any such exchange on any particular day, the
                  average of the highest bid and lowest asked prices on all such
                  exchanges at the end of such particular day, or, if on any
                  particular day such security is not so listed, the average of
                  the representative bid and asked prices quoted in the NASDAQ
                  System as of 4:00 p.m., New York time, or, if on any
                  particular day such security is not quoted in the NASDAQ
                  System, the average of the

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                  highest bid and lowest asked prices on such particular day in
                  the domestic over-the-counter market as reported by the
                  National Quotation Bureau Incorporated, or any similar
                  successor organization, in each such case averaged over a
                  period of twenty-one (21) business days ending on the day as
                  of which the Fair Market Value is being determined; or

                           (ii)     with respect to any security which is not
                  listed on any securities exchange or quoted in the NASDAQ
                  System or the over-the-counter market for the entire
                  twenty-one (21) day averaging period specified above, the fair
                  value of such security as determined by a majority of the
                  members of the Board.

With respect to Options, "Fair Market Value" means the amount determined
pursuant to the preceding sentence less the exercise price for such Option. The
fair value of Executive Shares shall be determined by the Board (or by
representatives engaged by the Board) using the same methodology used by CHS to
establish the purchase price for the assets of Beacon Sales Company,
Incorporated purchased by Beacon Operating on the date hereof (i.e. a multiple
of earnings before interest, taxes, depreciation and amortization minus normal
capital expenditures, less debt and other appropriate items). In determining the
fair value of securities, the Board shall not apply a discount for minority
interest or lack of liquidity.

         "FAMILY GROUP" means the spouse and immediate descendants (whether
         natural or adopted) of Executive (collectively, "RELATIVES"), any
         custodian of a custodianship for and on behalf of one or more Relatives
         or Executive and any trustee of a trust solely for the benefit of one
         or more Relatives.

         "FULLY-DILUTED BASIS" shall mean the number of Shares which would be
         outstanding, as of the date of computation, if all convertible
         obligations, options and warrants and like rights and instruments, to
         acquire Shares had been converted or exercised.

         "HOLDER" means any holder of Executive Securities (including, without
         limitation, Executive and Executive's Permitted Transferees).

         "INDEPENDENT THIRD PARTY" means any Person who, immediately prior to
         the contemplated transaction, does not directly or indirectly
         beneficially own in excess of five percent (5%) of the Shares on a
         Fully-Diluted Basis, who is not an Affiliate of any five percent (5%)
         owner of such Shares and who is not the spouse or descendant (by birth
         or adoption) of any five percent (5%) owner.

         "INTELLECTUAL PROPERTY" means all discoveries, inventions,
         improvements, computer programs, formulas, ideas, devices, writings or
         other intellectual property (including any notes, records, reports,
         sketches, plans, memoranda and other tangible information relating to
         such Intellectual Property), whether or not subject to protection under
         the patent or copyright laws, which Executive shall conceive solely or
         jointly with others, in the course of, or within the scope of
         employment, or which relates directly to the business of the Company,
         Beacon Operating and its Subsidiaries or their actual or anticipated
         research and development, or which was conceived or created using the
         Company's Beacon Operating's and its Subsidiaries' materials or
         facilities, whether during or after working hours.

         "NEW ENGLAND REGION" means Connecticut, Delaware, Maine, Maryland,
         Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode
         Island and Vermont.

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         "1933 ACT" means the Securities Act of 1933, as amended from time to
         time, or any successor thereto.

         "1934 ACT" means the Securities Exchange Act of 1934, as amended from
         time to time, or any successor thereto.

         "OPEN MARKET TRANSACTION" means any Transfer of Executive Securities in
         the open market following a Public Sale.

         "OPTIONS" means (i) all warrants, options or other rights to subscribe
         for purchase or otherwise acquire Executive Shares and (ii) all or any
         securities convertible into or exchangeable for Executive Shares.

         "ORIGINAL COST" means $1,000 per Class A Share (such amount to be
         equitably adjusted, upward or downward, for stock splits, stock
         dividends and recapitalizations), provided that the Original Cost of
         Executive Shares purchased pursuant to the exercise of Options shall be
         the exercise price, if any, actually paid therefor, and if such Options
         have not been exercised, the Original Cost of such Options shall be the
         greater of $0.01 per Option or the cash price actually paid therefor.

         "OUTSTANDING INDEBTEDNESS" means, as of the date of determination, the
         outstanding principal balance of, and all accrued and unpaid interest
         under, the applicable Subordinated Note(s).

         "PERSON" means an individual, a partnership, a limited partnership, a
         corporation, a limited liability company or partnership, an
         association, a joint stock company, a trust, a joint venture, an
         unincorporated organization, or the United States of America or any
         other nation, any state or other political subdivision thereof, or any
         entity exercising executive, legislative, judicial, regulatory or
         administrative functions of government.

         "PUBLIC OFFERING" means a public offering of Shares (or the securities
         of any successor to the Company) or any shares of capital stock of a
         subsidiary pursuant to an effective registration statement under the
         1933 Act.

         "PUBLIC SALE" means any sale pursuant to a Public Offering or any sale
         to the public pursuant to Rule 144 (as defined below).

         "RESIGNATION" means voluntary termination by Executive of his
         employment with Beacon Operating and the Subsidiaries.

         "RETIREMENT" means the voluntary termination of Executive's employment
         with Beacon Operating and its Subsidiaries when Executive is at least
         65 years old, which termination is in accordance with Beacon
         Operating's and the Subsidiaries' established retirement policies.

         "SALE OF THE COMPANY" means the sale (in a single transaction or in a
         series of related transactions) of the Company to any Independent Third
         Party or group of Independent Third Parties pursuant to which such
         party or parties acquire (i) Shares (whether by merger, consolidation,
         sale or transfer of shares, reorganization, recapitalization or
         otherwise) possessing the voting power under normal circumstances to
         elect a majority of the members of the Board of Directors of the
         Company or (ii) all or substantially all of the assets of the Company
         and its Subsidiaries, determined on a consolidated basis.

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         "SHARES" means Class A Shares or Class B Shares (now or hereafter
         issued), and any shares issued in respect of such shares pursuant to a
         dividend, stock split reclassification or like action, or pursuant to
         an exchange (including a merger).

         "SUBORDINATED NOTES" means the 12% Junior Subordinated Promissory Notes
         issued from time to time by the Company or assumed by the Company from
         time to time.

         "SUBSIDIARY" means any Person of which the Company or Beacon Operating
         owns securities having a majority of the voting power in electing the
         board of directors directly or through one or more Subsidiaries (or, in
         the case of a partnership, limited liability company or other similar
         entity, securities conveying, directly or indirectly, a majority of the
         economic interests in such partnership or entity). In the case of the
         Company, the term Subsidiary or Subsidiaries shall include Beacon
         Operating.

         "TRANSFER" shall mean any transfer, sale, assignment, pledge,
         encumbrance or other disposition (irrespective of whether any of the
         foregoing are effected, with or without consideration, voluntarily or
         involuntarily, by operation of law or otherwise, or whether INTER VIVOS
         or upon death).

         (b)      OTHER DEFINITIONS. Other defined terms are contained in the
         body of this Agreement.

         2.       Purchase and Sale of Executive Shares and Subordinated Notes.

         (a)      CLOSING. Executive hereby purchases from the Company, and the
         Company hereby sells to Executive, (i) 45 Class A Shares at a price of
         $1,000 per Class A Share, (ii) a Subordinated Note in the original
         principal amount of $135,000 at face value (the aggregate purchase
         price of $180,000 for the Class A Shares and Subordinated Notes being
         referred to herein as the "ORIGINAL SUBSCRIPTION PRICE"). The Company
         hereby acknowledges payment by Executive of the Original Subscription
         Price by delivery of immediately available funds in the aggregate
         amount of the Original Subscription Price.

         (b)      EXECUTIVE REPRESENTATIONS AND WARRANTIES. In connection with
         the purchase and sale of Executive Securities pursuant to this
         Agreement, Executive represents and warrants to the Company, and agrees
         and acknowledges that:

                           (i)      The Executive Securities to be acquired by
                  Executive pursuant to this Agreement are and shall be acquired
                  for Executive's own account, for investment purposes only and
                  not with a present view to, or intention of, distribution or
                  resale thereof in violation of the 1933 Act or any state
                  securities laws and that, irrespective of any other provisions
                  of this Agreement, the Executive Securities shall be
                  Transferred only in compliance with all applicable federal and
                  state securities laws, including, without limitation, the 1933
                  Act.

                           (ii)     The Executive Securities are not registered
                  under the 1933 Act and must be held by Executive until such
                  Executive Securities are registered under the 1933 Act or an
                  exemption from such registration is available; the Company
                  shall have no obligation to take any actions that may be
                  necessary to make available any exemption from registration
                  under the 1933 Act; and the Company shall place "stop
                  transfer" restrictions on the party responsible for recording
                  Transfers of Executive Securities in violation of the
                  foregoing provisions of this clause (ii).

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                           (iii)    Executive is familiar with Rule 144 ("RULE
                  144") adopted by the Securities and Exchange Commission
                  ("SEC") which establishes guidelines governing, among other
                  things, the resale of "restricted securities" (securities,
                  such as Executive Securities, which are acquired from the
                  issuer of such securities in a transaction not involving any
                  Public Offering).

                           (iv)     Rule 144 is not presently available for
                  Transfers of the Executive Securities because, among other
                  things, the Company is not presently required to file the
                  reports required to be filed by Section 15(d) of the 1934 Act,
                  and does not have a class of securities registered pursuant to
                  Section 12 of that statute; and, even if the Company were
                  required to file reports under the 1934 Act, and had filed all
                  reports required to be filed, reliance on Rule 144 to Transfer
                  securities is subject to other restrictions and limitations,
                  as set forth in Rule 144.

                           (v)      In connection with any Transfer of Executive
                  Securities under Rule 144 or pursuant to any other exemption,
                  Executive may, at the option of the Company, be required to
                  deliver to the Company an opinion from counsel for Executive
                  (reasonably acceptable to the Company) and/or receive an
                  opinion from counsel for the Company, to the effect that all
                  applicable federal and state securities law requirements have
                  been met.

                           (vi)     Executive has been an executive employee of
                  Beacon Sales Company, Incorporated, a Massachusetts
                  corporation and is an executive employee of Beacon Operating.

                           (vii)    Executive is able to evaluate the risks and
                  merits of the investment in the Executive Securities and of
                  making an informed investment decision with respect thereto.

                           (viii)   Executive is able to bear the economic risk
                  of Executive's investment in the Executive Securities for an
                  indefinite period of time because the Executive Securities
                  have not been registered under the 1933 Act and, therefore,
                  cannot be sold unless subsequently registered under the 1933
                  Act or unless an exemption from such registration is
                  available.

                           (ix)     Executive has reviewed the financial and
                  other information with respect to the Company, Beacon
                  Operating and the Subsidiaries contained in the materials
                  attached hereto as Exhibit A, and all such other documents and
                  information made available to, or requested by, Executive, and
                  Executive has had the opportunity to ask questions and receive
                  answers concerning all such materials and the terms and
                  conditions of the offering of the Executive Securities.
                  Executive has had full access to such other information and
                  materials concerning the Company as Executive has requested.
                  The Company has answered all inquiries that Executive has made
                  to the Company relating to the Company and the sale of the
                  Executive Securities hereunder.

                           (x)      The execution, delivery and performance of
                  this Agreement by Executive does not and shall not conflict
                  with, violate or cause a breach of any agreement, contract or
                  instrument to which Executive is a party or any judgment,
                  order or decree to which Executive is subject.

                           (xi)     The Executive has not granted any proxy or
                  become party to any voting trust or other agreement which is
                  inconsistent with, conflicts with or violates any provision of
                  this Agreement.

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                           (xii)    Executive has the legal capacity to execute
                  and perform this Agreement. This Agreement has been duly
                  executed and delivered by Executive, and constitutes a valid
                  and legally binding obligation of Executive, enforceable
                  against him in accordance with its terms (except to the extent
                  that enforcement may be affected by laws relating to
                  bankruptcy, reorganization, insolvency and creditors' rights
                  and by the availability of injunctive relief, specific
                  performance and other equitable remedies). Executive's spouse
                  has the legal capacity to execute and deliver the Spousal
                  Consent attached to this Agreement (the "SPOUSAL CONSENT") and
                  to deliver the Spousal Consent and such consent has been
                  validly executed and delivered.

         (c)      COMPANY REPRESENTATIONS AND WARRANTIES. In connection with the
         purchase and sale of Executive Securities pursuant to this Agreement,
         the Company represents and warrants to Executive that:

                           (i)      The Company is duly organized, validly
                  existing and in good standing under the laws of the State of
                  Delaware. The Company has full power and authority to enter
                  into and perform its obligations under this Agreement. The
                  execution and delivery by the Company of this Agreement and
                  the performance by the Company of its obligations hereunder
                  have been duly authorized and approved by all requisite
                  action. This Agreement has been duly executed and delivered by
                  a duly authorized officer of the Company.

                           (ii)     The execution, delivery and performance of
                  this Agreement by the Company does not and shall not conflict
                  with, violate or cause a breach of any of the terms or
                  provisions of the Certificate of Incorporation of the Company
                  or its by-laws, or of any agreement, contract or instrument to
                  which the Company is a party, or any judgment, order or decree
                  to which the Company is subject.

                           (iii)    On the date of this Agreement and after
                  giving effect to the transactions contemplated by (1) this
                  Agreement, (2) other Executive Securities Agreements with
                  terms similar hereto (together with this Agreement, the
                  "EXECUTIVE SECURITIES AGREEMENTS"), (3) the Chief Executive
                  Securities Agreement dated of even date herewith among the
                  Company, CHS and Andrew R. Logie, (4) the Investor Securities
                  Agreement dated of even date herewith among the Company, CHS,
                  and certain investors and (5) certain other agreements with
                  NationsCredit Commercial Corporation (the "Agent"), (A) the
                  number of all Class A Shares issued and outstanding shall be
                  2,000, (B) the number of all Class B Shares issued and
                  outstanding shall be zero, (C) the face value of all
                  Subordinated Notes issued and outstanding shall be $6,000,000
                  and (D) the Company shall have issued to Agent, the Company's
                  senior lender, a warrant to purchase 162 shares of Class B
                  common stock of the Company (representing 7.5% of the
                  outstanding common stock of the Company). All Shares
                  heretofore issued and delivered by the Company to any Holder
                  have been, and all Shares to be issued by the Company to any
                  Holder pursuant to this Agreement, when issued and delivered,
                  shall be, duly authorized, validly issued, fully paid and
                  non-assessable. The Executive Securities issued pursuant to
                  this Agreement are subject to dilution by future issuances of
                  securities of the Company including by issuance of common
                  stock to lenders pursuant to warrants.

         (d)      ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. As an additional
         inducement to the Company to issue Executive Shares to Executive,
         Executive acknowledges and agrees that:

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                           (i)      Neither the issuance of Executive Shares to
                  Executive nor any provision contained herein shall entitle
                  Executive to remain in the employment of the Company or any of
                  its Subsidiaries or affect the right of the Company or any
                  such Subsidiary to terminate Executive's employment at any
                  time for any reason.

                           (ii)     The Company shall have no duty or obligation
                  to disclose to Executive, and Executive shall have no right to
                  be advised of, any material information regarding the Company
                  and its Subsidiaries at any time prior to, upon or in
                  connection with the repurchase of Executive Shares upon the
                  termination of Executive's employment with the Company and its
                  Subsidiaries or as otherwise provided under this Agreement.

                           (iii)    Shares issued by the Company pursuant to a
                  stock dividend, stock split, reclassification or like action,
                  or pursuant to the exercise of a right granted by the Company
                  to all holders of Shares to purchase Shares on a proportionate
                  basis, shall be Transferred only, and for all purposes be
                  treated, in the same manner as, and be subject to the same
                  options with respect to, the Shares which were split or
                  reclassified or with respect to which a stock dividend was
                  paid or rights to purchase Shares on a proportionate basis
                  were granted. In the event of a merger of the Company where
                  this Agreement does not terminate, partnership units,
                  membership units or shares of common stock (and/or securities
                  convertible into such units or shares) which are issued in
                  exchange for Shares shall thereafter be deemed to be Shares
                  subject to the terms of this Agreement.

                           (iv)     Any Person to whom Executive Securities are
                  to be Transferred (except pursuant to a Public Offering) shall
                  execute and deliver, as a condition to such Transfer, whatever
                  documents are deemed reasonably necessary by the Company, in
                  consultation with its counsel, to evidence such party's
                  joinder in, acceptance of, and agreement with, the obligations
                  with respect to the Executive Securities contained in this
                  Agreement.

                           (v)      Within thirty (30) days from the date
                  hereof, Executive shall make an election with the Internal
                  Revenue Service under Section 83(b) of the Internal Revenue
                  Code and the regulations promulgated thereunder in form and
                  substance reasonably satisfactory to the Company.

                           (vi)     Except with the prior written consent of
                  CHS, Executive shall not grant any proxy or become party to
                  any voting trust or other agreement with respect to the
                  Executive Securities or any interest therein.

                           (vii)    Pursuant to a management agreement of even
                  date herewith, Beacon Operating and its Subsidiaries will pay
                  to an Affiliate of CHS management fees in the amount of
                  $300,000 per annum (payable monthly) plus reasonable out of
                  pocket expenses.

         3.       Repurchase Option.

         (a)      GENERAL. Upon the termination of Executive's employment with
         Beacon Operating for any reason ("TERMINATION"), all Executive
         Securities issued to Executive, whether held by Executive or one or
         more of Executive's transferees (collectively, the "AVAILABLE
         SECURITIES"), shall be subject to repurchase by CHS and the Company
         pursuant to the terms and conditions set forth in this Section 3 (the
         "REPURCHASE OPTION").

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         (b)      COMPANY OPTION. The Board, acting in good faith, may elect (in
         its sole discretion) to cause the Company to purchase all or any
         portion of the Available Securities pursuant to the Repurchase Option
         by delivering written notice (the "REPURCHASE NOTICE") to CHS and
         Executive within thirty (30) days following Termination. The Repurchase
         Notice shall set forth the number and amount of Available Securities to
         be acquired from each Holder, the aggregate consideration to be paid
         for such securities and the time and place for the closing of such
         purchase.

         (c)      CHS OPTION. If for any reason the Company does not elect to
         purchase all of the Available Securities pursuant to the Repurchase
         Option, CHS may elect (in its sole discretion) to exercise the
         Repurchase Option for all (but not less than all) of the Available
         Securities which the Company has not elected to purchase (the
         "SECURITIES AVAILABLE FOR CHS"). Within sixty (60) days following
         Termination, CHS may elect to purchase all (but not less than all) of
         the Securities Available for CHS by giving written notice to Executive
         as to the number and amount of securities being purchased by CHS from
         each Holder (the "SUPPLEMENTAL REPURCHASE NOTICE").

         (d)      REPURCHASE PRICE. Upon exercise of the Repurchase Option, the
         purchase price for the Available Securities (the "REPURCHASE PRICE")
         shall be as follows:

                           (i)      if the Repurchase Option is triggered by
                  termination of Executive's employment by reason of Executive's
                  death, Executive's Disability or termination of Executive's
                  employment by Beacon Operating without Cause, the Repurchase
                  Price shall be the Fair Market Value of the Available
                  Securities as of the date of Termination;

                           (ii)     subject to SUBSECTION 3(d)(iii) below, if
                  the Repurchase Option is triggered by termination of
                  Executive's employment by Beacon Operating for Cause or
                  Resignation of the Executive (other than upon Retirement), the
                  Repurchase Price of the Available Securities shall be the
                  lesser of (A) the Original Cost (in the case of Executive
                  Shares and Options) and the Outstanding Indebtedness (in the
                  case of Subordinated Notes constituting Available Securities)
                  and (B) the Fair Market Value of the Available Securities; and

                           (iii)    in the event of Resignation of Executive
                  following the fourth anniversary of the date hereof (and
                  provided Executive has been continuously employed by Beacon
                  Operating and the Subsidiaries through such date of
                  Resignation) (such Resignation a "VESTED RESIGNATION"), the
                  Repurchase Price of the Available Securities shall be (i) the
                  Fair Market Value for the Vested Executive Securities (as
                  defined below) as of the date of Termination, and (ii) the
                  purchase price determined pursuant to subsection 3(d)(ii) for
                  all Available Securities which are not Vested Executive
                  Securities. As used herein, the term "Vested Executive
                  Securities" shall mean the percentage of Executive Securities
                  held by the Executive vested at the time of his Resignation,
                  determined as follows:

<Table>
<Caption>
                  If the Executive's Resignation                         the Percentage
                  Date is on or after the:         and before the:       of Vesting is:
                  ------------------------------   ---------------       --------------
                  <S>                              <C>                        <C>
                  Fourth Anniversary               Fifth Anniversary          33.3%
                  Fifth Anniversary                Sixth Anniversary          66.6%
                  Sixth Anniversary                any time thereafter         100%
</Table>

The purchase price for the Available Securities under this Section 3(d) shall be
computed as of the date of Termination, and shall be determined by the Board
within sixty (60) days after Termination and such determination shall be final
and binding, absent fraud and manifest error. In connection with the

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determination of the purchase price of Available Securities, the Board shall
prepare and present to Executive a reasonably detailed written statement
reflecting the calculation of the Repurchase Price including the methodology
used to calculate such Repurchase Price.

         (e)      CLOSING. If and only if the Company and CHS collectively have
         elected to purchase all (but not less than all) of the Available
         Securities, the purchase of Available Securities pursuant to this
         Section 3 shall be consummated at the Company's principal office at
         10:00 a.m., on the thirtieth (30th) day next following the final
         determination of the Repurchase Price as provided in Section 3(d) or on
         such earlier day as designated by CHS or the Company, as the case may
         be, in its sole discretion, upon not less than ten (10) days prior
         notice to Executive. If such date is a Saturday, Sunday or legal
         holiday, the closing shall occur at the same time and place on the next
         succeeding business day. Subject to Section 5 hereof, at the option of
         the Company and/or CHS, the Person exercising the Repurchase Option
         shall pay for the Available Securities to be purchased pursuant to the
         Repurchase Option by (i) delivery of a cashier's check or wire transfer
         of immediately available funds, (ii) delivery of a non-negotiable
         junior subordinated promissory note (the "REPURCHASE NOTE") in the form
         of Exhibit B attached hereto, the principal amount of which shall bear
         interest at the rate of eight percent (8%) per annum, with interest and
         a pro rata portion of principal payable quarterly over a three-year
         period following delivery of the Repurchase Note, and with such
         additional terms (including subordination provisions) as shall be
         required by the senior lenders to the Company and/or its Subsidiaries
         and/or (iii) by set off against any and all obligations due and owing
         the Company and/or its Subsidiaries from the Executive. Notwithstanding
         the terms described in the immediately preceding sentence, in the event
         of exercise of a Repurchase Option upon a Vested Resignation, the
         Repurchase Note issued in connection therewith (the "Resignation
         Repurchase Note") shall provide for payment of the entire principal
         amount thereof on the earlier of (i) the tenth (10th) anniversary of
         the date of issuance of the Note, or (ii) a Sale of the Company.
         Interest under the Resignation Repurchase Note shall be payable
         annually on each anniversary date thereof. The purchasers of Executive
         Securities to be purchased pursuant to the Repurchase Option hereunder
         shall be entitled to receive customary representations and warranties
         as to ownership, title, authority to sell and the like from the Holders
         regarding such sale and to receive such other evidence, including
         applicable inheritance and estate tax waivers, as may reasonably be
         necessary to effect the purchase of the Executive Securities to be
         purchased pursuant to the Repurchase Option. Notwithstanding anything
         to the contrary herein contained, if the Company and CHS collectively
         have elected to purchase less than all of the Available Securities,
         then the Company and CHS shall be deemed to have elected not to
         purchase any of the Available Securities pursuant to the Repurchase
         Option.

         (g)      FAILURE TO DELIVER SHARES. If Executive or any other Holder of
         Executive Securities whose Executive Securities are to be purchased
         pursuant to Section 3, 4 or 6 fails to deliver them on the scheduled
         closing date of such purchase, the Company or CHS (as the case may be)
         may elect to deposit the consideration representing the purchase price
         of the Executive Securities with the Company's attorney (or any other
         third party, including a bank or a financial institution), as escrowee.
         In the event of the foregoing election, the Executive Securities shall
         be deemed for all purposes (including the right to vote and receive
         payment for dividends) to have been Transferred to the purchasers
         thereof and the Company shall issue new certificates representing the
         Executive Securities to the Company, CHS or their respective designees,
         as the case may be, and the certificates or instruments registered in
         the name of the Person obligated to sell such Executive Securities
         shall be deemed to have been canceled and to represent solely a right
         to receive payment of the purchase price, without interest, from the
         escrow funds. If, prior to the third (3rd) anniversary of the scheduled
         closing date for the purchase pursuant to Sections 3, 4 or 6, the
         proceeds of sale have not been claimed by the Executive or other seller
         of the Executive Securities, the escrow deposit (and any interest
         earned thereon) shall be returned to the Person

                                      -10-
<Page>

         originally depositing the same, and the transferors whose Executive
         Securities were so purchased shall look solely to the purchasers
         thereof for payment of the purchase price. The escrowee shall not be
         liable for any action or inaction taken by it in good faith.

         (h)      TERMINATION OF REPURCHASE OPTION. The rights of the Company
         and/or CHS to purchase Executive Securities pursuant to Section 3 shall
         terminate upon the earliest to occur of (i) the consummation of a Sale
         of the Company (ii) the consummation of a Public Offering, and (iii)
         termination of Executive's employment upon Retirement.

         4.       PUT.

         (a)      GENERALLY. Upon the occurrence of a termination of Executive's
         employment with Beacon Operating as a result of Executive's death or
         Disability or as a result of termination by Beacon Operating of
         Executive's employment without Cause (other than a termination which
         otherwise does not constitute a breach of Executive's employment
         arrangements) (a "PUT EVENT"), Executive may require the Company to
         repurchase all (but not less than all) of the Executive Securities
         owned by the Executive as of the date of such termination, pursuant to
         the terms and conditions in this Section 4 (the "PUT").

         (b)      PUT NOTICE. Upon the occurrence of a Put Event, Executive (or
         his personal representative, if Executive is deceased or incompetent)
         may exercise the Put by delivering written notice (the "PUT NOTICE") to
         the Company within fifteen (15) days following the occurrence of the
         Put Event.

         (c)      PUT PRICE. Upon the exercise of the Put, the purchase price
         for the Executive Securities (the "PUT PRICE") shall be the Fair Market
         Value of such securities computed as of the date of the Put Event. The
         Board shall calculate the Put Price within thirty (30) days following
         delivery of a Put Notice (provided, however, that Fair Market Value
         shall be determined in accordance with the definition thereof in
         Section 1).

         (d)      MANNER OF PAYMENT. Subject to Section 5, the Put Price payable
         in connection with the exercise of a Put Option shall, at the option of
         the Company, be paid on the Put Closing Date (as defined herein) by (i)
         delivery of cashier's check or wire transfer of immediately available
         funds, (ii) by delivery of a Repurchase Note, and/or (iii) by set off
         against any and all obligations due and owing the Company or any of its
         Affiliates from the Executive. In the event of exercise of the Put in
         case of Executive's death or Disability, the Company will use its best
         efforts to pay to Executive (or his personal representative) at the
         Closing thereof, as payment of a portion or the full amount (as the
         case may be) of the Put Price, an amount equal to the lesser of the
         Original Cost and the original principal amount of the Available
         Securities or the Fair Market Value of the Available Securities.

         (e)      CLOSING. The closing of the purchase of Executive Securities
         pursuant to the Put (the "PUT CLOSING") shall take place on the date
         (the "PUT CLOSING DATE") designated by the Company in a written notice
         to Executive, which date shall be not more than thirty (30) days after
         final determination of the Put Price as provided in Section 4(c).

         (f)      TERMINATION OF RIGHT. The right of Executive to require the
         Company to repurchase Executive Securities pursuant to this paragraph 4
         will terminate upon the earlier of (i) consummation of a Sale of the
         Company and (ii) consummation of a Public Offering.

         5.       Manner of Payment and Restriction on the Company's Right to
Purchase.

                                      -11-
<Page>

         (a)      GENERAL RESTRICTION. Notwithstanding anything to the contrary
         contained in this Agreement, the Company shall not be obligated to
         purchase, pursuant to Section 4 or otherwise, such Executive Securities
         as the Company may then be prohibited by law or bona fide contract from
         purchasing, including, without limitation, the Delaware General
         Corporation Law (the "DELAWARE ACT") and covenants contained in the
         Credit Agreement and any other loan agreements or other bona fide
         agreements to which the Company or any Subsidiary is then a party. For
         the purposes of this Agreement, the Company shall not be obligated to
         purchase Executive Securities if any loan or other bona fide agreement
         to which any Subsidiary of the Company is a party or is bound would
         prohibit the Subsidiaries from paying to the Company dividends or
         distributions sufficient to permit the Company to pay the entire
         purchase price for such Executive Securities. To the extent such
         Executive Securities cannot be repurchased pursuant to applicable
         contracts or law, the option contained in Section 4 shall be of no
         force and effect and shall be null and void. Notwithstanding the
         immediately preceding sentence, in the event of a Termination of
         Executive's employment by Beacon Operating without Cause, upon written
         election of Executive, delivered to the Company within thirty (30) days
         following such Termination, the period for exercise of the Put Option
         shall be tolled and shall be exercisable only on the first date (the
         "Exercise Date") on which payments under, and incurrence of
         indebtedness (and issuance of a Repurchase Note) pursuant to, the Put
         Option are permitted under the terms of the Credit Agreement and such
         payments and indebtedness are sufficient to satisfy the Put Price in
         full. If the Put Option is exercised pursuant to the preceding
         sentence, the Put Price shall be paid pursuant to subsection 4(d), but
         subject to subsection 5(b). If tolled, the option in Section 4 shall be
         exercisable as if the Executive had been terminated without Cause on
         the Exercise Date and shall be exercisable in accordance with Section
         4.

         (b)      PAYMENT LIMITATION. Notwithstanding anything to the contrary
         contained in this Agreement or in any Repurchase Note delivered
         pursuant to the terms hereof, the Company's obligation to make a
         payment pursuant to a Repurchase Note delivered pursuant to Section
         3(e) or 4(d) of this Agreement shall be suspended to the extent and for
         so long as (x) the making of such payment, together with the making of
         all other payments to be made during such fiscal year on account of the
         Company's purchases of Executive Securities pursuant to this Agreement
         and securities purchased pursuant to any other agreements with
         shareholders of the Company, would result in a violation of the
         Delaware Act or a breach of any covenant contained in any loan or other
         bona fide agreement to which the Company or any of its Subsidiaries is
         a party, or (y) the Company's Subsidiaries are unable to pay to the
         Company dividends or other distributions sufficient to permit the
         Company to pay the entire purchase price for such Executive Securities
         in cash as a result of applicable law or any covenant contained in any
         bona fide agreement to which any of such Subsidiaries are a party. If
         any portion of the Company's obligation to Executive or any of
         Executive's transferees has been tolled for a period in excess of three
         (3) years from the original closing date, Executive (or such
         transferee), by written notice delivered to the Company, may elect to
         rescind the sale of that portion of the Executive Securities, the
         proceeds of sale of which are represented by unpaid notes made by the
         Company which are owed to Executive or such transferee. If payments are
         suspended pursuant to this Section 5(b), at such time as the Company is
         able to resume making payments without violation of the Delaware Act,
         applicable law or a covenant in any bona fide agreement to which the
         Company or any of its Subsidiaries is a party, the Company shall first
         make payments of arrearage owed to the former shareholders on a
         proportional (to the amount of arrearage) basis, and shall then make
         regularly scheduled payments.

         6.       RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES. This Section
6 shall apply to any proposed Transfer of Executive Securities. Notwithstanding
anything to the contrary contained herein, a Transfer of Executive Securities
shall not be valid or have any force or effect unless (i) such Transfer is

                                      -12-
<Page>

made in accordance with the provisions of this Agreement, (ii) such Transfer
would not result in a violation of any applicable federal or state securities
law, and (iii) the intended transferee of such Transfer is not engaged in a
Competitive Business, has not been engaged in a Competitive Business in the
immediately preceding two years, and is not developing a Competitive Business.

         (a)      TRANSFER OF EXECUTIVE SECURITIES. No Holder shall Transfer any
         interest in any Executive Securities except pursuant to an Exempt
         Transaction or pursuant to this Section 6. No Holder shall consummate
         any such Transfer (except pursuant to an Exempt Transaction or pursuant
         to Section 6(c)) until sixty-one (61) days following the latest of the
         delivery to the Company and CHS of the Offer Notice (as defined below),
         unless all rights provided in Section 6(b) have been exercised or
         waived, and the parties to the Transfer have been finally determined
         pursuant to such exercises or waivers prior to the expiration of such
         sixty-one (61) day period (the "ELECTION PERIOD"). Notwithstanding
         anything to the contrary herein contained, except pursuant to an Exempt
         Transaction, neither Executive nor any of his Permitted Transferees
         shall Transfer any interest in Executive Securities (i) unless
         Executive or such Permitted Transferee(s) has received a bona fide
         written offer to purchase such Executive Securities, (ii) until one
         hundred twenty (120) days following Executive's Termination and (iii)
         in any event without the prior written consent of a majority of the
         members of the Board (which approval may be withheld for any reason or
         no reason).

         (b)      FIRST REFUSAL RIGHT. If any Holder desires to Transfer any
         Executive Securities other than in an Exempt Transaction or a
         transaction pursuant to Section 6(c), such Holder (the "TRANSFERRING
         HOLDER") shall deliver a written notice (the "OFFER NOTICE") to the
         Company and CHS. The Offer Notice shall disclose in reasonable detail
         the identity of the proposed transferee(s) (including, without
         limitation, all parties holding controlling interests in such proposed
         transferee), the proposed number, amount and type of Executive
         Securities to be transferred and the proposed terms and conditions of
         the Transfer and any other material information reasonably requested by
         the Board or CHS and shall include a true and correct copy of the
         written offer to purchase Executive Securities received by him. The
         delivery by the Transferring Holder of the Offer Notice shall create
         the following two (2) options:

                           (i)      First, the Board, acting in good faith, may
                  elect (in its sole discretion) to cause the Company to
                  purchase all or any portion of the Executive Securities
                  specified in the Offer Notice at the price and on the terms
                  specified therein (provided, however, that any promissory note
                  given by the Company pursuant to the terms of this Section 6
                  shall be subordinated to indebtedness owed to financial
                  institutions on terms reasonably acceptable to such financial
                  institutions and that the Company shall be entitled set off
                  against the purchase price any and all obligations due and
                  owing the Company or any of its Affiliates from the Executive)
                  by delivering written notice of such election to the
                  Transferring Holder as soon as practical, but in any event
                  within thirty (30) days following the delivery of the Offer
                  Notice (the "COMPANY OFFER PERIOD").

                           (ii)     If the Company has not elected to purchase
                  all of the Executive Securities within the Company Offer
                  Period, then CHS may elect (in its sole discretion) to
                  purchase all (but not less than all) of the Executive
                  Securities not elected to be purchased by the Company at the
                  price and on the terms specified in the Offer Notice by
                  delivering written notice of such election to the Transferring
                  Holder as soon as practical, but in any event within sixty
                  (60) days following the delivery of the Offer Notice.

If the Company and/or CHS have elected to purchase all (but not less than all)
of the Executive Securities offered by the Transferring Holder, the Transfer of
such Executive Securities to the Company and/or

                                      -13-
<Page>

CHS, as the case may be, shall be consummated as soon as practical after the
delivery of the election notices, but in any event within thirty (30) days
following the expiration of the Election Period. The purchasers of Executive
Securities offered in the Offer Notice hereunder shall be entitled to receive
customary representations and warranties as to ownership, title, authority to
sell and the like from the Holder regarding such sale and to receive such other
evidence, including applicable inheritance and estate tax waivers, as may
reasonably be necessary to effect the purchase of the Executive Securities
offered in the Offer Notice. Notwithstanding anything to the contrary herein
contained, if the Company and CHS collectively have elected to purchase less
than all of the Executive Securities offered by the Transferring Holder, then
the Company and CHS shall be deemed to have elected not to purchase any of the
Executive Securities offered by the Transferring Holder pursuant to this Section
6.

         (c)      TRANSFER SUBSEQUENT TO EXPIRATION OF ELECTION PERIOD. If the
         Company and CHS have not collectively elected to purchase all Executive
         Securities being offered, such Transferring Holder may, within sixty
         (60) days following the expiration of the Election Period and subject
         to the provisions of this Section 6 other than Section 6(b), Transfer
         such Executive Securities referred to in the Offer Notice to the party
         or parties named therein at a price no less than the price specified in
         the Offer Notice and on other terms and conditions offered in the Offer
         Notice. Executive Securities Transferred pursuant to the previous
         sentence shall thereafter continue to be subject to all restrictions on
         Transfer and other provisions of this Agreement, including, without
         limitation, the provisions of this Section 6 with respect to further
         Transfers of the Executive Securities and a transferee, as a condition
         of any such Transfer, shall agree in writing to be bound by the
         provisions of this Agreement. Any Executive Securities not transferred
         within such sixty (60) day period shall be subject to the provisions of
         this Section 6 with respect to any subsequent Transfer.

         (d)      PERMITTED TRANSFERS. Anything contained in this Agreement to
         the contrary notwithstanding, Executive Securities may be Transferred
         without first complying with the provisions of Section 6 other than as
         provided in this paragraph (d): (i) by Executive or a Permitted
         Transferee to CHS (it being agreed and understood that CHS shall not be
         a Holder as a result of such Transfer of Securities), (ii) by Executive
         to any member of such Executive's Family Group, (iii) by a Permitted
         Transferee to Executive who Transferred such Executive Securities to
         such Permitted Transferee, (iv) to the personal representative of
         Executive or a Permitted Transferee who is deceased or adjudicated
         incompetent, (v) by the personal representative of Executive or a
         Permitted Transferee who is deceased or adjudicated incompetent to any
         member of such Executive's or Permitted Transferee's Family Group, (vi)
         upon termination of a trust or custodianship which is a Permitted
         Transferee of a Holder, by the trustee of such trust or custodian of
         such custodianship to the person or persons who, in accordance with the
         provisions of such trust or custodianship, are entitled to receive the
         Executive Securities held in trust or custody, or (vii) the pledge by
         Executive to the Company of the Executive Securities pursuant to a
         pledge agreement (collectively, the "PERMITTED TRANSFEREES"); provided
         that (A) the restrictions contained in this Section 6 shall continue to
         be applicable to the Executive Securities after any such Transfer, and
         (B) the Permitted Transferees of such Executive Securities shall have
         agreed in writing to be bound by all of the provisions of this
         Agreement affecting the Executive Securities so transferred.

         (e)      CONSIDERATION FOR TRANSFER. Notwithstanding anything to the
         contrary herein contained, except as may be required by Section 5
         hereof, where a Transfer is made for consideration, in no event shall
         any such Transfer by Executive of Executive Securities be made for any
         consideration other than (i) United States dollars payable in full upon
         consummation of such Transfer and/or (ii) a promissory note with all
         amounts owed thereunder payable in United States dollars.

                                      -14-
<Page>

         (f)      DURATION OF SECTION 6. Notwithstanding anything to the
         contrary contained in this Agreement, the provisions of this Section 6
         shall terminate upon the consummation of a Public Offering or Sale of
         the Company.

         7.       TRANSFER OF SHARES IN OPEN MARKET TRANSACTIONS. This Section 7
shall apply to any proposed Transfer of Shares by any Holder in an Open Market
Transaction during all such times as CHS owns in the aggregate greater than
thirty percent (30%) of the Shares. During each calendar quarter during which
sales of Shares are permitted to be made in accordance with agreements
("STANDSTILL AGREEMENTS") with the underwriters engaged in connection with a
Public Sale, and during each calendar quarter following the termination of the
Standstill Agreements, any such Holder that desires to Transfer Shares may sell
such number of Shares as equals his pro rata share of one percent (1.0%) of the
then outstanding Shares (or such lesser percentage or number as may be permitted
by the Standstill Agreements). Fifteen (15) business days prior to the beginning
of each calendar quarter during which sales of Shares are permitted under the
Standstill Agreements, and fifteen (15) days prior to each calendar quarter
after the termination of the Standstill Agreements, each such Holder that
desires to Transfer Shares shall deliver a written notice to the Company setting
forth the number of Shares that such Holder desires to sell (up to such Holder's
pro rata share of the aggregate quarterly maximum specified above) in Open
Market Transactions during the succeeding quarter. If such Holder that is
Transferring does not elect to sell his pro rata share, the Company may allocate
the right to sell such unused pro rata share to any stockholder of the Company.
Within three (3) business days following the beginning of each applicable
quarter, the Company shall deliver a written notice to such Holder that is
Transferring setting forth the amount of Shares permitted to be sold (as
determined in accordance with this Section 7) by such Holder during such
applicable calendar quarter in Open Market Transactions. The Company may, in its
discretion, from time to time increase the aggregate amount of Shares which may
be sold in any calendar quarter in Open Market Transactions. Any Shares sold in
an Open Market Transaction shall cease to be bound by the terms and provisions
of this Agreement.

         8.       Sale of the Company.

         (a)      If the holder(s) of a majority of the Shares then outstanding
         and (if necessary under applicable law) the Board approve a Sale of the
         Company (an "APPROVED SALE") (and if the Sale of the Company is to an
         entity that is Controlled by CHS, the consideration for such Sale of
         the Company is fair to the Company and the holders of Shares as
         determined pursuant to the same mechanism used to determine Fair Market
         Value under Section 1), each Holder shall consent to and raise no
         objections against the Approved Sale, and if the Approved Sale is
         structured as a sale of Shares, each Holder shall, if requested by the
         holder(s) of a majority of the Shares then outstanding, sell (or
         otherwise Transfer) that percentage of his Executive Securities, on
         terms and conditions approved by the Board (if necessary under
         applicable law) and the holder(s) of a majority of the Shares then
         outstanding, as shall equal the percentage of Shares and other
         securities owned by CHS that are to be included in such transaction.
         Each Holder shall take all actions reasonably necessary or reasonably
         desirable (as determined by the holder(s) of a majority of the Shares
         then outstanding) in connection with the consummation of the Approved
         Sale. Without limiting the foregoing, (i) if the Approved Sale is
         structured as a merger, consolidation, joint venture or similar
         transaction, each Holder shall vote in favor of such transaction and
         waive any dissenters' rights, appraisal rights or similar rights in
         connection with such merger or consolidation, and (ii) if the Approved
         Sale is structured as a sale or exchange of Shares, each Holder shall
         agree to sell or exchange all of the Shares and Options held by such
         Holder on the terms and conditions approved by the Board and the
         holders of a majority of the Shares then outstanding. The Company shall
         use best efforts to notify Executive in writing not less than thirty
         (30) days prior to the proposed consummation of an Approved Sale (or,
         Participation Sale as described in Section 8(b) below); PROVIDED that
         such Executive agrees that he or she will not,

                                      -15-
<Page>

         directly or indirectly (without the prior written consent of the
         Company), disclose to any other Person (other than to such Executive's
         legal counsel in confidence, as otherwise necessary to protect such
         Executive's rights under this Agreement or as otherwise required by
         law) any information related to such potential Sale of the Company.

         (b)      If CHS proposes to sell to a purchaser or related group of
         purchasers such number of Shares as equals or exceeds 50% of the then
         outstanding Shares determined on a Fully-Diluted Basis (whether in one
         transaction or a series of transactions) (a "PARTICIPATION SALE"),
         Executive may elect to participate in the contemplated transaction by
         delivering written notice to the Company and CHS within ten (10) days
         following the receipt by Executive of notice of such transaction.
         Executive shall be entitled to sell, at the same price and on the same
         terms as CHS, a number of Shares equal to the product of (1) the number
         of Shares owned by Executive on a Fully-Diluted Basis multiplied by (2)
         the quotient of (x) the number of Shares to be sold by CHS in such
         transaction divided by (y) the aggregate number of Shares held by CHS
         at such time, on a Fully-Diluted Basis. Notwithstanding anything to the
         contrary herein contained, this Section 8(b) shall not apply to (x) any
         sale to any officer, director, employee, agent, or lender to the
         Company, Beacon Operating or any of its Subsidiaries, or (y) any sale
         or other Transfer to any successor CHS approved fund or to any
         affiliate of CHS.

         (c)      If a Holder is required or elects to participate in an
         Approved Sale or a Participation Sale pursuant to Subsection (a) or (b)
         above: (i) upon the consummation of the Approved Sale or the
         Participation Sale, as the case may be, all of the Holders of Shares
         similarly situated shall receive the same form and amount of
         consideration per Share, or if any Holders are given an option as to
         the form and amount of consideration to be received, all such Holders
         shall be given the same option; (ii) upon the consummation of the
         Approved Sale or the Participation Sale, as the case may be, all of the
         holders of Subordinated Notes similarly situated shall receive the same
         form and amount of consideration in relation to the face amount of
         Subordinated Notes held by such holders, or if any such holders are
         given an option as to the form and amount of consideration to be
         received, all holders shall be given the same option; and (iii) all
         Holders of then currently exercisable Options shall be given an
         opportunity to either (A) exercise such rights prior to the
         consummation of the Approved Sale or the Participation Sale, as the
         case may be, and participate in such sale as Holders, or (B) upon the
         consummation of the Approved Sale or the Participation Sale, as the
         case may be, receive in exchange for such rights consideration equal to
         the amount determined by multiplying (1) the same amount of
         consideration per Share received by the Holders in connection with the
         Approved Sale or the Participation Sale, as the case may be, less the
         exercise price per share of such rights to acquire Shares, by (2) the
         number of Shares represented by such rights. Without limiting the
         foregoing, any Holder participating in a transaction pursuant to this
         Section 8 shall be required to make such representations, warranties
         and covenants, and grant such indemnification, as may be required by
         the purchaser of the Shares and which have been made by CHS or the
         holders of a majority of the outstanding Shares, as the case may be.

         (d)      If the Board or the holders of a majority of the outstanding
         Shares of the Company enter into any negotiation or transaction for
         which Rule 506 (or any similar rule then in effect) promulgated by the
         SEC under the 1933 Act may be available with respect to such
         negotiation or transaction (including a merger, consolidation or other
         reorganization), each Holder shall, acting together with other Holders,
         at the request of the Company, appoint a purchaser representative (as
         such term is defined in Rule 501 under the 1933 Act) reasonably
         acceptable to the Company. If Executive appoints a purchaser
         representative designated by the Company, the Company shall pay the
         fees of such purchaser representative, but if Executive declines to
         appoint the purchaser representative designated by the Company,
         Executive shall appoint another purchaser

                                      -16-
<Page>

         representative (reasonably acceptable to the Company), and Executive
         shall be responsible for the fees of the purchaser representative so
         appointed.

         (e)      Each Holder shall bear such Holder's pro-rata share (based
         upon the number of Shares sold on a Fully-Diluted Basis) of the costs
         of any sale of Executive Securities pursuant to an Approved Sale or a
         Participation Sale to the extent such costs are not otherwise paid by
         the Company or the acquiring party; provided, however, that all Holders
         are treated on an equal basis. Costs incurred by a Holder on such
         Holder's own behalf shall not be considered costs of the transaction
         hereunder.

         (f)      Notwithstanding anything to the contrary contained in this
         Agreement, the provisions of Section 8 shall terminate upon the
         consummation of a Sale of the Company or a Public Offering.

         9.       Limited Preemptive Rights.

         (a)      Except for the issuance of Shares or Options (A) in connection
         with the acquisition of another Person's's business by the Company or
         any of its Subsidiaries or Affiliates (whether by acquisition of stock
         or assets, or by merger, consolidation or other similar transaction),
         the acquisition of any stock or assets of any Person or the formation
         of a joint venture, (B) pursuant to a Public Offering, (C) to current
         or future officers, employees, directors, agents or consultants of the
         Company or its Subsidiaries, to Affiliates of the Company (or any of
         their respective officers, directors, employees or agents) or to
         holders of the existing securities of the Company, or (D) to the
         Company's or any Subsidiary's lenders in connection with the
         incurrence, renewal or maintenance of indebtedness (including funded
         indebtedness), if the Company authorizes the issuance and sale of any
         Shares (other than as a dividend on the outstanding Shares) or any
         Options (pursuant to the exercise of warrants or otherwise) the Company
         shall first offer to sell to Executive a portion of such Shares or
         Options equal to the percentage determined by dividing (1) the number
         of Shares held by Executive immediately prior to the proposed issuance
         of such securities, on a Fully-Diluted Basis, by (2) the aggregate
         number of Shares outstanding at such time, on a Fully-Diluted Basis.
         Executive, if he is exercising his pre-emptive rights pursuant to this
         Section 9, shall, as a condition to such exercise, also be required to
         purchase the same proportionate amount of any other securities that the
         purchasers of such Shares or Options purchase in connection with the
         issuance of the securities subject to the preemptive rights.
         Notwithstanding anything in this Section 9 to the contrary, if
         preemptive rights are exercised pursuant to this Section and pursuant
         to the preemptive rights granted under the Executive Securities
         Agreements and the Chief Executive Securities Agreements for an
         aggregate number of Shares or Options which is greater than 100% of the
         Shares or Options to be issued and sold by the Company, then the number
         of Shares that each executive, including without limitation the
         Executive, shall be entitled to purchase pursuant to such agreements
         shall be reduced, on a pro rata basis among all such executives
         exercising preemptive rights under such agreements, to the extent
         necessary such that the number of Shares and Options purchased pursuant
         to the preemptive rights exercised under such agreements equal the
         number of Shares and Options to be issued and sold by the Company.

         (b)      Executive shall exercise Executive's pre-emptive rights
         hereunder within fifteen (15) days following the receipt of written
         notice from the Company describing in reasonable detail the purchase
         price, the payment terms for the Shares or Options, the period in which
         the pre-emptive right hereunder is to be exercised, and Executive's
         percentage allotment. The Executive exercising the Executive's
         pre-emptive right shall execute all documentation, and take all
         actions, as may be reasonably requested by the Company in connection
         therewith.

                                      -17-
<Page>

         (c)      Upon the expiration of the offering period described above,
         the Company shall be entitled to sell such Shares or Options which
         Executive has not elected to purchase during the sixty (60) day period
         following such expiration, on terms and conditions no more favorable to
         the purchasers thereof than those offered to Executive. Any Shares or
         Options offered or sold by the Company following such one hundred
         eighty (180) day period shall be reoffered to Executive pursuant to the
         terms of this Section 9.

         (d)      The rights of the Executive under this Section 9 shall
         terminate upon the earlier of (i) consummation of a Sale of the
         Company, (ii) the consummation of a Public Offering, or (iii)
         termination of Executive's employment with the Company or any of its
         Subsidiaries.

         10.      Additional Restrictions on Transfer.

         (a)      LEGEND. All certificates evidencing Executive Shares which are
         subject to this Agreement shall bear the following legend:

         "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
         NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM
         REGISTRATION THEREUNDER. THE SHARES REPRESENTED HEREBY ARE
         ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN
         REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN
         AN EXECUTIVE SECURITIES AGREEMENT BETWEEN BEACON HOLDING
         CORPORATION ("THE COMPANY") AND THE ORIGINAL HOLDER HEREOF
         DATED AS OF AUGUST 21, 1997 AND THE COMPANY RESERVES THE
         RIGHT TO REFUSE THE TRANSFER OF THIS SECURITY UNTIL THE
         CONDITIONS THEREIN HAVE BEEN FULFILLED WITH RESPECT TO SUCH
         TRANSFER. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE
         HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
         WITHOUT CHARGE."

If Executive Shares remain restricted following a Public Offering and the above
legend thereby becomes inappropriate in whole or in part, a new, appropriate
legend shall be set forth on such certificates.

         (b)      OPINION OF COUNSEL. Executive may not Transfer any Executive
         Shares without first delivering to the Company, if reasonably requested
         by the Company, an opinion of counsel (reasonably acceptable in form
         and substance to the Company) that neither registration nor
         qualification under the 1933 Act and applicable state securities laws
         is required in connection with such Transfer.

         11.      NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by confirmed facsimile
(provided, however, that notices delivered by facsimile shall only be effective
if such notice is also delivered by hand, or mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
(charges prepaid), on or before two (2) business days after its delivery by
facsimile) or by reputable overnight courier service (charges prepaid) to the
recipient at the address indicated below:

                                      -18-
<Page>

                  TO THE COMPANY:

                  Beacon Holding Corporation
                  c/o Code, Hennessy & Simmons III, L.P.
                  10 South Wacker Drive
                  Suite 3175
                  Chicago, Illinois  60606
                  Attention: Brian Simmons and Peter M. Gotsch

                  WITH A COPY (WHICH SHALL NOT CONSTITUTE
                  NOTICE TO THE COMPANY) TO:

                  Altheimer & Gray
                  10 South Wacker Drive, Suite 4000
                  Chicago, Illinois  60606
                  Attention:  S. Michael Peck, Esq. and James R. Cruger, Esq.

                  TO EXECUTIVE:

                  David Grace
                  34 Holly Street
                  Gloucester, MA  01930

                  WITH A COPY (WHICH SHALL NOT CONSTITUTE
                  NOTICE TO THE EXECUTIVE) TO:

                  Sherburne, Powers & Needham, P.C.
                  One Beacon Street
                  Boston, MA  02108
                  Attention: William Machen, Esq. and Theodore Hanselman, Esq.

                  TO CHS:

                  Code, Hennessy & Simmons III, L.P.
                  10 South Wacker Drive
                  Suite 3175
                  Chicago, Illinois  60606
                  Attention: Brian Simmons and Peter M. Gotsch

                  WITH A COPY (WHICH SHALL NOT CONSTITUTE
                  NOTICE TO CHS) TO:

                  Altheimer & Gray
                  10 South Wacker Drive, Suite 4000
                  Chicago, Illinois  60606
                  Attention:  S. Michael Peck, Esq. and James R. Cruger, Esq.

and/or such other address and/or to the attention of such other person as the
recipient party shall have designated by notice given in accordance with this
Section 11. Any notice under this Agreement shall be deemed to have been given,
(a) if delivered in person or sent by confirmed facsimile or overnight courier,

                                      -19-
<Page>

one business (1) day following delivery to recipient, facsimile transmission or
delivery to the courier (as the case may be), or (b) if mailed, three (3)
business days following deposit in the U.S. mail.

         12.      RESTRICTIVE COVENANTS. In the event of termination of
Executive's employment with Beacon Operating ("Termination") as a result of
Resignation or termination for Cause, Executive shall not, for a period of six
(6) months from the date of termination, engage or participate (whether as
employee, shareholder, officer, director, partner, member, consultant, advisor,
principal or otherwise) in any Competitive Business (as defined herein). As used
herein, Competitive Business means any Person which engages in the wholesale
distribution of products similar to those sold by Beacon Operating at the time
of termination of such Executive's employment in the states in the New England
Region in which Beacon Operating or the Subsidiaries are then conducting
business. In addition, for a period of six months following Termination,
Executive shall not disclose or use any confidential, proprietary or trade
secret information of Beacon Operating ("Confidential Information"). Such
information includes information about Beacon Operating's products, including
specifications, materials, costs and designs; information concerning Beacon
Operating's management, financial condition, financial operation, purchasing
activities, sales activities, marketing activities and business plans;
information concerning Beacon Operating's actual or potential customers,
including their identities, the quantity of products purchased from Beacon
Operating and the prices paid; and all other types and categories of information
which are generally understood by employees in the roofing products industry to
be trade secret information. In addition, for a period of six months following
Termination, Executive shall not hire or offer to hire any of Beacon Operating's
officers, employees or agents or entice them to discontinue their relationship
with Beacon Operating, or divert or attempt to divert from Beacon Operating any
business by influencing or attempting to influence any customer or supplier of
Beacon Operating. Executive agrees that these obligations may be enforced by
equitable remedies, including injunction.

         13.      Amendment and Termination.

         (a)      This Agreement shall be terminated: (i) upon the mutual
         agreement of the Company (with the approval of the Board) CHS and
         holders of at least seventy percent of the Executive Securities or (ii)
         upon the consummation of a Sale of the Company (other than as a result
         of a sale in a Public Offering) provided, however, that the
         representations and warranties of the parties hereto contained in
         Section 2(b) and 2(c) of this Agreement shall survive termination of
         this Agreement, and the obligations of Executive set forth in Section
         12 of this Agreement, shall survive termination for the periods
         expressly set forth therein. The rights and obligations of the parties
         shall survive termination of the Agreement to the extent that any
         performance is required after such termination.

         (b)      This Agreement may be amended by the written consent of CHS
         and Executive; provided that in no event shall any such amendment
         materially and adversely affect the rights of any one Holder without
         the prior written consent of such Holder unless such amendment
         materially and adversely affects the rights of all Holders.

         14.      General Provisions.

         (a)      SEVERABILITY. Whenever possible, each provision of this
         Agreement shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Agreement is
         held to be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, and this Agreement shall be reformed, construed and
         enforced in such jurisdiction so as to best give effect to the intent
         of the parties under this Agreement.

                                      -20-
<Page>

         (b)      COMPLETE AGREEMENT. This Agreement and the Subordinated Note
         executed concurrently herewith, together embody the complete agreement
         and understanding among the parties and supersede and preempt any prior
         understandings, agreements or representations by or among the parties,
         written or oral, which may have related to the subject matter hereof in
         any way.

         (c)      COUNTERPARTS. This Agreement may be executed in separate
         counterparts, each of which is deemed to be an original and all of
         which taken together constitute one and the same agreement.

         (d)      SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
         this Agreement shall bind and inure to the benefit of and be
         enforceable by Executive, the Company, CHS and their respective legal
         representatives, heirs, successors and assigns (including subsequent
         holders of Executive Securities); provided that the rights and
         obligations of Executive under this Agreement shall not be assignable
         except in connection with a permitted transfer of Executive Securities
         hereunder.

         (e)      CHOICE OF LAW. This Agreement shall be governed and construed
         in accordance with the internal laws of the State of Illinois, without
         giving effect to any choice of law or conflict of law provision or rule
         (whether of the Commonwealth of Massachusetts or any other
         jurisdiction) that would cause the application of the laws of any
         jurisdiction other than the State of Illinois.

         (f)      CONSENT TO JURISDICTION. Executive irrevocably consents and
         submits to the exclusive jurisdiction of any local, state or federal
         court within the County of Cook in the State of Illinois for
         enforcement by the Company or CHS of this Agreement. The Company and
         CHS irrevocably consent and submit to the exclusive jurisdiction of any
         local, state or federal court within the County of Cook in the State of
         Illinois for enforcement by Executive of this Agreement. Executive, the
         Company and CHS irrevocably waive any objection they may have to venue
         in the defense of an inconvenient forum to the maintenance of such
         actions or proceedings to enforce this Agreement.

         (g)      REMEDIES. Each of the parties to this Agreement shall be
         entitled to enforce its rights under this Agreement specifically, to
         recover damages and costs caused by any breach of any provision of this
         Agreement and to exercise all other rights existing in such party's
         favor. In the event of a dispute hereunder, the prevailing party's
         reasonable attorney's fees and costs shall be reimbursed by the
         opposing party or parties in such dispute within fourteen days
         following a judgment by a court or tribunal of competent jurisdiction
         over such exercise or enforcement. The parties hereto agree and
         acknowledge that money damages may not be an adequate remedy for any
         breach of the provisions of this Agreement and that any party may in
         its sole discretion apply to any court of law or equity of competent
         jurisdiction (without posting any bond or deposit) for specific
         performance and/or other injunctive relief in order to enforce or
         prevent any violations of the provisions of this Agreement.

         (h)      WAIVER. The failure of any party to enforce any of the
         provisions of this Agreement shall in no way be construed as a waiver
         of such provisions and shall not affect the right of such party
         thereafter to enforce each and every provision of this Agreement in
         accordance with its terms.

         (i)      BUSINESS DAYS. If any time period for giving notice or taking
         action hereunder expires on a day which is a Saturday, Sunday or legal
         holiday in the state in which the Company's chief executive office is
         located, the time period shall be automatically extended to the
         business day immediately following such Saturday, Sunday or legal
         holiday.

                                      -21-
<Page>

         (j)      NO STRICT CONSTRUCTION. The parties hereto jointly
         participated in the negotiation and drafting of this Agreement. The
         language used in this Agreement shall be deemed to be the language
         chosen by the parties hereto to express their collective mutual intent,
         this Agreement shall be construed as if drafted jointly by the parties
         hereto, and no rule of strict construction shall be applied against any
         Person.

         (k)      GENDER. As used in this Agreement, the masculine, feminine or
         neuter gender shall be deemed to include the others whenever the
         context so indicates or requires.

         (l)      HEADINGS. The headings contained in this Agreement are for
         convenience of reference only and shall not affect the meaning or
         interpretation of this Agreement.

                                      * * *

                                      -22-
<Page>

         IN WITNESS WHEREOF, the parties hereto have executed this Executive
Securities Agreement on the date first written above.


                                   BEACON HOLDING CORPORATION


                                   By:  /s/ Marcus George
                                        -----------------------------
                                   Its: Vice President
                                        -----------------------------


                                   CODE, HENNESSY & SIMMONS III, L.P.


                                   By:  CHS Management III, L.P.,
                                        -----------------------------
                                        its general partner
                                        -----------------------------

                                   By:  CODE, HENNESSY & SIMMONS, INC.,
                                        -----------------------------
                                        its general partner
                                        -----------------------------

                                        By:  /s/ Peter M. Gotsch
                                        -----------------------------
                                        Its: Principal
                                        -----------------------------

                                   EXECUTIVE

                                        /s/ David Grace
                                        -----------------------------
                                        Name: David Grace
                                        -----------------------------

                                      -23-
<Page>

                                 SPOUSAL CONSENT

         I acknowledge that I have read the foregoing Executive Securities
Agreement and that I know its contents. I am aware that by its provisions, my
spouse agrees, among other things, to a right of first refusal, to the granting
of rights to purchase and to the imposition of certain restrictions on the
transfer of the shares of the Company, including my community interest therein
(if any), which rights and restrictions may survive my spouse's death. I hereby
consent to such rights and restrictions, approve of the provisions of the
Agreement, and agree that I will bequeath any interest which I may have in said
shares or any of them, including my community interest, if any, or permit any
such interest to be purchased, in a manner consistent with the provisions of
this Agreement. I direct that any residuary clause in my will shall not be
deemed to apply to my community interest (if any) in such shares except to the
extent consistent with the provisions of this Agreement.

         I further agree that in the event of a dissolution of the marriage
between myself and my spouse, in connection with which I secure or am awarded
Executive Securities of the Company, or any interest therein through property
settlement agreement or otherwise, I shall receive and hold said Executive
Securities subject to all the provisions and restrictions contained in the
foregoing Agreement, including any option of the Company or CHS to purchase such
shares or interest from me.

         I also acknowledge that I have been advised to obtain independent
counsel to represent my interests with respect to this Agreement but that I have
declined to do so and hereby expressly waive my right to such independent
counsel.

/s/ Jennifer L. Grace
--------------------------
Name:

                                      -24-