AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

 EXHIBIT 10.6

                               DFG HOLDINGS, INC.
                   AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
                   --------------------------------------------

          THIS AGREEMENT is made as of August 8, 1996, among WPG Corporate
     Development Associates IV, L.P., a Delaware limited partnership ("CDA
     IV Domestic"), WPG Corporate Development Associates IV (Overseas),
     L.P., a Cayman Islands exempt limited partnership ("CDA IV Overseas"),
     the persons identified on Schedule I hereof (the "Individual Fund
     Shareholders"), the GHB Charitable Trust #1 ("Trust"), Jeffrey Weiss
     ("Weiss"), Donald F. Gayhardt ("Gayhardt"), Pegasus Partners, L.P., a
     Delaware limited liability company ("Pegasus I"), PAG Dollar Investors
     LLC, a Delaware limited liability company, ("Pegasus II," and,
     together with Pegasus I, "Pegasus"), those Persons identified on
     Schedule II hereto (the "Warrant Holders"), General Electric Capital
     Corporation, a New York corporation ("GE Capital") and DFG Holdings,
     Inc., f/k/a Monetary Management Holdings, Inc., a Delaware corporation
     (the "Company").

                                 R E C I T A L S
                                 ----------------
          A.   The Company is the successor by merger to MMH Transit Co., a
     Delaware corporation ("Transit Co.").  Pursuant to a Shareholders
     Agreement, dated as of June 30, 1994 (the "Original Shareholders
     Agreement"), Transit Co. and its stockholders as of that time imposed
     certain restrictions on the transferability of Shares (as herein
     defined) and created certain options and obligations to purchase
     Shares.  Transit Co. then merged into Monetary Management Holdings,
     Inc., a Delaware Corporation ("MMH"), with MMH as the survivor in the
     merger.  By virtue of that merger, (i) the stockholders of Transit Co.
     became stockholders of MMH, and (ii) the Shareholders Agreement
     thereafter governed transfers of Shares of MMH.  MMH subsequently
     changed its name to "DFG Holdings, Inc."

          B.   Dollar Financial Group, Inc., a subsidiary of the Company,
     has agreed to acquire Any-Kind Check Cashing Centers, Inc. and U.S.
     Check Exchange Limited Partnership (collectively "Any-Kind") for a
     consideration consisting of both cash and Shares.

          C.   In order to provide, among other things, capital for the
     acquisition of Any-Kind, pursuant to a Stock Purchase Agreement, of
     even date herewith, the Company has agreed to issue

     to CDA IV Domestic, CDA IV Overseas, Trust, Pegasus I, Pegasus II and
     GE Capital, and such Persons have agreed to purchase, Shares.

          D.   The Company and the other parties to this Agreement desire
     to amend and restate the Original Shareholders Agreement to provide
     for certain restrictions on the disposition of the Shares and certain
     agreements with respect to, and in connection with, the Shares, all
     upon the terms, conditions and provisions set forth herein.

                               A G R E E M E N T S
                               --------------------
          NOW, THEREFORE, the Original Shareholders Agreement is amended
     and restated in its entirety to read as follows:

                                    ARTICLE I
                                    ----------
                Definitions and Provisions of General Application
                --------------------------------------------------

          1.1  Adoption of Recitals.  The parties hereto adopt the
               --------------------
     foregoing Recitals and agree and affirm that construction of this
     Agreement shall be guided thereby.

          1.2  Definitions.  For purposes hereof:
               -----------

               "Act" shall mean the Securities Act of 1933, as amended;
                ---

               "Affiliate" shall mean any entity which, at the time of the
                ---------
          applicable determination, an Investor controls, which controls an
          Investor, or which is under common control with an Investor, but
          does not include the Company or any of its subsidiaries. For the
          purposes of the preceding sentence and the definition of Company
          Affiliate, "control" means the power, direct or indirect, to
          direct or cause the direction of the management and policies of
          such entity through voting securities, contract or otherwise;

               "Any-Kind" shall have the meaning set forth in the Recitals;
                --------

               "Appraiser" shall have the meaning set forth in Section 
                ---------
          3.5(c);

               "Article II Closing" shall have the meaning set forth in 
                ------------------
          Section 2.6;

               "Article II Closing Date" shall have the meaning set forth 
                -----------------------
          in Section 2.6;

               "Article III Closing" shall have the meaning set forth in 
                -------------------
          Section 3.7;

               "Article III Closing Date" shall have the meaning set forth
                ------------------------
          in Section 3.7;

               "Board of Directors" shall mean the board of directors of 
                ------------------
          the Company;

               "Board Fair Market Value" shall have the meaning set forth 
                -----------------------
          in Section 3.5(c);

               "Cause" shall mean either of the following with respect to a
                -----
          Management Shareholder: (i) the Management Shareholder's wilful
          refusal, after written notice by the Company, to cure within a
          period of 30 days any continuing breach of an employment
          agreement between the Company or any of its subsidiaries, on the
          one hand, and the Management Shareholder, on the other hand; or
          (ii) a final nonappealable adjudication in a criminal or civil
          proceeding that the Management Shareholder has committed a fraud
          or felony relating to or adversely affecting his employment by
          the Company or any of its Subsidiaries;

               "CDA IV Domestic" shall have the meaning set forth in the 
                ---------------
          Preamble;

               "CDA IV Overseas" shall have the meaning set forth in the 
                ---------------
          Preamble;

               "CDA Funds" shall mean, collectively, CDA IV Domestic and 
                ---------
          CDA IV Overseas;

               "Commission" shall mean the Securities and Exchange 
                ----------
          Commission;

               "Company" shall have the meaning set forth in the Preamble;
                -------
               "Company Affiliate" shall mean any entity which, at the time
                -----------------

          of the applicable determination, the Company controls, which
          controls the Company or is under common control with the Company;

               "Co-Sale Notice" shall have the meaning set forth in Section
                --------------
          5.3(a);

               "Credit Agreement" shall mean that certain Amended and 
                ----------------
          Restated Credit Agreement of even date herewith by and among the
          Dollar Financial Group, Inc., Bank of America National Trust and
          Savings Association, as Admistrative Agent and the other
          financial institutions listed therein;

               "Cure" shall have the meaning set forth in Section 4.1;
                ----
               "Cure Period" shall have the meaning set forth in Section 
                -----------
          4.1(a);

               "Delayed Purchase Notice" shall have the meaning set forth 
                -----------------------
          in Section 4.1(e);

               "Demand" shall have the meaning set forth in Section 5.1(a);
                ------
               "Demand Registration" shall have the meaning set forth in 
                -------------------
          Section 5.1(a);

               "Desired Price" shall have the meaning set forth in Section
                -------------
          2.4;

               "Election Notice" shall have the meaning set forth in 
                ---------------
          Section 5.3(b);

               "Employment" with respect to a Management Shareholder shall
                ----------
          mean the employment of such Management Shareholder on a full-time
          basis with any of the Company or its Subsidiaries;

               "Employment Date" with respect to a Management Shareholder 
                ---------------
          shall mean the later of June 30, 1994 or the date of commencement
          of such Management Shareholder's employment with the Company or
          one of its Subsidiaries;

               "Exempt Transferee" of an Investor shall mean (i) any 
                -----------------
          Affiliate of such Investor, (ii) any partner, member or
          stockholder of such Investor or of a partner, member, or
          stockholder of such Investor, in each case to the extent that
          such Transfer is made in accordance with the ownership interests
          of such partner, member or stockholder in such Investor or in the
          partner, member or stockholder of such Investor, (iii) solely in
          the case of CDA Funds, any Individual Fund Shareholder, (as
          herein defined) or any

          other fund sponsored by Weiss, Peck & Greer, or (iv) any
          liquidating trust for the benefit of the partners, members or
          stockholders of such Investor or any such other fund;

               "Exchange Act" shall mean the Securities Exchange Act of 
                ------------
          1934, as amended;

               "Fair Market Value" shall have the meaning set forth in 
                -----------------
          Section 3.5(a);

               "Family" shall mean a spouse or descendant (lineal or 
                ------
          adopted) or ancestor of an Individual Shareholder, or a spouse of
          a descendant or ancestor of an Individual Shareholder, or a
          trustee of a trust or custodian of a custodianship primarily for
          the benefit of one or more of the foregoing and/or such
          Individual Shareholder;

               "Gayhardt" shall have the meaning set forth in the Preamble;
                --------
               "Group" shall have the meaning set forth in Section 
                ------
          5.1(a)(i);

               "Individual Shareholder" shall mean the Trust, a Management
                ----------------------
          Shareholder or an Individual Fund Shareholder;

               "Individual Fund Shareholder" shall mean any of the persons
                ---------------------------
          identified on Schedule I hereto;

               "Insurance Proceeds" shall have the meaning set forth in 
                ------------------
          Section 3.4(a);

               "Investor" shall mean either of the CDA Funds, Pegasus or GE
                --------
          Capital, or any other Person to whom Shares are hereafter issued
          or sold by the Company and who joins in and agrees to be bound by
          this Agreement as an Investor, or any of them;

               "Management Shareholders" or "Management Shareholder" shall
                -----------------------      ----------------------
          mean Weiss and Gayhardt (who are the only Management Shareholders
          as of the date hereof), or any person to whom Shares are
          hereafter issued or sold by the Company and who joins in and
          agrees to be bound by this Agreement as a Management Shareholder,
          or any of them;

               "Mandatory Repurchase Event" shall have the meaning set 
                --------------------------
          forth in Section 3.1(b);

               "MMH" shall have the meaning set forth in Recital A;
                ---
               "M/S Fair Market Value" shall have the meaning set forth in
                ---------------------
          Section 3.5(c);

               "Negotiation Period" shall have the meaning set forth in 
                ------------------
          Section 2.5(a);

               "Offer" shall have the meaning set forth in Section 2.5(a);
                -----
               "Offer Notice" shall have the meaning set forth in Section 
                ------------
          2.5(a);

               "Offeror" shall have the meaning set forth in Section 
                -------
          2.5(a);

               "Option" shall mean an option to purchase Shares which has 
                ------
          been granted to a Management Shareholder;

               "Pegasus" shall have the meaning set forth in the Preamble;
                -------
               "Pegasus I" shall have the meaning set forth in the 
                ---------
          Preamble;

               "Pegasus II" shall have the meaning set forth in the 
                ----------
          Preamble;

               "Permanent Disability" shall mean a disability due to 
                --------------------
          injuries or sickness pursuant to which a Management Shareholder
          is not able to perform the substantial and material duties of
          his/her occupation and is receiving care by a physician or
          psychologist which is appropriate for the condition causing the
          disability, and which continues for a continuous period of at
          least one hundred and eighty (180) days;

               "Permitted Transferee" shall, except as provided herein, 
                --------------------
          mean a person, other than an Individual Shareholder, to whom
          Shares are Transferred pursuant to and in compliance with the
          provisions of Section 2.2(a); it being understood that,
          regardless to whom a Transfer of Shares is made pursuant to
          Section 2.2(a), such Shares shall thereafter continue to be
          subject to the terms, provisions and conditions of this
          Agreement, unless otherwise decided by the Board of Directors of
          the Company;

               "Person" shall mean any individual, sole proprietorship, 
                ------
          partnership, joint venture, unincorporated organization,
          association, corporation, trust, institution, public benefit
          corporation, entity or government;

               "Prospectus" shall have the meaning set forth in Section 
                ----------
          5.3(b);

               "Purchase Money Note" shall have the meaning set forth in 
                -------------------
          Section 3.4;

               "Purchase Price" shall have the meaning set forth in Section
                --------------
          3.3;

               "Purchaser" shall mean each Person, other than the Company,
                ---------
          exercising a Repurchase Right pursuant to Section 3.2 or 4.1;

               "Registrable Securities" shall mean Shares and any 
                ----------------------
          Securities to which Shares shall be converted by reason of any
          recapitalization of the Company;

               "Registration" shall have the meaning set forth in Section 
                ------------
          5.3;

               "Registration Expenses" shall have the meaning set forth in
                ---------------------
          Section 5.6(a);

               "Registration Statement" shall have the meaning set forth in
                ----------------------
          Section 5.3(a);

               "Repurchase Right" shall mean a right to repurchase Shares 
                ----------------
          following the Termination of Employment (as hereinafter defined)
          of a Management Shareholder as set forth in Articles III and IV;

               "SEC" shall mean the Securities and Exchange Commission;
                ---
               "Securities" shall mean securities of the Company, 
                ----------
          including, without limitation, Shares;

               "Shareholder" shall mean each party to this Agreement 
                -----------
          (including, without limitation, a holder of Warrant Shares),
          other than the Company or a Transferee (as herein defined), or
          any of them;

               "Shares" shall mean the shares of common stock, without par
                ------
          value, of the Company, inclusive of Warrant Shares and Shares
          which are subject to or obtained pursuant to the exercise of
          Options granted to a Management Shareholder;

               "Subsidiaries" shall mean the subsidiaries of the Company 
                ------------
          from time to time;

               "Termination of Employment" with respect to a Management 
                -------------------------
          Shareholder shall mean the termination of employment of such
          Management Shareholder with the Company or any of its
          Subsidiaries such that thereafter such Management Shareholder is
          no longer employed by any of the Company or its Subsidiaries;

               "Termination Option Notice" shall have the meaning set forth
                -------------------------
          in Section 3.2(a);

               "Third Party Offer" shall have the meaning set forth in 
                -----------------
          Section 2.7;

               "Transfer" shall mean any transfer, sale, assignment, 
                --------
          pledge, encumbrance or other disposition of Shares, irrespective
          of whether any of the foregoing are effected voluntarily or
          involuntarily, by operation of law or otherwise, or whether inter
                                                                      -----
          vivos or upon death;
          -----
               "Transfer Notice" shall mean a notice of a proposed 
                ---------------
          Transfer;

               "Transferor" shall mean any Person who desires to Transfer 
                ----------
          Shares pursuant to Article II;

               "Transferee" shall mean any person to whom the Transferor 
                ----------
          Transfers Shares that are not purchased or to be purchased
          pursuant to the options exercised under Section 2.7;

               "Transit Co" shall have the meaning set forth in Recital A;
                ----------
               "Valuation Date" shall have the meaning set forth in Section
                --------------
          3.3;

               "Warrants" shall mean the warrants represented by those 
                --------
          certain Warrant Certificates dated as of August [8], 1996 by the
          Company in favor of the Warrant Holders;

               "Warrant Shares" shall mean shares of common stock issued 
                --------------
          upon exercise of the Warrants; and

               "Weiss" shall have the meaning set forth in the Preamble.
                -----
          1.3  Transferability of Certain Shares.  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 its shareholders 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 like action taken, 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
     pursuant to Section 7.5, shares and/or securities convertible into
     shares, which are issued in exchange for Shares shall thereafter be
     deemed to be Shares which are subject to the terms of this Agreement.

          1.4  Duration of Articles II, III, IV, V and VI.  Anything
               ------------------------------------------
     contained in this Agreement to the contrary notwithstanding
     (including, without limitation, Section 2.3 hereof), the provisions of
     Articles II, III, IV, V (except Sections 5.1 through 5.11) and VI of
     this Agreement shall be in effect only until such time as (x) Shares
     have been sold in public offerings registered with the SEC under the
     Act with gross proceeds (before underwriting discounts) of not less
     than $35,000,000, (y) such Shares are listed on a national securities
     exchange or with NASDAQ, and (z) the number of registered or
     beneficial holders of Shares exceeds 500.

          1.5  Transfers of Shares.  Each holder of Warrant Shares
               -------------------
     following the exercise of the Warrants, and any Person or entity to
     whom Shares or Warrants are to be Transferred (except pursuant to an
     effective registration statement filed by the Company with the SEC)
     shall execute and deliver, as a condition to such exercise or
     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 Shares or Warrants contained in, this Agreement, and
     thereupon shall become a party hereto.  Subject to Section 5.16, with
     respect to a Transfer, such documents shall contain, without
     limitation, customary representations and warranties made by
     prospective purchasers of

     shares of stock or warrants from an issuer in a privately negotiated
     transaction.

                                   ARTICLE II
                                   -----------
                          Voluntary Transfers of Shares
                          ------------------------------

          2.1  General Effect of Agreement.  Unless a Transfer of Shares
               ---------------------------
     subject to this Agreement is made in accordance with the provisions of
     this Agreement, it shall not be valid or have any force or effect.

          2.2  Certain Permitted Transfers of Shares and Options.  Anything
               -------------------------------------------------
     contained in this Agreement to the contrary notwithstanding
     (including, unless otherwise noted, the provisions of Section 2.3
     hereof), but subject to Section 1.5:

               (a)  Subject to Section 2.3(d) of this Agreement, Shares may
          be Transferred: (i) by an Individual Shareholder to any member of
          his Family; (ii) from a member of the Family of an Individual
          Shareholder to another member of the Family of that Individual
          Shareholder or to that Individual Shareholder; (iii) subject to
          the provisions of Section 3.1(a), to the personal representative
          of an Individual Shareholder or Permitted Transferee who is
          deceased or adjudicated incompetent; (iv) except as otherwise
          provided in Section 3.1, by the personal representative of an
          Individual Shareholder or Permitted Transferee who is deceased or
          adjudicated incompetent to any member of said Individual
          Shareholder's or Permitted Transferee's Family; or (v) upon
          termination of a trust or custodianship which is a Permitted
          Transferee, by the trustee of such trust or custodian of such
          custodianship to the person or persons who, in accordance with
          the provisions of said trust or custodianship, are entitled to
          receive the Shares held in trust or custody.  Any Shares
          Transferred pursuant to this subparagraph (a) shall be subject
          thereafter to the rights of the Company and the Shareholders
          under this Agreement;

               (b)  Subject to Section 2.3(d) of this Agreement, Shares may
          be Transferred by (i) any of the Investors to one or more Exempt
          Transferees of such Investor and (ii) from such Exempt Transferee
          to such Investor or to other Exempt Transferees of such Investor
          (and upon any such Transfer pursuant to this Section 2.2(b)
          (unless otherwise specifically set forth in this Agreement) the
          Exempt Transferees to whom such Shares are Transferred shall have

          the same rights and be subject to the same obligations as the
          transferor under this Agreement);

               (c)  Subject to Section 2.3(d) of this Agreement, Shares may
          be pledged to the Company by a Management Shareholder as security
          for an indebtedness of such Management Shareholder to the
          Company;

               (d)  Subject to Section 2.3(c), each of the CDA Funds (taken
          as a unit) and Pegasus may transfer up to 2,080 Shares in the
          aggregate, and GE Capital may transfer up to 1,456 Shares in the
          aggregate (such 2,080 and 1,456 Shares, as the case may be,
          subject to adjustment for stock dividends, stock splits,
          reclassifications, or like actions) to one or more Transferees
          who satisfy the requirements of Rule 501(a) of the SEC under the
          Act; provided, that (x) each Transferee shall make appropriate
          representations and permit appropriate legends necessary to
          satisfy any applicable requirements concerning exemption from
          registration under the Act and applicable state "blue-sky" laws,
          (y) Transferor delivers a legal opinion pursuant to the
          requirements of Section 2.3(d) hereof and (z) such Transferee
          agrees to comply with this Section 2.2(d) with respect to further
          Transfers of Shares; and

               (e)  Subject to Section 2.3(d), the Warrants or the Warrant
          Shares may be Transferred by the holder of the Warrant (or any
          portion thereof) or Warrant Shares to:  (i) any holder of a Note
          (as defined in the Credit Agreement) or (ii) to any Affiliate of
          any Lender (as such are terms defined in the Credit Agreement).

          2.3  Certain Prohibitions on Transfer.  Anything contained in
               --------------------------------
     this Agreement to the contrary notwithstanding:

               (a)  No Shares may be Transferred by an Individual
          Shareholder, other than pursuant to Section 2.2, Article III,
          Section 4.1, or Sections 5.1, 5.2, the Co-Sale right under 5.12,
          the co-sale right under 5.14(b) or 5.15, prior to June 30, 1999;

               (b)  No Shares may be pledged, hypothecated, assigned or
          delivered in any manner as security for the indebtedness or
          obligation of any person or entity, except that a Management
          Shareholder may pledge Shares to the Company as security for an
          indebtedness of such Management Shareholder to the Company;

               (c)  No Shares may be Transferred to a Transferee pursuant
          to Article II if either the CDA Funds, on the one hand, or
          Pegasus, on the other hand, notifies the Company and the
          Transferor in writing that in their opinion, the ownership of
          Shares by the Transferee would have an adverse impact on the
          Company and such opinion is not unreasonable.  An objection to a
          proposed Transferee shall be deemed to be reasonable if the
          proposed Transferee is a competitor of the Company;

               (d)  A Transferor may not Transfer Shares (except pursuant
          to an effective registration statement under the 1933 Act)
          without first delivering to the Company, if 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.

          2.4  Requirement of Service of a Transfer Notice.  No Shares may
               -------------------------------------------
     be Transferred, except as may be required by or permitted pursuant to
     the provisions of Section 2.2, Article III, Section 4.1, or Sections
     5.1, 5.2, 5.12, 5.14(b) or 5.15, unless the Transferor first serves a
     Transfer Notice upon the Company and each Shareholder, and the
     provisions of this Article II are complied with.  The Transfer Notice
     shall contain the number of Shares that the Transferor desires to
     Transfer.  A Transfer Notice may not be served with respect to a
     proposed Transfer which, if consummated, would be prohibited pursuant
     to Section 2.3.

          2.5  Offers Pursuant to Delivery of a Transfer Notice.  Following
               ------------------------------------------------
     the service of a Transfer Notice, the following shall occur:

               (a)  during the twenty (20) day period commencing on the
          date of service of the Transfer Notice, each Shareholder shall
          have the right to offer to purchase all, but not less than all,
          of the Shares described in the Transfer Notice by delivering a
          notice (the "Offer Notice") to the Transferor, setting forth such
          Shareholder's offer to purchase such Shares and the price at
          which such Shareholder offers to purchase such Shares.  Each such
          Shareholder submitting an Offer Notice is referred to herein as
          an "Offeror", and each offer contained in an Offer Notice is
          referred to herein as an "Offer".  Each Offer Notice shall
          provide that the Offer set forth therein is irrevocable for a
          period of twenty (20) days from the date of expiration of the
          twenty (20) day

          period described in the first sentence of this paragraph (a) (the
          "Negotiation Period");

               (b)  during the Negotiation Period, the Transferor shall
          have the right to negotiate with any or all the Offerors, each of
          whom shall have the right to increase (but not decrease) his
          Offer during the Negotiation Period;

               (c)  within ten (10) days after the expiration of the
          Negotiation Period, the Transferor may either (i) accept any
          Offer, by written notice delivered to an Offeror, or (ii) reject
          all Offers, by written notice delivered to all Offerors.  If the
          Transferor fails to deliver a written notice pursuant to the
          preceding sentence within said ten day period, the Transferor
          shall be deemed to have accepted the highest of such Offers.

               (d)  Any two or more of the Shareholders may submit a joint
          Offer.  If a joint Offer is submitted and is thereafter accepted
          by the Transferor as provided herein, the Offerors submitting the
          joint Offer shall purchase the Shares described in the Transfer
          Notice in such proportions as the Shareholders submitting the
          joint Offer shall agree.  If two or more Shareholders submit
          Offers at the same price for the Shares, the Transferor may (i)
          accept any one of the Offers, or (ii) accept any two or more of
          the Offers.  If the Transferor shall accept two or more Offers at
          the same price, each Offeror whose Offer has been accepted shall
          purchase a number of the Shares described in the Transfer Notice
          which bears the same ratio to the total number of Shares
          described in the Transfer Notice as the number of Shares owned by
          each such Offeror bears to the number of Shares owned by all such
          Offerors.  For the purposes of the preceding sentence, Shares
          owned by a Permitted Transferee of an Offeror shall be deemed to
          be owned by the last Offeror to own such Shares.

          2.6  Effect of Acceptance of Offer.  If one or more Offers is
               -----------------------------
     accepted by the Transferor as provided in Section 2.5, the Shares
     described in the Transfer Notice shall be sold to the Offeror who
     submitted such Offer(s) which the Transferor accepted, on the terms of
     the Offer.  Any purchase of Shares pursuant to the acceptance of an
     Offer shall be consummated ("Article II Closing") at the Company's
     principal office at 10:00 a.m., prevailing local time, on the date
     ("Article II Closing Date") which is the later of (x) 15 days after
     the date on which an Offer is accepted (or deemed accepted) by the
     Transferor or (y) the third business day following the earlier of the

     expiration or early termination of the waiting period under Hart-
     Scott-Rodino Antitrust Improvements Act of 1976, as amended or any
     successor law ("HSR Act"), if notification of the Transfer of shares
     would be required under the HSR Act.  If said date is a Saturday,
     Sunday or legal holiday, the Article II Closing shall take place at
     the same time and place on, and the Article II Closing Date shall be,
     the next succeeding business day.  At the Article II Closing, the
     Transferor shall deliver certificates representing the Shares being
     purchased, duly endorsed, and the Shareholder or Shareholders
     purchasing the Shares shall pay for the Shares purchased by wire-
     transfer of immediately available funds.

          2.7  Transfer if Offer not Accepted. If all Offers are rejected
               ------------------------------
     by the Transferor, or no Offers are made by any of the Shareholders,
     for a period extending until such date which is 120 days after date of
     expiration of the Negotiation Period, the Transferor may solicit
     written offers from any Person or Persons who are not Shareholders to
     purchase all, but not less than all, of the Shares at the price which
     is not less than 95% of the highest price offered in an Offer Notice,
     payable in cash.  Any offer submitted by any such Person within said
     120 day period is referred to herein as a "Third Party Offer" and any
     Person making a Third Party Offer is referred to herein as a
     "Transferee".  If the Transferor shall receive a Third Party Offer
     within such period, the Transferor shall forthwith deliver copies of
     the Third Party Offer to the Investors.  The Investors (other than any
     Transferor) shall each have ten (10) days from the date of delivery of
     the Third Party Offer to exercise their right to object to the party
     making the Third Party Offer, as provided in Section 2.3(c).  If no
     such objection is given within said ten (10) day period, subject to
     Section 5.12, the Transferor may accept the Third Party Offer.  If no
     Third Party Offer meeting the requirements of this Section 2.7 is
     received by the Transferor during said 120 day period, the Transferor
     may not thereafter Transfer Shares pursuant to this Article II (other
     than Section 2.2 thereof) without again complying with the provisions
     of Sections 2.4 through 2.7.

          2.8  Effect of Shares in Hands of the Transferee.  Shares which
               -------------------------------------------
     are Transferred to a Transferee pursuant to Section 2.7 shall
     thereafter continue to be subject to all restrictions on Transfer and
     all other agreements, provisions, terms and conditions which are
     contained in this Agreement, and, without limiting the generality of
     the foregoing, the Transferee must comply with the provisions of this
     Article II if he shall desire to Transfer any such Shares, as if the
     Transferee was a Shareholder.  However, such  Transferee shall not
     have any of the

     rights which are given to Shareholders or (without limiting the
     generality of the foregoing) the Investors pursuant to the provisions
     of this Agreement.

                                   ARTICLE III
                                   ------------
                    Certain Repurchase Obligations and Rights
                    ------------------------------------------
          3.1  Mandatory Repurchase of Shares in Certain Events.  Unless
               ------------------------------------------------
     otherwise agreed by the Company and a Management Shareholder:

               (a)  upon the occurrence of a Mandatory Repurchase Event (as
          defined below) with respect to a Management Shareholder, the
          Company shall purchase, and the Management Shareholder (or his
          personal representative, as the case may be) and each Permitted
          Transferee owning Shares which such Management Shareholder was
          the last Management Shareholder to own shall sell, all of the
          Shares owned by such Management Shareholder and all such Shares
          owned by such Permitted Transferee, all in the manner, for the
          price and on the terms and conditions contained in Sections 3.3,
          3.4, 3.5, 3.6, 3.7 and 3.8 of this Article III;

               (b)  a "Mandatory Repurchase Event" shall mean the
          occurrence of either of the following events:

                    (i)  the Termination of Employment of such Management
               Shareholder by reason of death or Permanent Disability; or

                    (ii) the death of such Management Shareholder following
               the Termination of Employment of such Management Shareholder
               in the case where the Management Shareholder and his
               Permitted Transferees did not sell all Shares owned by them
               respectively pursuant to the other provisions of this
               Section 3.1 or pursuant to Section 3.2 below.

          3.2  Repurchase Rights in Certain Events.  Upon the Termination
               -----------------------------------
     of Employment of a Management Shareholder in a manner which does not
     constitute a Mandatory Repurchase Event:

               (a)  the Company shall have a Repurchase Right (exercisable
          by service of written notice upon such Management Shareholder,
          each Permitted Transferee owning Shares and/or Options which such
          Management Shareholder was the last Management Shareholder to
          own, the other Management

          Shareholders and the Investors, within the 30-day period next
          following the date of such Termination of Employment) to purchase
          all or any portion of the Shares owned by such Management
          Shareholder and each Permitted Transferee owning Shares which
          such Management Shareholder was the last Management Shareholder
          to own, all in the manner, for the price and on the terms and
          conditions contained in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8
          of this Article III; and in the event that the Company does not
          exercise the foregoing Repurchase Right with respect to all of
          the Shares that may be purchased by reason of the operation of
          this Section 3.2, then the Company shall notify each of the other
          Management Shareholders, the CDA Funds, Pegasus and GE Capital of
          (i) such Management Shareholder's Termination of Employment as
          described in this Section 3.2 and (ii) the number of Shares owned
          by such Management Shareholder and all Permitted Transferees
          owning Shares which the Management Shareholder was the last
          Management Shareholder to own as to which the Company did not
          exercise its Repurchase Right (the "Termination Option Notice");

               (b)  following the delivery of the Termination Option
          Notice, each of the other Management Shareholders and each of the
          Investors (and/or any of their Exempt Transferees) shall have a
          Repurchase Right (exercisable by service of written notice upon
          such Management Shareholder, each Permitted Transferee owning
          Shares which such Management Shareholder was the last Management
          Shareholder to own, the other Management Shareholders, the
          Investors and the Company, within the 20-day period next
          following the date of delivery of the Termination Option Notice)
          to purchase all or any portion of the Shares which were not
          purchased by the Company pursuant to paragraph (a), all in the
          manner, for the price and on the terms and conditions contained
          in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 of this Article III.

               (c)  if the respective Repurchase Rights exercised by the
          Company and the Purchasers call for the purchase, in the
          aggregate, of more than the number of Shares subject to purchase,
          or if pursuant to the applicable provisions of Section 4.1, more
          than one Purchaser exercises a Repurchase Right, to purchase
          Shares, and if the Repurchase Rights which are so exercised by
          the Purchasers, or by the Purchasers and the Company, call for
          the purchase, in the aggregate, of more than the number of Shares
          which are subject to repurchase, then the Company shall purchase
          the number of Shares for which it has exercised a Repurchase

          Right, and the following shall apply with respect to the
          Purchasers:

                    (i)  the Purchasers may jointly purchase the Shares
               which are purchasable by them, and divide them among
               themselves in such proportions as they, in their sole
               discretion, deem advisable;

                    (ii)  if the Purchasers fail to so divide said Shares
               within 10 days next following the expiration of the last
               period in which Repurchase Rights may be exercised, the
               Company shall purchase all Shares as to which it has
               exercised a Repurchase Right, and each Purchaser shall
               purchase from the Shares remaining after such purchase, a
               number of Shares ("Proportionate Number") which bears the
               same ratio to the number of Shares to be purchased by all
               Purchasers as the number of Shares owned by such Purchaser
               (and its Exempt Transferees) bears to the aggregate number
               of Shares owned by all Purchasers (and their Exempt
               Transferees) exercising Repurchase Rights, unless one or
               more Purchasers serve notices purporting to exercise their
               Repurchase Rights as to fewer than such Purchaser's
               Proportionate Number of Shares;

                    (iii)  if one or more Purchasers serve notices
               purporting to exercise their respective Repurchase Rights as
               to fewer than such Purchaser's Proportionate Number of
               Shares, each such Purchaser shall purchase the number of
               Shares specified in his notice of exercise of Repurchase
               Rights and the other Purchasers shall purchase the remaining
               Shares in ratios established by a like calculation to the
               calculation set forth in subparagraph (ii) of this paragraph
               (c), but excluding from all calculations therein both the
               Shares owned, and the Shares purchased, by the Purchasers
               who have exercised Repurchase Rights to purchase fewer than
               their respective Proportionate Number of Shares; provided, 
                                                                --------
               however, that no Shareholder shall, by reason of the 
               -------
               foregoing, be required to purchase more than the number of
               Shares with respect to which it has exercised a Repurchase
               Right.

          For the purposes of this paragraph (c), Shares owned by a
          Permitted Transferee of a Management Shareholder shall be deemed
          to be owned by the last Management Shareholder to own those
          Shares.

          3.3  Purchase Price of Shares.  The purchase price ("Purchase
               ------------------------
     Price") of Shares to be purchased pursuant to Section 3.1 or 3.2 shall
     be the Fair Market Value per Share (as defined in Section 3.5), as of
     the last day of the month most recently ended prior to the date on
     which the applicable event giving rise to the purchase of Shares
     occurred (the "Valuation Date").

          3.4  Manner of Payment.  The Purchase Price shall be paid in the
               -----------------
     following manner:

               (a)  an amount equal to 33-1/3% of the Purchase Price shall
          be paid on the Article III Closing Date; provided, however, that
                                                   --------  -------
          if the Company or any Subsidiary shall have obtained insurance on
          the life of a Management Shareholder whose Shares  (or Shares
          owned by his Permitted Transferees) are to be purchased pursuant
          to Section 3.1 for the purpose of providing funds with which to
          purchase such Shares, and in the event the proceeds of such
          insurance ("Insurance Proceeds") exceed the portion of the
          Purchase Price which is payable on the Article III Closing Date
          in cash but for the operation of this proviso, and if the
          Insurance Proceeds have been collected on the Article III Closing
          Date, an amount equal to such Insurance Proceeds but not in
          excess of the Purchase Price for the Shares purchased by the
          Company shall be paid in cash toward the Purchase Price on the
          Article III Closing Date (it being understood that if the
          Insurance Proceeds are collected by the Company or any Subsidiary
          after the Article III Closing Date, the Company shall make a
          mandatory prepayment under the note(s) delivered by the Company
          pursuant to this Section 3.4 of the amount by which the Insurance
          Proceeds exceed the amount which was paid on the Article III
          Closing Date, forthwith following collection thereof, with all
          installments coming due under said note(s) to be reduced
          ratably); and

               (b)  the balance of the Purchase Price shall be paid in two
          equal annual installments on the first and second anniversaries,
          respectively, of the Article III Closing Date.  The principal
          amount of the balance of the Purchase Price remaining from time
          to time unpaid shall bear interest, payable on the same dates as
          each installment of principal, at a rate per annum equal to the
          lowest rate per annum which will not result in any portion of the
          purchase price of the Shares  being deemed to be unstated
          interest or original issue discount under the provisions of the
          Code.  If pursuant to the previous sentence the interest rate,
          but for the operation of this sentence, would be zero percent,
          the interest rate shall be determined as if the sales price

          was sufficiently high to require application of the unstated
          interest or original issue discount provisions of the Code.

     In the event a Management Shareholder is indebted to the Company under
     a Promissory Note evidencing a portion of the subscription price or
     option exercise price of his Shares (a "Purchase Money Note"), the
     aggregate principal balance, and all accrued interest, outstanding
     under said Purchase Money Note as of the Article III Closing Date
     shall be offset (x) against the Purchase Price payable by the Company
     and (y) ratably under the installment payments due and to become due
     with respect thereto, except that all payments shall be applied first
     to accrued interest owed under the Purchase Money Note and the
     remainder to the principal thereof.  The portion of the Purchase Price
     which is not paid on the Article III Closing Date shall be evidenced
     by a non-negotiable promissory installment note or notes made by the
     Company and/or other Purchaser of the Shares  pursuant to this Article
     III or Article IV hereof, such note or notes to be in a commercially
     reasonable form (including, without limitation, rights of acceleration
     thereunder), providing for payment of the unpaid balance of the
     Purchase Price and interest thereon, all as herein provided.  Each
     such promissory installment note shall provide that it may be prepaid
     at any time or from time to time, in whole or in part, without
     premium, penalty or notice.  If there is more than one seller of such
     Shares, a separate note shall be issued to each seller of such Shares. 
     Each note shall provide that a default under any other note made by
     the maker thereof to a Management Shareholder or his Permitted
     Transferees pursuant to this Article III shall be a default under all
     notes made by the maker thereof to such Management Shareholder or his
     Permitted Transferees pursuant to this Article III.  Any notes which
     are made by the Company, Management Shareholders or any of the
     Investors shall be secured by a pledge of the Shares so purchased and
     shall be with full recourse to the maker, provided, however, that
     where the maker is a direct or indirect Exempt Transferee or a
     Permitted Transferee of an Investor or a Management Shareholder (and
     where such Shares had not been Transferred to an Exempt Transferee or
     Permitted Transferee pursuant to a transaction where such Exempt
     Transferee received substantially all of the assets then held by such
     Investor), then, at the option of the Payee, the note shall be issued
     with full recourse to the last Investor or Management Shareholder who
     had owned such Shares.  In the event any of the Shares are purchased
     by any Purchasers, and in the event a Purchase Money Note shall be
     outstanding as of the Article III Closing Date, the Management
     Shareholder, on his own behalf and on behalf of his Permitted
     Transferees, may direct that out of the Purchase Price otherwise
     payable to such Management Shareholder and/or such

     Permitted Transferees from such Purchasers, to the extent the Company
     has not purchased Shares and offset the Purchase Money Note against
     the Purchase Price, funds shall be paid directly to the Company in
     payment of the accrued interest and the unpaid principal amount of
     Purchase Money Note that would have been offset as provided above if
     the Company had purchased all of the Shares being purchased by such
     Purchasers.

          3.5  Fair Market Value.  Fair Market Value shall be determined as
               -----------------
     follows:

               (a)  for the purposes of this Article III, unless otherwise
          provided by the terms of this Section 3.5, the "Fair Market
          Value" of each of the Shares shall be determined on the basis of
          the fair market value of the entire common equity of the Company
          as of the Valuation Date, less an appropriate discount for lack
          of liquidity and minority interest;

               (b)  during the 60 day period following the date on which a
          Mandatory Repurchase Event occurs or a Repurchase Right is
          exercised (as the case may be), the Management Shareholder with
          respect to whom such event occurred or such right was exercised
          (as the case may be), or his personal representative, on the one
          hand, and the Board of Directors (following consultations with
          the Purchasers, if Purchasers other than the Company are
          exercising a Repurchase Right), on the other hand, shall attempt,
          reasonably and in good faith, to agree upon the Fair Market
          Value;

               (c)  in the event that the Management Shareholder (or his
          personal representative, as the case may be) and the Board of
          Directors are unable to so agree, then within ten business days
          after the expiration of said 60 day period, the Board of
          Directors and such Management Shareholder (or his personal
          representative, as the case may be) shall mutually agree upon,
          and retain, a nationally recognized independent appraiser of
          closely held businesses (the "Appraiser").  The Management
          Shareholder (or his personal representative, as the case may be),
          on the one hand, and the Board of Directors, on the other hand,
          shall each submit to the Appraiser such parties' respective
          opinions as to the Fair Market Value, together with such
          supporting data as such party deems relevant.  The Appraiser
          shall then conduct its own evaluation of such opinions and such
          data, and shall conduct such independent procedures and
          investigation as the Appraiser shall deem necessary in order to
          form an opinion as to the Fair Market Value.  However, the
          Appraiser shall

          be limited to selecting, as the Fair Market Value, either (x) the
          opinion of the Management Shareholder (or his personal
          representative, as the case may be), or (y) the opinion of the
          Board of Directors.  The Appraiser shall give written notice of
          its determination to the Management Shareholder (or his personal
          representative, as the case may be) and the Company.  The Fair
          Market Value as determined by the Board of Directors pursuant to
          this Section 3.5 shall be the "Board Fair Market Value" and the
          Fair Market Value as determined by the Management Shareholder (or
          his personal representative) shall be the "M/S Fair Market
          Value".  If the Appraiser shall select the Board Fair Market
          Value, the fees and costs of the Appraiser shall be paid by the
          Management Shareholder (or his personal representative, as the
          case may be).  If the Appraiser shall select the M/S Fair Market
          Value, the fees and costs of the Appraiser shall be paid by the
          Company;

               (d)  notwithstanding the foregoing, in the event that within
          twelve (12) months next following the Article III Closing Date,
          (x) the Company shall issue or sell any equity securities (other
          than non-participating, non-voting preferred stock not
          convertible into common shares), or (y) an Investor shall sell
          any Shares, at a price having a present value at the time of the
          issuance or sale in excess of the Fair Market Value of each of
          the Shares of a Management Shareholder which was sold pursuant to
          this Article III (subject to adjustments for stock splits,
          reverse stock splits, reclassifications, stock dividends and like
          actions), then for the purposes of this Section 3.5 the Fair
          Market Value shall be deemed to be the price per Share at which
          such Shares were issued or sold (subject to adjustments for stock
          splits, reverse stock splits, reclassifications, stock dividends
          and like actions).  In such event, the Company and/or the
          Purchasers (as the case may be) shall make such adjustments to
          the Purchase Price as shall be required in order that the total
          amount payable to the Management Shareholder (or his personal
          representative) and his Permitted Transferees equals what the
          Purchase Price would have been if said deemed Fair Market Value
          had been known as of the Article III Closing Date.

          3.6  Priorities.  In the event a Repurchase Right with respect to
               ----------
     a Management Shareholder shall arise at any time after which such
     Management Shareholder shall have delivered a Transfer Notice but
     prior to the time any Offer or Third Party Offer shall have been
     accepted with respect to such Transfer Notice, or in the event both
     Repurchase Rights and obligations to purchase

     shall arise under Sections 3.1 and/or 3.2 of Article III, the
     following rules of priority shall be applied:

               (a)  as between the provisions of Article II and Sections
          3.1 and 3.2 of this Article III, Sections 3.1 and 3.2 shall have
          priority;

               (b)  as between Sections 3.1 and 3.2, Section 3.1 shall have
          priority.

          3.7  Article III Closing.  Subject to the remainder of this
               -------------------
     Section 3.7, any purchase of Shares pursuant to this Article III shall
     be consummated ("Article III Closing") at the Company's principal
     office at 10:00 a.m., prevailing business time, on the date ("Article
     III Closing Date") which is (x) the 90th day after the date of
     occurrence of the event giving rise to the Repurchase Right or
     obligation to purchase Shares pursuant to this Article III, unless an
     appraisal demand is exercised, or (ii) in the event an appraisal
     demand is exercised pursuant to Section 3.5, the 30th day after the
     date on which the Company receives the written report of the Appraiser
     pursuant to Section 3.5.  The Company may, in its sole discretion upon
     not less than three days prior notice to the respective Transferor(s),
     accelerate the Article III Closing to any other date which is after
     the date of occurrence of such event and, in the case where an
     appraisal has been conducted pursuant to Section 3.5, after the
     receipt by the Transferor and respective Transferee(s) of a written
     report of the Appraiser pursuant to Section 3.5, in which event such
     accelerated date, subject to the next following sentence, shall be the
     Article III Closing Date.  If said date is a Saturday, Sunday or legal
     holiday, the Article III Closing shall occur at the same time and
     place on, and the Article III Closing Date shall be, the next
     succeeding business day.  At the Article III Closing, each Person
     selling Shares shall deliver certificates representing the Shares
     being purchased, duly endorsed, and each shall furnish such other
     evidence, including applicable inheritance and estate tax waivers and
     releases, as may reasonably be necessary to effect the Transfers of
     Shares.  The Company and/or other Purchaser shall make the payments,
     deliver the notes, and effect the pledges, which are set forth in
     Section 3.4.

          3.8  Failure to Deliver Shares.  In the event the Company,
               -------------------------
     Management Shareholders or Investors exercise one or more options to
     purchase Shares pursuant to this Article III, or the Company becomes
     obligated to purchase Shares pursuant to this Article III, and in the
     event a Management Shareholder or Permitted Transferee whose Shares
     are to be purchased pursuant to this

     Article III fails to deliver them on the Article III Closing Date, the
     Company and/or such Shareholders purchasing Shares pursuant to this
     Article III may elect to deposit the cash and promissory note
     representing the Purchase Price with an escrow agent.  In the event
     the Company and/or such Shareholders do so, the Shares shall be deemed
     for all purposes (including the right to vote and receive payment of
     dividends) to have been transferred to the purchasers thereof, the
     Company shall issue new certificates representing the Shares to the
     purchasers thereof, and the certificates registered in the name of the
     Shareholders obligated to sell them shall be deemed to have been
     cancelled and to represent solely a right to receive payment of the
     Purchase Price, without interest, from the escrow. If the proceeds of
     sale have not been claimed by the Management Shareholder and each
     Permitted Transferee whose Shares were purchased pursuant to this
     Article III prior to the third anniversary of the Article III Closing
     Date, the escrow deposits, and all interest earned thereon, shall be
     returned to the respective depositors, and the Management Shareholder
     and each Permitted Transferee whose Shares were purchased shall look
     solely to the purchasers for payment of the purchase price.  The
     escrow agent shall not be liable for any action or inaction taken by
     him in good faith.

                                   ARTICLE IV
                                   -----------
                    Restrictions on the Company's Ability to
                           Purchase and Pay for Shares      
                    -----------------------------------------

          4.1  Restriction on the Company's Right to Purchase.
               ----------------------------------------------
      Notwithstanding anything to the contrary contained in this Agreement,
     the Company shall not have the right to exercise any Repurchase Right
     to purchase such number of Shares, and shall not be obligated to
     purchase such number of Shares, if such purchase would result in a
     violation of applicable law (including, without limitation, the
     applicable corporate law of the Company's state of incorporation) or
     of any contract to which the Company shall be a party (including,
     without limitation, a violation of any covenants which may be
     contained in any loan agreement or indenture in effect from time to
     time), subject to the following:

               (a)  the Company shall, during the six month period (the
          "Cure Period") following the date on which the Article III
          Closing would have occurred but for the provisions of this
          Section 4.1, use reasonable efforts and take such actions as may
          be necessary (including, without limitation, remedying any
          impairment of its capital or reconstituting its surplus) so that
          the Company may purchase the Shares

          without such purchase constituting a breach of contract or
          violation of law, as the case may be (which shall not entail or
          require the sale of additional securities).  Any such actions, if
          effective, are referred to herein as a "Cure".  Within ten days
          next following the end of the Cure Period, the Company shall
          notify the Management Shareholder and all Permitted Transferees
          whose Shares are subject to purchase under Article III, of
          whether a Cure has been effected;

               (b)  if the Company shall not have effected a Cure within
          the Cure Period that will enable it to purchase all Shares  which
          it could not purchase on the date on which the Article III
          Closing would have occurred but for the operation of this Section
          4.1, then, immediately after the expiration of the Cure Period,
          the Company shall give notice of that fact to each of the
          Management Shareholders and each of the Investors, and the
          Management Shareholders and each of the Investors shall have
          Repurchase Rights as to the remaining Shares to the same extent
          as if they arose pursuant to Sections 3.2(b) and 3.2(c) (except
          that the periods in which such rights may be exercised shall be
          measured from the date of notice of expiration of the Cure
          Period), for the price and on the terms and conditions with
          respect to which such Shares were purchasable by the Company;

               (c)  if the respective Repurchase Rights exercised by the
          Management Shareholders and the Investors pursuant to paragraph
          (b) call for the purchase in the aggregate of more than the
          number of Shares subject to purchase under the options described
          in paragraph (b), then the provisions of Section 3.2(c) shall
          apply;

               (d)  if the Repurchase Rights granted pursuant to paragraph
          (b) are not exercised, or the respective Repurchase Rights
          exercised by the Management Shareholders and the Investors
          pursuant to paragraph (b) call for the purchase in the aggregate
          of less than the number of Shares subject to purchase under
          paragraph (b), and if those Repurchase Rights arose by reason of
          the Company's inability, under paragraphs (a) and (b) of this
          Section 4.1, to fulfill its obligation to purchase Shares arising
          pursuant to Section 3.1, then from and after the date on which
          said Repurchase Rights are no longer exercisable, the Shares
          which the Company would have been obligated under Section 3.1 to
          purchase, but for this Section 4.1, shall thereafter no longer be
          subject to Section 3.1, but shall

          remain subject to all remaining provisions of this Agreement, and
          shall further be subject to paragraph (e);

               (e)  in the event Shares are not purchased pursuant to
          Section 3.1 by reason of the application of the foregoing
          provisions of this Section 4.1, and in the event the Company
          shall thereafter become able to purchase the Shares without
          violating applicable law or any agreement to which it is a party,
          it shall give written notice of that fact to the personal
          representative of the deceased Management Shareholder and his
          Permitted Transferees (the "Delayed Purchase Notice").  In the
          event the Company shall give a Delayed Purchase Notice, the
          Management Shareholder or the personal representative of the
          deceased Management Shareholder (or, if the Shares shall have
          been distributed to the heirs or devisees of the deceased
          Management Shareholder, such heirs or devisees) and such deceased
          Management Shareholder's Permitted Transferees, shall each have
          the option, exercisable not later than 90 days after the date of
          delivery of the Delayed Purchase Notice, to sell to the Company
          all (but not less than all) of the Shares owned by such
          Management Shareholder, personal representative, heir, devisee or
          Permitted Transferee (as the case may be), at the price and on
          the terms contained in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8
          of Article III; provided, however, that for the purposes of the 
                          --------  -------
          foregoing (x) the Valuation Date shall be the last day of the
          month next preceding the month in which the Delayed Purchase
          Notice is delivered; and (y) the Management Shareholder or the
          personal representative of the deceased Management Shareholder,
          as the case may be, shall act on his own behalf and on behalf of
          such heirs, devisees and Permitted Transferees for the purposes
          of Section 3.5.

     Each Shareholder purchasing Shares pursuant to the Repurchase Rights
     set forth in paragraph (d) shall be obligated to pay only that portion
     of the Purchase Price as is attributable to the Shares purchased by
     him.  In the event the Company, the Management Shareholders and/or the
     Investors purchase Shares pursuant to this Article IV, the time of
     closing of such purchase and the maturity dates of the installment
     payments following the Article III Closing Date shall all be extended
     in order to accommodate the additional periods of time contemplated by
     this Section 4.1 in connection with the effecting of a Cure and/or the
     exercise of the Repurchase Rights set forth in paragraph (b).

          4.2  Restriction on the Company's Obligation to Make Payments. 
               --------------------------------------------------------
     Notwithstanding any provision of this Agreement to the

     contrary, the Company's obligations contained herein to make any
     payment during a fiscal year on account of the Purchase Price of
     Shares which it has previously purchased, or with respect to which it
     is obligated to purchase or has a Repurchase Right pursuant to
     Sections 3.1 or 3.2, respectively, of this Agreement, shall be
     suspended to the extent 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 Shares pursuant to this
     Agreement, would result in a violation of applicable law (including,
     without limitation, the corporate law of the state of the Company's
     incorporation), or the terms of any contract (including, without
     limitation, any covenant contained in any loan agreement or indenture
     to which the Company is a party).  In the event applicable law or the
     terms of any contract would be so violated:

               (a)  subject to the right provided in paragraph (b), if the
          Article III Closing has occurred, the Company's obligation to
          make such payments shall be tolled until such time as such law or
          contract (as the case may be) would not be violated by the making
          of such payment, in which event interest shall continue to accrue
          under the notes which were delivered on the Article III Closing
          Date; and

               (b)  if any portion of the Company's obligation to a former
          Management Shareholder or former Permitted Transferee, as the
          case may be, has been tolled pursuant to paragraph (a) for a
          period in excess of one year from the date on which the
          obligation was originally payable, said former Management
          Shareholder or former Permitted Transferee, by written notice
          delivered to the Company, may elect to rescind the sale of all
          Shares the proceeds of sale of which are represented by unpaid
          notes made by the Company which are owed to that former
          Management Shareholder or former Permitted Transferee.  Upon any
          such rescission, the Shares which are reissued to that former
          Management Shareholder or former Permitted Transferee shall be
          subject to the provisions of this Agreement, as if they had never
          been repurchased by the Company, and, if reissued, the former
          Management Shareholder or former Permitted Transferee, shall
          again be a Management Shareholder or Permitted Transferee (as the
          case may be) for the purposes of this Agreement.

     In the event payments are suspended pursuant to this Section 4.2, at
     such time as the Company is able to resume making payments without
     violation of such law or covenant, the Company shall first make
     payment of arrearages on a proportional (to the amount

     of the arrearages, and to the oldest arrearages first) basis, and
     shall then make regularly scheduled payments.  In the event that the
     Company shall enter into a loan agreement pursuant to which loans
     outstanding on a Article III Closing Date are refinanced, the Company
     shall use its best efforts to obtain a restriction on payments in
     respect of purchases of its Shares which is no less restrictive to the
     Company than the restriction in effect on the Article III Closing
     Date.

                                    ARTICLE V
                                    ----------
                Demand, Piggyback, Co-Sale and Preemptive Rights
                -------------------------------------------------

          5.1  Demand Registration Rights.  Each of the three Groups (as
               --------------------------
     herein defined) shall have the following Demand Registration rights:

               (a)  at any time after 90 days after the first registration
          of shares of common stock of the Company under the Act (other
          than any registrations on Form S-8 or any form substituting
          therefor), any Group may make a written request of the Company (a
          "Demand") for registration with the Commission, under and in
          accordance with the provisions of the Act and this Section 5.1,
          of all or part of its Registrable Securities (a "Demand
          Registration"), subject to the following:

                    (i)  As used herein, each of (w) the CDA Funds, (x)
               Pegasus, and (y) GE Capital shall be considered a "Group". 
               The Investors shall be entitled to the following number of
               Demands:  (x) each Group shall each be entitled to two
               Demand Registrations (other than Demand Registrations on
               Form S-3 promulgated by the Commission or any successor
               form), and (y) at any time at which the Company is eligible
               to register Registrable Securities on Form S-3 or any
               successor form, each Group shall be entitled to an unlimited
               number of Demand Registrations on Form S-3;

                    (ii) if:

                         (A)  the Company has filed, or has taken
                    substantial steps toward filing, a registration
                    statement relating to any of the Company's securities,
                    and the managing underwriter of the offering to which
                    such registration relates or, if not an underwritten
                    offering, the Board of Directors, is of the opinion
                    that the filing of a

                    Registration Statement relating to a Demand
                    Registration would adversely affect the offering by the
                    Company of, or the market for, its securities; or

                         (B)  the Board of Directors determines in the
                    exercise of its reasonable judgment that the Company's
                    ability to pursue a contemplated merger, acquisition,
                    significant sale of assets or other significant
                    business transaction (authorization for the negotiation
                    of which has been obtained from the Board of Directors)
                    would be adversely affected by the filing of a
                    Registration Statement with respect to a Demand
                    Registration;

               the Company may defer such Demand Registration for a single
               period not to exceed 120 days; and

                    (iii)  if the Company shall elect to defer any Demand
               Registration pursuant to the terms of subparagraph (ii), no
               Demand shall be deemed to have been made for the purposes of
               this Section 5.1 unless and until the Demand Registration
               has become effective in accordance with paragraph (b) below;

          All Demands made pursuant to this paragraph (a) shall specify the
          aggregate number of Registrable Securities requested to be
          registered, the intended methods of disposition thereof (if
          known) and the anticipated price per Share (expressed as a
          minimum price before expenses and commissions) at which the
          Registrable Securities will be sold pursuant to the Demand
          Registration;

               (b)  a Demand shall not be counted as such for the purposes
          of paragraph (a) until the Registration Statement relating
          thereto shall have been (i) filed with the Commission, (ii)
          declared effective by the Commission and (iii) maintained
          continuously effective for a period of at least 120 days or such
          shorter period when all Registrable Securities included therein
          have been sold in accordance with such Demand Registration.  If a
          Demand Registration shall have occurred, a subsequent Demand
          shall not be made by any Group prior to 120 days after the
          expiration of the period described in the preceding sentence;

               (c)  immediately upon receipt of a Demand, the Company shall
          give written notice to all Shareholders and all holders of
          Warrants (so long as such Warrants are

          exercisable), stating that a member of a Group has made a Demand. 
          Each remaining Shareholder and all holders of Warrants (so long
          as such Warrants are exercisable) upon written notice to the
          Company delivered within 15 days next following the date on which
          the Demand is made, may elect to include all or any portion of
          its respective Registrable Securities in the Demand Registration. 
          If, however, in any Demand Registration the managing underwriter
          or underwriters thereof (or in the case of a Demand Registration
          not being underwritten, an independent underwriter, of nationally
          recognized standing, selected by the holders of a majority of the
          Registrable Securities being registered therein, whose fees and
          expenses shall be borne by the Company), shall advise the Company
          in writing that in its or their reasonable opinion the number of
          securities proposed to be sold in such Demand Registration
          exceeds the number that can be sold in such offering without
          having a material adverse effect on the success of the offering
          or the market for the Registrable Securities, the Company will
          include in such Demand Registration only the number of
          Registrable Securities which, in the reasonable opinion of such
          underwriter or underwriters, can be sold without having a
          material adverse effect on the success of the offering or the
          market for the Registrable Securities, in the following order of
          priority:

                    (i)  first, the Registrable Securities requested to be
               included in such Demand Registration by the holder of
               Registrable Securities who have made such requests in
               accordance with paragraphs (a) and (c) of this Section 5.1;
               provided, however, that if in the opinion of such 
               --------  -------
               underwriter(s), not all such Registrable Securities can be
               so included without having a material adverse effect on the
               success of the offering or the market for the Registrable
               Securities, the number of Registrable Securities which in
               the opinion of such underwriters can be included shall be
               allocated pro rata among the holders of such Registrable
               Securities on the basis of the respective numbers of
               Registrable Securities requested to be included by each of
               them;

                    (ii) second, Registrable Securities to be issued and
               sold by the Company requested to be included in such Demand
               Registration shall be included, but only to the extent that
               in the opinion of such underwriter(s) they may be included
               without having a material adverse

               effect on the success of the offering or the market for the
               Registrable Securities;

               (d)  if a Demand Registration is to be an underwritten
          offering, the Group which made the Demand shall select a managing
          underwriter or underwriters of recognized national standing to
          administer the offering, who shall be approved by the Board of
          Directors in accordance with Section 6.4(a).

          5.2  Piggyback Registration Rights.  The Shareholders and holders
               -----------------------------
     of Warrants (so long as such Warrants are exercisable) shall have the
     following Piggyback Registration rights:

               (a)  whenever during the period commencing on the date
          hereof and ending on the tenth anniversary of the date hereof the
          Company proposes to register any equity securities under the Act
          (other than any registrations on Form S-4 or S-8 or any form
          substituting therefor), the Company will give written notice to
          all holders of Registrable Securities and the Warrants (so long
          as such Warrants are exercisable), at least 30 days prior to the
          anticipated filing date, of its intention to effect such a
          registration, which notice will specify the proposed offering
          price (if known), the kind and number of securities proposed to
          be registered, the distribution arrangements and such other
          information that at the time would be appropriate to include in
          such notice.  Subject to paragraph (b) below, the Company shall
          include in such registration all Registrable Securities with
          respect to which written requests for inclusion therein have been
          delivered by holder of Registrable Securities to the Company
          within 15 business days after the date of delivery of the
          Company's notice (a "Piggyback Registration").  Except as may
          otherwise be provided in this Article V, Registrable Securities
          with respect to which such requests for registration have been
          received will be registered by the Company and offered for sale
          to the public in a Piggyback Registration pursuant to this
          Article V on the same terms and subject to the same conditions as
          are applicable to any similar securities of the Company included
          therein;

               (b)  If in any Piggyback Registration the managing
          underwriter or underwriters thereof (or in the case of a
          Piggyback Registration not being underwritten, an independent
          underwriter, of nationally recognized standing, selected by the
          Board of Directors in accordance with Section 6.4(a), whose fees
          and expenses shall be borne by the Company), shall advise the
          Company in writing that in

          its or their reasonable opinion the number of Registrable
          Securities proposed to be sold in such Piggyback Registration
          exceeds the number that can be sold in such offering without
          having a material adverse effect on the success of the offering
          of securities to be sold by the Company in such Piggyback
          Registration, the Company will include in such Piggyback
          Registration (in addition to the equity securities the Company
          proposes to sell) only the number of Registrable Securities owned
          by the holder of Registrable Securities requesting such Piggyback
          Registration, if any, which, in the opinion of such underwriter
          or underwriters can be sold without having such a material
          adverse effect.  If some, but not all, of such Registrable
          Securities can be so included, the number of Registrable
          Securities which in the opinion of such underwriter or
          underwriters can be included shall be (x) first the following
          number of Registerable Securities shall be allocated to Trust:
          the least of (A) the Registrable Securities requested to be
          included in such Demand Registration by Trust (B) 1,250 Shares
          less Shares of Trust previously registered and sold pursuant to 
          ----
          Sections 5.1 through 5.11 herein (in both cases, as such number
          of Shares would be adjusted for stock dividends, stock splits,
          reclassifications, or like actions) and (C) the number of
          Registrable Securities which in the opinion of such underwriters
          can be included in such Piggyback Registration, and (y) then, the
          remaining number of Registerable Securities which may be so
          included shall be allocated pro rata among the holders of
          Registrable Securities requesting such Piggyback Registration on
          the basis of the respective numbers of Registrable Securities
          requested to be included by each of them (less, in the case of
          Trust, any shares to be allocated to Trust pursuant to clause (x)
          above);

               (c)  if any Piggyback Registration is an underwritten
          offering, the Board of Directors, in accordance with Section
          6.4(a), will select a managing underwriter or underwriters of
          nationally recognized standing to administer the offering; and

               (d)  notwithstanding anything to the contrary contained in
          this Section 5.2, the Company shall not be obligated to include
          any Registrable Securities in any registration statement filed by
          the Company if counsel to the Company who is reasonably
          satisfactory to the holders of Registrable Securities who have
          made a request pursuant to paragraph (a) of this Section 5.2
          shall render an opinion to such holder of Registrable Securities
          to the effect that (i)

          registration is not required for the proposed transfer of such
          Registrable Securities or (ii) a post-effective amendment to an
          existing registration statement filed simultaneously with the
          proposed transfer would be sufficient for such proposed transfer,
          and the Company in fact files such a post-effective amendment.

          5.3  Registration Procedures.  With respect to any Demand
               -----------------------
     Registration or Piggyback Registration (generically, a
     "Registration"), the Company will, subject to subparagraph 5.1(a)(iii)
     and Section 5.5, as expeditiously as practicable:

               (a)  prepare and file with the Commission as soon as
          practicable a registration statement or registration statements
          (the "Registration Statement") relating to the applicable
          Registration on any appropriate form under the Act which shall be
          available for use in connection with the sale of the Registrable
          Securities in accordance with the intended method or methods of
          distribution thereof, and if required the Company shall undergo
          and pay a special audit to effect such Registration.  The Company
          will use its best efforts to cause such Registration Statement to
          become effective (including, without limitation, by means of a
          shelf registration pursuant to Rule 415 under the Act if so
          requested by a representative of the Group making a Demand).  The
          Company shall not be deemed to have breached such "best efforts"
          undertaking if it shall take any action which is required under
          applicable law, or shall take any action in good faith and for
          valid business reasons, including without limitation the
          acquisition or divestiture of assets;

               (b)  prepare and file with the Commission such amendments
          and post-effective amendments to the Registration Statement as
          may be necessary to keep each Registration Statement effective
          for a period of not more than 120 days after the date of its
          effectiveness, or such shorter period as will terminate when all
          Registrable Securities covered by such Registration Statement
          have been sold; cause each prospectus required in connection
          therewith (a "Prospectus") to be supplemented by any required
          Prospectus supplement, and as so supplemented to be filed
          pursuant to Rule 424 under the Act; and comply with the
          provisions of the Act with respect to the disposition of all
          securities covered by such Registration Statement during the
          applicable period, in accordance with the intended method or
          methods of distribution by the sellers thereof as set forth in
          the Registration Statement or supplement to the Prospectus;

               (c)  promptly notify the selling holders of Registrable
          Securities and the managing underwriters, if any (and, if
          requested by any such Person, confirm such advice in writing),
          of:

                    (i)  the date on which the Prospectus or any Prospectus
               supplement or post-effective amendment to the Registration
               Statement has been filed, and, with respect to the
               Registration Statement or any post-effective amendment, the
               date on which the same has become effective;

                    (ii) any written request by the Commission for
               amendments or supplements to the Registration Statement or
               the Prospectus or for additional information;

                    (iii) the issuance by the Commission of any stop order
               suspending the effectiveness of the Registration Statement
               or the initiation of any proceedings for that purpose;

                    (iv) the receipt by the Company of any written request
               by any state securities authority for additional information
               or written notification with respect to the suspension of
               the qualification of the Registrable Securities for sale in
               any jurisdiction or the initiation or threatening of any
               proceeding for such purpose; and

                    (v)  the happening of any event which makes any
               material statement made in the Registration Statement, the
               Prospectus or any document incorporated therein by reference
               untrue in any material respect or which requires the making
               of any changes in the Registration Statement, the Prospectus
               or any document incorporated therein by reference in order
               to make the statements therein not misleading in the light
               of the circumstances under which they were made;

               (d)  make every reasonable effort (taking into account the
          interest of all selling holders of Registrable Securities, the
          Company, and its officers and directors) to obtain the withdrawal
          of any order suspending the effectiveness of the Registration
          Statement at the earliest possible moment;

               (e)  if requested by the managing underwriter or
          underwriters or a holder of Registrable Securities being

          sold in connection with an underwritten offering, promptly
          incorporate in a Prospectus supplement or post-effective
          amendment to the Registration Statement such information as the
          managing underwriters and the holders of a majority of the
          Registrable Securities being sold agree should reasonably be
          included therein relating to the plan of distribution with
          respect to such Registrable Securities, including, without
          limitation, in the case of an underwritten offering, information
          with respect to (i) the number of Registrable Securities being
          sold to such underwriters in a firm commitment underwriting and
          the purchase price being paid therefor by such underwriters, and
          (ii) any other terms of the underwriting; and make all required
          filings of such Prospectus supplement or post-effective amendment
          as soon as practicable upon being notified of the matters to be
          incorporated in such Prospectus supplement or post-effective
          amendment;

               (f)  furnish to each selling holder of Registrable
          Securities and each managing underwriter (if any), without
          charge, at least one signed copy of the Registration Statement
          and any amendment thereto, including financial statements and
          schedules, all documents incorporated therein by reference and,
          to the extent reasonable, all exhibits (including those
          incorporated by reference);

               (g)  deliver to each selling holder of Registrable
          Securities and the underwriters, if any, without charge, as many
          copies of the Prospectus (including each preliminary prospectus)
          and any amendment or supplement thereto as such selling holder of
          Registrable Securities and underwriters may reasonably request;
          the Company consents to the use, in accordance with the Act, of
          each Prospectus or any amendment or supplement thereto by each of
          the selling holders of Registrable Securities and the
          underwriters, if any, in connection with the offering and sale of
          the Registrable Securities covered by such Prospectus or any
          amendment or supplement thereto;

               (h)  in connection with any Registration of Registrable
          Securities, use its best efforts to register or qualify or
          cooperate with the selling holders of Registrable Securities, the
          underwriters, if any, and their respective counsel in connection
          with the registration or qualification of such Registrable
          Securities for offer and sale under the securities or "blue sky"
          laws of such jurisdictions as the holders of not less than 25% of
          the Registrable Securities covered by the Registration Statement
          or the managing

          underwriter reasonably requests in writing and do any and all
          other acts or things reasonably necessary or advisable to enable
          the disposition in such jurisdictions of the Registrable
          Securities covered by the Registration Statement; provided that
          the Company will not be required to qualify generally to do
          business in any jurisdiction where it is not then so qualified or
          to take any action that would subject it to taxation in any such
          jurisdiction or to submit to the general service of process in
          any such jurisdiction;

               (i)  cooperate with the selling holders of Registrable
          Securities and the managing underwriters, if any, to facilitate
          the timely preparation and delivery of certificates representing
          the Registrable Securities to be sold free from any restrictive
          legends; and cause such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any
          sale of Registrable Securities to the underwriters;

               (j)  use reasonable efforts to cause the Registrable
          Securities covered by the applicable Registration Statement to be
          registered with or approved by such governmental agencies or
          authorities as may be necessary to enable the seller or sellers
          thereof or the underwriters, if any, to consummate the
          disposition of such Registrable Securities in the jurisdictions
          contemplated by paragraph (h) of this Section 5.3;

               (k)  upon the occurrence of any event contemplated by
          subparagraph (ii), (iv) or (v) of paragraph (c) of this Section
          5.3, prepare any required supplement or post-effective amendment
          to the Registration Statement or the related Prospectus or any
          document incorporated therein by reference or file any other
          required document so that, as thereafter delivered to the
          purchasers of the Registrable Securities, the Prospectus will not
          contain an untrue statement of a material fact or omit to state
          any material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances
          under which they were made, not misleading;

               (l)  not later than the effective date of the applicable
          Registration Statement, provide a CUSIP number for all
          Registrable Securities;

               (m)  enter into such agreements (including an underwriting
          agreement) and take all such other actions in

          connection therewith which are reasonably required in order to
          expedite or facilitate the disposition of such Registrable
          Securities, and, in such connection, whether or not an
          underwriting agreement is entered into and whether or not the
          Registration is an underwritten Registration:

                    (i)  make such representations and warranties to the
               holders of such Registrable Securities and the underwriters,
               if any, and agree to such indemnification and contribution
               provisions and procedures in such form, substance and scope
               as are reasonably required and customarily made by issuers
               to underwriters in primary underwritten offerings;

                    (ii) obtain opinions of counsel to the Company and
               updates thereof (which counsel and opinions (in form, scope
               and substance) shall be reasonably satisfactory to the
               managing underwriters, if any, and the holders of a majority
               of the Registrable Securities being sold) addressed to each
               selling holder and the underwriters, if any, covering the
               matters reasonably required and customarily covered in
               opinions requested in underwritten offerings and such other
               matters as may be reasonably requested by such underwriters
               and holders;

                    (iii)  obtain "cold comfort" letters and updates
               thereof from the Company's independent certified public
               accountants addressed to the selling holders of Registrable
               Securities and the underwriters, if any, such letters to be
               in customary form and covering matters of the type
               customarily covered in "cold comfort" letters received by
               underwriters in connection with primary underwritten
               offerings;

                    (iv) deliver such documents and certificates as may
               reasonably be requested by the holders of a majority of the
               Registrable Securities being sold and the managing
               underwriters, if any, to evidence compliance with
               subparagraph (m) (i) above and with any customary conditions
               contained in the underwriting agreement or other agreement
               entered into by the Company.  The above shall be done at
               each closing under such underwriting or similar agreement as
               and to the extent required thereunder;

               (n)  make available for inspection by a representative of
          the holders of a majority of the Registrable Securities as to
          which any Registration is being effected, any

          underwriter participating in any disposition pursuant to such
          Registration, and any attorney or accountant retained by the
          sellers or underwriter, at reasonable times and upon reasonable
          prior notice, all financial and other records, pertinent
          corporate documents and properties of the Company, and cause the
          Company's officers, directors and employees to supply all
          information reasonably requested by any such representative,
          underwriter, attorney or accountant in connection with such
          Registration Statement; provided, however, that any records,
          information or documents that are designated by the Company in
          writing as confidential shall be kept confidential by such
          Persons unless disclosure of such records, information or
          documents is required by court or administrative order of any
          regulatory body having jurisdiction;

               (o)  otherwise use its best efforts to comply with all
          applicable rules and regulations of the Commission, and make
          generally available to its security holders (which may be
          accomplished through compliance with Rule 158 under the Act),
          earning statements satisfying the provisions of Section 11(a) of
          the Act, for the twelve month period:

                    (i)  commencing at the end of any fiscal quarter in
               which Registrable Securities are sold to underwriters in a
               firm commitment or best efforts underwritten offering; or

                    (ii) if not sold to underwriters in such an offering,
               commencing with the first month of the Company's first
               fiscal quarter after the quarter in which the Registration
               Statement became effective.

          Said earning statements shall be furnished within 45 days after
          the expiration of such 12-month period unless such 12-month
          period constitutes a fiscal year, in which latter event said
          statements shall be furnished within 90 days after the expiration
          of such 12-month period;

               (p)  cause (i) all the Registrable Securities covered by
          such registration to be listed on the principal securities
          exchange on which similar securities issued by the Company are
          then listed (if any), if the listing of such Registrable
          Securities is then permitted under the rules of such exchange,
          (ii) if no similar securities are then so listed or if the
          listing of such Registrable Securities is then not permitted
          under the rules of such exchange, to either cause all such
          Registerable Securities to be listed

          on the New York Stock Exchange ("NYSE"), if the listing of such
          Registrable Securities  is then permitted under the rules of the
          NYSE, or (iii) if the listing of such Registrable Securities is
          not permitted under the rules of the NYSE, secure designation of
          each such Registrable Security as a National Association of
          Securities Dealers, Inc. ("NASD") Automated Quotation System
          ("NASDAQ") "national market system security" within the meaning
          of Rule 11Aa 2-1 under the Exchange Act or, failing that, secure
          NASDAQ authorization for such shares and, without limiting the
          generality of the foregoing, take all actions that may be
          required by the Company as issuer of such Registerable Securities
          in order to facilitate the managing underwriter's arranging for
          the registration of at least two market makers as such with
          respect to such shares with the NASD;

               (q)  provide and cause to be maintained a transfer agent and
          registrar for all Registerable Securities covered by each
          Registration Statement not later than the effective date thereof;
          and

               (r)  prior to the filing of the Registration Statement, any
          Prospectus or any other document that is to be incorporated by
          reference into the Registration Statement or the Prospectus after
          initial filing of the Registration Statement, provide copies of
          each such document to counsel to the selling holders of
          Registrable Securities and to the managing underwriters, if any;
          make the Company's representatives available, at reasonable times
          and upon reasonable prior notice, for discussion of such
          document; and make such changes in such document prior to the
          filing thereof as counsel for such selling holders or
          underwriters may reasonably request.

     The Company may require each seller of Registrable Securities as to
     which any Registration is being effected to furnish to the Company in
     writing or orally as the Company may request, such information
     regarding such seller and the proposed distribution of such securities
     as the Company may from time to time reasonably request in writing. 
     Each holder of Registrable Securities agrees that upon receipt of
     notice from the Company of the happening of any event of the kind
     described in subparagraph (c)(ii), (iii) (iv) or (v) of this Section
     5.3, such holder of Registrable Securities will forthwith discontinue
     disposition of Registrable Securities (but in the case of subparagraph
     (c)(iv) of this Section 5.3, only in the applicable jurisdiction or
     jurisdictions, as the case may be) pursuant to the Registration
     Statement until such holder of Registrable Securities has

     received copies of the supplemented or amended Prospectus as
     contemplated by paragraph (k) of this Section 5.3, or until it has
     been advised in writing (the "Advice") by the Company that the use of
     the Prospectus may be resumed, and has received copies of any
     additional or supplemental filings that are incorporated by reference
     in the Prospectus.  If so directed by the Company, such holder of
     Registrable Securities will deliver to the Company (at the Company's
     expense) all copies, other than permanent file copies then in such
     holder of Registrable Securities's possession), of the Prospectus
     covering such Registrable Securities which is current at the time of
     receipt of such notice.  In the event the Company shall give any
     notice of the happening of any event of the kind described in
     subparagraph (c)(ii), (iii) or (v) of this Section 5.3, the 120-day
     period referred to in paragraph (b) of this Section 5.3 shall be
     extended by the number of days during the period from the date of the
     giving of such notice to the date when each seller of Registrable
     Securities covered by such Registration Statement shall have received
     either the copies of the supplemented or amended Prospectus
     contemplated by paragraph (k) of this Section 5.3 or the Advice (as
     the case may be), both dates inclusive.

          5.4  Restrictions on Public Sale.  Each holder of Registrable
               ---------------------------
     Securities whose Registrable Securities are included in a Registration
     Statement agrees not to effect any public sale or distribution of the
     securities of the Company, of the same or similar class or classes as
     the securities included in such Registration Statement or any
     securities convertible into or exchangeable or exercisable for such
     securities, including a sale pursuant to Rule 144, during the 15-day
     period prior to, and during the 90-day period beginning on, the
     effective date of such Registration Statement (except as part of such
     Registration), if and to the extent requested by the Company in the
     case of a non-underwritten public offering, or if and to the extent
     requested by the managing underwriter or underwriters, in the case of
     an underwritten public offering.

          5.5  Other Registrations.  The Company agrees not to effect any
               -------------------
     public sale or distribution of any securities similar to the
     Registrable Securities being registered, or any securities convertible
     into or exchangeable or exercisable for such securities during the 15-
     day period prior to, and during the 120-day period beginning on, the
     effective date of any Registration Statement filed in connection with
     a Demand made pursuant to Section 5.1(a).

          5.6  Registration Expenses.  Expenses incident to Registrations
               ---------------------
     pursuant to this Article V shall be borne as follows:
               (a)  all expenses incident to the Company's performance of
          or compliance with this Agreement ("Registration Expenses") and
          the fees and expenses of one law firm and one accounting firm
          retained by the holders of a majority of Registrable Securities
          included in any registration (which selection shall be made in
          consultation with the Selling Shareholders) will be borne by the
          Company.  Registration Expenses shall include, without
          limitation, all registration and filing fees, the fees and
          expenses of the counsel and accountants for the Company
          (including the expenses of any "cold comfort" letters), all other
          costs and expenses of the Company incident to the preparation,
          printing and filing under the Act of the Registration Statement
          (and all amendments and supplements thereto) and furnishing
          copies thereof and of the Prospectus included therein, the costs
          and expenses incurred by the Company in connection with the
          qualification of the Registrable Securities under the state
          securities or "blue sky" laws of various jurisdictions, the costs
          and expenses associated with filings required to be made with the
          National Association of Securities Dealers, Inc., the costs and
          expenses of listing the Registrable Securities for trading on a
          national securities exchange or authorizing them for trading on
          the NASDAQ National Market System,  and all other costs and
          expenses incurred by the Company in connection with any
          Registration hereunder.  Notwithstanding the preceding sentence,
          Registration Expenses shall not include the costs and expenses of
          any holder of Registrable Securities for underwriters'
          commissions and discounts, brokerage fees and transfer taxes with
          respect to the holder of Registrable Securities to be Transferred
          pursuant to the Registration, or the fees and expenses of any
          other counsel, accountants or other representatives retained by
          any holder of Registrable Securities (other than the law firm and
          accounting firm specifically discussed in this Section 5.6(a),
          all of which shall be paid by the respective holder of
          Registrable Securities who are selling Registrable Securities
          pursuant to the Registration;

               (b)  if the holders of Registrable Securities possessing, in
          the aggregate, a majority of the Registrable Securities covered
          by a Registration Statement which has been filed (or which the
          Company notifies such holders it is prepared to file within five
          days) pursuant to Section 5.1(a), but has not yet become
          effective, shall request the

          Company to withdraw (or to cease the preparation of) such
          Registration Statement, the Company shall use its best efforts to
          withdraw (or cease the preparation of) such Registration
          Statement; provided, however, that if prior to the date which is
          180 days after the date on which the Registration Statement was
          withdrawn or the preparation thereof was ceased, the holders of
          90% of the Registrable Securities covered by such Registration
          Statement may thereafter request the Company to refile (or to
          recommence the preparation of) such Registration Statement, if
          permitted under the Act, the Company shall use its best efforts
          to do so, and such Registration Statement shall not constitute a
          second Demand pursuant to Section 5.1; provided further, that as
          a condition to any such request, such holders of the Registrable
          Securities shall agree in writing to reimburse the Company for
          all Registration Expenses over and above those which the Company,
          by proceeding, would have incurred had such initial Registration
          Statement not been withdrawn (or the preparation thereof ceased). 
          Except as provided above, in any offering initiated as a Demand
          Registration pursuant to Section 5.1(a), the Company shall pay
          all Registration Expenses in connection therewith, whether or not
          the Registration Statement relating thereto becomes effective.

          5.7  Indemnity and Contribution.  The parties shall be entitled
               --------------------------
     to indemnity and contribution in connection with Registrations, as
     follows:

               (a)  the Company agrees to indemnify each holder of
          Registrable Securities, its officers, directors and agents and
          each Person who (within the meaning of the Act) controls such
          holder of Registrable Securities, and hold them harmless against,
          all losses, claims, damages, liabilities and expenses (which,
          subject to the limitations herein contained, shall include
          reasonable attorneys' fees) resulting from (i) any untrue or
          alleged untrue statement of a material fact contained in any
          Registration Statement, Prospectus or preliminary Prospectus or
          based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make
          the statements therein, in light of the circumstances under which
          they were made, not misleading (except insofar as the same are
          caused by any such untrue statement or alleged untrue statement
          or omission or alleged omission being based upon or contained in
          any information relating to such holder of Registrable Securities
          furnished in writing to the Company by such holder of Registrable
          Securities or his, her

          or its representatives expressly for use therein or by such
          holder of Registrable Securities' or such holder of Registrable
          Securities' agent's failure to deliver a copy of the Registration
          Statement or Prospectus or any amendments or supplements thereto
          after the Company has furnished such holder of Registrable
          Securities with a sufficient number of copies of the same), or
          (ii) the Company's failure to perform its obligations under this
          Section 5.7.  The Company will also indemnify underwriters,
          selling brokers, dealer managers and similar securities industry
          professionals participating in the distribution, their officers
          and directors and each Person who (within the meaning of the Act)
          controls such Persons, to the same extent as provided above with
          respect to the indemnification of the holders of Registrable
          Securities.  Notwithstanding the foregoing, the Company shall not
          be obligated to indemnify any holder of Registrable Securities
          (including the indemnified parties related to such holders) with
          respect to any losses, claims, damages, liabilities or expenses
          to the extent the same result from the breach by such holder of
          the agreements set forth in the last paragraph of Section 5.3;

               (b)  in connection with any Registration in which any holder
          of Registrable Securities is participating, each such holder of
          Registrable Securities will furnish to the Company in writing
          such information with respect to such holder of Registrable
          Securities as the Company reasonably requests for use in
          connection with any Registration Statement or Prospectus, and
          such holder of Registrable Securities shall indemnify the
          Company, its directors and officers, each underwriter and each
          Person who (within the meaning of the Act) controls the Company
          or any such underwriter, and hold them harmless, against any
          losses, claims, damages, liabilities and expenses (which, subject
          to the limitations herein contained, shall include reasonable
          attorneys' fees) resulting from (i) a breach by such holder of
          Registrable Securities of the provisions of the last paragraph of
          Section 5.3, (ii) any untrue statement of a material fact or any
          omission to state a material fact required to be stated therein
          or necessary to make the statements in the Registration Statement
          or Prospectus or preliminary Prospectus or any amendment or
          supplement thereto, in light of the circumstances under which
          they were made, not misleading, to the extent (but only to the
          extent) that such untrue statement or omission is contained in
          any information relating to such holder of Registrable Securities
          so furnished in writing by such holder of Registrable Securities
          or his, her or its representative specifically

          for inclusion therein, or (iii) such holder of Registrable
          Securities' failure to perform his obligations under this Section
          5.7; provided, however, that the liability of each holder of
          Registrable Securities under this Section 5.7(b) shall be limited
          to the amount of net proceeds received by such holder in the
          offering giving rise to such liability.  The Company shall be
          entitled to receive customary indemnities from underwriters,
          selling brokers, dealer managers and similar securities industry
          professionals participating in the distribution, with respect to
          information with respect to such Persons so furnished in writing
          by such Persons or their representatives specifically for
          inclusion in any Prospectus or Registration Statement;

               (c)  any Person entitled to indemnification hereunder will:

                    (i)  give prompt written notice to the indemnifying
               party after the receipt by the indemnified party of a
               written notice of the commencement of any action, suit,
               proceeding or investigation or any threat thereof made in
               writing for which such indemnified party will claim rights
               of indemnification or contribution pursuant to this Section
               5.7; provided, however, that the failure of any indemnified
               party to give notice as provided herein shall not relieve
               the indemnifying party of its obligations under paragraphs
               (a) and (b) next above, except to the extent that the
               indemnifying party is actually prejudiced by such failure to
               give notice; and

                    (ii) unless in such indemnified party's reasonable
               judgment a conflict of interest may exist between such
               indemnified and indemnifying parties with respect to such
               claim, permit such indemnifying party to unconditionally
               (but subject to the exceptions herein contained) assume the
               defense of such claim with counsel reasonably satisfactory
               to the indemnified party.

          If the defense is so assumed by the indemnifying party, the
          indemnifying party shall lose its right to defend and settle the
          claim if it fails to proceed diligently and in good faith with
          the defense of the claim.  If the defense of the claim is not so
          assumed by the indemnifying party, or if the indemnifying party
          shall lose its right to defend and settle the third party claim
          as provided in the previous sentence,

          the indemnified party shall have the right to defend and settle
          the claim provided that the indemnified party gives the
          indemnifying party not less than 10 days prior written notice of
          any proposed settlement.  If the defense is assumed by the
          indemnifying party and is not lost as provided above, subject to
          the provisions of the following sentence, the indemnifying party
          shall have the right to defend and settle the claim. 
          Notwithstanding the preceding sentence, (A) in connection with
          any settlement negotiated by a party pursuant to this Section
          5.7(c) (a "Settling Party"), the other party (the "Other Party")
          shall not be required by a Settling Party (x) to enter into any
          settlement that does not include as an unconditional term thereof
          the giving by the claimant or plaintiff to such Other Party and
          the Company of a release from all liability in respect of such
          claim or litigation, (y) to enter into any settlement that
          attributes by its terms liability to the Other Party and the
          Company, or (z) to consent to the entry of any judgment that does
          not include as a term thereof a full dismissal of the litigation
          or proceeding with prejudice and (B) the Company shall be
          required to consent to the terms of any such settlement (which
          consent shall not be unreasonably withheld).  An indemnifying
          party who is not entitled to, or elects not to, assume the
          defense of a claim will not be obligated to pay the fees and
          expenses of more than one counsel in any one jurisdiction for all
          parties indemnified by such indemnifying party with respect to
          such claim, unless in the reasonable judgment of any indemnified
          party a conflict of interest may exist between such indemnified
          party and any other of such indemnified parties with respect to
          such claim, in which event the indemnifying party shall be
          obligated to pay the fees and expenses of such additional counsel
          or counsels;

               (d)  if for any reason the rights of indemnification
          provided for in paragraphs (a) and (b) of this Section 5.7 are
          unavailable to an indemnified party as contemplated by such
          paragraphs (a) and (b), then the indemnifying party in lieu of
          indemnification shall contribute to the amount paid or payable by
          the indemnified party (which, subject to the limitation provided
          in paragraph (c) next above, shall include legal fees and
          expenses paid) as a result of such loss, claim, damage, liability
          or expense (i) in such proportion as is appropriate to reflect
          the relative fault of the indemnified party and the indemnifying
          party as well as other equitable considerations, or (ii) if the
          allocation provided by clause (i) is not permitted by applicable
          law, in such proportion as is appropriate to reflect not only the

          relative benefits received by the indemnified party and the
          indemnifying party, but also the relative fault of the
          indemnified party and the indemnifying party, as well as any
          other relevant equitable considerations;

               (e)  the Company and the holder of Registrable Securities
          agree that it would not be just and equitable if contribution
          pursuant to paragraph (d) next above were determined by pro rata
          allocation or other method of allocation which does not take
          account of equitable considerations.  No Person guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f)
          of the Act) shall be entitled to contribution from any Person not
          guilty of such misrepresentation.  The obligations of the holders
          of Registrable Securities to contribute pursuant to paragraph
          5.7(d) are several and not joint;

               (f)  if indemnification is available under this Section 5.7,
          the indemnifying parties shall indemnify each indemnified party
          to the full extent provided in paragraphs (a) and (b) hereof
          without regard to (x) the relative fault of, and the relative
          benefit received by, the indemnifying party or indemnified party
          or (y) any other equitable considerations.

          5.8  Rule 144.  Once the first registration statement filed by
               --------
     the Company under the Act (other than any registration statement on
     Form S-4 or S-8 or any form substituting therefor) has become
     effective, the Company will file the reports required to be filed by
     it pursuant to the Act and the Exchange Act, and the rules and
     regulations adopted by the Commission thereunder, and will take such
     further actions as any holder of Registrable Securities may reasonably
     request, all to the extent required from time to time to enable such
     holder of Registrable Securities to effect sales of Registrable
     Securities without registration under the Act within the limitations
     of the exemption provided by Rule 144, if applicable to the sale of
     Registrable Securities, or any similar rule or regulation hereafter
     adopted by the Commission.  At any reasonable time and upon request of
     a holder of Registrable Securities, the Company will deliver to that
     holder of Registrable Securities a written statement as to whether it
     has complied with such informational requirements.  Notwithstanding
     the foregoing, upon thirty (30) days prior written notice to all
     holders of Registrable Securities, the Company may deregister any
     class of its equity securities under Section 12 of the Exchange Act or
     suspend its duty to file reports with respect to any class of its
     securities pursuant to Section 15(d) of the Exchange Act if it is then
     permitted to do

     so pursuant to the provisions of the Exchange Act and the rules and
     regulations thereunder.

          5.9  Participation in Underwritten Registrations.  No holder of
               -------------------------------------------
     Registrable Securities may participate in any underwritten
     Registration hereunder unless such holder of Registrable Securities
     has:

               (a)  agreed to sell its Registrable Securities on the basis
          provided in any underwriting arrangements approved by the Persons
          entitled hereunder to select the underwriter pursuant to Sections
          5.1 and 5.2 above; and

               (b)  accurately completed in a timely manner and executed
          all questionnaires, powers of attorney, underwriting agreements
          and other documents customarily required under the terms of such
          underwriting arrangements.

          5.10 Other Registration Rights.  Except as granted herein to the
               -------------------------
     holder of Registrable Securities, the Company will not grant any
     Person (including the holders of Registrable Securities) any demand or
     piggyback registration rights with respect to the shares of common
     stock of the Company (or securities convertible into or exchangeable
     for, or options to purchase, shares of common stock of the Company),
     other than piggyback registration rights that are not inconsistent
     with the terms of this Article V.  Any right to prior or pro rata
     inclusion in a Registration Statement with the Registrable Securities
     entitled to the benefits of this Article V shall be deemed to be
     inconsistent with the terms of this Article V.  Except as provided in
     Section 5.1(c), the Company shall not grant to any Person the right to
     piggyback on a Demand Registration.

          5.11 Amendments and Waivers.  The provisions of Sections 5.1-5.11
               ----------------------
     of this Article V, including the provisions of this sentence, may not
     be amended, modified or supplemented, and waivers of or consents to
     departures from the provisions hereof may not be given, unless such
     amendment, modification, supplement, waiver or consent shall have been
     approved by not less than 2/3 of the members of the Board of Directors
     and the Shareholders and holders of Warrants in accordance with
     Section 7.5.  Notwithstanding the foregoing:

               (a)  an amendment, modification, supplement, waiver or
          consent to departure from the provisions hereof with respect to a
          matter that relates exclusively to the rights of holders of
          Registrable Securities whose Registrable Securities are being
          sold pursuant to a Registration

          Statement, that relates to the Registrable Securities being so
          sold, and that does not directly or indirectly affect the rights
          of the other holders of Registrable Securities or Registrable
          Securities not being so sold, may be given by the holders of a
          majority of the Registrable Securities being sold by such holder
          of Registrable Securities; and

               (b)  no amendment, modification, supplement, waiver or
          consent to the departure from its terms with respect to Section
          5.7 shall be effective with respect to any Registration against
          any holder of Registrable Securities who participated in such
          Registration and is entitled to its protection unless consented
          to in writing by such holder.

          5.12 Co-Sale Right.  No Investor (including, without limitation,
               -------------
     any of its Exempt Transferees) may accept one or more Third Party
     Offers solicited by or for it pursuant to Section 2.7 involving a
     Transfer (alone or with other Investors and/or Exempt Transferees), in
     a single transaction or a series of transactions, of a number of
     Shares in excess of 33-1/3% of the aggregate number of Shares owned by
     such Investor as of the date hereof (subject to adjustment for stock
     dividends, stock splits, reclassifications, or like actions and
     including, for purposes of this calculation, all Shares previously
     Transferred or to be Transferred by such Investor (and its Exempt
     Transferees) pursuant to Sections 2.2(d) or 2.7 of this Agreement)
     unless each Shareholder and each of the holders of Warrants (so long
     as such Warrants are exercisable) has been offered an equal
     opportunity to participate in such transaction or transactions, on the
     terms set forth in this Section 5.12.  In order to effectuate the
     foregoing:

               (a)  the Investor proposing to make such a Transfer or
          Transfers shall deliver a written notice ("Co-Sale Notice") to
          the Company, prior to making any Transfer of Shares.  The Co-Sale
          Notice shall state such Investor's bona fide intention to
          Transfer Shares, the number of Shares to be Transferred, the
          expected closing date of the transaction, the identity of the
          potential transferee, the consideration per Share to be
          Transferred, confirmation that the Transferee has been informed
          of the provisions of this Section 5.12 and has agreed to purchase
          the Shares proposed to be sold in accordance with the terms
          hereof and, if applicable, a description of all Transfers in
          which such Investor and its Exempt Transferees have participated
          or in which it and/or its Exempt Transferees have agreed to
          participate within the prior six months.  In the event that the
          restrictions upon Transfer contained in this Section

          5.12 are applicable to the Transfer with respect to which such
          Co-Sale Notice has been delivered, the Company shall promptly
          deliver a copy of such Co-Sale Notice to each Shareholder and the
          holders of Warrants;

               (b)  each Shareholder and (so long as such Warrants are then
          exercisable) the holder of any Warrant may elect to participate
          in the proposed Transfer by delivering written notice (the
          "Election Notice") to the Company and the Investor who served the
          Co-Sale Notice within 15 days next following the date of service
          of the Co-Sale Notice, setting forth the number of Shares
          (including, without limitation, Warrant Shares) which such
          Shareholder has elected to sell to the Transferee.  Each
          Shareholder and holders of Warrants (so long as such warrant is
          exercisable) shall have the right to sell up to a number of
          Shares which bears the same ratio to the number of Shares owned
          by such Shareholder (or Warrant Shares that would be owned by
          such holder of the Warrant upon the exercise in full of the
          Warrant) as the number of Shares to be sold by the Investors who
          served the Co-Sale Notice to the Transferee in the transaction or
          transactions bears to the aggregate number of Shares then owned
          by such Investors.  The number of Shares which such Investors
          would otherwise sell to the Transferee shall be reduced by the
          aggregate number of Shares as to which the Shareholders and
          holders of Warrants have delivered Election Notices;

               (c)  each Shareholder delivering an Election Notice shall
          deliver to the Transferee at a closing to be held at the
          executive office of the Company (or as the parties agree), one or
          more certificates, properly endorsed for Transfer, which
          represent the number of Shares which such Shareholder shall have
          elected to Transfer, and may Transfer, pursuant to this Section
          5.12.  Such certificates shall be Transferred by each such
          Shareholder to the Transferee upon consummation of the Shares
          being Transferred by the Shareholders who served the Co-Sale
          Notice, on the terms set forth in the Co-Sale Notice, and such
          Shareholders shall be entitled to receive the proceeds of the
          Transfer in respect of such certificates.  At such time, each
          holder of Warrants delivering an Election Notice shall deliver to
          the Transferee (i) one or more certificates for Warrant Shares,
          properly endorsed for Transfer, which represent the number of
          Shares which such holder of Warrants shall have elected to
          Transfer, and may Transfer, pursuant to this Section 5.12; or
          (ii) an unconditional agreement to exercise the Warrant and
          deliver such sufficient number of Warrant Shares

          simultaneously with the consummation of the Shares being
          Transferred by the Shareholder who served the Co-Sale Notice
          against delivery to such holder of payment therefore provided
          that any holder of Warrants shall not be required to exercise
          Warrants except simultaneously with such Transfer and only to the
          extent that Warrant Shares are included in such Transfer;

               (d)  as a condition to the effective exercise of an Election
          Notice, a Shareholder or holder of Warrants delivering an
          Election Notice shall join in and agree to be bound by all
          provisions of the documents pursuant to which the Transferee is
          to acquire Shares, including without limitation, the making of
          representations, warranties and indemnities.

     The foregoing provisions of this Section 5.12 shall not apply in the
     case where an Investor is making a Transfer of Shares to such
     Investors' Exempt Transferees.

          5.13 Preemptive Rights.  Subject to the provisions of Section
               -----------------
     5.14, each Shareholder and each holder of Warrants (so long as the
     Warrant is then exercisable) shall have the preemptive right to
     subscribe for any class of Securities now or hereafter authorized
     which the Company proposes to issue or sell, such right to be
     exercisable, with respect to such Shareholder and holder of Warrants
     for an aggregate amount of such class of Securities up to the product
     of (x) the amount of such class of Securities to be issued and (y) a
     fraction, the numerator of which shall equal the number of Shares (on
     a fully diluted basis after assuming the exercise or conversion of all
     outstanding Options (to the extent such Options have vested in
     accordance with its terms), warrants and convertible securities) then
     held by such Shareholder and holder of Warrants (whether now held or
     hereafter acquired), and the denominator of which shall equal the
     aggregate number of Shares then outstanding (on a fully diluted basis
     after assuming the exercise or conversion of all outstanding Options
     (to the extent such Options have vested in accordance with its terms),
     warrants and convertible securities) provided, however, that the
                                          -----------------
     foregoing provisions of this sentence shall not apply to (i) the
     issuance of Shares pursuant to the exercise of Options, warrants
     including, without limitation, the Warrants or conversion rights, or
     (ii) the issuance of Shares as consideration in connection with the
     acquisition of any business.

          5.14  Certain Provisions with respect to GE Capital.  In addition
                ---------------------------------------------
     to its other rights and obligations under this

     Agreement, GE Capital shall have the following additional rights and
     obligations:

          (a) Rights to Equity Securities:
              ---------------------------
                    (i) Issuance Notice.     In the event the Company shall
          intend to raise capital through the issuance of equity Securities
          not involving any public offering registered under the Act, the
          Company shall give written notice to G.E. Capital (an "Issuance
          Notice").  The Issuance Notice shall describe the type of equity
          Securities that the Company intends to issue and the aggregate
          amount to be raised by such offering.  During the thirty (30) day
          period commencing on the date of service of the Issuance Notice,
          GE Capital shall have the right to offer to purchase the GE
          Amount (as defined in Section 5.14(a)(v)) (but not less than the
          GE Amount) of the securities described in the Issuance Notice by
          delivering a notice (the "GE Capital Notice") to the Company
          setting forth GE Capital's offer (the "GE Capital Offer") to
          purchase such Securities, which shall include the price per
          Security at which GE Capital offers to purchase such Securities
          and the aggregate total price of the Securities that GE shall
          purchase.  Each GE Capital Notice shall provide that the GE
          Capital Offer set forth therein is irrevocable for a period of
          thirty (30) days from the date upon which such GE Capital Notice
          is delivered to the Company.

                    (ii) Actions Following Service of the GE Capital
          Notice.    During the ten (10) day period following service of
          the GE Capital Notice, GE Capital and the Company shall negotiate
          in good faith with respect to the GE Capital Offer.  Within five
          (5) days after such ten (10) day period has concluded, the
          Company may either (i) accept the GE Capital Offer or (ii) reject
          such offer by written notice to GE Capital.  If the Company fails
          to deliver a written notice pursuant to the preceding sentence
          within said five (5) day period, the Company shall be deemed to
          have rejected the GE Capital Offer.

                    (iii)  Acceptance of the GE Capital Offer.   If the
          Company accepts the GE Capital Offer, The GE Amount of such
          Securities (or such amount as the parties agree) shall be issued
          to GE Capital pursuant to the terms of such offer, and Section
          5.13 shall not apply to the issuance of such Securities.  Any
          purchase of Securities in connection with a GE Capital Offer
          shall be consummated at the Company's principal office at 10:00
          a.m., prevailing local time, as

          soon as practicable, but in no event later than the later of (i)
          the date which is 40 days after the date on which such GE Capital
          Offer was accepted (or deemed accepted) by the Company or (ii)
          the third business day following the earlier of the expiration or
          early termination of the waiting period under the HSR Act, if
          notification of the purchase of Securities would be required
          under the HSR Act, or at such other place and time as the Company
          and GE Capital shall agree.  At such closing, the Company shall
          deliver to GE Capital certificates representing the Securities
          being purchased, duly endorsed, and GE Capital shall pay for such
          Securities by wire transfer of immediately available funds.

                    (iv)  Rejection of the GE Capital Offer.     If (A) the
          GE Capital Offer is rejected by the Company, (B) no GE Capital
          offer is made by GE Capital, or (C) the GE Capital Offer,
          although accepted by the Company, does not cover all of the
          equity Securities described in the Issuance Notice, then, for a
          period of 180 days after (x) the rejection of such offer in the
          case of clause (A) above, (y) the termination of the 30 day
          period after delivery by the Company of the Issuance Notice in
          the case of clause (B) above, or (z) the acceptance by the
          Company of such offer in the case of clause (C) above, the
          Company may, subject to Section 5.13, issue to any Person the
          number and type of equity Securities described in the Issuance
          Notice but not being issued to GE Capital pursuant to this
          Section 5.14(a)(iv).  Such issuance shall be at price per unit of
          such Security which is not less than 95% of the price per unit of
          such Security set forth in the GE Capital Notice (or at any price
          should no GE Capital Offer be made), and the price therefor shall
          be payable to the Company in cash.

                    (v)  Limitations. Notwithstanding the provisions of
          this Section 5.14(a), (x) the foregoing right granted to GE
          Capital shall apply only to the first $3,000,000 of equity
          Securities which the Company shall desire to issue after the date
          hereof (which shall exclude Securities issuable pursuant to the
          exercise or conversion of Securities of the Company issued on or
          before the date hereof (including, without limitation, the
          Options or Warrants)), and (y) the Company shall have no
          obligations under this Section 5.14(a) if the Company is
          proposing to issue Shares at a price per Share which is less than
          $1,600 (as such price shall be adjusted to take into account the
          effect of stock splits, stock dividends, reclassifications  and
          other changes to the equity capital of the Company) (a "Section
          5.14(a)(v)(y) Issuance").  In the event the Company

          shall be offering or issue less than $3,000,000 of equity
          Securities in connection with such capital raise, GE Capital
          shall have the rights described above in connection with any
          subsequent issuance of equity Securities in a manner not
          involving a public offering registered under the Act, on the
          terms and subject to the limitations set forth in the preceding
          portions of this Section 5.14(a), but only in an amount equal to
          the amount by which $3,000,000 exceeds the aggregate issuance
          price of the equity Securities issued during the prior capital
          raise(s) by the Company (other than Section 5.14(a)(v)(y)
          Issuances).  Once the Company shall have raised a total of
          $3,000,000 through the issuance of equity Securities after the
          date hereof, whether through issuances to GE Capital or otherwise
          (but other than through Section 5.14(a)(v)(y) Issuances), GE
          Capital shall no longer have any rights under this Section
          5.14(a).  For purposes of this Section 5.14(a) the "GE Amount"
          shall equal the lesser of (A) the aggregate amount to be raised
          by the offering of Securities set forth in the Issuance Notice;
          and (B) $3,000,000 less amounts raised by the Company in
          issuances of equity securities  described in this Section
          5.14(a)(v) (to GE Capital or otherwise, but other than through
          Section 5.14(a)(v)(y) Issuances).

               (b)  Significant Transactions.  In the event the Company or
                    ------------------------
          the Investors (other than GE Capital) shall propose to engage in
          a Significant Transaction (as herein defined), the Company or
          such Investors shall provide GE Capital written notice of such
          intention, describing the Significant Transaction.  GE Capital
          shall have twenty (20) business days to perform due diligence and
          to provide the Company or such Investors (as the case may be)
          with the highest price it is willing to pay for a comparable
          Significant Transaction. GE Capital may make a proposal with
          respect to a comparable Significant Transaction within such
          twenty (20) day period. Following the receipt of such proposal
          (if any), the Company shall have ten (10) business days in which
          to accept or reject GE Capital's proposal.  During such ten (10)
          business day period, the Company and the other Investors shall
          negotiate with GE Capital in good faith with respect to such
          proposal, provided, however, that the Company or the Investors
          shall in no circumstances be required to negotiate for any period
          longer than 10 business days.  In the event that the Company or
          said Investors (as the case may be) accepts GE Capital's offer,
          the Company (or said Investors, as the case may be) shall work in
          good faith to close such transaction as quickly as possible.  In
          the event the Company or said Investors (as the case may be)

          rejects GE Capital's offer (or should GE Capital make no proposal
          in the above described twenty (20) day period), the Company or
          said Investors shall be free to engage in the proposed
          Significant Transaction.  For the purposes of this paragraph (b),
          a Significant Transaction shall mean a transaction where: (i) 
          the Company shall consolidate or merge with any other corporation
          or entity not a Subsidiary or other Company Affiliate pursuant to
          a transaction in which the Shareholders of the Company
          immediately prior to such merger or consolidation shall own less
          than 50% of the outstanding voting Securities of the surviving
          corporation, (ii) there occurs a transfer or lease all or
          substantially all of the Company's and its Subsidiaries' assets
          to any Person other than the Company, a Subsidiary or other
          Company Affiliate,  or (iii) any Person not a Subsidiary or other
          Company Affiliate shall purchase or otherwise acquire directly or
          indirectly the beneficial ownership of Shares and immediately
          following such purchase or acquisition such Person and its
          affiliates shall directly or indirectly own in the aggregate 50%
          or more of the Shares then outstanding.

          5.15 Pull-Along Right.  In the event the CDA Funds (and its
               ----------------
     Exempt Transferees) and either (i) Pegasus (and its Exempt
     Transferees) or (ii) GE Capital (and its Exempt Transferees) (or all
     of them) (such Investors and their respective Exempt Transferees, the
     "Pull-Along Investors") desire to Transfer all or substantially all of
     the Shares owned by the Pull-Along Investors to a purchaser or related
     group of purchasers in a single or related series of transactions who
     are not any of the Pull-Along Investors for a consideration consisting
     of cash and/or publicly traded securities, the Pull-Along Investors
     shall have the right to require all the Shareholders and holder(s) of
     Warrants to Transfer to such purchaser or related group of purchasers
     the same proportion of the Shares owned by such Shareholders (or, in
     the case of Warrants, such number of Warrant Shares such holder would
     own had the Warrant been fully exercised) as the proportion of the
     Shares owned by the Pull-Along Investors (including each of their
     Exempt Transferees) which are being Transferred in such transaction or
     related series of transactions, at the same price and on the same
     terms and conditions as those which apply with respect to the Shares
     which the Pull-Along Investors intend to Transfer; provided, that the
     holders of Warrants shall not be required to exercise Warrants except
     simultaneously with such Transfer.

          5.16 Special Provisions Applicable to Warrants and Warrant
               -----------------------------------------------------
     Shares.  Notwithstanding anything to the contrary contained in
     ------
     Sections 5.12, 5.15, or 6.5, no provision of such Sections shall
     -------------  ----     ---

     require a holder of Warrants to make any representations (other than
     representations as to title, due authorization and enforceability
     relating solely to such holder) or provide any indemnification to the
     purchaser(s) under such Sections (other than with respect to the above
     matters) in any agreement requested or required to be executed by such
     holder in connection with any Transfer under such Sections and no
     right of such holder to participate in any Transfer under such
     Sections shall be conditioned upon the making of such representations
     or the provision of such indemnification other than those set forth in
     this Section 5.16.  If the consideration proposed to be paid in any
     such Transfer consists of capital stock or other equity interests, and
     receipt by a holder of a Warrant of all or any portion of such stock
     or other equity interests would result in a violation of applicable
     law, the Investors or the Pull-Along Investors, as the case may be,
     shall provide that the purchaser, the Investors, Pull-Along Investors,
     or the Company as applicable, shall, simultaneously with the
     consummation of the Transfer, purchase for cash, at fair market value,
     the capital stock or other equity interest to which the applicable
     holder of a Warrant would be entitled absent this provision.

          5.17 Payment.  At the closing of any Transfer pursuant to Section
               -------                                              -------
     5.12 or 5.15, the consideration with respect to the Shares, Warrants
     ----    ----
     and Warrant Shares of any holder sold pursuant thereto shall be paid
     directly to each holder pursuant to written instructions of such
     holder.  The Investors or Pull-Along Investors shall furnish such
     other evidence of the completion and time of completion of such
     Transfer and the terms thereof as shall be reasonably requested by
     each Shareholder or holder of a Warrant or Warrant Shares.

                                   ARTICLE VI
                                   -----------
                      Certain Corporate Governance Matters
                      -------------------------------------
          6.1  Grant of Proxy.  Each Individual Fund Shareholder shall, and
               --------------
     does hereby, irrevocably appoint CDA IV Domestic, his or her true and
     lawful proxy, with full power of substitution, to vote all Shares (now
     or hereafter) acquired by him on all matters requiring a vote of
     Shareholders of the Company, hereby ratifying all actions which said
     proxy may take in respect thereof.  Said proxies shall be coupled with
     an interest and be irrevocable, notwithstanding any Transfer,
     including, without limitation, to a Permitted Transferee pursuant to
     Section 2.2(a) hereof, of the Individual Fund Shareholder's Shares. 
     The foregoing proxy shall remain in effect with respect to, and be
     binding upon, all transferees of such  Shares, including, without
     limitation, a

     Permitted Transferee of Individual Fund Shareholders pursuant to
     Section 2.2(a) hereof.

          6.2  Board of Directors.
               ------------------
               (a)  Subject to Section 6.6 hereof, from and after the date
          hereof and until the provisions of this Article VI cease to be
          effective, each Shareholder (other than a holder of Warrant
          Shares with respect to such Warrant Shares) shall vote all of
          such Shareholder's Shares and take all other necessary or
          desirable actions within such Shareholder's control (whether in
          such Shareholder's capacity as a stockholder, director, member of
          a Board of Directors committee, officer of the Company or
          otherwise, including, without limitation, attendance at meetings
          in person, by telephone or by proxy for purposes of obtaining a
          quorum, execution of written consents in lieu of meetings and
          amendments of the Company's Bylaws and Certificate of
          Incorporation), and the Company shall take all necessary and
          desirable actions within its control (including, without
          limitation, calling special Board of Directors and stockholder
          meetings for purposes of amendments of the Company's Bylaws and
          Articles of Incorporation), so that:

                    (i)  the authorized number of members of the Board of
               Directors shall be six;

                   (ii)  the Shareholders shall elect two nominees selected
               by the CDA Funds, one nominee designated by Pegasus I, one
               nominee designated by GE Capital and two nominees designated
               by the Management Shareholders (who shall be Weiss (so long
               as Weiss shall remain as an employee of the Company or any
               of the Subsidiaries) and Gayhardt (so long as Gayhardt
               remains an employee of the Company or any of the
               Subsidiaries).  At such time as either Weiss or Gayhardt
               ceases to be an employee of the Company or any Subsidiary,
               the director formerly designated by such Management
               Shareholder shall be appointed by the joint decision of CDA
               IV Funds, GE Capital and Pegasus I;

                  (iii)  the Shareholder having the right to designate a
               member of the Board of Directors shall have the sole right
               to remove that Person from the Board of Directors, for or
               without cause, and to designate a replacement director;

                   (iv)  in the event that any director designated by a
               Shareholder pursuant hereto ceases to serve as a member of
               the Board of Directors during his term of office, such
               Shareholder shall have the right to designate a replacement
               member of the Board of Directors to fill the resulting
               vacancy;

               (b)  The Company shall pay the reasonable out-of-pocket
          expenses incurred by each director in connection with attending
          the meetings of the Board of Directors or discharging any of his
          duties as a director of the Company, and the Company shall
          indemnify each director to the fullest extent allowed by law in
          respect of any liability, demands, claims, actions, causes of
          action, assessments, losses, penalties, costs, damages or
          expenses, including reasonable attorneys' fees, suffered as a
          result of activities undertaken in his capacity as director;

               (c)  The right of an Investor to designate members of the
          Board of Directors shall cease at such time that such Shareholder
          owns less than 25% of the Shares owned by such Shareholder at the
          date hereof.  For the purposes of the preceding sentence, Shares
          owned by an Exempt Transferee of an Investor shall be deemed to
          be owned by the Investor which originally subscribed for them.

          6.3  Board of Directors Attendance Rights.  For as long as
               ------------------------------------
     Pegasus owns at least 25% of the Shares owned by it on the date
     hereof, Pegasus II shall have the right to designate one (1)
     representative to attend, at Pegasus II's sole cost and expense, each
     meeting of the Board of Directors, such notice to be provided at such
     time as notice is given to members of the Board of Directors.  At any
     time during which any of the CDA Funds, Pegasus or GE Capital (each a
     "Group") are not entitled to designate a member of the Board of
     Directors and as long as such Group owns any Shares, such group shall
     have the right to designate one (1) representative to attend, at such
     Group's sole cost and expense, each meeting of the Board of Directors,
     such notice to be provided at such time as notice is given to members
     of the Board of Directors. The right granted to Pegasus II and the
     Groups pursuant to this Section 6.3 shall include the right to
     participate in such meetings, but does not include the right to vote
     directly or through its representatives at any meeting of the Board of
     Directors, and shall not limit the ability of the Board of Directors
     to take action without a meeting to the extent permitted under the
     Delaware General Corporation Law.

          6.4  Certain Supermajority Requirements.  Neither the Company nor
               ----------------------------------
     any of its Subsidiaries shall take any of the following actions,
     unless such actions shall have been approved:

               (a)  by (x) both members of the Board of Directors selected
          by the CDA Funds and (y) the member of the Board of Directors
          selected by Pegasus I, in the following instances:

                    (i) the payment of a dividend or other distribution
               with respect to the Company's capital stock (including any
               exercise of Repurchase Rights hereunder), other than by
               reason of a Mandatory Repurchase Event;

                    (ii) the incurrence of indebtedness in an amount which
               would result in the aggregate indebtedness of the Company
               and its Subsidiaries for borrowed money exceeding
               $120,000,000;

                    (iii)  the creation of a lien or security interest in
               any assets of the Company or any of its Subsidiaries other
               than in the ordinary course of business;

                    (iv) the settlement of any claim or litigation
               involving a settlement amount in excess of $1,000,000;

                    (v)  [intentionally deleted];

                    (vi)  [intentionally deleted];

                    (vii)  acquisition of a business (whether by means of a
               purchase of assets or shares, a merger or any other business
               combination) involving a purchase price (including
               indebtedness assumed or to which the business is subject) is
               in excess of $5,000,000;

                    (viii)  adoption of any employee benefit plan or any
               stock option plan;

                    (ix)  any issuance of capital stock, options, warrants
               (other than the Warrant) and convertible securities (other
               than pursuant to the exercise of the Warrant and of
               previously authorized options, warrants and convertible
               securities);

                    (x)  any amendment to the certificate of incorporation
               of the Company;

                    (xi)  the filing of a petition for the Company or any
               of its Subsidiaries under any chapter of the Bankruptcy
               Code;

                    (xii)  any material change in accounting policies or
               methods;

                    (xiii) any replacement of the Company's independent
               certified public accountants;

                    (xiv)     the incurrence of capital expenditures in
               excess of $500,000 over the amount budgeted for capital
               expenditures in the applicable fiscal year in the budget
               described in Section 6.4(b)(ii);

                    (xv)  any transactions between (A) the Company or any
               of its Subsidiaries, and (B) any Shareholder or any of its
               Affiliates, other than employee compensation in the ordinary
               course of business ; and

                    (xvi)     any change in the number of the Board of
               Directors.

               (b)  by members of the Board of Directors selected by at
          least two of the following three Shareholder groups consisting of
          (A) the Management Shareholders, as a group, (B) the CDA Funds,
          as a group, and (C) Pegasus I in the following instances:

                    (i)  the employment or termination of any employee of
               the Company, Subsidiary or Company Affiliates whose title is
               that of Vice President or higher;

                    (ii)  the adoption of an annual budget for the Company
               and the Subsidiaries;

                    (iii)  the adoption of an expansion plan; or

                    (iv)  the hiring of a financial advisor.

               (c)  Subject to Section 6.4(a), by members of the Board of
          Directors selected by the CDA Funds and either (x) GE Capital or
          (y) Pegasus I:

                    (i)  a decision to propose to engage in a Significant
               Transaction;

                    (ii)  a transaction effecting a Significant
               Transaction; provided, however, that if the Significant
               Transaction involves GE Capital (or any Affiliate of GE
               Capital) acquiring the Company pursuant to Section 5.14(b)
               herein, the following shall also be required (x) if the
               director selected by Pegasus I had not approved the decision
               to propose to engage in such Significant Transaction as set
               forth in Section 6.4(c)(i), the approval of the director
               selected by Pegasus I shall also be required to consummate
               the Significant Transaction; and (y) otherwise, the
               affirmative consent of Shareholders (other than GE Capital
               and its Exempt Transferees) holding a majority of the
               outstanding Shares of the Company (excluding for purposes of
               such calculation Shares held by GE Capital and its Exempt
               Transferees) shall be required to consummate the Significant
               Transaction; provided, further, however, that if the
               Significant Transaction involves consideration other than
               cash or publicly traded securities, the approval of the
               director selected by Pegasus I and the director selected by
               GE Capital shall also be required to consummate the
               Significant Transaction.

          6.5  Sale of the Company.  Notwithstanding the provisions of
               -------------------
     Section 6.4, if after the third anniversary of the date of this
     Agreement, either the members of the Board of Directors selected by
     the CDA Funds, Pegasus, or GE Capital, desire that the Company make an
     initial public offering of its Securities, and if the other such
     Investors, are unwilling to approve such offering, the Investors shall
     take such actions (subject to Section 5.14(b) herein) as are
     reasonably necessary to effect a sale of the Company and its
     Subsidiaries as a going concern, whether by means of a sale of Shares,
     a merger, or a sale of assets.  Such actions shall include, without
     limitation, engagement of a financial advisor or investment banker who
     shall be selected jointly by the Investors.  All Shareholders and
     holders of Warrants shall cooperate with the Investor who shall be
     requiring the sale of the Company, including executing such documents
     as may reasonably required therewith (which may contain
     representations, warranties, covenants and indemnities which are
     customarily given in connection with sales of businesses of the type
     and size of the Company and the Subsidiaries).

          6.6  Proviso.  Notwithstanding any implication to the contrary,
               -------
     with respect to the Warrant Shares, the holders of the Warrants or
     Warrant Shares shall not be required to vote such

     Warrant Shares on any of the matters set forth in this Article VI.

                                   ARTICLE VII
                                   ------------
                            Miscellaneous Provisions
                            -------------------------

          7.1  Legend on Certificates.  All certificates evidencing Shares
               ----------------------
     which are subject to this Agreement shall bear the following legend:

               "The sale, transfer and encumbrance of the shares
               represented by this certificate are subject to that certain
               DFG Holdings, Inc. Amended and Restated Shareholders
               Agreement among the corporation and its shareholders, dated
               as of August 8, 1996 (the "Agreement").  A copy of the
               Agreement is on file in the office of the Secretary of the
               corporation.  No sale or other transfer of the shares
               represented by this certificate may be effected except
               pursuant to the terms of the Agreement.  The Shares
               represented by this certificate are subject to a voting
               agreement contained in the Agreement."

     Upon termination of this Agreement, certificates for Shares may be
     surrendered to the Company in exchange for new certificates without
     the foregoing legend.  The Shareholders who previously were parties to
     the Original Shareholders Agreement shall surrender their certificates
     representing Shares for deletion of the legend required pursuant to
     Section 7.1 of the Original Shareholders Agreement and addition of the
     foregoing legend.

          7.2  Financial Statements and Inspection Rights.  The Company
               ------------------------------------------
     shall promptly furnish or cause to be furnished to the Investors and
     Management Shareholders (a) annual audited income statements, balance
     sheets and related financial information and quarterly unaudited
     consolidated income statements and balance sheets of the Company and
     its Subsidiaries, (b) copies of all material notices and documents
     supplied by the Company to its lenders and (c) such other information
     as any Investor may reasonably request.  Each Investor and Management
     Shareholders or its representative shall have the right, at any time
     during normal business hours, at its own expense and on reasonable
     advance notice to the Company, to examine and make copies of or
     extracts from the books of account and other records of the Company,
     and to inspect the assets, properties, and operations of the Company
     and to discuss matters with respect to the Company with employees and
     lenders of the Company.

          7.3  Confidentiality.  Each Shareholder (other than the holders
               ---------------
     of Warrant Shares who are Lenders pursuant to the Credit Agreement,
     who shall be governed by the Credit Agreement) agrees not to divulge
     or communicate to any other Person or use or exploit for any purpose
     whatsoever any confidential information which it may acquire during
     the continuance of this Agreement in relation to the business of the
     Company and its Subsidiaries, except (i) with the prior written
     consent of the other parties hereto, or (ii) as may be required by
     law, applicable accounting or securities regulations or order of a
     court of competent jurisdiction.  For purposes of this Section, the
     foregoing confidentiality requirement shall not apply to any
     information which:

               (a)  is available to the general public at the time of use
          or disclosure;

               (b)  becomes available to the general public (other than as
          a result of unauthorized disclosure or use); or

               (c)  is provided to the disclosing party by a third party
          who is lawfully in possession of such information and has a
          lawful right to disclose or use it.

     Each Shareholder shall cause its respective Affiliates, counsel,
     accountants, consultants, employees, agents and representatives not to
     disclose to any Person or use or exploit for any purpose whatsoever
     any such information which it itself is prohibited from disclosing
     pursuant to this Section 7.3.

          7.4  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 provisions of
     this Agreement and to exercise all other rights existing in its favor.
     In the event of a dispute hereunder, the prevailing party's reasonable
     attorney's fees and costs shall be promptly reimbursed by the opposing
     party or parties in such dispute.  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.

          7.5  Termination and Amendment of the Agreement.  This Agreement
               ------------------------------------------
     shall be terminated:

               (a)  with the approval of the Board of Directors and the
          written consent of each of (i) Management Shareholders owning not
          less than 90% of the aggregate number of issued and outstanding
          Shares owned by all Management Shareholders as such and (ii) all
          of the Investors; or

               (b)  upon the sale by the Company of substantially all of
          its assets or a merger of the Company as a result of which the
          Shareholders' aggregate collective percentage of ownership,
          direct or indirect, of the surviving entity is less than 50% of
          their percentage of ownership of the Company.

     This Agreement may be amended by the Company with the written consent
     of each of (i) Management Shareholders owning not less than 90% of the
     aggregate number of issued and outstanding Shares owned by all
     Management Shareholders as such and (ii) all of the Investors, but no
     such amendment shall adversely affect the method of valuation of any
     Management Shareholder's Shares for the purposes of Article III
     without his consent or shall materially adversely affect the holders
     of Warrants or Warrant Shares as a group without such holders consent. 
     For purposes of this Section 7.5, Shares owned by a Permitted
     Transferee of a Management Shareholder shall be deemed to be owned by
     the last Management Shareholder to own those Shares.

          7.6  Termination of Status as Management Shareholder or Non-
               ------------------------------------------------------
     Management Shareholder.  Except to the extent that this Agreement
     ----------------------
     shall provide that certain rights of an Investor granted herein shall
     terminate if the number of Shares owned by such Investor and/or its
     Exempt Transferees shall be reduced below a specified percentage of
     the Shares owned by such Investor as of the date hereof, from and
     after the date that a Management Shareholder or Investor (and/or its
     Permitted Transferees and/or its Exempt Transferees), as the case may
     be, ceases to own any Shares, he shall no longer be deemed to be a
     Management Shareholder or Investor for purposes of this Agreement and
     all rights he may have hereunder (including, without limitation, the
     right to exercise any option herein granted) shall terminate.  For the
     purposes of this Section 7.6, Shares owned by a Permitted Transferee
     or an Exempt Transferee shall be deemed to be owned by the last
     Management Shareholder, or Investor, as the case may be, to own those
     Shares.

          7.7  Notices.  All notices required hereunder shall be in writing
               -------
     and shall be deemed served when delivered personally to the person for
     whom intended or two days after deposit in the United States Mail,
     certified mail, return receipt requested or

     refused, addressed to the Persons for whom intended at the following
     respective addresses:

               The Company:

                         DFG Holdings, Inc.
                         c/o Dollar Financial Group, Inc.
                         Daylesford Plaza, Suite 210
                         1436 Lancaster Avenue
                         Berwyn, Pennsylvania 19312
                         Attention:  President

                         Any Purchaser, Shareholder or holders of Warrants,
               at the last known address of said Purchaser, Shareholder or
               holder of Warrants, as the case may be, as disclosed by the
               books and records of the Company,

     and/or to such other persons and/or at such other addresses as may be
     designated by written notice served in accordance with the provisions
     hereof.

          7.8  Miscellaneous.  The use of the singular or plural or
               -------------
     masculine or neuter gender shall not be given an exclusionary meaning
     and, where applicable, shall be intended to include the appropriate
     number or gender, as the case may be.

          7.9  Counterparts.  This Agreement may be executed in
               ------------
     counterparts, each of which shall be deemed to be an original and all
     of which, when taken together, shall constitute one instrument.

          7.10 Descriptive Headings.  Title headings are for reference
               --------------------
     purposes only and shall have no interpretive effect.

          7.11 Entire Agreement.  This Agreement constitutes the entire
               ----------------
     agreement between the parties with respect to the subject matter
     hereof.  Each exhibit and schedule is incorporated herein by reference
     and constitutes a part of this Agreement.  Any amendments to this
     Agreement must be made in writing and duly executed by each of the
     parties entitled to adopt said amendment as provided in Section 7.5 or
     by an authorized representative or agent of each such party.

          7.12 Binding Effect.  This Agreement shall be binding upon and
               --------------
     inure to the benefit of the parties hereto, their heirs,
     representatives, successors and permitted assigns.

          7.13 Applicable Law.  This Agreement shall be governed as to
               --------------
     validity, construction and in all other respects by the laws of the
     State of Delaware applicable to contracts made in that State.

          7.14 Severability.  The invalidity of any provision of this
               ------------
     Agreement or portion of a provision shall not affect the validity of
     any other provision of this Agreement or the remaining portion of the
     applicable provision.

          7.15 Not an Employment Agreement.  Nothing contained herein shall
               ---------------------------
     be deemed or construed as an agreement of employment between any
     Management Shareholder and the Company or any of its Subsidiaries.

          7.16 Arbitration.  Any claims, controversies, demands, disputes
               -----------
     or differences between or among the parties hereto arising out of, or
     by virtue of, or in connection with, or otherwise relating to this
     Agreement shall be submitted to and settled by arbitration conducted
     in Philadelphia, Pennsylvania before one or three arbitrators, each of
     whom shall be knowledgeable in the field of corporate law.  Such
     arbitration shall otherwise be conducted in accordance with the rules
     then applying of the American Arbitration Association.  The parties
     hereto agree to share equally the responsibility for all fees of the
     arbitrators.  Judgment upon any award granted by such an arbitrator
     may be enforced in any court having jurisdiction thereof.

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

                              DFG HOLDINGS, INC., a Delaware corporation

                              By: /s/ Jeffrey Weiss                        
                                  -----------------------------------------
                                  President

                              WPG CORPORATE DEVELOPMENT ASSOCIATES
                              IV, L.P.

                              By:  WPG Private Equity Partners, L.P.,
                                   General Partner

                              By: /s/ Wesley W. Lang, Jr.                  
                                  -----------------------------------------
                                   Managing General Partner

                              WPG CORPORATE DEVELOPMENT ASSOCIATES IV
                              (OVERSEAS), L.P.

                              By:  WPG CDA IV (Overseas), Ltd., General
                                   Partner

                              By:/s/ Wesley W. Lang, Jr.                   
                                 ------------------------------------------
                                   Director

                              /s/ Wesley W. Lang, Jr.                      
                              ---------------------------------------------
                                        Wesley W. Lang, Jr.

                              /s/ Stephen N. Hutchinson                    
                              ---------------------------------------------
                                        Stephen N. Hutchinson

                              /s/ Peter B. Pfister                         
                              ---------------------------------------------
                                        Peter B. Pfister

                              /s/ Nora Kerppola                            
                              ---------------------------------------------
                                        Nora Kerppola

                              /s/ Craig Whiting                            
                              ---------------------------------------------
                                        Craig Whiting

                              WEISS, PECK & GREER, as Trustee under
                              Craig Whiting IRA

                              By: /s/ Bert Rodriguez                       
                                  -----------------------------------------
                                        Bert Rodriguez  

                              /s/ Jeffrey Weiss                            
                              ---------------------------------------------
                                        Jeffrey Weiss

                              /s/ Donald F. Gayhardt, Jr.                  
                              ---------------------------------------------
                                        Donald F. Gayhardt, Jr.

                              PEGASUS PARTNERS, L.P.

                              By:(Signature Illegible)                     
                                 ------------------------------------------
                              PAG DOLLAR INVESTORS LLC

                              By:(Signature Illegible)                
                                 -------------------------------------

                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By:/s/ Paul A. Gelburd                       
                                 -------------------------------------
                                        Paul A. Gelburd

                              GHB CHARITABLE TRUST #1

                              By:/s/ George H. Brimhall               
                                 -------------------------------------
                                   Trustee

                              By:/s/ George H. Brinhall               
                                 -------------------------------------
                                   Trustee

                              BANK OF AMERICA ILLINOIS

                              By: /s/ L. Dustin Vincent, III               
                                  ------------------------------------
                                   By: L. Dustin Vincent, III
                                   Its: Managing Director

                              BHF-BANK AKTIENGESELLSCHAFT

                              By: /s/ David Fraenkel                       
                                  ------------------------------------
                                   By: David Fraenkel
                                   Its: Vice President

                              LEHMAN BROTHERS COMMERCIAL PAPER, INC.

                              By: /s/ Dennis J Dee                         
                                  ------------------------------------
                                   By: Dennis J. Dee
                                   Its: Authorized Signitory

                              THE FIRST NATIONAL BANK OF MARYLAND

                              By: (Signature Illegible)                    
                                  ------------------------------------
                                   By:
                                   Its:

                              PILGRIM AMERICA PRIME RATE TRUST

                              By: /s/ Howard Tiffen                        
                                  ------------------------------------
                                   By: Howard Tiffen
                                   Its: Sr. Vice President

                                 /s/ Kenneth J. Hanau                    
                                 -------------------------------------
                                 Kenneth J. Hanau

                                 /s/ Robert Teeter                       
                                 -------------------------------------
                                 Robert Teeter

                                   SCHEDULE I
                                        
                          INDIVIDUAL FUND SHAREHOLDERS

     Wesley W. Lang, Jr.
     Stephen N. Hutchinson
     Peter B. Pfister
     Nora Kerppola
     Craig Whiting
     Weiss, Peck & Greer, as Trustee under Craig Whiting IRA
     Kenneth J. Hanau
     Robert Teeter

                                   SCHEDULE II
                                        
                                 WARRANT HOLDERS

     Bank of America Illinois
     BHF-Bank Aktiengsellschaft
     The First National Bank of Maryland
     Pilgrim America Prime Rate Trust
     Lehman Commercial Paper Inc.

     NYFS06...:\47\41847\0008\1710\EXHD156W.060 

Basic Info X:

Name: AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Type: Amended and Restated Shareholders Agreement
Date: Jan. 29, 1997
Company: DOLLAR FINANCIAL GROUP INC
State: New York

Other info:

Date:

  • June 30 , 1994
  • June 30 , 1999
  • Saturday
  • Sunday
  • last day of the month
  • first fiscal quarter after the quarter
  • August 8 , 1996

Organization:

  • WPG Corporate Development Associates IV
  • PAG Dollar Investors LLC
  • General Electric Capital Corporation
  • fka Monetary Management Holdings , Inc.
  • MMH Transit Co.
  • Any-Kind Check Cashing Centers , Inc.
  • the Management Shareholder
  • Bank of America National Trust and Savings Association
  • Weiss , Peck & Greer
  • Securities and Exchange Commission
  • General Effect of Agreement
  • Certain Permitted Transfers of Shares
  • Individual Shareholder or Permitted Transferee
  • Requirement of Service
  • Effect of Acceptance of Offer
  • Mandatory Repurchase of Shares in Certain Events
  • Termination of Employment of such Management Shareholder
  • Termination Option Notice
  • Proportionate Number of Shares
  • 3.3 Purchase Price of Shares
  • the Insurance Proceeds
  • Purchase Money Note
  • Exempt Transferee or Permitted Transferee
  • Board Fair Market Value
  • Delayed Purchase Notice
  • deceased Management Shareholder
  • the Purchase Price of Shares
  • Piggyback Registration Rights
  • Shares of Trust
  • Registration of Registrable Securities
  • New York Stock Exchange
  • National Association of Securities Dealers , Inc.
  • NASDAQ National Market System
  • Third Party Offers
  • Transfer of Shares
  • Actions Following Service
  • GE Capital Notice
  • GE Capital Offer
  • Board of Directors Attendance Rights
  • Delaware General Corporation Law
  • Restated Shareholders Agreement
  • Original Shareholders Agreement
  • Financial Statements and Inspection Rights
  • DFG Holdings , Inc. co Dollar Financial Group , Inc.
  • the State of Delaware
  • American Arbitration Association
  • WPG Private Equity Partners
  • Bank of America Illinois BHF-Bank Aktiengsellschaft The First National Bank of Maryland Pilgrim America Prime Rate Trust Lehman Commercial Paper Inc.

Location:

  • New York
  • U.S
  • Preamble
  • Piggyback
  • Transferee
  • United States Mail
  • Berwyn
  • Philadelphia
  • Pennsylvania
  • Delaware
  • Ltd.
  • WEISS
  • L.P.
  • AMERICA ILLINOIS
  • MARYLAND

Money:

  • $ 35,000,000
  • $ 1,600
  • $ 3,000,000
  • $ 120,000,000
  • $ 1,000,000
  • $ 5,000,000
  • $ 500,000

Person:

  • Nora Kerppola s Craig Whiting
  • Bert Rodriguez
  • Jeffrey Weiss
  • Donald F. Gayhardt
  • Paul A. Gelburd
  • George H. Brimhall
  • George H. Brinhall
  • L. Dustin Vincent
  • David Fraenkel
  • Dennis J Dee
  • Dennis J. Dee
  • Howard Tiffen
  • Wesley W. Lang
  • Stephen N. Hutchinson Peter B. Pfister Nora Kerppola Craig Whiting Weiss
  • Kenneth J. Hanau Robert Teeter

Time:

  • 10:00 a.m.

Percent:

  • 33-13 %
  • 95 %
  • 25 %
  • 50 %
  • 90 %