WITNESSETH:

1
EXHIBIT 10.9

XXXXXXX RIVER ASSOCIATES INCORPORATED

STOCK RESTRICTION AGREEMENT

This Stock Restriction Agreement (the "Agreement") is made as of the 17th
day of April, 1998, by and among Xxxxxxx River Associates Incorporated, a
Massachusetts corporation (the "Company"), and the persons whose names and
addresses appear on SCHEDULE A hereto (each, a "Stockholder" and collectively,
the "Stockholders").

WITNESSETH:

WHEREAS, each Stockholder is the record and beneficial owner of the number
of shares of the Company's Common Stock, without par value (the "Common Stock"),
as set forth on SCHEDULE A hereto;

WHEREAS, the Company and the Stockholders are parties to, or are otherwise
bound by, the Exit Agreement dated as of March 2, 1995 (as amended to date, the
"Exit Agreement"), which contains certain restrictions on the ability of the
Stockholders to sell, assign, transfer or otherwise dispose of their respective
shares of Common Stock;

WHEREAS, the Company has filed a registration statement on Form S-1 with
the Securities and Exchange Commission with respect to a proposed initial public
offering of shares of Common Stock;

WHEREAS, in light of the proposed initial public offering and the fact
that the original purpose of certain restrictions and other provisions of the
Exit Agreement will no longer exist from and after the Effective Date (as
defined below), the Company and the Stockholders desire to amend and restate the
Exit Agreement to modify, among other things, the restrictions on the ability of
the Stockholders to sell, assign, transfer and dispose of their respective
shares of Common Stock;

NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Stockholders
hereby agree, and agree to amend and restate the Exit Agreement so that it shall
read in its entirety, as follows:

1. Definitions.

Capitalized terms used but not defined elsewhere in this Agreement shall
have the meanings set forth below:

"Associate" shall mean any director, officer, employee, consultant or
independent contractor of the Company.

"Average EBBA" shall mean the average of EBBA for the two full fiscal
years immediately prior to the fiscal year in which (i) a Sale Event or
Liquidation occurs or (ii) a Former Stockholder shall die.

"Average Rate" shall mean, with respect to any period, a rate equal to the
average of the prime rates of interest published in The Wall Street Journal on
the first business day of such period and the day which is twenty (20) business
days prior to the last business day of such period.

"Book Value" shall mean, as of any date, the Company's book value as shown
on its relevant balance sheet prepared in accordance with GAAP minus any
goodwill carried as an asset on such balance sheet minus any principal amounts
owed by new stockholders of the Company to the Company for the purchase of
Common Stock from the Company.

"Closing Date" shall have the meaning set forth in Section 11(a).

"Commission" shall mean the Securities and Exchange Commission.

"Common Stock" shall have the meaning set forth in the first Whereas
clause hereof.

"Competition" and "Compete" shall mean engaging in or being associated
with any Competitive Business, as determined in the sole discretion of the
Board of Directors of the Company. The Board of Directors, in its sole
discretion, may determine, on a case by case basis, whether a Stockholder's
personal consulting activity or other employment elsewhere is Competition for
purposes of this Agreement; provided, however, employment in a line of business
that the Company affirmatively discontinues shall not be Competition for
purposes of this Agreement. A Pre-Offering Stockholder shall be deemed to be
associated with a Competitive Business if such Pre-Offering Stockholder shall
serve as a director, officer, employee, consultant or independent contractor
of, or shall advise or otherwise perform services for, that business,
regardless of whether the Pre-Offering Stockholder shall receive any
compensation for such service. Notwithstanding the foregoing, a Stockholder may
own, directly or indirectly, solely as an investment, up to one percent (1%) of
any class of "publicly traded securities" of any person or entity that owns a
Competitive Business. For the purposes of this paragraph, the term "publicly
traded securities" shall mean securities that are traded on a national
securities exchange or listed on the Nasdaq National Market or the Nasdaq
SmallCap Market.

"Competition Date" shall mean the date upon which a Stockholder Competes
with the Company, as determined in good faith by the Board of Directors.

"Competitive Business" shall have the meaning set forth in Section 8.

"Contingent Installment Payment" shall have the meaning set forth in
Section 4(b).

"Contingent Pay-Out" shall have the meaning set forth in Section 4(b).

"Defaulting Stockholder" shall have the meaning set forth in Section 9(f).

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"Donee" shall have the meaning set forth in Section 14(a).

"Donee's Pro Rata Portion" shall have the meaning set forth in Section
14(d).

"Donor" shall have the meaning set forth in Section 14(a).

"Donor's Pro Rata Portion" shall have the meaning set forth in Section
14(c).

"EBBA" shall mean, with respect to any period, earnings before bonuses,
variable compensation and amortization of goodwill, if any, determined in
accordance with GAAP, for such period, but excluding any proceeds the Company
might receive under any key man insurance policy the Company may carry on the
life of any Associate.

"Effective Date" shall mean the effective date of the Registration
Statement.

"Effective Time" shall have the meaning set forth in Section 23(a).

"Fair Market Value" shall mean, with respect to the Common Stock, the
closing price per share of Common Stock on the principal United States national
securities exchange on which the Common Stock is listed, or, if the Common Stock
is not listed on any national securities exchange, the closing price per share
of Common Stock on any automated quotation system maintained by the Nasdaq Stock
Market, Inc. (including the Nasdaq National Market and the Nasdaq SmallCap
Market), or, if the Common Stock is not traded on any such automated quotation
system, the average of the last bid and asked prices of the Common Stock on any
over-the-counter market on which the Common Stock is traded, or, if the Common
Stock is not traded on any such over-the-counter market, the value as determined
in good faith by the Board of Directors of the Company.

"Family" shall mean, with respect to any natural person, any other natural
person related by blood, adoption and/or marriage to such natural person. The
Family of any Pre-Offering Stockholder that is a trust shall be the Family of
such Pre-Offering Stockholder's grantor and shall include such grantor. A trust
shall be considered to be for the benefit of members of a person's Family if all
present and future beneficiaries thereof (excluding any remote contingent future
beneficiaries and any permissible appointee under a testamentary power of
appointment) are members of such person's Family.

"Final Fiscal Year" shall have the meaning set forth in Section 4(a).

"First Unrestricted Stock Limit" shall mean, with respect to any
Pre-Offering Stockholder, the number of shares of Pre-Offering Stock that is
equal to fifty percent (50%) of the Pre-Offering Stock held by the Pre-Offering
Stockholder immediately before the Effective Date.

"Fixed Amount" shall have the meaning set forth in Section 4(a).

"Former Purchase Price" shall have the meaning set forth in Section 4.

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"Former Stockholder" shall mean a stockholder who sold Repurchased Shares
to the Company before the Effective Time in accordance with the Exit Agreement.

"Former Stockholder's Death Amount" shall mean, with respect to any Former
Stockholder, (i) any Fixed Amount still due to such Former Stockholder, together
with all interest accrued on such Fixed Amount through the date of such Former
Stockholder's death, plus (ii) 25% of the Average EBBA multiplied by such Former
Stockholder's Percentage Interest multiplied by the number of Contingent
Installment Payments that would have been remaining in such Former Stockholder's
Contingent Pay-Out had such Former Stockholder's death not occurred.

"GAAP" shall mean United States generally accepted accounting principles
consistently applied.

"Gift Stock" shall have the meaning set forth in Section 14(a).

"Gift Transfer" shall have the meaning set forth in Section 14(a).

"Initial Restriction Period" shall mean the two-year period commencing on
the Effective Date and ending on the second anniversary thereof.

"Liquidation" shall mean the dissolution or winding up of the Company in
accordance with the laws of The Commonwealth of Massachusetts.

"Option Shares" shall have the meaning set forth in Section 11(a).

"Pay-Out Period" shall have the meaning set forth in Section 4(b).

"Percentage Interest" shall mean, with respect to any Former Stockholder
and any Prior Repurchase Date, a fraction, the numerator of which shall be the
number of Repurchased Shares repurchased from such Former Stockholder on such
Prior Repurchase Date and the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to such Prior
Repurchase Date.

"Pre-Offering Stock" shall mean all shares of Common Stock issued and
outstanding and held of record as set forth on SCHEDULE A hereto. In the event
that any Pre-Offering Stockholder shall, after the execution of this Agreement
but prior to the Effective Time, transfer any shares of Pre-Offering Stock with
the consent of the Board of Directors, SCHEDULE A shall be automatically amended
to reflect such transfer and each transferee of such shares of Pre-Offering
Stock shall be deemed a Pre-Offering Stockholder hereunder for all purposes.

"Pre-Offering Stockholder" shall mean any holder of record of Pre-Offering
Stock.

"Price Adjustment Amount" shall have the meaning set forth in Section
4(c).

"Prior Repurchase Date" shall mean, with respect to any Former
Stockholder, the date on which the Company shall have repurchased Repurchased
Shares from such Former Stockholder.

"Prohibited Transfer" shall have the meaning set forth in Section 9(f).

"Purchase Amount" shall have the meaning set forth in Section 10(c).

"Purchase Price" shall have the meaning set forth in Section 10(d).

"Registration Statement" shall mean the Registration Statement on Form S-1
(File Number 333-46941) filed by the Company with the Commission under the
Securities Act.

"Relevant Party" shall have the meaning set forth in Section 19(a).

"Repurchased Excess Shares" shall mean, with respect to any Former
Stockholder, the number of shares of Common Stock repurchased by the Company
from such Former Stockholder and set forth under the heading "Repurchased Excess
Shares" on SCHEDULE B.

"Repurchased Shares" shall mean, with respect to any Former Stockholder,
the number of shares of Common Stock repurchased by the Company from such Former
Stockholder (including Repurchased Excess Shares) pursuant to the Exit Agreement
prior to the Effective Time, as set forth under the heading "Total Repurchased
Shares" on SCHEDULE B. In the event that the Company shall repurchase shares of
Common Stock pursuant to the Exit Agreement after the execution of this
Agreement but prior to the Effective Time or pursuant to Section 10(f), SCHEDULE
B shall be automatically amended to reflect such repurchase and the seller of
such Common Stock shall be deemed a Former Stockholder hereunder for all
purposes.

"Repurchase Notice" shall have the meaning set forth in Section 11(a).

"Sale Event" shall mean the sale or other disposition of all or
substantially all of the assets or business of the Company, whether by asset
transfer, stock transfer, merger, combination or otherwise.

"Sale/Liquidation Amount" shall mean, with respect to any Former
Stockholder, (i) any Fixed Amount still due to such Former Stockholder, together
with all interest accrued on such Fixed Amount through the closing date of such
Sale Event or Liquidation, plus (ii) the product of 25% of the Average EBBA,
multiplied by such Former Stockholder's Percentage Interest, multiplied by the
number of Contingent Installment Payments that would have been remaining in such
Former Stockholder's Contingent Pay-Out if such Sale Event or Liquidation had
not occurred.

"Second Unrestricted Stock Limit" shall mean, with respect to any
Pre-Offering Stockholder, the number of shares of Pre-Offering Stock that is
equal to thirty percent (30%) of the Pre-Offering Stock held by the Pre-Offering
Stockholder immediately before the Effective Date.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Separation Date" shall mean, with respect to any Former Stockholder or
Pre-Offering Stockholder, the date on which such Former Stockholder or
Pre-Offering Stockholder ceased or shall cease to be an Associate for any
reason, as determined in good faith by the Company's Board of Directors, or in
the case of the death of a Former Stockholder, the date of death of such Former
Stockholder.

"Separation Notice" shall mean a written notice from the Company to a
Former Stockholder or Pre-Offering Stockholder specifying the date as of which
such Former Stockholder or Pre-Offering Stockholder ceased to be an Associate
for any reason as determined in good faith by the Board of Directors.

"Separation Period" shall mean, with respect to any Pre-Offering
Stockholder, the period commencing on such Pre-Offering Stockholder's Separation
Date and ending 90 days after such Separation Date.

"Separation Year" shall have the meaning set forth in Section 4(a).

"Stock Plan" shall mean that certain Stock Distribution and Redemption
Plan of the Company, dated December 12, 1986, as amended on February 16, 1987,
April 12, 1988, November 4, 1988 and September 22, 1992.

"Transfer" shall mean directly or indirectly sell, assign, contract or
grant any option to sell (including without limitation any short sale), pledge,
transfer or otherwise dispose of, whether by act of such Pre-Offering
Stockholder (or such Pre-Offering Stockholder's legal representative) or by
operation of law.

2. Change of Name of Agreement. The Exit Agreement, as amended and
restated hereby, shall hereafter be referred to as the "Stock Restriction
Agreement."

3. Termination of Stock Plan. By execution of this Agreement, the
Company hereby terminates the Stock Plan. Each Stockholder understands and
agrees that by executing this Agreement, such Stockholder waives any and all
rights such Stockholder may have had under the Stock Plan.

4. Payments to Former Stockholders. After the Effective Time, the
Company shall pay the Former Stockholders their respective remaining portions of
the Former Purchase Price for the Repurchased Shares. The "Former Purchase
Price" shall equal:

(a) an amount (the "Fixed Amount") equal to (i) the Book Value as
of the last day of the Company's fiscal year (the "Final Fiscal Year") ended
immediately prior to the year in which the applicable Former Stockholder's
Separation Date occurred multiplied by such Former Stockholder's Percentage
Interest plus (ii) such Former Stockholder's Percentage Interest multiplied by
the Company's net income or loss recorded in accordance with GAAP for the fiscal
year in which such Former Stockholder's Separation Date occurred (the
"Separation Year") multiplied by a fraction, the numerator of which shall be the
number of days from the first day of the Separation

Year through such Stockholder's Separation Date and the denominator of which
shall be 365, minus any dividends paid to such Former Stockholder (including,
without limitation, dividends for the payment of such Former Stockholder's taxes
on such Former Stockholder's proportionate share of such net income or loss)
after the close of the Final Fiscal Year and not reflected in the Company's Book
Value as of the end of such Final Fiscal Year. Except as otherwise provided in
this Agreement, the Fixed Amount will be paid by the Company in three equal
annual installments with interest on the balance compounded annually at the
Average Rate with the first such installment due on the later of (x) April 1 of
the year following the Separation Year and (y) the first anniversary of the
Prior Repurchase Date, and the remaining installments due on the second and
third anniversaries of the Prior Repurchase Date; and

(b) an amount (the "Contingent Pay-Out") equal to the applicable
Former Stockholder's Percentage Interest multiplied by 25% of the Company's EBBA
for each of five fiscal years (the "Pay-Out Period") commencing with the fiscal
year in which the repurchase is made. Except as otherwise provided in this
Agreement, the Contingent Pay-Out shall be paid by the Company in five annual
installments (each a "Contingent Installment Payment") commencing on April 1 of
the fiscal year following the fiscal year in which the repurchase is made; and

(c) an amount (the "Price Adjustment Amount") equal to (i) the
amount per share of any cash dividend such Former Stockholder would have
received from the Company for the payment of such Former Stockholder's income
taxes on such Former Stockholder's proportional share of the Company's income
with respect to such Former Stockholder's Separation Year had such Former
Stockholder continued to be a stockholder of the Company on the date such
dividend was declared by the Company, multiplied by (ii) the number of such
Former Stockholder's Repurchased Shares, multiplied by (iii) a fraction, the
numerator of which shall be the number of days from the first day of such
Separation Year through such Former Stockholder's Separation Date and the
denominator of which shall be 365; such Price Adjustment Amount to be paid on
April 1 of the year following the Separation Year.

5. Cap on Payments. Notwithstanding Section 4 hereof, unless this
limitation is waived by the Company, the aggregate of all payments made in any
fiscal year to Former Stockholders for the repurchase of Repurchased Shares
(other than payments made under Section 6 and payments made under Section 7)
shall not exceed (i) 15 percent of EBBA in the immediately preceding fiscal year
plus (ii) any amounts contributed to the capital of the Company by new
stockholders or by existing Stockholders expanding their equity interest in the
Company in the immediately preceding fiscal year. If by reason of this
limitation, funds available to make payments to Former Stockholders for
Repurchased Shares are less than the aggregate amount of all such payments due
with respect to any fiscal year, payments shall first be made to cover interest
on the Fixed Amounts due with respect to Repurchased Excess Shares, then to
cover the Fixed Amounts due with respect to Repurchased Excess Shares, then to
cover Contingent Installment Payments due with respect to Repurchased Excess
Shares, then to cover interest on the Fixed Amounts due on Repurchased Shares
other than Repurchased Excess Shares, then to cover Fixed Amounts due with
respect to Repurchased Shares other than Repurchased Excess Shares and the
remainder to cover Contingent Installment Payments due with respect to
Repurchased Shares other than Repurchased Excess Shares. Payments made in the
order of priority described in the preceding sentence shall be made

in direct chronological order with the oldest deferred amounts in any priority
category being paid first. Interest will accrue at the Average Rate on any
portion of any payment not paid when due, and shall be payable to each Former
Stockholder on the next anniversary of such Former Stockholder's Prior
Repurchase Date on which funds are available to make such payments in accordance
with this Agreement (including, without limitation, this Section 5).

6. Payments to Former Stockholders following a Sale Event or
Liquidation.

(a) Notwithstanding Section 4 of this Agreement, upon the
occurrence of a Sale Event or Liquidation, in lieu of the payments that would
otherwise have been due to each Former Stockholder with respect to his or her
Repurchased Shares, the Company shall pay each such Former Stockholder on the
closing date of such Sale Event or Liquidation such Former Stockholder's
Sale/Liquidation Amount.

(b) Pre-Offering Stockholders who hold Pre-Offering Stock at the
time of a Sale Event or Liquidation shall receive any distributions to which
they may be entitled in the ordinary course as a stockholder of the Company on
account of such Sale Event or Liquidation.

(c) Upon payment by the Company of the Sale/Liquidation Amount or
the distribution under Section 6(b), or both, as the case may be, the Company's
obligations under this Agreement shall cease and the applicable Former
Stockholder or Pre-Offering Stockholder shall have no further recourse against
the Company hereunder.

7. Payments to Former Stockholders Upon Death.

(a) Notwithstanding Section 4 of this Agreement, if a Former
Stockholder shall die, in lieu of any remaining payments such Former Stockholder
would have received for the repurchase of such Former Stockholder's Repurchased
Shares, such Former Stockholder's legal representative shall receive such Former
Stockholder's Death Amount.

(b) Upon payment of the Former Stockholder's Death Amount, the
Company's obligations under this Agreement shall cease and the Former
Stockholder's legal representative shall have no further recourse against the
Company hereunder.

8. Competition by Former Stockholder. Unless this limitation is waived
by the Company, notwithstanding any other provision of this Agreement, any
Former Stockholder who (i) is not an Associate as determined in good faith by
the Company's Board of Directors, and (ii) is still entitled to all or any
portion of such Former Stockholder's Contingent Pay-Out, and (iii) engages in a
business competitive directly or indirectly, in whole or in part, with the
Company's business (a "Competitive Business"), shall after the "Competition
Date" (as hereinafter defined) lose all right to receive the following with
respect to all Repurchased Shares repurchased by the Company from such Former
Stockholder other than Repurchased Excess Shares: (i) such Former Stockholder's
remaining Contingent Installment Payments and (ii) the portion of such Former
Stockholder's Sale/Liquidation Amount and Former Stockholder Death Amount based
upon a percentage of Average EBBA.

9. Restrictions on Transfer. During the term of this Agreement, no
Pre-Offering Stockholder may Transfer any Pre-Offering Stock except as follows:

(a) During the Initial Restriction Period, no Pre-Offering
Stockholder shall Transfer any shares of Pre-Offering Stock, except that any
Pre-Offering Stockholder may Transfer up to 15% of such Pre-Offering
Stockholder's Pre-Offering Stock pursuant to one or more registration statements
declared effective by the Commission under the Securities Act. Nothing in this
Agreement shall be construed to entitle any Pre-Offering Stockholder to include
any shares of Common Stock in any such registration statement.

(b) After the Initial Restriction Period, each Pre-Offering
Stockholder shall be entitled to Transfer shares of such Pre-Offering
Stockholder's Pre-Offering Stock until such Pre-Offering Stockholder's
remaining holdings of Pre-Offering Stock shall equal the First Unrestricted
Stock Limit.

(c) In the period commencing immediately after the fifth
anniversary of the Effective Date and ending on the seventh anniversary of the
Effective Date, each Pre-Offering Stockholder shall be entitled to Transfer
shares of such Pre-Offering Stockholder's Pre-Offering Stock until such
Pre-Offering Stockholder's remaining holdings of Pre-Offering Stock shall equal
the Second Unrestricted Stock Limit.

(d) After the seventh anniversary of the Effective Date, each
Pre-Offering Stockholder shall be entitled, in any 12-month period, to Transfer
an amount of Pre-Offering Stock equal to the greater of (i) one-third of the
Pre-Offering Stock held by such Pre-Offering Stockholder immediately after the
seventh anniversary of the Effective Date and (ii) ten percent (10%) of the Pre-
Offering Stock held by such Pre-Offering Stockholder immediately before the
Effective Date.

(e) Notwithstanding any other provision of this Section 9, a
Pre-Offering Stockholder shall not be entitled to Transfer any shares of such
Pre-Offering Stockholder's Pre-Offering Stock during such Pre-Offering
Stockholder's Separation Period and for 30 days thereafter if such Transfer
would cause such Pre-Offering Stockholder's remaining holdings of Pre-Offering
Stock to be less than the relevant Purchase Amount (as defined below).

(f) In the event of a purported Transfer of shares of Pre-Offering
Stock by a Pre-Offering Stockholder (or Pre-Offering Stockholder's legal
representative) (a "Defaulting Stockholder") in violation of this Section 9 (a
"Prohibited Transfer"), such Prohibited Transfer shall be null and void, such
Prohibited Transfer shall not be recognized on the books and records of the
Company, and the Defaulting Stockholder shall retain the right to vote and
receive distributions.

(g) In the event of a Prohibited Transfer, the Company may, in its
sole discretion, repurchase all of the Pre-Offering Stock held by the Defaulting
Stockholder by delivering to such Defaulting Stockholder a Repurchase Notice and
paying the Purchase Price (as hereinafter defined) in accordance with Sections
10 and 11 hereof.

10. Repurchase Rights upon Separation from the Company.

(a) If any Pre-Offering Stockholder shall cease for any reason
(other than the reasons set forth in Section 16) to be an Associate, as
determined in good faith by the Board of Directors of the Company, the Company
shall deliver a Separation Notice to such Pre-Offering Stockholder not later
than 30 days after such determination; provided, however, that the failure to
deliver a Separation Notice shall not affect the Company's rights under this
Section 10. The Separation Notice shall specify such Pre-Offering Stockholder's
Separation Date. A Pre-Offering Stockholder may be deemed to have ceased to be
an Associate if the Pre-Offering Stockholder shall fail to work for the Company
or devote time to the Company's business in accordance with the Company's
expectations for persons similarly situated.

(b) At any time during a Pre-Offering Stockholder's Separation
Period, the Company shall have the option to repurchase up to the Purchase
Amount (as hereinafter defined) of such Pre-Offering Stockholder's Pre-Offering
Stock at a price per share equal to the applicable Purchase Price (as
hereinafter defined).

(i) if such Pre-Offering Stockholder's Separation Date shall
occur on or before the Effective Date, all of such Pre-Offering
Stockholder's Pre-Offering Stock;

(ii) if such Pre-Offering Stockholder's Separation Date shall
occur in the period commencing immediately after the Effective Date and
ending on or before the second anniversary of the Effective Date, 85% of
such Pre-Offering Stockholder's Pre-Offering Stock;

(iii) if such Pre-Offering Stockholder's Separation Date shall
occur in the period commencing immediately after the second anniversary of
the Effective Date and ending on or before the fifth anniversary of the
Effective Date, such Pre-Offering Stockholder's First Unrestricted Stock
Limit;

(iv) if such Pre-Offering Stockholder's Separation Date shall
occur in the period commencing immediately after the fifth anniversary of
the Effective Date and ending on the seventh anniversary of the Effective
Date, such Pre-Offering Stockholder's Second Unrestricted Stock Limit;

(v) if such Pre-Offering Stockholder's Separation Date shall
occur after the seventh anniversary of the Effective Date, all
Pre-Offering Stock held by the Pre-Offering Stockholder on such
Pre-Offering Stockholder's Separation Date, up to the maximum amount which
the Pre-Offering Stockholder shall not have been not permitted to sell on
such Pre-Offering Stockholder's Separation Date pursuant to Section 9(d)
hereof.

(d) With respect to any Pre-Offering Stockholder, the Purchase
Price shall equal:

(i) in the case of a Pre-Offering Stockholder who shall
retire (other than retirement for disability in accordance with Section
16) after the fifth anniversary of the Effective Date, ninety-five (95%)
of the Fair Market Value of the Common Stock on the Pre-Offering
Stockholder's Separation Date;

(ii) except as provided in Section 10(d)(i), in the case of a
Pre-Offering Stockholder who shall not Compete with the Company, seventy
percent (70%) of the Fair Market Value of the Common Stock on the
Pre-Offering Stockholder's Separation Date; and

(iii) in the case of a Pre-Offering Stockholder who shall
Compete with the Company at any time prior to the third anniversary of
such Pre-Offering Stockholder's Separation Date, forty percent (40%) of
the lower of (A) the Fair Market Value of the Common Stock on the
Pre-Offering Stockholder's Separation Date and (B) the lowest Fair Market
Value of the Common Stock in the period commencing on the Separation Date
and ending on the fourteenth day following the date on which the
Pre-Offering Stockholder shall first Compete with the Company.

(e) The Purchase Price shall be payable in three equal annual
installments, the first of which shall be paid on the first anniversary of the
Pre-Offering Stockholder's Separation Date, and shall bear interest at the
Average Rate. If the Pre-Offering Stockholder shall Compete with the Company at
any time prior to the third anniversary of the Pre-Offering Stockholder's
Separation Date, the Purchase Price will be reduced to that set forth in Section
10(d)(iii) hereof, the remaining installments shall be adjusted accordingly, and
the Pre-Offering Stockholder shall repay to the Company any amounts received in
excess of the installments that the Pre-Offering Stockholder would have received
if Section 10(d)(iii) hereof had applied and Section 10(d)(i) or Section
10(d)(ii), as the case may be, had not applied, together with interest
compounded annually at the Average Rate (accrued from the respective date or
dates on which such excess amounts were received by the Pre-Offering
Stockholder). To the extent that the Pre-Offering Stockholder shall owe the
Company any portion of the purchase price of any shares of Common Stock or any
other amount, the Company shall have the right to offset such amount (whether or
not such amount shall then be due and payable to the Company) against any
installment of the Purchase Price.

(f) Notwithstanding anything to the contrary in Section 10(d) or
Section 10(e), if a Pre-Offering Stockholder's Separation Date shall occur on or
before the Effective Date, (i) the Purchase Price shall be the Former Purchase
Price, (ii) such Former Purchase Price shall be payable in accordance with
Section 4, and (iii) for purposes of this Agreement, unless the context
otherwise requires, such Pre-Offering Stockholder shall be deemed a Former
Stockholder and the shares of Common Stock repurchased by the Company pursuant
to this Section 10 shall be deemed Repurchased Shares.

(g) Notwithstanding anything to the contrary in this Section 10,
if a Pre-Offering Stockholder shall retire (other than retirement for disability
in accordance with Section 16) after the fifth anniversary of the Effective
Date, at any time during a Pre-Offering Stockholder's Separation Period, the
Company and such Pre-Offering Stockholder may agree, subject to the provisions
of

Section 9(e), to extend such Pre-Offering Stockholder's Separation Period until
90 days after such Pre-Offering Stockholder shall notify the Company in writing
that such Pre-Offering Stockholder desires to terminate such Pre-Offering
Stockholder's Separation Period.

11. Repurchase Procedures.

(a) To exercise the repurchase option set forth in Section 10 with
respect to any Pre-Offering Stockholder, the Company shall deliver to such
Pre-Offering Stockholder (or in the case of death such Pre-Offering
Stockholder's legal representative), at any time during the Separation Period, a
written notice (the "Repurchase Notice") stating that the Company shall exercise
its repurchase option. The Repurchase Notice shall specify (i) the number of
shares to be repurchased (the "Option Shares"), (ii) the Purchase Price at the
time of the Repurchase Notice and (iii) a closing date for the repurchase (the
"Closing Date"), which shall not be later than 30 days after the date of the
Repurchase Notice.

(b) A closing with respect to the repurchase of any shares of
Pre-Offering Stock shall take place at the Company's principal executive offices
at 10:00 a.m. on the Closing Date. On the Closing Date, the Pre-Offering
Stockholder (or in the case of death such Pre-Offering Stockholder's legal
representative) shall sell, and the Company shall purchase, the Option Shares in
accordance with the terms of this Agreement. At the closing, the Pre-Offering
Stockholder (or in the case of death such Pre-Offering Stockholder's legal
representative) shall deliver to the Company certificates representing the
Option Shares duly endorsed in blank or with blank stock powers sufficient to
permit transfer attached. All of the Option Shares shall be conveyed to the
Company free and clear of all security interests, liens, claims, pledges and
encumbrances of any kind, and the Pre-Offering Stockholder shall provide to the
Company a written certificate to that effect, which certificate shall be in such
form as the Company shall reasonably request.

(c) Except as otherwise provided in this Agreement, the Option
Shares and all voting rights, rights to receive cash dividends, including
without limitation cash liquidating dividends, and other rights incident to the
ownership of the Option Shares shall be deemed transferred to the Company on the
Closing Date.

12. Subordination. The Company's obligations to make all payments
hereunder shall be subordinate to the Company's debt obligations to any lender.
Interest will accrue at the Average Rate on any portion of any payment not paid
when due by reason of this limitation, and such payment shall be payable
thereafter as soon as funds are available to make such payment. Upon request,
each Former Stockholder and each Pre-Offering Stockholder shall confirm this
relationship to any lender of the Company in a form reasonably required by such
lender.

13. No Insolvency. Notwithstanding any other provision of this
Agreement, no payment shall be made hereunder if making such payment would
render the Company insolvent, would be unlawful or could reasonably be expected
to give rise to personal liability for any director, any Former Stockholder or
any Pre-Offering Stockholder. Interest will accrue at the Average Rate on any
portion of any payment not paid when due by reason of this limitation, and such
payment shall be payable thereafter as soon as funds are available to make such
payment.

14. Transfer by Gift of Pre-Offering Stock.

(a) Notwithstanding the provisions of Section 9 hereof, a
Pre-Offering Stockholder (a "Donor") may, with the written consent of the Board
of Directors (which consent may be withheld for any reason and which may be
subject to such conditions as the Board of Directors shall impose), Transfer at
any time after the Effective Date any amount of Pre-Offering Stock (the "Gift
Stock") by gift (a "Gift Transfer") to any member of the Pre-Offering
Stockholder's Family or to a trust for the benefit of the Pre-Offering
Stockholder and/or such Family members (each, a "Donee"), provided that such
Gift Transfer shall comply with all of the terms of this Section 14. A
distribution or other Transfer by a Pre-Offering Stockholder that is a trust to
any trust or other person eligible to be a Donee under this section shall
constitute a Gift Transfer. As a condition precedent to any such Gift Transfer,
each Donee shall agree to be bound by the terms of this Agreement as if such
Donee were a Pre-Offering Stockholder and shall execute and deliver to the
Company a written agreement to that effect in such form as the Company shall
require. Upon the receipt by the Company of such written agreement executed by
the Donee, SCHEDULE A shall be automatically amended to reflect the Gift
Transfer, listing the name and address of the Donee and the number of shares of
Gift Stock held by the Donee, and such Donee shall thereafter be deemed a
Pre-Offering Stockholder hereunder for all purposes.

(b) Immediately after any Gift Transfer, (i) the Donor shall be
deemed to have held, immediately before the Effective Date, the Donor's Pro Rata
Portion (as defined hereinafter) of the number of shares of Pre-Offering Stock
held (or deemed held) by the Donor immediately before the Effective Date, and
(ii) the Donee shall be deemed to have held, immediately before the Effective
Date, in addition to any shares of Pre-Offering Stock held (or deemed held) by
the Donee immediately before the Effective Date, the Donee's Pro Rata Portion
(as defined hereinafter) of the number of shares of Pre-Offering Stock held (or
deemed held) by the Donor immediately before the Effective Date. If the Gift
Transfer shall occur after the seventh anniversary of the Effective Date, (i)
the Donor shall be deemed to have held, immediately after the seventh
anniversary of the Effective Date, the Donor's Pro Rata Portion of the number of
shares of Pre-Offering Stock held (or deemed held) by the Donor immediately
after the seventh anniversary of the Effective Date, and (ii) the Donee shall be
deemed to have held, immediately after the seventh anniversary of the Effective
Date, in addition to any shares of Pre-Offering Stock held (or deemed held) by
the Donee immediately after the seventh anniversary of the Effective Date, the
Donee's Pro Rata Portion of the number of shares of Pre-Offering Stock held (or
deemed held) by the Donor immediately after the seventh anniversary of the
Effective Date.

(c) With respect to any Gift Transfer, a "Donor's Pro Rata
Portion" of a number shall equal the product of that number and a fraction, the
numerator of which is the number of shares of Pre-Offering Stock held by the
Donor immediately after the Gift Transfer, and the denominator of which is the
total number of shares of Pre-Offering Stock held by the Donor immediately
before the Gift Transfer.

(d) With respect to any Gift Transfer, a "Donee's Pro Rata
Portion" of a number shall equal the product of that number and a fraction, the
numerator of which is the number of shares

of Gift Stock received by the Donee from the Donor, and the denominator of which
is the total number of shares of Pre-Offering Stock held by the Donor
immediately before the Gift Transfer.

15. Additional Restrictions on Transfer.

(a) All transfer restrictions and rights of the Company set forth
in this Agreement, the Company's Articles of Organization in effect from time to
time, or otherwise applicable to shares of capital stock of the Company, shall
be cumulative. No provision of this Agreement shall be deemed to terminate,
amend or limit in any manner whatsoever any transfer restriction, right of first
refusal or other provision of the Company's Articles of Organization in effect
from time to time, or any other agreement or applicable law to which the Company
or its capital stock may be subject from time to time. To the extent any
provision of this Agreement is or becomes inconsistent with any provision of the
Company's Articles of Organization in effect from time to time, the Articles of
Organization shall govern.

(b) The provisions of this Agreement are in addition to any
restrictions imposed by any lock-up agreements that may be required by the
underwriters of any public offering registered by the Company under the
Securities Act. Each Pre-Offering Stockholder hereby agrees to be bound by any
such lock-up agreement and, upon the request of the Company or such
underwriters, to execute and deliver a separate lock-up agreement in such form
as the Company or such underwriters shall request, provided that the
restrictions imposed by any such lock-up agreement shall terminate not later
than 180 days after the closing date of the related public offering.

16. Termination of Restrictions. All restrictions on the Transfer of
Pre-Offering Stock imposed by this Agreement shall terminate with respect to a
Pre-Offering Stockholder upon the earlier to occur of (a) the death of the
Pre-Offering Stockholder and (b) the retirement for disability of the
Pre-Offering Stockholder in accordance with Company's retirement policies in
effect at the time of such retirement, as determined in good faith by the Board
of Directors of the Company.

17. Waiver of Restrictions. The Company's Board of Directors may waive
any provision of this Agreement for the Company's benefit for any reason and may
impose such conditions on the grant of any waiver as the Board of Directors
shall deem necessary or appropriate. No waiver granted to a Pre-Offering
Stockholder shall entitle any other Pre-Offering Stockholder (or the same
Pre-Offering Stockholder) to the same or a similar waiver.

18. Delegation of Authority. The Board of Directors of the Company may
delegate any of its power or authority under this Agreement to the Compensation
Committee of the Board of Directors or to any other duly authorized committee of
the Board of Directors.

19. Non-Associate Pre-Offering Stockholders.

(a) The Pre-Offering Stockholders listed on SCHEDULE C hereto are
not Associates of the Company on the Effective Date. However, the parties
acknowledge and agree that each such non-Associate Pre-Offering Stockholder
shall be treated as though such non-Associate Pre-Offering Stockholder were an
Associate hereunder for so long as the person whose name is listed next to such

non-Associate Pre-Offering Stockholder's name on SCHEDULE C (such non-Associate
Pre-Offering Stockholder's "Relevant Party") is an Associate.

(b) In the event that any Donor with respect to whom the
restrictions imposed by this Agreement shall not have terminated pursuant to
Section 16 or lapsed upon expiration of such Donor's Separation Period (or the
Separation Period of another predecessor in title) shall make any Gift Transfer
pursuant to Section 14, SCHEDULE C shall be revised to include such Donor's
Donee and shall list such Donor as the Donee's Relevant Party (or, if such Donor
shall have become a Pre-Offering Stockholder by means of one or more Gift
Transfers, the Donee's Relevant Party shall be the Donee's closest predecessor
in title who shall be an Associate or whose Separation Period shall not have
lapsed).

(c) For purposes of this Agreement, (i) a non-Associate
Pre-Offering Stockholder shall be deemed to have ceased to be an Associate when
such non-Associate Pre-Offering Stockholder's Relevant Party shall have ceased
to be an Associate, (ii) a non-Associate Pre-Offering Stockholder shall be
deemed to Compete with the Company when such non-Associate Pre-Offering
Stockholder's Relevant Party shall Compete with the Company, (iii) such
non-Associate Pre-Offering Stockholder's retirement for disability shall be
deemed to occur on the retirement for disability of such non-Associate
Pre-Offering Stockholder's Relevant Party, and (iv) such non-Associate
Pre-Offering Stockholder's death shall be deemed to occur on the earlier of the
death of such non-Associate Pre-Offering Stockholder or such non-Associate
Pre-Offering Stockholder's Relevant Party.

20. Jointly Held Pre-Offering Stock. If Pre-Offering Stock shall be held
jointly by two or more persons, such persons shall be jointly referred to herein
as a "Pre-Offering Stockholder." Such Pre-Offering Stockholder shall be deemed
an Associate for so long as any one of the persons jointly holding the
Pre-Offering Stock shall be an Associate. The death or retirement for disability
of such Pre-Offering Stockholder shall be deemed to occur only on the death or
retirement for disability of the one of the persons jointly holding the
Pre-Offering Stock who was an Associate.

21. Stock Options. Shares of Common Stock acquired by a Pre-Offering
Stockholder upon the exercise of stock options shall not be subject to the
restrictions on Pre-Offering Stock imposed by this Agreement unless the Board of
Directors shall in its sole discretion determine otherwise. The Board of
Directors shall not be required to make uniform or consistent determinations
regarding the imposition of restrictions on any shares of Common Stock so
acquired.

22. Application of Dividend Payments. Each Pre-Offering Stockholder
understands and agrees that the Company shall apply the entire amount of any
dividends declared after December 31, 1997 that are payable to such Pre-Offering
Stockholder toward the satisfaction of any amounts payable now or hereafter by
such Pre-Offering Stockholder (i) to the Company pursuant to one or more stock
purchase agreements by and between the Company and such Pre-Offering
Stockholder, and/or (ii) pursuant to the Stock Purchase Agreement dated as of
March 2, 1995 by and among certain of the Pre-Offering Stockholders and the
other persons named on SCHEDULE A and SCHEDULE B thereto. Any such dividends in
excess of the amounts so payable shall be paid to the Pre-Offering Stockholder
in accordance with the Company's usual practice.

23. Effective Time; Termination.

(a) This amendment and restatement of the Exit Agreement shall
become effective (the "Effective Time") as of the Effective Date, except that
Sections 22 through 34 (and any definitions used therein) shall become effective
upon the execution and delivery of this amendment and restatement of the Exit
Agreement. Until the Effective Time, the Exit Agreement, as in effect
immediately prior to the execution and delivery of this amendment and
restatement of the Exit Agreement, shall continue in full force and effect in
accordance with its terms. If the Effective Date shall not have occurred on or
before July 31, 1998, this amendment and restatement of the Exit Agreement may
be terminated by the Company by the affirmative vote of a majority of the
directors then in office, in which case the Exit Agreement, as in effect
immediately prior to the execution and delivery of this amendment and
restatement of the Exit Agreement, shall be reinstated and shall continue in
full force and effect in accordance with its terms as if this amendment and
restatement of the Exit Agreement had never been executed and delivered.

(b) If this amendment and restatement of the Exit Agreement shall
have become effective, this amendment and restatement of the Exit Agreement
shall terminate upon the tenth anniversary of the Effective Date and may be
earlier terminated by the Company by the affirmative vote of a majority of the
directors then in office; provided, however, that the Company's obligation to
make payments hereunder shall survive any such termination.

24. Amendment; Waiver. Except as otherwise provided herein, this
Agreement may be amended, and any provision hereof may be waived, only by the
written consent of the Company and the holders of two-thirds of the shares of
Common Stock listed on SCHEDULE A and held by the parties hereto on the date of
such amendment or waiver; provided, however, that no such amendment or waiver
shall apply to any non-Associate Pre-Offering Stockholder that has received or
shall have received shares of Pre-Offering Stock as a result of one or more
Transfers from another Pre-Offering Stockholder unless (i) such amendment or
waiver shall have been approved with the written consent of the holders of
two-thirds of the shares of Common Stock listed on SCHEDULE A and held by the
parties hereto, other than such non-Associate Pre-Offering Stockholder's
Relevant Party, on the date of such amendment or waiver and (ii) within three
business days of the earlier of (A) the date on which the Company shall give
notice to such non-Associate Pre-Offering Stockholder that such amendment or
waiver shall have been approved or (B) the date on which such amendment or
waiver is first submitted to such non-Associate Pre-Offering Stockholder for
such non-Associate Pre-Offering Stockholder's written consent, the Company
shall not have received a written notice (a "Refusal Notice") from such
non-Associate Pre-Offering Stockholder to the effect that such non- Associate
Pre-Offering Stockholder refuses to be bound by such amendment or waiver. If
such amendment or waiver shall have been approved in accordance with clause (i)
of this Section 24, any such non-Associate Pre-Offering Stockholder that shall
have delivered a Refusal Notice to the Company may be deemed at any time
thereafter to have ceased to be an Associate.

25. Governing Law; Arbitration.

(a) This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.

(b) Any dispute, controversy or claim arising out of or relating
to this Agreement, including, without limitation, the breach, termination or
invalidity thereof, shall be finally settled by arbitration according to the
Commercial Rules of the American Arbitration Association. Such arbitration shall
be conducted in Boston, Massachusetts, or such other place as the parties to
such arbitration shall mutually select, before a tribunal composed of one or
more arbitrators as the parties to such arbitration shall mutually agree. The
award or decision made by the arbitrator(s) shall be binding upon the parties to
such arbitration; provided, however, the parties hereto waive any rights to
damages in the nature of punitive, exemplary or statutory damages in excess of
compensatory damages, and the arbitrator(s) is/are hereby divested of any power
to award damages in the nature of punitive, exemplary or statutory damages in
excess of compensatory damages hereunder. Judgment upon any such award or
decision may be entered in and enforced by any court of competent jurisdiction.
Each party shall bear its own costs of such arbitration, including, without
limitation, its own attorneys' fees.

26. Integration. This Agreement constitutes the entire Agreement of the
parties hereto with respect to the subject matter hereof and, except as
otherwise provided herein, supersedes all prior agreements and understandings,
written or oral, among them with respect to the subject matter hereof.

27. Notices.

(a) All notices and communications hereunder given or made by any
party hereto shall be in writing and shall be deemed sufficiently given if
delivered personally or if sent by registered or certified mail, return receipt
requested, by nationally recognized overnight delivery service, or by telecopier
with confirmation of transmission as follows:

If to the Company, to:

Xxxxxxx River Associates Incorporated
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President

If to a Stockholder, to:

the address of such Stockholder listed on SCHEDULE A hereto.

(b) Any change by any party in any such address shall be made by
such notice to the other parties.

28. Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns. Except as otherwise provided
in this Agreement, neither this Agreement nor any rights or obligations
hereunder may be assigned or otherwise transferred by any party without the
prior written consent of the Company's Board of Directors.

29. Expenses. Each party hereto shall pay its own legal and other fees
and expenses incurred in connection with the negotiation, preparation, execution
and delivery of this Agreement and the transactions contemplated hereby.

30. Interest Reduction. Notwithstanding any other provision of this
Agreement to the contrary, nothing herein contained shall require the payment of
any interest, expense or other charge by any party which, when aggregated with
all other interest, expenses and other charges directly or indirectly paid by
such party, shall exceed the highest lawful rate permissible under any law
applicable thereto. If, but for this provision, this Agreement would require any
such payment in excess of any such highest lawful rate, this Agreement shall
automatically be deemed amended so that all interest, expenses and other charges
and payments required hereunder, individually and in the aggregate, shall be
equal to, but no greater than, the highest lawful rate therefor.

31. Survival of Representations, Warranties and Covenants. The
representations and warranties of each party hereto and such party's covenants
and agreements herein shall survive the repurchase by the Company of any
Pre-Offering Stock hereunder.

32. Severability. If any provision of this Agreement shall be determined
to be invalid, illegal or otherwise unenforceable by any court of competent
jurisdiction, the validity, legality and enforceability of the other provisions
of this Agreement shall not be affected thereby. Any invalid, illegal or
unenforceable provision of this Agreement shall be severable, and after any such
severance, all other provisions hereof shall remain in full force and effect.

33. Dates. Whenever a date hereunder shall fall on a day when the
Company shall be closed for business, the date shall be deemed to be the next
day the Company shall be open for business.

34. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one agreement.

[Remainder of page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Stock
Restriction Agreement under seal as of the date first written above.

XXXXXXX RIVER ASSOCIATES INCORPORATED

By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, President

PRE-OFFERING STOCKHOLDERS:

/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx

/s/ Xxxxxxx X. Xxxx
------------------------------------------
Xxxxxxx X. Xxxx

/s/ Xxxxxxx Xxxxx
------------------------------------------
Xxxxxxx Xxxxx as Trustee of The Besen
Family Trust under instrument dated
March 30, 1998 and not individually

/s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx

/s/ Xxxxxxx X. Xxxx
------------------------------------------
Xxxxxxx X. Xxxx

/s/ Xxxxxx Xxxxx
------------------------------------------
Xxxxxx Xxxxx

/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx

/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx

/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx. X. Xxxxxxx

/s/ Xxxxxx X. Xxxx
------------------------------------------
Xxxxxx X. Xxxx

/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx as Trustee of The Xxxxxxxx
X. Xxxxxx 1998 Gift Trust under instrument
dated 3/11/98 and not individually

/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx as Trustee of The Xxxxxxxx
X. Xxxxxx 1998 Gift Trust #2 under
instrument dated 3/11/98 and not
individually

/s/ Xxxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxxx X. Xxxxxx

/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx as Trustee of The Salop
Irrevocable GST -- Exempt Trust 1998 and not
individually

/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx as Trustee of The Salop
Irrevocable GST -- Taxable Trust 1998 and
not individually

/s/ Xxxx X. Xxxxxxxxx
------------------------------------------
Xxxx X. Xxxxxxxxx

/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxx as Trustee of The
Xxxxx X. Xxxxxxx Qualified Annuity Trust --
1998 and not individually

/s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx as Trustee of The Xxxxxxx
X. Xxxxxx Irrevocable Trust 1998 and not
individually

/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx

/s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx

/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx

/s/ Xxxx Xxxxxx
------------------------------------------
Xxxx Xxxxxx

/s/ Xxxxxxx X. Xxxx
------------------------------------------
Xxxxxxx X. Xxxx

Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, as
joint tenants with right of survivorship

By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx

By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx

/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxxxx

/s/ C. Xxxxxxxxxxx Xxxxxxx
------------------------------------------
C. Xxxxxxxxxxx Xxxxxxx

/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx

/s/ Bridger X. Xxxxxxxx
------------------------------------------
Bridger X. Xxxxxxxx

/s/ W. Xxxxx Xxxxxxxxxx
------------------------------------------
W. Xxxxx Xxxxxxxxxx

/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxx

/s/ Xxxxx Xxxx Xxxxxxxx
------------------------------------------
Xxxxx Xxxx Xxxxxxxx as Trustee of The
Xxxxxxx X. Xxxxxxxx Qualified Annuity Trust
1998 and not individually

/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx

/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx

/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxxxx

/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx

/s/ Xxxx Xxxxx
------------------------------------------
Xxxx Xxxxx

/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx

/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx

/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx

/s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx

/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx

/s/ Xxxx X. Xxxxxxxx
------------------------------------------
Xxxx X. Xxxxxxxx

/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx

SCHEDULE A

STOCKHOLDER ADDRESS SHARES
----------- ------- ------

Xxxxxxx X. Xxxxxxx 000 Xxxx Xxxx 208,000
Xxxxxxx, XX 00000

Xxxxxxx X. Xxxx 0 Xxxxx Xxxx Xxxx 65,000
Xxxxxxxxx, XX 00000

Xxxxxxx Xxxxx as Trustee of 0000 Xxxxxxx Xxxxxx 52,000
The Besen Family Trust Xxxxxxxx, XX 00000
u/i/d March 30, 1998

Xxxxxxx X. Xxxxx 0000 Xxxxxxx Xxxxxx 000,000
Xxxxxxxx, XX 00000

Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxx 00,000
Xxxxxxxx, XX 00000

Xxxxxx Xxxxx 00 Xxxxxxxxx Xxxx 000,000
Xxxxxxx, XX 00000

Xxxxxx X. Xxxxxxx 0000 Xxxxxxxxx Xxxx 000,000
Xxxxxxxx, XX 00000

Xxxxxxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxxx 000,000
Xxxxxxxxxx, XX 00000

Xxxxx X. Xxxxxxx 00 Xxxxxxxxxx Xxxx 000,000
Xxxxxxx, XX 00000

Xxxxxx X. Xxxx 0000 Xxxxxxxx Xxxxxx, X.X. 119,600
Washington, D.C. 20015

Xxxxx X. Xxxxxx as Trustee of 000 Xx. Xxxxxx Xxxxxx, #000 54,444
The Xxxxxxxx X. Xxxxxx 1998 Xxxxxxxxx, XX 00000
Gift Trust u/i/d 3/11/98

Xxxxx X. Xxxxxx as Trustee of 000 Xx. Xxxxxx Xxxxxx, #000 126,984
The Xxxxxxxx X. Xxxxxx 1998 Xxxxxxxxx, XX 00000
Gift Trust #2 u/i/d 3/11/98

Xxxxxxxx X. Xxxxxx 000 Xx. Xxxxxx Xxxxxx, #000 472,160
Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxxx as Trustee of 0000 Xxxxx Xxxxxx Xxxx, X.X. 93,600
The Salop Irrevocable GST Washington, D.C. 20008
-- Exempt Trust 1998

Xxxxxx X. Xxxxxx as Trustee of 0000 Xxxxx Xxxxxx Xxxx, X.X. 93,600
The Salop Irrevocable GST Washington, D.C. 20008
-- Taxable Trust 1998

Xxxx X. Xxxxxxxxx 000 Xxxxxxxx Xxxxxx 88,608
Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxxxxxx as Trustee of c/o Foley, Xxxx & Xxxxx LLP 130,000
The Xxxxx X. Xxxxxxx Qualified One Post Office Square
Annuity Trust -- 1998 Xxxxxx, XX 00000

Xxxxxxx X. Xxxxxx 00 Xxxx Xxxxxx 36,400
Xxxxxxx, XX 00000

Xxxx X. Xxxxxx as Trustee of 00 Xxxx Xxxxxx 41,600
The Xxxxxxx X. Xxxxxx Xxxxxxx, XX 00000
Irrevocable Trust 1998

Xxxxxxx X. Xxxxx 000 Xxxxxxxxxx Xxxxxx 000,000
Xxxxxxx, XX 00000

Xxxxxx X. Xxxxxx 0 Xxxxx Xxxx, Xxxx 000 000,000
Xxxxxxxxx, XX 00000

Xxxx Xxxxxx 00 Xxxxxx Xxxxxx 67,600
Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxx 00 Xxxxxxxx Xxxx 000,000
Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxxx and 00 Xxxxxx Xxxxxx 89,700
Xxxx X. Xxxxxx, Xxxxxx, XX 00000
joint tenants with right
of survivorship

Xxxxx X. Xxxxxx 000 Xxxxx Xxxxxx --
Xxxxxxx, XX 00000

Xxxxxx X. Xxxxxxxxxx 000 Xxxxxxxxxxx Xxxxx 000,000
Xxxxxxxx Xxxx, XX 00000

C. Xxxxxxxxxxx Xxxxxxx 000 Xxxxx Xxxxxx 000,000
Xxxxxx Xxxxxx, XX 00000

Xxxx X. Xxxxxxx 000 Xxxx Xxxx Xxxx 00,000
Xxxxxxxx, XX 00000

Bridger X. Xxxxxxxx 00 Xxxxxxxxx Xxxx 000,000
Xxxxxxx Xxxxxx, XX 00000

W. Xxxxx Xxxxxxxxxx 00000 Xxxxxx Xxxxxx Xxxxx 000,000
Xxxxx Xxxxxxx, XX 00000

Xxxxxxx X. Xxxxxxxx 000 Xxxxxxxx Xxxx 000,000
Xxxxxxxxx Xxxxx, XX 00000

Xxxxx Xxxx Xxxxxxxx as Trustee 000 Xxxxxxxx Xxxx 104,000
of The Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxx, XX 00000
Qualified Annuity Trust 0000

Xxxxxx X. Xxxxxxxx 00 Xxxxx Xxxxxx 26,000
Xxxxxx, XX 00000

Xxxxxx X. Xxxxxxx 0 Xxxxxxxx Xxxxxx 98,800
Xxxxxxxxxx, XX 00000

Xxxxxx X. Xxxxxxxxxx 0000 Xxxxxxx Xxxxx Xxxxx 000,000
Xxxxxxx Xxxxxxx, XX 00000

Xxxx X. Xxxxxxx 0 Xxxxxxxxxx Xxxxxx 26,000
Xxxxxxxxxx, XX 00000

Xxxx Xxxxx 0 Xxxxxxxx Xxxxxx 000,000
Xxxxxxxx Xxxx, XX 00000

Xxxx X. Xxxxxxx 000 Xxxxx Xxxxx 000,000
Xxxxx Xxxxx, XX 00000

Xxxxxxx X. Xxxxxx 00 Xxxxxxx Xxxx 000,000
Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxx 0000 Xxxxx Xxxxxx Xxxx, X.X. 397,800
Washington, D.C. 20008

Xxxxxx X. Xxxxx 0000 Xxxxxx Xxxx Xxxx 000,000
Xxxxx Xxxxx, XX 00000

Xxxxxx X. Xxxxxxxxx 00 Xxxx'x Xxx Xxxx --
Xxxxxxx, XX 00000

Xxxxx X. Xxxxx 000 Xxxxx Xxxxxxxxx Xxxx. 119,600
Xxx Xxxxxxx, XX 00000

Xxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx, Xx. 0X 000,000
Xxxxxx, XX 00000

Xxxx X. Xxxxxxxx 0000 Xxxxxxx Xxxx 104,000
Xxxxx Xxxxx, XX 00000

Xxxxxxx X. Xxxxxx 000 Xxxxxxxx Xxxxx 000,000
Xx. Xxxxxxx, XX 00000

SCHEDULE B

REPURCHASED SHARES

Number of
Number of Repurchased Total
Name of Former Stockholder Repurchased Shares Excess Shares Repurchased Shares
-------------------------- ------------------ ------------- ------------------

Xxxxxxxx X. Xxxxxx -- 59,800 59,800
Xxxxx X. Xxxxxx 83,200 -- 83,200
Xxxxxx X. Xxxxxxxxx 119,600 -- 119,600
Xxxx X. Xxxxxxx -- 59,800 59,800

SCHEDULE C

NON-ASSOCIATE PRE-OFFERING STOCKHOLDER RELEVANT PARTY
-------------------------------------- --------------

Xxxxxxx Xxxxx as Trustee of Xxxxxxx X. Xxxxx
The Besen Family Trust u/i/d March 30, 1998

Xxxxx X. Xxxxxx as Trustee of Xxxxxxxx X. Xxxxxx
The Xxxxxxxx X. Xxxxxx 1998 Gift Trust
u/i/d 3/11/98

Xxxxx X. Xxxxxx as Trustee of Xxxxxxxx X. Xxxxxx
The Xxxxxxxx X. Xxxxxx 1998 Gift Trust #2
u/i/d 3/11/98

Xxxxxx X. Xxxxxx as Trustee of Xxxxxx X. Xxxxx
The Salop Irrevocable GST -- Exempt
Trust 1998

Xxxxxx X. Xxxxxx as Trustee of Xxxxxx X. Xxxxx
The Salop Irrevocable GST -- Taxable
Trust 1998

Xxxxxxx X. Xxxxxxxx as Trustee of Xxxxx X. Xxxxxxx
The Xxxxx X. Xxxxxxx Qualified Annuity
Trust -- 1998

Xxxx X. Xxxxxx as Trustee of Xxxxxxx X. Xxxxxx
The Xxxxxxx X. Xxxxxx Irrevocable
Trust 1998

Xxxxx Xxxx Xxxxxxxx as Trustee of Xxxxxxx X. Xxxxxxxx
The Xxxxxxx X. Xxxxxxxx Qualified Annuity
Trust 1998

Xxxx Xxxxx Xxxxxx X. Xxxxxx

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WITNESSETH:

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