8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  October 5, 2006 (September 29, 2006)

ICON HEALTH &, FITNESS, INC.
(Exact Name of Registrant as Specified in Its Charter)

COMMISSION FILE NUMBER:  333-93711

DELAWARE	87-0531206
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

1500 South 1000 West

Logan, UT, 84321

(Address and Zip Code of Principal Executive Offices)

(435) 750-5000
(Registrant's Telephone Number, Including Area Code)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01

Other Events.

On September 29, 2006, certain of our existing investors sold (the “Sale”) most but not all of their indirect interests in ICON Health & Fitness, Inc. (the “Company”) to certain of our other existing investors pursuant to the Interests Purchase Agreement (the “Agreement”), dated as of September 26, 2006, among the Company, BCP IV Grantor Trust, BCIP Trust Associates, L.P., BCIP Associates, L.P. (collectively, the “Bain Entities”), Inverness/Phoenix Partners LP and Executive Capital Partners I LP (together, the “Inverness Entities” and, collectively with the Bain Entities, the “Sellers”), and Credit Suisse Securities (USA) LLC, GS ICON LLC, an affiliate of Gary E. Stevenson (a director of the Company), SW ICON LLC, an affiliate of Scott R. Watterson (a director of the Company), Wen-Chung Ko, and BG ICON LLC, an affiliate of Robert C. Gay (a director of the Company and a general partner or a principal of the general partner of each of the Bain funds) (individually each a “Buyer” and collectively, the “Buyers”). Pursuant to the Agreement, each of the Sellers sold and delivered to the Buyers certain of their equity in our indirect parent, HF Investment Holdings, LLC (“Holdings”), at a price of $50 per unit, and $8,496,500 in the aggregate. As a result of the placeCitySale, the Bain Entities’ indirect interest in the Company will be reduced from beneficial ownership of 2,580,000 shares to beneficial ownership of 1,032 shares and the Inverness Entities’ indirect interest in the Company will be reduced from beneficial ownership of 344,000 shares to beneficial ownership of 172 shares. The Buyers’ collective indirect interest in the Company will increase from beneficial ownership of 3,873,000 shares on a fully diluted basis to beneficial ownership of 6,795,796 shares on a fully diluted basis. Simultaneous with the closing of the placeCitySale, all of the current members of Holdings entered into a revised limited liability company agreement and a revised stockholders agreement of HF Holdings, Inc., a subsidiary of Holdings and the direct parent of the Company. Copies of the Limited Liability Company Agreement and Stockholders Agreement are attached as Exhibits 10.68 and 10.69 hereto and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ICON HEALTH & FITNESS, INC.

By: /s/ S. Fred Beck

Name: S. Fred Beck

Title:   Chief Financial Officer

Date:   October 5, 2006

EXHIBIT INDEX

Exhibit
Number Description                                                                                                      

10.68	HF Investment Holdings, LLC Amended and Restated Limited Liability Company Agreement dated as of September 26, 2006, among ICON Health & Fitness, Inc., BCP IV Grantor Trust, BCIP Trust Associates, L.P., BCIP Associates, L.P., Inverness/Phoenix Partners LP, Executive Capital Partners I LP, GS ICON LLC, SW ICON LLC, Credit Suisse Securities (USA) LLC, BG ICON LLC and Wen-Chung Ko.
10.69	HF Holdings, Inc. Amended and Restated Stockholders Agreement dated as of September 26, 2006, among ICON Health & Fitness, Inc., BCP IV Grantor Trust, BCIP Trust Associates, L.P., BCIP Associates, L.P., Inverness/Phoenix Partners LP, Executive Capital Partners I LP, GS ICON LLC, SW ICON LLC, Credit Suisse Securities (USA) LLC, BG ICON LLC and Wen-Chung Ko.

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EX-10

                               HF HOLDINGS, INC.





                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT





                         Dated as of September 26, 2006




                                                                      Page
                                                                      ----
1.      DEFINITIONS                                                      2
        1.1     Certain Definitions                                      2
        1.2     Certain Matters of Construction                          9
        1.3     Cross Reference Table                                   10
2.      [RESERVED]                                                      11
3.      VOTING AGREEMENT                                                11
        3.1     Election of Directors                                   12
        3.2     Removal of Directors                                    12
        3.3     Successors                                              14
        3.4     Required Consents                                       14
        3.5     Committees                                              14
        3.6     Fees                                                    14
        3.7     Proxy; the Company                                      15
        3.8     Action by the Board                                     15
        3.9     Period                                                  15
4.      CERTAIN TRANSFER RIGHTS AND RESTRICTIONS                        16
        4.1     Securities                                              16
        4.2     [RESERVED].                                             17
        4.3     Lock Up                                                 17
        4.4     Prohibited Transfers                                    17
        4.5     Transfers by the Bain Investor or by Inverness          17
        4.6     Change in Control                                       17
        4.7     Transfer Conditions                                     17
        4.8     Period                                                  18
5.      JUNIOR MANAGEMENT AND CS OPTIONS                                18
        5.1     Junior Management                                       18
        5.2     CS                                                      21
6.      "COME ALONG" RIGHTS                                             22
        6.1     Procedure                                               23
        6.2     Certain Legal Requirements                              23
        6.3     Further Assurances                                      24
        6.4     Closing                                                 24
        6.5     Fairness Opinions in Certain Circumstances              24
        6.6     Period                                                  25
7.      "CO-SALE" RIGHTS                                                25
        7.1     Tag Along                                               25
        7.2     Certain Legal Requirements                              27
        7.3     Further Assurances                                      28
        7.4     Closing                                                 28
        7.5     Excluded Transactions                                   28
        7.6     Period                                                  29
8.      REGISTRATION RIGHTS                                             29
        8.1     Piggyback Registration Rights                           29
        8.2     Demand Registration Rights                              31
        8.3     Certain Other Provisions                                33
        8.4     Indemnification and Contribution                        35
        8.5     Lock-up                                                 38
9.      [RESERVED]                                                      38
10.     DETERMINATION OF FAIR MARKET VALUE                              38
11.     REMEDIES                                                        39
        11.1    Generally                                               39
        11.2    Deposit                                                 39
12.     LEGENDS                                                         39
        12.1    Securities Act Legend                                   39
        12.2    Amended and Restated Stockholders Agreement Legend      40
        12.3    Option-Eligible Shares Legend                           40
        12.4    Stop Transfer Instruction                               41
13.     AMENDMENT, TERMINATION, ETC                                     41
        13.1    No Oral Modification                                    41
        13.2    Written Modifications                                   41
14.     MISCELLANEOUS                                                   41
        14.1    Authority; Effect                                       41
        14.2    Notices                                                 42
        14.3    Binding Effect, etc                                     43
        14.4    Descriptive Headings                                    44
        14.5    Counterparts                                            44
        14.6    Severability                                            44
        14.7    Joint and Several Liability of the Company and ICON     44
        14.8    Third Party Beneficiaries                               44
        14.9    Termination of Equity Commitment Letter                 44
        14.10   Limitation on CS Acquisitions                           44
15.     GOVERNING LAW                                                   45
        15.1    Governing Law                                           45
        15.2    Consent to Jurisdiction                                 45
        15.3    WAIVER OF JURY TRIAL                                    45
        15.4    Reliance                                                46


                  AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

      This Amended and Restated Stockholders Agreement (the "Agreement") is made
as of September 26, 2006 by and among:
        (i)     HF Holdings, Inc., a Delaware corporation (the "Company"),

        (ii)    ICON Health & Fitness, Inc. a Delaware corporation ("ICON"),

        (iii)   HF Investment Holdings, LLC, a Delaware limited liability
company (the "LLC"),

        (iv)    Credit Suisse Securities (USA) LLC (f/k/a Credit Suisse First
Boston Corporation), a Delaware limited liability company (together with its
Affiliates, "CS"),

        (v)     each of (A) Gary E. Stevenson, an individual residing in
Riverheight, UT, (B) GS ICON LLC ("GS"), a Delaware limited liability company
wholly owned by Gary E. Stevenson, (C) Scott R. Watterson, an individual
residing in Providence, UT, and (D) SW ICON LLC ("SW"), a Delaware limited
liability company wholly owned by Scott R. Watterson,

        (vi)    Robert C. Gay, an individual residing in Wellington, FL ("Robert
Gay") and BG ICON LLC, a Nevada limited liability company ("Gay"),

        (vii)   BCIP Associates, L.P., a Delaware limited partnership (the "Bain
Investor"),

        (viii)  Inverness/Phoenix Partners LP, a Delaware limited partnership
("Inverness/Phoenix"), and

        (ix)    each of Lee Ming Tsung, an individual residing in Taipei,
Taiwan, Wan-Chung Ko, an individual residing in Yaoyuan Hsien, Taiwan, the
estate of Stanley C. Tuttleman and any other parties signing a counterpart
signature page hereto as of the date hereof (collectively, the "Other
Investors," and each an "Other Investor").

For the sole purpose of consenting to the amendment and restatement of the
Original Agreement (as defined below), BCP IV Grantor Trust, a trust and
assignee of Bain Capital Fund IV, L.P. ("BCP") and BCIP Trust Associates, L.P.,
a Delaware limited partnership ("BCIP Trust," and together with BCP and the Bain
Investor, the "Bain Entities") and Executive Capital Partners I LP, a Delaware
limited partnership ("Executive Capital" and together with Inverness/Phoenix,
"Inverness"), are signatories to this Agreement, but not otherwise parties
hereto.

                                    Recitals

      1. Pursuant to a Subscription and Stock Purchase Agreement dated as of
September 27, 1999 (the "LLC Purchase Agreement"), the LLC has purchased shares
of Common Stock, par value $.001 per share (the "Common Stock") of the Company.
Simultaneously therewith, CS, the Bain Entities (or certain Affiliates thereof),
certain of the Senior Management Investors, Inverness and the Other Investors
have purchased membership interests in the LLC.

      2. Pursuant to a Securities Purchase Agreement dated as of September 27,
1999 (the "CS Purchase Agreement"), CS has purchased shares of Common Stock and
a note convertible into shares of Common Stock (the "CS Convertible Note").  In
addition, pursuant to the Exchange Offers (as defined herein), CS acquired
warrants to purchase shares of Common Stock (the "CS Warrants").  For the
avoidance of doubt, the CS Warrants do not constitute Non-CS Warrants (as
defined below) and do constitute CS Securities (as defined below) for all
purposes of this Agreement.

      3. Pursuant to the Exchange Offers, the former bondholders of ICON, IHF
Holdings, Inc. and ICON Fitness Corporation who participated in the Exchange
Offers (the "Non-CS Initial Warrantholders") acquired warrants to purchase
shares of Common Stock (the "Non-CS Warrants").

      4. Concurrent with the closings under the LLC Purchase Agreement and CS
Purchase Agreement, certain of the Senior Management Investors have received
shares of Common Stock.  In addition, subsequent to the closings under the LLC
Purchase Agreement and CS Purchase Agreement, certain members of the junior
management of ICON who executed a Joinder and Supplement to the Original
Agreement (the "Junior Management Initial Investors") have been granted options
to purchase shares of Common Stock under the Company's 1999 Junior Management
Stock Option Plan.

      5. Pursuant to an Interests Purchase Agreement dated as of the date hereof
(the "Interests Purchase Agreement"), the CS Investors, certain of the Senior
Management Investors, Gay and certain of the Other Investors have purchased
membership interests in the LLC from the Bain Entities and Inverness.  Exhibit A
attached hereto sets forth a summary of the transactions consummated pursuant to
the Interests Purchase Agreement.

      6. The parties believe that it is in the best interests of the Company and
the Investors to continue to: (i) provide that certain shares of Common Stock
shall be transferable only upon compliance with the terms hereof; (ii) provide
the Company with certain rights and obligations with respect to the purchase of
shares of Common Stock under certain circumstances; (iii) provide for certain
rights and obligations of the CS Investors, the Senior Management Investors, the
Gay Investors and certain of the Other Investors with respect to the election of
directors of the Company; and (iv) set forth their agreements on certain other
matters, all as herein provided.


                                   Agreement

      Now, therefore, in consideration of the foregoing and the mutual
agreements set forth below, the parties hereto, each intending to be legally
bound, hereby agree as follows:

      1. DEFINITIONS.  For purposes of this Agreement:

      1.1 Certain Definitions.  The following terms shall have the following
meanings:
      1.1.1 "Affiliate" shall mean, with respect to any specified Person, any
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with, the Person
specified.
      1.1.2 "Board" shall mean the Board of Directors of the Company.
      1.1.3 "Business Day" shall mean a day when national banks are open for
business in Boston and New York City.
      1.1.4 "Closing" shall mean the closing of the transactions contemplated
under the Interests Purchase Agreement.
      1.1.5 "CS Investors" shall mean CS and any Permitted Transferee thereof
which, from time to time, acquires Securities and becomes party to this
Agreement by executing and delivering to the Company an instrument in form
satisfactory to the Company pursuant to which such person agrees to be bound by
the terms of this Agreement to the same extent as CS.
      1.1.6 "CS Majority Holders" shall mean, as of any date, the holders of a
majority of the CS Securities outstanding on such date.
      1.1.7 "CS Securities" shall mean (a) all shares of Common Stock issued to,
purchased by or held by, directly or indirectly (for the avoidance of doubt,
including such shares held by the LLC for the benefit of any CS Investor), any
CS Investor, whenever issued, including, without limitation, all shares of
Common Stock issued pursuant to the exercise or conversion of any Options; (b)
all Options granted or issued to any CS Investor (treating such Options as a
number of shares of Common Stock equal to the number of Equivalent Shares
represented by such Options for all purposes of this Agreement); and (c) all
securities into which any such shares or Options are converted or exchanged;
provided that CS Securities shall not include any shares of Common Stock,
Options or other securities that are not held by a CS Investor at the relevant
time; and provided, further, that CS Securities Transferred (i) pursuant to and
in compliance with Section 8 hereof, or (ii) in compliance with this Agreement
in any Public O
ffering or under Rule 144 shall in the hands of the recipient not constitute CS
Securities for any purpose of this Agreement.  A list of CS Securities and
securities of the LLC owned by CS immediately following the Closing is attached
as Schedule 1.1.7.
      1.1.8 "Equivalent Shares" shall mean as to any outstanding shares of
Common Stock, such number of shares of Common Stock, and as to any outstanding
Options, the maximum number of shares of Common Stock for which or into which
such Options may at the time be exercised or converted.
      1.1.9 "Exchange Act" shall mean Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, all as from time to time in effect.
      1.1.10 "Exchange Offers" shall mean the exchange offers effected with
respect to ICON's 13% Senior Subordinated Notes due 2002, IHF Holdings, Inc.'s
15% Senior Secured Discount Notes due 2004 and ICON Fitness Corporation's 14%
Senior Discount Notes due 2006 as described in the Company's and ICON's Exchange
Offer and Consent Solicitation Statement, dated July 30, 1999, as amended and
supplemented from time to time.
      1.1.11 "Fair Market Value" shall mean, as of any date, the fair value of
any Security or other securities as of the applicable date, as determined
pursuant to Section 10.
      1.1.12 "Gay Investors" shall mean Gay and any Permitted Transferee thereof
which, from time to time, acquires Securities and becomes party to this
Agreement by executing and delivering to the Company an instrument in form
satisfactory to the Company pursuant to which such person agrees to be bound by
the terms of this Agreement to the same extent as Gay.
      1.1.13 "Gay Majority Holders" shall mean, as of any date, the holders of a
majority of the Gay Securities outstanding on such date.
      1.1.14 "Gay Securities" shall mean (a) all shares of Common Stock issued
to, purchased by or held by, directly or indirectly (for the avoidance of doubt,
including such shares held by the LLC for the benefit of any Gay Investor), any
Gay Investor, whenever issued, including, without limitation, all shares of
Common Stock issued pursuant to the exercise or conversion of any Options; (b)
all Options granted or issued to any Gay Investor (treating such Options as a
number of shares of Common Stock equal to the number of Equivalent Shares
represented by such Options for all purposes of this Agreement); and (c) all
securities into which any such shares or Options are converted or exchanged;
provided that Gay Securities shall not include any shares of Common Stock,
Options or other securities that are not held by a Gay Investor at the relevant
time; and provided, further, that Gay Securities Transferred (i) pursuant to and
in compliance with Section 8 hereof, or (ii) in compliance with this Agreement
in any
Public Offering or under Rule 144 shall in the hands of the recipient not
constitute Gay Securities for any purpose of this Agreement.
      1.1.15 "ICON Bonds" shall mean the 11.25% unsecured Subordinated Note due
2012 in the aggregate original principal amount of $155,000,000.
      1.1.16 "Immediate Family" shall mean, with respect to any individual, each
spouse, parent, brother, sister or child of such individual, each spouse of any
such Person, each child of any of the aforementioned Persons, each trust created
solely for the benefit of one or more of the aforementioned Persons and each
custodian or guardian of any property of one or more of the aforementioned
Persons in his capacity as such custodian or guardian.
      1.1.17 "Independent Investment Banking Firm" means any nationally
recognized investment banking firm listed on Schedule 1.1.17 hereto which is not
(i) the beneficial owner or holder of any equity interest in ICON, or (ii) an
Affiliate of any stockholder of the Company or of any member of the LLC.
      1.1.18 "Initial Public Offering" shall mean the first Public Offering of
shares of Common Stock registered on form S-1, S-2 or S-3 (or any successor
form) under the Securities Act.
      1.1.19 "Investor" shall mean any of the Management Investors, the CS
Investors, the Gay Investors, the Bain Investor and the Other Investors.
      1.1.20 "Junior Management Investors" shall mean each Junior Management
Initial Investor and any other officer or employee of the Company or any of its
subsidiaries designated by the Board to be a Junior Management Investor
hereunder and any Permitted Transferee thereof who, from time to time, acquires
Securities and becomes party to this Agreement by executing and delivering to
the Company an instrument in form satisfactory to the Company pursuant to which
such person agrees to be bound by the terms of this Agreement to the same extent
as a Junior Management Investor.
      1.1.21 "Junior Management Securities" shall mean (a) all shares of Common
Stock issued to, purchased by or held by, directly or indirectly (for the
avoidance of doubt, including such shares held by the LLC for the benefit of any
Junior Management Investor), any Junior Management Investor, whenever issued,
including, without limitation, all shares of Common Stock issued pursuant to the
exercise or conversion of any Options; (b) all Options granted or issued to any
Junior Management Investor (treating such Options as a number of shares of
Common Stock equal to the number of Equivalent Shares represented by such
Options for all purposes of this Agreement); and (c) all securities into which
any such shares or Options are converted or exchanged; provided that Junior
Management Securities shall not include any shares of Common Stock, Options or
other securities that are not held by a Junior Management Investor at the
relevant time; and provided, further, that Junior Management Securities
Transferred (i) purs
uant to and in compliance with Section 8 hereof, or (ii) in compliance with this
Agreement in any Public Offering or under Rule 144 shall in the hands of the
recipient not constitute Junior Management Securities for any purpose of this
Agreement.
      1.1.22 "Liquidity Event" shall mean the occurrence of (i) the consummation
by the Company of an Initial Public Offering with gross proceeds greater than
$50 million, (ii) the merger or consolidation of the Company or ICON with or
into another entity, or sale of stock of the Company or ICON, in which the
holders of outstanding voting securities of the Company as of the date hereof
(including for such purpose the holders of membership interests in the LLC)
cease to own, directly or indirectly, greater than 51% of the outstanding voting
securities of the entity surviving such merger or consolidation or sale or (iii)
the sale of all or substantially all of the assets of the Company or ICON.
      1.1.23 "LLC Liquidation" shall mean the distribution of substantially all
of the assets of the LLC to its members.
      1.1.24 "Management Investor" shall mean any Senior Management Investor or
Junior Management Investor.
      1.1.25 "Management Majority Holders" shall mean, as of any date, the
holders of a majority of the Management Securities outstanding on such date.
      1.1.26 "Management Securities" shall mean the Senior Management Securities
and the Junior Management Securities.
      1.1.27 "Non-CS Warrantholder" shall mean each of the Non-CS Initial
Warrantholders, and any other Person which, from time to time, acquires Non-CS
Warrant Securities and thereby becomes entitled to the benefits of certain
provisions of this Agreement.
      1.1.28 "Non-CS Majority Warrantholders" shall mean, as of any date, the
holders of a majority of the Non-CS Warrant Securities outstanding on such date.
      1.1.29 "Non-CS Warrant Securities" shall mean all Non-CS Warrants
originally issued in the Exchange Offers (treating such Non-CS Warrants as a
number of shares of Common Stock equal to the number of Equivalent Shares
represented by such Non CS Warrants for all purposes of this Agreement except as
otherwise specifically set forth herein) and all shares of Common Stock issued
upon exercise or conversion of Non CS Warrants (or issued upon conversion of or
otherwise with respect to shares of Common Stock issued upon exercise or
conversion of Non-CS Warrants), whenever issued; provided, that Non-CS Warrant
Securities Transferred (i) pursuant to and in compliance with Section 8 hereof,
or (ii) in compliance with this Agreement in any Public Offering or under Rule
144 shall in the hands of the recipient not constitute Non-CS Warrant Securities
for any purpose of this Agreement.
      1.1.30 "Option-Eligible Shares" shall mean the shares of Common Stock
originally issued to (or issued upon conversion of or otherwise with respect to
the shares of Common Stock originally issued to) the LLC on the date hereof,
which shares of Common Stock shall remain Option-Eligible Shares in the hands of
any transferee until termination of the Junior Management Options and the CS
Option set forth in Section 5.
      1.1.31 "Options" shall mean (i) any options or warrants or other rights to
subscribe for, purchase or otherwise acquire Common Stock, including the CS
Warrants and the CS Convertible Note, and (ii) any evidence of indebtedness,
shares of stock (other than Common Stock) or other securities which are directly
or indirectly convertible or exchangeable for shares of Common Stock, but shall
exclude the Non-CS Warrants.
      1.1.32 "Original Agreement" shall mean the Company's Stockholders
Agreement dated as of September 27, 1999.
      1.1.33 "Person" shall mean any individual, partnership, corporation,
company, association, trust, joint venture, unincorporated organization or
entity, or any government, governmental department or agency or political
subdivision thereof.
      1.1.34 "Prohibited Transferee" shall mean any Person listed in Schedule
1.1.34 hereof.  The Board shall be entitled to add or remove the name of any
Person from Schedule 1.1.34 from time to time upon its determination in good
faith that such Person is, or is no longer, a competitor of ICON (as
applicable).
      1.1.35 "Registrable Securities" shall mean (i) all shares of Common Stock
held by any party to this Agreement, (ii) all shares of Common Stock issued or
issuable upon exercise or conversion of any Option or any Non-CS Warrant held by
any party to this Agreement, and (iii) all shares of Common Stock directly or
indirectly issued or issuable with respect to the securities referred to in
clauses (i) or (ii) above by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.  As to any particular Registrable Securities, such
shares shall cease to be Registrable Securities when (a) they have been
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering them, (b) they have been distributed to
the public through a broker, dealer or market maker pursuant to Rule 144, or (c)
the holder thereof may sell all of its shares of Common Stock under Rule 144
within a th
ree month period, provided such holder owns less than 1% of the outstanding
shares of Common Stock, in each case in compliance with any applicable
provisions of this Agreement.
      1.1.36 "Rule 144" shall mean Rule 144, as from time to time in effect,
promulgated by the Securities and Exchange Commission under the Securities Act
(including, without limitation, clause (k) thereof).
      1.1.37 "Securities" shall mean all shares of Common Stock and all Options,
but shall not include the Non-CS Warrant Securities.
      1.1.38 "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, all as from time to time in effect.
      1.1.39 "Senior Management Investors" shall mean each of Scott R.
Watterson, SW, Gary E. Stevenson, GS and any Permitted Transferee thereof or
other holder of Class A Units of the LLC who, from time to time, acquires
Securities and becomes party to this Agreement by executing and delivering to
the Company an instrument in form satisfactory to the Company pursuant to which
such person agrees to be bound by the terms of this Agreement to the same extent
as Scott R. Watterson or Gary E. Stevenson.
      1.1.40 "Senior Management Majority Holders" shall mean, as of any date,
the holders of a majority of the Senior Management Securities outstanding on
such date.
      1.1.41 "Senior Management Securities" shall mean (a) all shares of Common
Stock issued to, purchased by or held by, directly or indirectly (for the
avoidance of doubt, including such shares held by the LLC for the benefit of any
Senior Management Investor), any Senior Management Investor, whenever issued,
including, without limitation, all shares of Common Stock issued pursuant to the
exercise or conversion of any Options; (b) all Options granted or issued to any
Senior Management Investor (treating such Options as a number of shares of
Common Stock equal to the number of Equivalent Shares represented by such
Options for all purposes of this Agreement); and (c) all securities into which
any such shares or Options are converted or exchanged; provided that Senior
Management Securities shall not include any shares of Common Stock, Options or
other securities that are not held by a Senior Management Investor on the
relevant time; and provided, further, that Senior Management Securities
Transferred (i) purs
uant to and in compliance with Section 8 hereof, or (ii) in compliance with this
Agreement in any Public Offering or under Rule 144 shall in the hands of the
recipient not constitute Senior Management Securities for any purpose of this
Agreement.
      1.1.42 "Transfer" shall mean any sale, pledge, assignment, encumbrance or
other transfer or disposition of any Securities to any other Person, whether
directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant
to judicial process or otherwise.
      1.1.43 "Voting Shares" shall mean, with respect to any matter to be voted
upon, all shares of Common Stock included in the Securities entitled to vote
with respect to such matter.

      1.2 Certain Matters of Construction.  In addition to the definitions
referred to as set forth in the Section 1.1:
      (a) The words "hereof", "herein", "hereunder" and words of similar import
shall refer to this Agreement as a whole and not to any particular Section or
provision of this Agreement, and reference to a particular Section of this
Agreement shall include all subsections thereof;
      (b) References to a Section, Schedule or Exhibit are to a Section of, or
Schedule or Exhibit to, this Agreement;
      (c) Definitions shall be equally applicable to both the singular and
plural forms of the terms defined;
      (d) The masculine, feminine and neuter genders shall each include the
others;
      (e) Except as otherwise provided herein, any Person who holds Options or
Non-CS Warrants shall be deemed to be the holder of the Registrable Securities
obtainable upon exercise or conversion of the Options or Non-CS Warrants in
connection with the transfer thereof or otherwise regardless of any restriction
or limitation on the exercise or conversion of the Options or Non-CS Warrants;
and
      (f) Whenever a percentage of one or more types of Securities is specified,
such percentage shall be calculated on the basis of the number of Registrable
Securities represented by such one or more types.

      1.3 Cross Reference Table.  The following terms defined elsewhere in this
Agreement in the Sections set forth below shall have the respective meanings
therein defined:



Term                                                    Definition
- ----------------                                        ----------------
"Agreement"                                             Preamble
"Bain Entities"                                         Preamble
"Bain Investor"                                         Preamble
"BCP"                                                   Preamble
"BCIP Trust"                                            Preamble
"Cause"                                                 Section 3.2
"CEO Director"                                          Section 3.1
"Come Along Notice"                                     Section 6.1
"Common Stock"                                          Recitals
"Company"                                               Preamble
"Covered Person"                                        Section 8.4.1
"CS"                                                    Preamble
"CS Closing"                                            Section 5.2.3
"CS Convertible Note"                                   Recitals
"CS Designated Directors"                               Section 3.1
"CS Option"                                             Section 5.2
"CS Option-Eligible Shares"                             Section 5.2
"CS Purchase Agreement"                                 Recitals
"CS Purchase Price"                                     Section 5.2
"Equity Commitment Letter"                              Section 14.9
"Exercising Purchaser"                                  Section 5.1.2
"Gay"                                                   Preamble
"Gay Designated Directors"                              Section 3.1
"Gay Disability"                                        Section 3.3
"GS"                                                    Preamble
"ICON"                                                  Preamble
"Individual Underwriting Agreement Representations"     Section 8.1.2
"Initiating Holder"                                     Section 8.2.1.1
"Initiating Sellers"                                    Section 6
"Interests Purchase Agreement"                          Recitals
"Inverness"                                             Preamble
"Junior Management Closing"                             Section 5.1.4
"Junior Management Options"                             Section 5.1
"Junior Management Option-Eligible Shares"              Section 5.1
"Junior Management Purchase Price"                      Section 5.1
"Liquidity Event Notice"                                Section 5.1.1; 5.2.1
"LLC"                                                   Preamble
"LLC Purchase Agreement"                                Recitals
"Majority Initiating Holders"                           Section 8.2.2
"Management Designated Directors"                       Section 3.1
"Non-Complying Investor"                                Section 11.2
"Non-CS Warrants"                                       Recitals
"Non-CS Initial Warrantholders"                         Recitals
"Option-Eligible Share Sellers"                         Section 5.1.2; 5.2.2
"Other Investors(s)"                                    Preamble
"Participating Seller"                                  Section 6.1; 7.1.2
"Permitted Transferee(s)"                               Section 4.1.2
"Proposed Buyer"                                        Section 6; 7.1
"Proposed Seller"                                       Section 7.1
"Public Offering"                                       Section 8.1.1
"Robert Gay"                                            Preamble
"Sale"                                                  Section 6; 7.1
"Sale Percentage"                                       Section 6; 7.1.1
"Section 6.5 Opinion"                                   Section 6.5.1
"Section 6.5 Request Date"                              Section 6.5.1
"SW"                                                    Preamble
"Tag Along Notice"                                      Section 7.1.1
"Tag Along Offerees"                                    Section 7.1.1
"Third Party"                                           Section 14.10
"Transfer"                                              Section 4.1


      2. [RESERVED].

      3. VOTING AGREEMENT.

      3.1 Election of Directors.  Each holder of Voting Shares hereby agrees to
cast all votes to which such holder is entitled in respect of the Voting Shares
now or hereafter owned by such holder, whether at any annual or special meeting
of stockholders, by written consent or otherwise, to:

(i) fix the initial number of directors constituting the Board at nine (9);

(ii) (A) elect as a director of the Company each of three (3) individuals that
may be designated by the Senior Management Majority Holders (the "Management
Designated Directors"), (B) elect as a director of the Company each of three (3)
individuals that may be designated by the CS Majority Holders (the "CS
Designated Directors"), (C) elect as a director of the Company each of two (2)
individuals that may be designated by Robert Gay (or, if applicable,
alternatively designated by such other persons as provided for in the first
proviso of Section 3.3) (the "Gay Designated Directors"), and (D) elect as a
director of the Company the individual then serving as the President and Chief
Executive Officer of ICON ("CEO Director").

      3.2 Removal of Directors.  Directors on the Board may be removed as
follows:

 (i) any director may be removed for Cause by decision of at least two-thirds
(2/3) of the other directors, in which case the Investor or group of Investors
that designated such director may designate a replacement director and each
holder of Voting Shares party hereto agrees to cause such replacement director
to be elected as a director of the Company in accordance with Section 3.1;

 (ii) any Management Designated Director may be removed by the Senior Management
Majority Holders at any time, with or without Cause, in which case the Senior
Management Majority Holders may designate a replacement director and each holder
of Voting Shares party hereto agrees to cause such replacement director to be
elected as a director of the Company in accordance with Section 3.1;

 (iii) one Management Designated Director shall be removed (and shall
immediately cease to serve as a director) at such time when Scott R. Watterson
and Gary E. Stevenson cease to hold, in the aggregate, directly or indirectly,
at least two-thirds (2/3) of the total number of Senior Management Securities
held by them, directly or indirectly, immediately after the Closing; one
Management Designated Director shall be removed (and shall immediately cease to
serve as a director) at such time when Scott R. Watterson and Gary E. Stevenson
cease to hold, in the aggregate, directly or indirectly, at least one-third
(1/3) of the total number of Senior Management Securities held by them, directly
or indirectly, immediately after the Closing; and one Management Designated
Director shall be removed (and shall immediately cease to serve as a director)
at such time when Scott R. Watterson and Gary E. Stevenson cease to hold,
directly or indirectly, any Senior Management Securities; provided, however,
that for the purposes
 of this Section 3.2(iii), Transfers in connection with incapacity or death of
either Scott R. Watterson or Gary E. Stevenson shall not be deemed to constitute
cessation of holdings;

 (iv) any CS Designated Director may be removed by the CS Majority Holders at
any time, with or without Cause, in which case the CS Majority Holders may
designate a replacement director and each holder of Voting Shares party hereto
agrees to cause such replacement director to be elected as a director of the
Company in accordance with Section 3.1;

 (v) one CS Designated Director shall be removed (and shall immediately cease to
serve as a director) at such time when the CS Investors cease to hold, in the
aggregate, directly or indirectly, at least two-thirds (2/3) of the total number
of CS Securities held by the CS Investors, directly or indirectly, immediately
after the Closing; one CS Designated Director shall be removed (and shall
immediately cease to serve as a director) at such time when the CS Investors
cease to hold, in the aggregate, directly or indirectly, at least one-third
(1/3) of the total number of CS Securities held by the CS Investors immediately
after the Closing; and one CS Designated Director shall be removed (and shall
immediately cease to serve as a director) at such time when the CS Investors
cease to hold, directly or indirectly, any CS Securities;

 (vi) any Gay Designated Director may be removed by Robert Gay at any time, with
or without Cause, in which case Robert Gay may designate a replacement director
and each holder of Voting Shares party hereto agrees to cause such replacement
director to be elected as a director of the Company in accordance with Section
3.1; provided, that in the event of a Gay Disability, any Gay Designated
Director may be removed by Ron Mika (or such other persons as provided in the
first proviso of Section 3.3);

 (vii) one Gay Designated Director shall be removed (and shall immediately cease
to serve as a director) at such time when the Gay Investors cease to hold, in
the aggregate, directly or indirectly, at least one-half (1/2) of the total
number of Gay Securities held by Gay, directly or indirectly, immediately after
the Closing; and one Gay Designated Director shall be removed (and shall
immediately cease to serve as a director) at such time when the Gay Investors
cease to hold, directly or indirectly, any Gay Securities; provided, however,
that no Gay Designated Director shall be removed pursuant to this paragraph
(vii) until such time as all the Management Designated Directors or all the CS
Designated Directors are removed pursuant to Section 3.2(iii) or Section 3.2(v),
as applicable; and

 (viii) the CEO Director shall be removed (and shall immediately cease to serve
as a director) at such time as he or she ceases to serve as the Chief Executive
Officer of ICON.

Each time when a director is removed pursuant to clauses (iii), (v) or (vii)
above, the number of directors constituting the Board shall be reduced by one.
As used herein, "Cause" means such director's (a) willful and continued failure
to substantially perform his or her duties as a director of the Company, the LLC
or any of their respective subsidiaries, (b) willful conduct that is
substantially injurious, monetarily or otherwise, to the Company, LLC or any of
their respective subsidiaries, (c) indictment or conviction for, or guilty plea
to, a felony or a crime involving moral turpitude, (d) habitual abuse of illegal
drugs or other controlled substances or habitual intoxication, or (e) willful
and continued breach of a material provision of this Agreement, which breach is
not cured within thirty (30) days after receiving written notice from the Board
describing the breach in reasonable detail and stating that the Company will
consider the continuation of such breach as Cause hereunder.

      3.3 Successors.  In the event a director shall cease to serve for any
reason, then, (i) in the case of a Management Designated Director, Scott R.
Watterson shall have the right to nominate a successor Management Designated
Director; provided, however,  that if Scott R. Watterson is incapacitated or
dies, Gary E. Stevenson shall have such right to nominate the successor to such
Management Designated Director; provided, further, that if both Scott R.
Watterson and Gary E. Stevenson have died or are incapacitated, Scott R.
Watterson's legal representative, heir, legatee or distributes (collectively)
shall have the right to nominate the successor to such Management Designated
Director; provided, further, that if Scott R. Watterson's legal representative,
heir, legatee or distributes have not nominated the successor to such Management
Designated Director promptly after such Director ceases to serve on the Board,
Gary E. Stevenson's legal representative, heir, legatee or distributes
(collectively) shall have the right to nominate the successor to such Management
Designated Director, (ii) in the case of a CS Designated Director, the CS
Majority Holders shall have the right to nominate a successor CS Designated
Director, (iii) in the case of any Gay Designated Director, Robert Gay shall
have the right to nominate a successor Gay Designated Director; provided,
however, that in the event Robert Gay is not able to designate or has not
promptly designated any successor Gay Designated Director(s)
(a "Gay Disability"), (A) Ron Mika shall have the right to nominate such
successor Gay Designated Director(s) (including himself), or (B) if Ron Mika is
not able to designate or has not designated any such successor Gay Designated
Director(s), such Director(s) shall be designated by the mutual consent of the
Senior Management Majority Holder and the CS Majority Holders; and (iv) in the
case of the CEO Director, each holder of Voting Shares agrees to cause all
directors designated by it to nominate the then residing Chief Executive Officer
of ICON; provided, that no director removed for Cause shall be renominated or
reelected.  Each holder of Voting Shares shall, upon receipt of notice
identifying such nominee, promptly take all action necessary to cause the
appointment of such nominee to the Board pursuant to this Agreement and the
Company's By-laws and Certificate of Incorporation, each as amended and in
effect from time to time.

      3.4 Required Consents.  The Company agrees that it will not, and it will
not permit ICON or any of its other subsidiaries to take any action (including
any action by the applicable board of directors or any committee thereof) with
respect to any of the following matters without the approval of the Board: (i)
any offering of securities of the Company; (ii) any sale of a substantial
portion of the assets of the Company or any of its subsidiaries; (iii) any
merger or consolidation, except for a merger or consolidation between any direct
or indirect wholly-owned subsidiaries of the Company and any other direct or
indirect wholly-owned subsidiaries; (iv) any transaction constituting a change
in control of the Company; (v) any transaction to which Section 6 (subject to
Section 6.6) or Section 7 applies; and (vi) a Liquidity Event.

      3.5 Committees.  Each committee of the Board shall be composed so that the
representation thereon of Management Designated Directors, CS Designated
Directors, Gay Designated Directors and the CEO Director shall be in the same
proportion, as nearly as may be, as the representation of such directors on the
whole Board, except as consented to by the Senior Management Majority Holders,
CS Majority Holders and Robert Gay (or in the event of a Gay Disability, by each
of the Gay Designated Director(s)), in each case, if entitled to designate the
director(s) to be excluded; provided, however, that no Management Designated
Director or CEO Director shall sit on the audit committee or any committee
charged with consideration of matters related to compensation, employee stock
options, or the like.

      3.6 Fees.  The Company will pay the members of the Board (or CS in the
case of any CS Designated Director who is an employee of CS or any of its
Affiliates, as the CS Majority Holders notify the Company in writing) an annual
fee for their services to the Board in the amount of $40,000 each, and shall
reimburse each of them for their reasonable travel and out-of-pocket expenses
incurred in connection with their Board services.

      3.7 Proxy; the Company.

      3.7.1 Proxy.  In order to assist in the implementation of the foregoing
provisions of this Section 3, each holder of Voting Shares hereby constitutes
and appoints Scott R. Watterson (or in the event that Scott R. Watterson is
incapacitated or dies, Gary E. Stevenson) and Robert Gay (or in the event of a
Gay Disability, one of the Gay Designated Directors), and each of them, as
attorneys and proxies, with full power of substitution, to receive all notices,
and to represent, vote and consent, with respect to all Voting Shares held by
such holder, without any notice to such holder (such notice being expressly
waived by such holder), whether or not said representation, vote or consent
benefits the interests of any of said proxies, but only with respect to (i) any
matters presented to the stockholders of the Company, in their capacity as such,
for approval and following the approval of the Board, in which case all Voting
Shares shall be voted in the manner determined by the Board (except with respect
to amendments or waivers to this Agreement), and (ii) any and all of the matters
specified in, and only in the manner contemplated by, Sections 3.1, 3.3 and 3.4.
The foregoing proxy is irrevocable, is coupled with an interest in the Company
generally and shall remain in full force and effect notwithstanding the passage
of time (including without limitation the three-year (3) period specified in
Section 212(b) of the Delaware Corporation Law) until terminated in accordance
with the provisions of Section 3.8.
      3.7.2 Company to Allow No Inconsistent Action.  The Company agrees not to
give effect to any action by any holder of shares of Common Stock which is in
contravention of this Section 3.

      3.8 Action by the Board.  A quorum of the Board shall consist of a
majority of the number of directors then constituting the Board, of whom at
least one shall be a Management Designated Director, one shall be a CS
Designated Director and one shall be a Gay Designated Director (in each case,
for so long as there is at least one such director serving on the Board).  All
actions of the Board shall require (i) the affirmative vote of at least a
majority of the directors then constituting the Board at a meeting of the Board
at which a quorum is present; provided that in the event of a Gay Disability,
and until two (2) Gay Designated Directors serve as members of the Board, an
action of the Board shall require the affirmative vote of (1) each of the CS
Designated Directors and the Management Designated Directors, (2) each of the CS
Designated Directors and the remaining Gay Designated Director, or (3) each of
the Management Designated Directors and the remaining Gay Designated Director,
or (ii) the unanimous
 written consent of the Board.  If any director personally has, or has been
designated by any Investors who have, a financial interest in a matter under
consideration by the Board (other than its interest in the Company solely in its
capacity as an employee, officer, director or stockholder of the Company), such
director shall be considered present for purposes of establishing a quorum but
shall not be considered to be present for purposes of determining whether a
majority of directors present at the meeting have approved the relevant matter.

      3.9 Period.  The foregoing provisions of this Section 3 shall expire on
the earlier of (i) the date of termination of this Agreement, and (ii) a
Liquidity Event.

      4. CERTAIN TRANSFER RIGHTS AND RESTRICTIONS.

      4.1 Securities.  No stockholder who is a party to this Agreement shall
sell, assign, pledge, encumber, hypothecate, mortgage, exchange, give away,
dispose of or otherwise transfer, voluntarily or involuntarily by operation of
law, pursuant to judicial process or otherwise (herein, whether used as a noun
or a verb, collectively called a "Transfer"), all or any part of the economic or
other rights that comprise its Securities, except, notwithstanding anything to
the contrary contained herein, as permitted by this Section 4.1 and not
otherwise prohibited by Section 8.5.  Any attempted Transfer of Securities not
permitted by this Section 4.1 shall be null and void, and the Company shall not
in any way give effect to any such impermissible Transfer.
      4.1.1 Transfers under this Agreement, etc.  Any Investor may Transfer any
or all Securities held by such Investor:  (i) to the Company or any subsidiary
of the Company in one or more transactions approved by the Board, (ii) on the
terms and subject to the conditions of Sections 4.1.2, 5, 6, 7 or 8, or (iii)
pursuant to Rule 144 after the Initial Public Offering.
      4.1.2 Permitted Transfers of Securities.  Notwithstanding anything to the
contrary contained herein (but subject to the conditions of Sections 4.3, 4.4,
4.5, 4.6 and 4.7), an Investor may at any time effect any of the following
Transfers of Securities (each transferee of such Investor in respect of any
Transfer described in any of clauses (i) through (iv), a "Permitted
Transferee"):

(i) if an individual, any Transfer of any or all Securities held by such
Investor following such Investor's death by will or intestacy to such Investor's
legal representative, heir, legatee or distributes, whether or not such
transferee is a member of such Investor's Immediate Family;

(ii) if an individual, any Transfer of any or all Securities held by such
Investor as a gift or gifts during such Investor's lifetime to such Investor's
Immediate Family and/or Affiliate; provided that the Transferring Investor shall
retain voting control of the Transferred Securities; and provided, further, that
any such Affiliate shall re-Transfer such Securities to such Investor within
five (5) calendar days after ceasing to be an Affiliate of such Investor;

(iii) if a Senior Management Investor, any Transfer of any or all Securities
held by such Investor as a charitable gift to any Person which is described in
Section 501(c)(3) of the Internal Revenue Code of 1986 or any Transfer to such
Investor's (or such Investor's Affiliate's) "rabbi trust" or deferred
compensation accounts with the Company or any to any Affiliate of such Investor;
provided, that any such Affiliate shall re-Transfer such Securities to such
Investor within five (5) calendar days after ceasing to be an Affiliate of such
Investor;

(iv) if a CS Investor or other institutional investor (other than Gay or any Gay
Investor), any Transfer of any or all Securities held by such Investor to any
Affiliate of such Investor in a bona fide Transfer not part of a transaction or
series of transactions that results in the direct or indirect Transfer of such
Securities to a Person not an Affiliate of such Investor; provided, that any
such Affiliate shall re-Transfer such Securities to such Investor within five
(5) calendar days after ceasing to be an Affiliate of such Investor; or

(v) If an Investor, any Transfer upon the terms and conditions approved by the
Board; provided, however, that (x) such Person shall not be deemed a "CS
Investor", "Management Investor", "Senior Management Investor", "Junior
Management Investor" or "Gay Investor," as applicable, for the purposes of this
Agreement and shall not be entitled to the rights of a CS Investor, Management
Investor, Senior Management Investor, Junior Management Investor or Gay
Investor, as applicable, pursuant to Sections 3, 6, 7, 8 or 13.2 hereof; (y)
upon such Transfer, such Securities shall cease to be CS Securities, Management
Securities, Senior Management Securities, Junior Management Securities or Gay
Securities for the purposes of this Agreement; and (z) such Person shall become
subject to all of the obligations of this Agreement.

      4.2 [RESERVED].

      4.3 Lock Up.  Notwithstanding any provision to the contrary contained
herein, no Transfer may be made pursuant to this Section 4 except in compliance
with the provisions of Section 8.5 hereof.

      4.4 Prohibited Transfers.  Notwithstanding anything to the contrary
herein, no holder of Securities may Transfer any Securities to any Prohibited
Transferee or any Affiliate thereof, unless such Transfer is consummated in
connection with a Liquidity Event.

      4.5 Transfers by the Bain Investor or by Inverness.  Notwithstanding
anything to the contrary herein, so long as the ICON Bonds remain outstanding,
neither the Bain Investor nor Inverness shall Transfer any of its Securities,
unless such Transfer is consummated in connection with a Liquidity Event.

      4.6 Change in Control.  Notwithstanding anything to the contrary herein,
no holder of Securities may Transfer any Securities if such Transfer would
result in a "change of control" of ICON under the ICON Bonds or under the ICON
senior credit facility, unless such Transfer is consummated in connection with a
Liquidity Event.

      4.7  Transfer Conditions.  Notwithstanding anything to the contrary
herein, no holder of Securities may Transfer, and the Company may not issue,
Transfer or sell, any Securities (other than any issuance upon exercise of any
Options to the holders thereof) unless (i) such Transfer, issuance or sale of
Securities is not in violation of the provisions of this Section 4, and (ii) the
transferee or the purchaser of such Securities (if other than (A) the Company or
another existing stockholder thereof, (B) a transferee of Securities made under
Rule 144 or any successor provision under the Securities Act, or (C) a
transferee of Securities pursuant to an offer and sale registered under the
Securities Act) agrees to become a party to this Agreement and executes such
further documents as may be necessary, in the opinion of the Company, to make
him, her or it a party hereto.  Any purported Transfer, issuance or sale of
Securities other than in accordance with this Agreement by any holder thereof or
the Company shall be null and void, and the Company shall refuse to recognize
any such Transfer, issuance or sale for any purpose and shall not reflect in its
records any change in record ownership of Securities pursuant to any such
Transfer or issuance.

      4.8 Period.  The foregoing provisions of Section 4 shall expire on the
earlier of (i) the date of termination of this Agreement, or (ii) a Liquidity
Event.
      5. JUNIOR MANAGEMENT AND CS OPTIONS.  The Junior Management Investors and
CS shall have the option to purchase certain of the Option-Eligible Shares on
the terms and conditions set forth in Section 5 hereof.

      5.1 Junior Management.  Pursuant to the Original Agreement, the LLC has
granted, and hereby acknowledges and reaffirms its grant to each Junior
Management Investor of an irrevocable option (the "Junior Management Options")
to purchase up to the aggregate number of Option-Eligible Shares set forth on
Schedule 5.1 hereto (the "Junior Management Option-Eligible Shares") at a per
share purchase price (the "Junior Management Purchase Price") of $5.83, upon the
occurrence of the Liquidity Event and upon the terms and conditions of this
Section 5.1.
      5.1.1 Notice.  Not fewer than ten (10) Business Days prior to the
consummation of the Liquidity Event, a notice (for the purposes of this Section
5.1.1, the "Liquidity Event Notice") shall be furnished by the Company to each
holder of Option-Eligible Shares and to each Junior Management Investor.  The
Liquidity Event Notice shall include (i) the proposed date of consummation of
the Liquidity Event, and (ii) the number of Junior Management Option-Eligible
Shares that each Junior Management Investor is entitled to purchase.
      5.1.2 Exercise.  Each Junior Management Investor desiring to exercise its
Junior Management Option shall send a written commitment within three (3)
Business Days after the furnishing of the Liquidity Event Notice to the Company
and to each holder of Option-Eligible Shares (for the purposes of this Section
5.1.2, the "Option-Eligible Share Sellers") specifying the number of Junior
Management Option-Eligible Shares which such Junior Management Investor desires
to purchase (each Junior Management Investor who so elects to exercise the
Junior Management Option being referred to herein as an "Exercising Purchaser").
Each Junior Management Investor who has not so elected to exercise his or her
Junior Management Option shall be deemed to have waived all of his or her rights
with respect to such Junior Management Option, and his or her Junior Management
Option shall terminate upon consummation of the Liquidity Event.  In the event
that an Exercising Purchaser elects to purchase less than the total number of J
unior Management Option-Eligible Shares which are subject to his or her Junior
Management Option, such Junior Management Investor shall be deemed to have
waived all of his or her rights with respect to the remaining Junior Management
Option-Eligible Shares, and his or her Junior Management Option shall terminate
as to the remaining Junior Management Option-Eligible Shares upon consummation
of the Liquidity Event.
      The exercise by each Exercising Purchaser shall be irrevocable except as
hereinafter provided, and each such Exercising Purchaser shall be bound and
obligated to acquire such amount of Junior Management Option-Eligible Shares as
such Exercising Purchaser shall have specified in such Exercising Purchaser's
written commitment.  If at the end of the one hundred twentieth (120th) calendar
day following the date on which the Liquidity Event Notice was given the
Liquidity Event has not been consummated, each Exercising Purchaser shall be
released from his or her obligations under the written commitment, the Liquidity
Event Notice shall be null and void, the Junior Management Options shall remain
in full force and effect and it shall be necessary for a separate Liquidity
Event Notice to have been furnished, and the terms and provisions of this
Section 5.1 separately complied with, in order to consummate a Liquidity Event,
unless the failure to consummate the Liquidity Event resulted from any failure
by any Junior Management Investor to comply in any material respect with the
terms of this Section 5.1.
      5.1.3 Certain Legal Requirements.  In the event the participation by any
Junior Management Investor as an Exercising Purchaser would require under
applicable law (i) the registration or qualification of any securities or of any
person as a broker or dealer or agent with respect to such securities, or (ii)
the provision to any participant in the transaction of any information other
than such information as would be required under Regulation D of the Securities
and Exchange Commission or similar rule then in effect in an offering made
pursuant to said Regulation D solely to "accredited investors" as defined in
said Regulation D, the Option-Eligible Share Sellers shall be obligated only to
use their reasonable best efforts to cause such requirements to have been
complied with to the extent necessary to permit such Exercising Purchaser to
receive such securities.  Notwithstanding any provisions of this Section 5.1.3,
if use of reasonable best efforts shall not have resulted in such requirements
being complied with to the extent necessary to permit such Exercising Purchaser
to receive such securities, the Option-Eligible Share Sellers may exclude such
Exercising Purchaser from participation in the transaction.  The obligation of
the Option-Eligible Share Sellers to use reasonable best efforts to cause such
requirements to have been complied with to the extent necessary to permit an
Exercising Purchaser to receive such securities shall be conditioned on such
Exercising Purchaser executing such documents and instruments, and taking such
other actions (including, without limitation, if required by the Option-Eligible
Share Sellers on advice of their counsel, agreeing to be represented during the
course of such transaction by a "purchaser representative" (as defined in
Regulation D) in connection with evaluating the merits and risks of the
prospective investment and acknowledging that he was so represented), as the
Option-Eligible Share Sellers shall reasonably request in order to permit such
requirements to have been complied with.  Each Exercising Purchaser agrees to
take such actions as the Option-Eligible Share Sellers shall reasonably request
in order to permit such requirements to have been complied with.
      5.1.4 Payment and Delivery of Certificate.  The closing of the purchase
pursuant to the Junior Management Option (the "Junior Management Closing") shall
occur contemporaneously with and subject to the consummation of the Liquidity
Event.  At the Junior Management Closing, (a) each Option-Eligible Share Seller
shall deliver the certificates evidencing the Junior Management Option-Eligible
Shares to be sold by such Option-Eligible Share Seller, duly endorsed, or with
stock powers or other appropriate instruments duly endorsed, for transfer with
signature guaranteed, free and clear of any liens, encumbrances or adverse
claims, with any stock transfer tax stamps affixed; and (b) each Exercising
Purchaser shall deliver an amount equal to the Junior Management Purchase Price
multiplied by the number of Junior Management Option-Eligible Shares to be
purchased by such Exercising Purchaser through a wire transfer to the credit of
an account designated by each Option-Eligible Share Seller to the Exercising
Purchasers in writing not less than two (2) Business Days prior to the date of
the Junior Management Closing.
      5.1.5 Certain Adjustments.  In the event of any change in the number of
issued and outstanding shares of Common Stock by reason of any stock dividend,
split-up or combination of shares of Common Stock, the number and kind of shares
subject to the Junior Management Options, and the Junior Management Purchase
Price, shall be appropriately adjusted.
      5.1.6 Notice of Transfer.  Upon any transfer of Option-Eligible Shares
other than upon exercise of a Junior Management Option, the transferring holder
shall provide to the Junior Management Investors and the Company a statement
setting forth the number of Option-Eligible Shares transferred and the name and
address of the transferee and a statement signed by the transferee acknowledging
that the transferred Option-Eligible Shares shall continue to be subject to the
Junior Management Options hereunder.
      5.1.7 Termination.  The Junior Management Options shall terminate on the
earlier of (i) September 27, 2011, and (ii) immediately following the
consummation of the Liquidity Event.

      5.2 CS.  Pursuant to the Original Agreement, the LLC has granted, and
hereby acknowledges and reaffirms its grant, to CS of an irrevocable option (the
"CS Option") to purchase 1,030,000 Option-Eligible Shares (the "CS
Option-Eligible Shares") at a per share purchase price (the "CS Purchase Price")
of $14.56, upon the occurrence of the Liquidity Event and upon the terms and
conditions set forth in this Section 5.2.
      5.2.1 Notice.  Not fewer than ten (10) Business Days prior to the
consummation of the Liquidity Event, a notice (for the purposes of this Section
5.2.1, the "Liquidity Event Notice") shall be furnished by the Company to each
holder of Option-Eligible Shares and to CS.  The Liquidity Event Notice shall
include (i) the proposed date of consummation of the Liquidity Event, and (ii)
the purchase price per share of Common Stock payable to, and all other material
terms and conditions of, such Liquidity Event.
      5.2.2 Exercise.  If CS desires to exercise the CS Option, it shall send a
written commitment no more than five (5) Business Days after the furnishing of
the Liquidity Event Notice to the Company and to each holder of Option-Eligible
Shares (for the purposes of this Section 5.2.2, the "Option-Eligible Share
Sellers") specifying the amount of CS Option-Eligible Shares which CS desires to
purchase.  If CS does not elect to exercise its CS Option, CS shall be deemed to
have waived all of its rights with respect to the CS Option, and the CS Option
shall terminate upon consummation of the Liquidity Event.  If CS elects to
purchase less than the total number of CS Option-Eligible Shares which are
subject to the CS Option, CS shall be deemed to have waived all of its rights
with respect to the remaining CS Option-Eligible Shares, and the CS Option shall
terminate as to the remaining CS Option-Eligible Shares upon consummation of the
Liquidity Event.
      The exercise by CS shall be irrevocable except as hereinafter provided,
and CS shall be bound and obligated to acquire such amount of CS Option-Eligible
Shares as it shall have specified in its written commitment.  If at the end of
the one hundred twentieth (120th) calendar day following the date on which the
Liquidity Event Notice was given the Liquidity Event has not been consummated,
CS shall be released from its obligations under the written commitment, the
Liquidity Event Notice shall be null and void, the CS Option shall remain in
full force and effect and it shall be necessary for a separate Liquidity Event
Notice to have been furnished, and the terms and provisions of this Section 5.2
separately complied with, in order to consummate a Liquidity Event, unless the
failure to consummate the Liquidity Event resulted from any failure by CS to
comply in any material respect with the terms of this Section 5.2.
      CS shall purchase the CS Option-Eligible Shares from the Option-Eligible
Share Sellers pro rata, on the basis of the number of Option-Eligible Shares
beneficially owned by each Option-Eligible Share Seller.
      5.2.3 Payment and Delivery of Certificates.  The closing of the purchase
pursuant to the CS Option (the "CS Closing") shall occur contemporaneously with
and subject to the consummation of the Liquidity Event.  At the CS Closing, (a)
each Option-Eligible Share Seller shall deliver the certificates evidencing the
CS Option-Eligible Shares to be sold by such Option-Eligible Share Seller, duly
endorsed, or with stock powers or other appropriate instruments duly endorsed,
for transfer, free and clear of any liens, encumbrances or adverse claims, with
any stock transfer tax stamps affixed; and (b) CS shall deliver an amount equal
to the CS Purchase Price multiplied by the number of CS Option-Eligible Shares
to be purchased by CS through a wire transfer to the credit of an account
designated by each Option-Eligible Share Seller to CS in writing not less than
two (2) Business Days prior to the date of the CS Closing.
      5.2.4 Certain Adjustments.  In the event of any change in the number of
issued and outstanding shares of Common Stock by reason of any stock dividend,
split-up or combination of shares, the number and kind of shares subject to the
CS Option, and the CS Purchase Price, shall be appropriately adjusted.
      5.2.5 Termination.  The CS Option shall terminate on the earlier of (i)
the twelfth anniversary of the date hereof, and (ii) immediately following the
consummation of the Liquidity Event.
      5.2.6 Notice of Transfer.  Upon any transfer of Option-Eligible Shares
other than upon exercise of the CS Option, the transferring holder shall provide
to CS and the Company a statement setting forth the number of Option-Eligible
Shares transferred and the name and address of the transferee and a statement
signed by the transferee acknowledging that the transferred Option-Eligible
Shares shall continue to be subject to the CS Option hereunder.

      6. "COME ALONG" RIGHTS.  Each holder of Securities hereby agrees, if
requested by Scott R. Watterson (provided that if Scott R. Watterson is
incapacitated or dies, Gary E. Stevenson shall have the right to make such
request in his stead), the CS Investors and/or Robert Gay (prior to a Gay
Disability) (the "Initiating Sellers," as applicable), and approved by the
Board, to Transfer for value (for purposes of this Section 6, a "Sale") a
specified percentage (for purposes of this Section 6, the "Sale Percentage") of
the Securities then owned by such holder to any Person (for purposes of this
Section 6, the "Proposed Buyer") in the manner and on the terms set forth in
this Section 6 in connection with the sale of the Sale Percentage of the total
number of such Securities (on a fully diluted basis) held by all such Initiating
Sellers, to the Proposed Buyer; provided, however, that no holder of Securities
shall have any obligations under this Section 6 with respect to a particular
Transfer if the Sale Percentage with respect to such transfer is less than ten
percent (10%); provided, further, that any Transfer pursuant to this Section 6
shall comply with the provisions of Sections 4.3, 4.4, 4.5, 4.6 and 4.7; and
provided, further, that any Transfer pursuant to this Section 6 which results in
a Liquidity Event shall comply with this Section 6 and Section 4.3.

      6.1 Procedure.  If the Initiating Sellers elect to exercise their rights
under this Section 6, a notice (the "Come Along Notice") shall be furnished by
them to each holder of Securities.  The Come Along Notice shall set forth the
principal terms of the proposed Sale insofar as it relates to the Securities,
including the number of Securities to be purchased from the Initiating Sellers,
the Sale Percentage, the maximum and minimum purchase price, the name and
address of the Proposed Buyer and (if the Proposed Buyer is not subject to the
periodic reporting requirements of the Exchange Act) the name of each director
of the Proposed Buyer and of each Person which is the beneficial owner of more
than twenty percent (20%) of the common stock of the Proposed Buyer.  If the
Initiating Sellers consummate the Sale referred to in the Come Along Notice,
each other holder of Securities (each a "Participating Seller") shall be bound
and obligated to sell the Sale Percentage of the Securities in the Sale on the
same terms and conditions (subject to all of the provisions of this Agreement
and it being understood that, without limiting the foregoing, for such purposes
the terms applicable to shares of Common Stock shall be identical in all
respects), with respect to each Security sold in a Sale, as the Initiating
Sellers shall sell each of their Securities in the Sale, and, in the case of
Options, have the opportunity to either (i) exercise or convert such Options
(if then exercisable or convertible) and participate in such sale as holders of
shares of Common Stock issuable upon such exercise or conversion, or (ii) upon
the consummation of the Sale, receive in exchange for such Options (to the
extent exercisable or convertible at the time of such Sale) consideration equal
to the amount determined by multiplying (1) the same amount of consideration
per share received by the holders of the shares of Common Stock of the same
class of Common Stock for which the Option is exercisable or into which the
Option is convertible in connection with the Sale less the exercise or
conversion price per share of such Option by (2) the number of shares of Common
Stock of such class represented by such Option.  If at the end of the ninetieth
(90th) calendar day following the date of the effectiveness of the Come Along
Notice the Initiating Sellers have not completed the Sale, each Participating
Seller shall be released from his obligation under the Come Along Notice, the
Come Along Notice shall be null and void, and it shall be necessary for a
separate Come Along Notice to have been furnished and the terms and provisions
of this Section 6 separately complied with, in order to consummate such Sale
pursuant to this Section 6, unless the failure to complete such Sale resulted
from any failure by any Participating Seller to comply in any material respect
with the terms of this Section 6.

      6.2 Certain Legal Requirements.  In the event the consideration to be paid
in exchange for Securities in the proposed Sale pursuant to Section 6.1 includes
any securities and the receipt thereof by any Investor as a Participating Seller
would require under applicable law (i) the registration or qualification of such
securities or of any person as a broker or dealer or agent with respect to such
securities, or (ii) the provision to any participant in the Sale of any
information other than such information as would be required under Regulation D
of the Securities and Exchange Commission or similar rules then in effect in an
offering made pursuant to said Regulation D solely to "accredited investors" as
defined in said Regulation D, the Initiating Sellers shall be obligated only to
use their reasonable best efforts to cause such requirements to have been
complied with to the extent necessary to permit such Participating Seller to
receive such securities.  Notwithstanding any provisions of this Section 6,
if use of reasonable best efforts shall not have resulted in such requirements
being complied with to the extent necessary to permit such Participating Seller
to receive such securities, the Initiating Sellers shall cause to be paid to the
Participating Seller in lieu thereof, against surrender of the Securities (in
accordance with Section 6.4 hereof) which would have otherwise been sold by such
Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal
to the Fair Market Value of the securities each such Participating Seller would
otherwise receive.  The obligation of the Initiating Sellers to use reasonable
best efforts to cause such requirements to have been complied with to the extent
necessary to permit a Participating Seller to receive such securities shall be
conditioned on such Participating Seller executing such documents and
instruments, and taking such other actions including without limitation, if
required by the Initiating Sellers on advice of their counsel, agreeing to be r
epresented during the course of such transaction by a "purchaser representative"
(as defined in Regulation D) in connection with evaluating the merits and risks
of the prospective investment and acknowledging that he was so represented, as
the Initiating Sellers shall reasonably request in order to permit such
requirements to have been complied with.  Each Participating Seller agrees to
take such actions as the Initiating Sellers shall reasonably request in order to
permit such requirements to have been complied with, and no Participating Seller
shall have the right to require that such Participating Seller receive cash in
lieu of securities on the grounds that such requirements have not been complied
with.

      6.3 Further Assurances.  Each Participating Seller, and each Investor to
whom the Securities held by such Participating Seller were originally issued,
shall, whether in his capacity as a Participating Seller, stockholder, officer
or director of the Company, or otherwise, take or cause to be taken all such
actions as may be reasonably requested in order expeditiously to consummate each
Sale pursuant to Section 6.1; provided, however, that no Management Investor
party to an employment agreement with the Company or any of its subsidiaries
shall be required hereunder to extend the term thereof.

      6.4 Closing.  The closing of a Sale pursuant to Section 6.1 shall take
place at such time and place as the Initiating Sellers shall specify by notice
to each Participating Seller.  At the closing of any Sale under this Section 6,
each Participating Seller shall deliver the certificates evidencing the
Securities to be sold by such Participating Seller, duly endorsed, or with stock
powers or other appropriate instruments duly endorsed, for transfer, free and
clear of any liens, encumbrances or adverse claims, with any stock transfer tax
stamps affixed, against delivery of the applicable consideration.

      6.5 Fairness Opinions in Certain Circumstances.
      6.5.1 Opinion.  In the case of a proposed Sale pursuant to Section 6.1 to
a Proposed Buyer which is an Affiliate of any Initiating Seller, any holder of
Securities that is not an Initiating Seller may give notice (the date of such
notice being the "Section 6.5 Request Date") to the Initiating Sellers of a
request for a fairness opinion under this Section 6.5 within ten (10) calendar
days after the earlier of the effectiveness of the Come Along Notice with
respect thereto or such date as Initiating Sellers may provide a separate
written notice of such Sale, then such Sale shall not be effected pursuant to
the provisions of Section 6.1 unless the Company or the Initiating Sellers shall
furnish the holder or holders so requesting (with a copy thereof to any holder
of Securities that may so request) a notice which includes a written opinion of
an Independent Investment Banking Firm to the effect that the Sale is fair to
the holders of the requesting type of Securities from a financial point of view
(a "Section 6.5 Opinion").  In rendering such Section 6.5 Opinion, such
Independent Investment Banking Firm shall consider (i) the form and amount of
consideration to be received pursuant to such Sale in respect of Securities by
holders thereof other than holders of the requesting type of Securities, (ii)
the form and amount of consideration to be received pursuant to such Sale in
respect of Securities by the holders of the requesting type of Securities, and
(iii) other factors it may deem relevant.
      6.5.2 Selection of Investment Banking Firm.  The Independent Investment
Banking Firm to provide the Section 6.5 Opinion shall be selected by the Board;
provided, however, that the votes of the directors designated by the Initiating
Seller shall not be taken into account when making such a selection.

      6.6 Period.  The foregoing provisions of Section 6 shall expire on the
earlier of (i) the date of termination of this Agreement, and (ii) a Liquidity
Event.


      7. "CO-SALE" RIGHTS.

      7.1 Tag Along.  Upon approval by the Board of a Transfer pursuant to
Section 4.1.2(v) and the approval by the Board of "tag along" rights (or similar
rights) in connection therewith, no holder or holders of Securities (for
purposes of this Section 7, collectively, the "Proposed Seller") shall Transfer
(for purposes of this Section 7, a "Sale") any Securities to any other Person
(for the purposes of this Section 7, the "Proposed Buyer"), other than to
Permitted Transferees in accordance with Section 4, including Section 4.7,
except in the manner and on the terms set forth in this Section 7 and in
compliance with Section 4, and attempted Transfers in violation of this Section
7 or Section 4 shall be null and void.
      7.1.1 Offer.  A written notice (the "Tag Along Notice") shall be furnished
by the Proposed Seller to each other holder of Securities (the "Tag Along
Offerees") at least ten (10) Business Days prior to a Transfer.  The Tag Along
Notice shall include:

      (a) The principal terms of the proposed Sale insofar as it relates to the
Securities, including the number of Securities to be purchased from the Proposed
Seller, the percentage on a fully-diluted basis of the total number of
Securities held by the Proposed Seller which such number of Securities
constitutes (for purposes of this Section 7, the "Sale Percentage"), the maximum
and minimum purchase price, the name and address of the Proposed Buyer, and (if
the Proposed Buyer is not subject to the periodic reporting requirements of the
Exchange Act) the name of each director of the Proposed Buyer and of each Person
which is the beneficial owner of more than twenty percent (20%) of the common
stock of the Proposed Buyer; and

      (b) An offer by the Proposed Seller to include, at the option of each Tag
Along Offeree, in the Sale to the Proposed Buyer such number of Securities owned
by such Tag Along Offeree up to the Sale Percentage of the total number of
Securities held by such Tag Along Offeree), on the same terms and conditions
(subject to all of the provisions of this Agreement), with respect to each
Security sold in a Sale, as the Proposed Seller shall sell each of its
Securities.

      7.1.2 Exercise.  Each Tag Along Offeree desiring to accept the offer
contained in the Tag Along Notice shall send a written commitment to the
Proposed Seller specifying the number of Securities (not in any event to exceed
the Sale Percentage of the total number of Securities held by such Tag Along
Offeree) which such Tag Along Offeree desires to have included in the Sale
within ten (10) Business Days after the effectiveness of the Tag Along Notice
(each a "Participating Seller").  Each Tag Along Offeree who has not so accepted
such offer shall be deemed to have waived all of his or her rights with respect
to the applicable Sale, and the Proposed Seller and the Participating Sellers
shall thereafter be free to sell to the Proposed Buyer, at a price no greater
than the maximum price set forth in the Tag Along Notice and otherwise on terms
not more favorable in any material respect to them than those set forth in the
Tag Along Notice, without any further obligation to such non-accepting Tag Along
Offerees.  If, prior to consummation, the terms of such proposed Sale shall
change with the result that the price shall be greater than 105% of the maximum
price set forth in the Tag Along Notice or the other terms shall be more
favorable in any material respect than as set forth in the Tag Along Notice, it
shall be necessary for a separate Tag Along Notice to have been furnished, and
the terms and provisions of this Section 7 separately complied with, in order to
consummate such proposed Sale pursuant to this Section 7; provided, however,
that in the case of such a separate Tag Along Notice, the applicable period
referred to in Section 7.1.1 and this Section 7.1.2 shall be five (5) Business
Days.
      The acceptance of each Participating Seller shall be irrevocable except as
hereinafter provided, and each such Participating Seller shall be bound and
obligated to sell in the Sale, on the same terms and conditions specified in the
Tag Along Notice (subject to all of the provisions of this Agreement), such
number of Securities as such Participating Seller shall have specified in such
Participating Seller's written commitment, and, in the case of Options, have the
opportunity to either (i) exercise or convert such Options (if then exercisable
or convertible) and participate in such sale as holders of Common Stock issuable
upon such exercise or conversion, or (ii) upon the consummation of the Sale,
receive in exchange for such Options (to the extent exercisable or convertible
at the time of such Sale) consideration equal to the amount determined by
multiplying (1) the same amount of consideration per share of Common Stock
received by the holders of the same class of Common Stock for which the Option
is exercisable or into which the Option is convertible in connection with the
Sale less the exercise or conversion price per share of such Option by (2) the
number of shares of Common Stock of such class represented by such Option.  In
the event the Proposed Seller shall be unable (otherwise than by reason of the
circumstances described in Section 7.2) to obtain the inclusion in the Sale of
all Securities which the Proposed Seller and each Participating Seller desires
to have included in the Sale (as evidenced in the case of the Proposed Seller by
the Tag Along Notice and in the case of each Participating Seller by such
Participating Seller's written commitment), the number of Securities to be sold
in the Sale by the Proposed Seller and each Participating Seller shall be
reduced on a pro rata basis according to the proportion which the number of
Securities which each such Person desires to have included in the Sale bears to
the total number of Securities desired by all such Persons to have included in
the Sale.
      If at the end of the one hundred eightieth (180th) calendar day following
the date of the effectiveness of the Tag Along Notice the Proposed Seller has
not completed the Sale as provided in the foregoing provisions of this Section
7.1, each Participating Seller shall be released from his obligations under his
written commitment, the Tag Along Notice shall be null and void, and it shall be
necessary for a separate Tag Along Notice to have been furnished, and the terms
and provisions of this Section 7 separately complied with, in order to
consummate such Sale pursuant to this Section 7, unless the failure to complete
such Sale resulted from any failure by any Tag Along Offeree to comply in any
material respect with the terms of this Section 7.

      7.2 Certain Legal Requirements.  In the event the consideration to be paid
in exchange for Securities in the proposed Sale pursuant to Section 7.1 includes
any securities and the receipt thereof by any Participating Seller would require
under applicable law (i) the registration or qualification of such securities or
of any person as a broker or dealer or agent with respect to such securities, or
(ii) the provision to any participant in the Sale of any information other than
such information as would be required under Regulation D of the Securities and
Exchange Commission or similar rule then in effect in an offering made pursuant
to said Regulation D solely to "accredited investors" as defined in said
Regulation D, the Proposed Seller shall be obligated only to use its reasonable
best efforts to cause such requirements to have been complied with to the extent
necessary to permit such Participating Seller to receive such securities.
Notwithstanding any provisions of this Section 7, if use of reasonable
 best efforts shall not have resulted in such requirements being complied with
to the extent necessary to permit such Participating Seller to receive such
securities, the Proposed Seller shall cause to be paid to such Participating
Seller in lieu thereof, against surrender of the Securities (in accordance with
Section 7.4 hereof) which would have otherwise been sold in such Sale by such
Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal
to the Fair Market Value of the securities which such Participating Seller would
otherwise receive.  The obligation of the Proposed Seller to use reasonable best
efforts to cause such requirements to have been complied with to the extent
necessary to permit a Participating Seller to receive such securities shall be
conditioned on such Participating Seller executing such documents and
instruments, and taking such other actions (including without limitation, if
required by the Proposed Seller on advice of its counsel, agreeing to be
represented during the course of such transaction by a "purchaser
representative" (as defined in Regulation D) in connection with evaluating the
merits and risks of the prospective investment and acknowledging that he was so
represented), as the Proposed Seller shall reasonably request in order to permit
such requirements to have been complied with.  Each Participating Seller agrees
to take such actions as the Proposed Seller shall reasonably request order to
permit such requirements to have been complied with, and no Participating Seller
shall have the right to require that such Participating Seller receive cash in
lieu of securities on grounds that such requirements have not been complied
with.

      7.3 Further Assurances.  Each Participating Seller, and each Investor to
whom the Securities held by such Participating Seller were originally issued,
shall, whether in his capacity as a Participating Seller, stockholder, officer
or director of the Company, or otherwise, take or cause to be taken all such
actions (subject as to entering into agreements to the provisions of the next
sentence hereof) as may be reasonably requested in order expeditiously to
consummate each Sale pursuant to Section 7.1; provided however, that no
Management Investor party to an employment agreement with the Company or any of
its subsidiaries shall be required hereunder to extend the term thereof.

      7.4 Closing.  The closing of a Sale pursuant to Section 7.1 shall take
place at such time and place as the Proposed Seller shall specify by notice to
each Participating Seller.  At the closing of any Sale under this Section 7,
each Participating Seller shall deliver the certificates evidencing the
Securities to be sold by such Participating Seller, duly endorsed, or with stock
powers or other appropriate instruments duly endorsed, for transfer, free and
clear of any liens, encumbrances or adverse claims, with any stock transfer tax
stamps affixed, against delivery of the applicable consideration.

      7.5 Excluded Transactions.  Notwithstanding any provisions of this Section
7 to the contrary and subject to the provisions of Section 8 below, the
preceding provisions of this Section 7 shall not apply to any Sale pursuant to
Section 6 or Section 8 of this Agreement; and no holder of Securities shall have
pursuant to the provisions of this Section 7 any right of participation or
otherwise with respect to any Transfer of Securities to Permitted Transferees or
in a Public Offering or under Rule 144; provided that such Permitted Transferee
has delivered to the Company a written acknowledgment and agreement in form and
substance reasonably satisfactory to the Company that all such Securities to be
received by such recipient are subject to all of the provisions of this
Agreement and that such recipient is bound hereby and a party hereto to the same
extent as the holder thereof, as the case may be.

      7.6 Period.  The foregoing provisions of Section 7 shall expire on the
earlier of (i) the date of termination of this Agreement or (ii) a Liquidity
Event.

      8. REGISTRATION RIGHTS.  The Company will perform and comply, and cause
each of its subsidiaries to perform and comply, with such of following
provisions as are applicable to it.  Each holder of Securities or Non-CS Warrant
Securities will perform and comply with such of the following provisions as are
applicable to such holder.

      8.1 Piggyback Registration Rights.
      8.1.1 Election.  Whenever the Company proposes to register (other than a
registration pursuant to Section 8.3.3) on form S-1, S-2 or S-3 (or any
successor form) any shares of Common Stock for its own or others' account under
the Securities Act for a public offering (each a "Public Offering"), the Company
shall furnish each holder of Registrable Securities prompt notice of its intent
to do so.  Upon the request of any such holder given by notice to the Company
within twenty (20) calendar days after the effectiveness of such notice from the
Company, the Company will use its reasonable best efforts to cause to be
included in such registration all of the Registrable Securities which such
holder requests.
      8.1.2 Further Assurances.  Holders of Registrable Securities participating
in any Public Offering shall take all such actions and execute all such
documents and instruments that are reasonably requested by the Company to effect
the sale of their Registrable Securities in such Public Offering, including
without limitation being parties to the underwriting agreement entered into by
the Company and any other selling shareholders in connection therewith and being
liable in respect of any representations and warranties being made by each
selling shareholder and any indemnification agreements and "lock-up" agreements
made by each selling shareholder for the benefit of the underwriters in such
underwriting agreement; provided, however, that (i) no Management Investor party
to an employment agreement with the Company or any of its subsidiaries shall be
required hereunder to extend the term thereof; and (ii) except with respect to
individual representations and warranties regarding such matters as legal
capacity or due organization of such participating holder, authority to
participate in the Public Offering, compliance by such selling shareholder with
laws and agreements applicable to it, ownership (free and clear of liens,
charges, encumbrances and adverse claims) of Registrable Securities to be sold
by such selling shareholder and accuracy of information with respect to such
selling shareholder furnished for inclusion in any disclosure document relating
to each Public Offering ("Individual Underwriting Agreement Representations"),
the aggregate amount of the liabilities of such participating holder of
Registrable Securities pursuant to such underwriting agreement shall not exceed
the lesser of (a) such participating holder's pro rata portion of any such
liability, in accordance with such participating holder's portion of the total
number of Registrable Securities included in the Public Offering, and (b) the
net proceeds received by such participating holder from the Public Offering.  If
any Management Investor holding Registrable Securities shall request
participation in any Public Offering pursuant to this Section 8.1, the Company
shall use its reasonable best efforts to induce the managing underwriter of the
securities being offered to permit such Management Investor to make no
representations or warranties in the underwriting agreement other than
Individual Underwriting Agreement Representations, but to be liable as
indemnitors with respect to any other representations or warranties made by
other selling holders in such underwriting agreement, but in the event the
managing underwriter shall not accede to such request, such Management Investor
shall, within five (5) calendar days of notice to that effect from the managing
underwriter or its counsel, either elect to make such other representations and
warranties in the underwriting agreement as shall be made by other participating
holders or to withdraw from participation.
      8.1.3 Expenses.  The Company shall pay all expenses of the holders of
Registrable Securities participating in any Public Offering pursuant to this
Section 8.1, other than (i) underwriting discounts and commissions, if any,
attributable to the Registrable Securities being sold by such holder, (ii)
applicable transfer taxes, if any, and (iii) fees and charges of any attorneys
or other advisors (other than attorneys and advisors retained by the Company to
advise it in connection with such Public Offering and one counsel retained to
advise all holders of Registrable Securities in connection with such Public
Offering) retained by any such holders.
      8.1.4 Excluded Transactions.  Notwithstanding the preceding provisions of
this Section 8.1, no holder of Registrable Shares shall have any right of
participation or otherwise with respect to the following Public Offerings:
      (a) Any Public Offering relating solely to employee benefit plans, or
      (b) Any Public Offering the proceeds of which are used principally to
finance the acquisition after the date hereof by the Company or any of its
subsidiaries of any acquired businesses or any Public Offering constituting an
exchange of securities for securities of any such acquired businesses.

      8.2 Demand Registration Rights.
      8.2.1 Registration on Request of Holders of Certain Securities.
      8.2.1.1 Demand.  At any time not earlier than one hundred eighty (180)
calendar days after the closing of the Initial Public Offering, each of (i) the
CS Majority Holders, (ii) the Senior Management Majority Holders, (iii) the Gay
Majority Holders, or (iv) Other Investors holding the majority of the
outstanding shares of Common Stock (on a fully diluted basis), other than the CS
Securities, Senior Management Securities and the Gay Securities (as to each such
registration, each an "Initiating Holder") may, by notice to the Company
specifying the intended method or methods of disposition, request that the
Company effect the registration under the Securities Act of all or a specified
part of the Registrable Securities held by such Initiating Holders, subject to
the following terms and conditions:
      (i) the market value of the Registrable Securities to be sold in any such
registration shall be estimated to be at least Forty Million Dollars
($40,000,000) at the time of filing such registration statement;
      (ii) the Company shall not be required to file more than two (2) such
registration statements pursuant to this Section 8.2.1.1 in any twelve-month
(12) period;
      (iii)  the Company shall not be required to file more than (i) three (3)
such registration statements pursuant to a demand made by the Senior Management
Majority Holders, (ii) three (3) such registration statements pursuant to a
demand made by the CS Majority Holders, (iii) two (2) such registration
statements pursuant to a demand made by holders of Non-CS Warrant Securities
(other than the Company, the Management Investors, the CS Investors, the Gay
Investors or the Other Investors) representing an aggregate of at least 25% of
the Non-CS Warrant Securities then outstanding, (iv) one (1) such registration
statement pursuant to a demand made by the Gay Majority Holders, and (v) one (1)
such registration statements pursuant to a demand made by the Other Investors;
      (iv)  in the event the number of shares requested to be included in a
Public Offering by the Initiating Holders with respect thereto is reduced by
operation of the provisions of Section 8.3.1, such demand shall be excluded in
determining the number of demands exercisable by such Initiating Holders; and
      (v) no demand may be made unless the Initiating Holders with respect
thereto hold Registrable Securities constituting at least ten percent (10%) of
the aggregate outstanding number of shares of Common Stock.
      8.2.1.2 Certain Provisions.  No holder of Registrable Securities shall
present any request for registration pursuant to this Section 8.2.1 at any time
within one hundred eighty (180) calendar days after the furnishing by the
Company of any notice of proposed registration under Section 8.1 (unless
abandoned by notice from the Company) or the consummation of any other Public
Offering, without the prior consent of the Company.  Promptly after receipt of
any notice requesting registration of Registrable Securities pursuant to this
Section 8.2.1, the Company will give notice of such requested registration to
all other holders of Registrable Securities.  The Company will then use its
reasonable best efforts to effect the registration under the Securities Act of
the Registrable Securities which the Company has been requested to register by
the holders requesting registration pursuant to this Section 8.2.1, and, subject
to all of the provisions of this Section 8, all other Registrable Securities
which the Company has been requested to register pursuant to Section 8.1.1 by
notice delivered to the Company within twenty (20) calendar days after the
giving of such notice by the Company (which request shall specify the intended
method of disposition of such Registrable Securities), all to the extent
requisite to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities which the Company has been
so requested to register.
      8.2.2 Form.  Each registration requested pursuant to this Section 8.2
shall be effected by the filing of a registration statement on Form S-1 (or any
other form which includes substantially the same information as would be
required to be included in a registration statement on such form as currently
constituted), unless the use of a different form has been agreed to in writing
by holders of at least a majority of the Registrable Securities held by the
Initiating Holders (the "Majority Initiating Holders").
      8.2.3 Registrations Pursuant to Section 8.2.  In the case of a
registration pursuant to Section 8.2, whenever the Majority Initiating Holders
shall request that such registration shall be effected pursuant to an
underwritten offering, such registration shall be so effected, and all
Registrable Securities requested to be included in such registration shall be
included in such underwritten offering, subject to the cutback provisions of
Section 8.3.1.  If requested by such underwriters, the Company will enter into
an underwriting agreement with such underwriters for such offering containing
such representations and warranties by the Company and such other terms and
provisions as are customarily contained in underwriting agreements with respect
to secondary distributions, including, without limitation, customary indemnity
and contribution provisions.
      8.2.4 Expenses.  The Company shall pay all expenses of the holders of
Registrable Securities participating in any Public Offering pursuant to this
Section 8.2, other than (i) underwriting discounts and commissions, if any, (ii)
applicable transfer taxes, if any, and (iii) fees and charges of any attorneys
or other advisors (other than attorneys and advisors retained by the Company to
advise it in connection with such Public Offering and one counsel retained to
advise all holders of Registrable Securities in connection with such Public
Offering) retained by any such holders.

      8.3 Certain Other Provisions.
      8.3.1 Cutbacks.  Notwithstanding the foregoing provisions of this Section
8, if the Company is advised in good faith by any managing underwriter of
securities being offered pursuant to any Public Offering under this Section 8
that the number of shares requested to be sold in such Public Offering is
greater than the number of such shares which can be included in such Public
Offering without materially adversely affecting such Public Offering, the shares
to be included in such offering shall be reduced to the extent requested by such
managing underwriter as provided in this Section 8.3.1:
      8.3.1.1 Company Registration or IPO.  Upon registration of securities
initiated by the Company as contemplated by Section 8.1.1 or in the case of an
Initial Public Offering, shares to be included in such offering shall be reduced
in the following order and fashion:
      (i) first, securities requested to be included by Persons other than the
Company and holders of Registrable Securities shall be reduced pro rata (based
on the number of shares requested to be included by such Persons);
      (ii) second, Registrable Securities requested to be included in the Public
Offering shall be reduced pro rata (based on the number of Registrable
Securities requested to be included by the holders thereof); and
      (iii)  third, securities proposed to be included by the Company shall be
reduced.
      8.3.1.2 Demand Registration Rights.  Upon the exercise of demand
registration rights by the Initiating Holders pursuant to Section 8.2, shares to
be included in such offering shall be reduced in the following order and
fashion:
      (i) first, securities requested to be included by Persons other than the
Company and holders of Registrable Securities shall be reduced pro rata (based
on the number of shares requested to be included by such Persons);
      (ii) second, securities requested to be included in the Public Offering by
the Company shall be reduced; and
      (iii)  third, Registrable Securities requested to be included in the
Public Offering shall be reduced pro rata (based upon the number of Registrable
Securities requested to be included by the holders thereof).
      8.3.2 Resale Shelf Registration for Non-CS Warrant Securities.  In
addition to the registration rights granted pursuant to Section 8.1 and 8.2
above, upon the request of the Non-CS Majority Warrantholders, the Company will
at its own expense, not later than three hundred and ninety five (395) calendar
days after the effectiveness of the first underwritten Public Offering, file,
and use its reasonable best efforts to cause to become and remain effective, a
shelf registration statement under the Securities Act covering the Registrable
Securities included in the Non-CS Warrant Securities until such time as may be
consented to by the Non-CS Majority Warrantholders; provided, however, that (i)
the rights provided by this Section 8.3.2 shall expire on such date, if any, as
all Non-CS Warrant Securities are freely tradeable under clause (k) of Rule 144
and no holder of Non-CS Warrant Securities holds more than one percent (1%) of
all outstanding shares of Common Stock, and (ii) the Company shall not be requir
ed to file any registration statement pursuant to this Section 8.3.2 at any time
within one hundred eighty (180) calendar days after either the furnishing by the
Company of any notice of proposed registration under Section 8.1 or 8.2 hereof
(unless abandoned by notice from the Company or the Majority Initiating Holders,
as applicable) or the consummation of any other Public Offering.
      8.3.3 Selection of Managing Underwriters.  In the case of any registration
proposed by the Company for the Public Offering of securities for its own
account, the managing underwriters, if any, with respect thereto shall be
selected by the Company.  In the case of any registration pursuant to Section
8.2 hereof, the holders of a majority of the Registrable Securities requested to
be included therein hereunder shall select the managing underwriters, if any,
with respect thereto.
      8.3.4 Selection of Counsel.  Counsel to the Company in connection with any
Public Offering shall be selected by the Company, and counsel to the selling
holders of Registrable Securities shall be selected by the holders of a majority
of the Registrable Securities requested pursuant to the provisions hereof to be
included therein.

      8.4 Indemnification and Contribution.
      8.4.1 Indemnities of the Company.  In the event of any registration of any
Registrable Securities or other debt or equity securities under the Securities
Act, and in connection with any registration statement or any other disclosure
document produced by or on behalf of the Company and any of its subsidiaries
pursuant to which securities of the Company and any of its subsidiaries are sold
(whether or not for the account of the Company) or any other disclosure document
produced by or on behalf of the Company and any of its subsidiaries, including
without limitation reports required or other documents filed under the Exchange
Act, the Company will, and hereby does, and will cause its subsidiaries, jointly
and severally to, indemnify and hold harmless each seller of Registrable
Securities, any other holder of Securities or Non-CS Warrant Securities who is
or might be deemed to be a controlling Person of the Company and any of its
subsidiaries within the meaning of Section 15 of the Securities Act or Sectio
n 20 of the Exchange Act, their respective direct and indirect partners,
advisory board members, directors, officers and shareholders, and each other
Person, if any, who controls any such seller or any such holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each such person being referred to herein as a "Covered Person"), against any
losses, claims, damages or liabilities, joint or several, to which such Covered
Person may be or become subject under the Securities Act, the Exchange Act, any
other securities or other law of any jurisdiction, common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained or
incorporated by reference in any registration statement under the Securities
Act, any preliminary prospectus or final prospectus included therein, or any
related summary or free writing
prospectus, or any amendment or supplement thereto, or any document
incorporated by reference therein, or any other such disclosure document or
other document or report, (ii) any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (iii) any violation by the Company and any
of its subsidiaries of any federal, state or common law rule or regulation
applicable to the Company and to any of its subsidiaries and relating to action
or inaction in connection with any such registration, disclosure document or
other document or report, and will reimburse such Covered Person for any legal
or any other expenses incurred by it in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding;
provided, however, that neither the Company nor any of its subsidiaries shall be
liable to any Covered Person in any such case to the extent that any such loss,
claim, damage, liability, a
ction or proceeding arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary or free writing prospectus, amendment or supplement, incorporated
document or other such disclosure document or other document or report, in
reliance upon and in conformity with written information furnished to the
Company or to any of its subsidiaries through an instrument duly executed by
such Covered Person specifically stating that it is for use in the preparation
thereof.  The indemnities of the Company and of its subsidiaries contained in
this Section 8.4.1 shall remain in full force and effect regardless of any
investigation made by or on behalf of such Covered Person and shall survive any
transfer of securities.
      8.4.2 Indemnities to the Company.  Each seller of Registrable Securities
in any registration statement filed pursuant to this Section 8, agrees,
severally but not jointly, to indemnify and hold harmless the Company and any of
its subsidiaries, each director of the Company or any of its subsidiaries, each
officer of the Company or any of its subsidiaries who shall sign such
registration statement and each other Person (other than such seller), if any,
who controls the Company and any of its subsidiaries within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect
to any statement in or omission from such registration statement, any
preliminary prospectus or final prospectus included therein, or any amendment or
supplement thereto, or any free writing prospectus or other document
incorporated therein, if such statement or omission was made in reliance upon
and in conformity with written information furnished to the Company or to any of
its subsidiaries through an
 instrument executed by such seller specifically stating that it is for use in
the preparation of such registration statement, preliminary prospectus, final
prospectus, free writing prospectus, summary prospectus, amendment or
supplement, or incorporated document.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company,
any of its subsidiaries, or any such director, officer or controlling Person and
shall survive any transfer of securities.
      8.4.3 Contribution.  If the indemnification provided for in Sections 8.4.1
or 8.4.2 hereof is unavailable to a party that would have been an indemnified
party under any such Section in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each party that would have been an indemnifying party thereunder shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative fault of such indemnifying party on the
one hand and such indemnified party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof).  The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such indemnifying
party or such indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The parties agree that it would not be just or equitable if
contribution pursuant to this Section 8.4.3 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the preceding sentence.  The amount
paid or payable by a contributing party as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to above in this Section 8.4.3 shall include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
      8.4.4 Limitation on Liability of Holders of Registrable Securities.  The
liability of each holder of Registrable Securities in respect of all
indemnification and contribution obligations of such holder arising under this
Section 8.4 shall not in any event exceed an amount equal to the net proceeds to
such holder (after deduction of all underwriters' discounts and commissions and
all other expenses paid by such holder in connection with the registration in
question) from the disposition of the Registrable Securities disposed of by such
holder pursuant to such registration.

      8.5 Lock-up.  Without the prior written consent of the Company, for a
period beginning ten calendar days immediately preceding and ending on the one
hundred eightieth (180th) calendar day (in the case of the Initial Public
Offering, or ninetieth (90th) calendar day in the case of any other offering, or
such shorter period as the managing underwriter shall agree) following the
effective date of the registration statement used in connection with any
offering of shares of Common Stock by the Company, no holder of Securities
(whether or not a selling shareholder pursuant to such registration statement)
shall (a) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for such Common Stock or (b) enter into any swap or other
management that transfers to
 another, in whole or in part, any of the economic consequences of ownership of
Common Stock, whether any such transaction described in clause (a) or (b) above
is to be settled by delivery of such Common Stock or such other securities, in
cash or otherwise; provided, however, that the foregoing restrictions shall not
apply to (i) transactions relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the Initial Public
Offering, (ii) Transfers among any Affiliates, provided that the Transferee
Affiliate agrees to be bound by the terms of this Agreement, including this
Section 8.5, (iii) Transfers to the Company or any subsidiary of the Company in
one or more transactions approved by the Board, or (iv) Transfers constituting
the exercise of the Junior Management Options or the CS Option in accordance
with the provisions of Section 5.

      9. [RESERVED].

      10. DETERMINATION OF FAIR MARKET VALUE.  The term "Fair Market Value"
shall mean, the fair value of the applicable Security or other securities as of
the applicable date on the basis of a sale of such Security or securities in an
arms length private sale between a willing buyer and a willing seller, neither
acting under compulsion (or, in the case of an Option, the fair value of the
shares of Common Stock that may then be purchased or received by the holder of
such Option upon exercise or conversion thereof, determined as described in this
Section 10, minus the exercise or conversion price applicable thereto).  In
determining such Fair Market Value, no discount shall be taken for constituting
a minority interest and no upward adjustment or discount shall be taken relating
to the fact that the Securities in question are subject to the restrictions and
entitled to the rights provided hereunder.  For purposes of Sections 6 or 7 of
this Agreement, such Fair Market Value shall be determined: (i) in the case
 of any Securities or other securities to be valued representing less than ten
percent (10%) of the then outstanding Registrable Securities, in good faith by
the Board, and (ii) in the case of any Securities or other securities to be
valued representing more than ten percent (10%) of the then outstanding
Registrable Securities, absent any agreement between the Company and the holders
of a majority of the Securities in question regarding such valuation, by an
Independent Investment Banking Firm retained by the Company (the fees and
expenses of which shall be shared in one-half shares by the Company, on the one
hand, and the holders of Securities subject to such Fair Market Value
determination, on the other hand) selected as follows:  the Board shall propose
three (3) Independent Investment Banking Firms, and the Independent Investment
Banking Firm to perform the calculation shall be selected from such list of
three by the holders of a majority of the Securities subject to such Fair Market
Value determination.

      11. REMEDIES.

      11.1 Generally.  The Company and all holders of Securities and Non-CS
Warrant Securities shall have all remedies available at law, in equity or
otherwise in the event of any breach or violation of this Agreement or any
default hereunder by the Company, any holder of Securities or any holder of
Non-CS Warrant Securities.  The parties acknowledge and agree that in the event
of any breach of this Agreement, in addition to any other remedies which may be
available, each of the parties hereto shall be entitled to specific performance
of the obligations of the other parties hereto and, in addition, to such other
equitable remedies (including, without limitation, preliminary or temporary
relief) as may be appropriate in the circumstances.

      11.2 Deposit.  Without limiting the generality of Section 11.1, if any
Investor (a "Non-Complying Investor") fails to deliver any certificate or
certificates evidencing Securities that may be required to be sold pursuant to
any provision of this Agreement in accordance with the terms hereof, the Company
or other Person entitled to purchase or require the sale of such securities may,
at its option, in addition to all other remedies it may have, deposit the
purchase price for such Securities with any national bank or trust company
having combined capital, surplus and undivided profits in excess of one hundred
million dollars ($100,000,000) and which has agreed to act as escrow agent in
the manner contemplated by this Section 11.2 and shall furnish or make available
to all interested Persons satisfactory evidence of such deposit and thereupon
the Company shall cancel on its books the certificate or certificates
representing such Securities and, in the case of any such purchase of Securities
by a Person other than the Company issue, in lieu thereof and in the name of
such Person, a new certificate or certificates representing such Securities and
thereupon all of the Non-Complying Investor's rights in and to such Securities
shall terminate.  Thereafter, upon delivery to the Company by such Non-Complying
Investor of the certificate or certificates evidencing such Securities (duly
endorsed, or with stock powers or other appropriate instruments of transfer duly
endorsed, for transfer, with signature guaranteed, free and clear of any liens
or encumbrances, and with any stock transfer tax stamps affixed), the Company
shall instruct the escrow agent referred to above to deliver the purchase price
(without any interest from the date of the closing to the date of such delivery,
any such interest to accrue to the Person who deposited the purchase price for
such Securities) to such Non-Complying Investor.

      12. LEGENDS.

      12.1 Securities Act Legend.  Each certificate representing Securities or
Non-CS Warrant Securities shall have the following legend endorsed conspicuously
thereupon:
      "The securities represented by this certificate were issued in a private
placement, without registration under the Securities Act of 1933, as amended
(the "Act"), and may not be sold, assigned, pledged or otherwise transferred in
the absence of an effective registration under the Act covering the transfer or
an opinion of counsel, satisfactory to the issuer, that registration under the
Act is not required."
      The legend required by this Section 12.1 shall cease to be required as to
any particular Securities (i) when, in the opinion of Weil Gotshal & Manges, LLP
or other counsel reasonably acceptable to the Company, such restrictions are no
longer required in order to assure compliance with the Securities Act, or (ii)
when such Securities shall have been registered under the Securities Act or
transferred pursuant to Rule 144 thereunder.  Whenever (x) such requirement
shall cease and terminate as to any Securities or (y) such Securities shall be
transferable under paragraph (k) of Rule 144, the holder thereof shall be
entitled to receive from the Company, without expense, new certificates not
bearing the legend set forth in this Section 12.1.

      12.2 Amended and Restated Stockholders Agreement Legend.  Each certificate
representing Securities shall have the following legend endorsed conspicuously
thereupon:
      "The securities represented by this certificate are subject to
restrictions on voting and transfer and requirements of sale and the provisions
as set forth in the Amended and Restated Stockholders Agreement dated as of
September 26, 2006, as amended and in effect from time to time, and constitute
_______ Securities as defined in such Amended and Restated Stockholders
Agreement.  The Company will furnish a copy of such agreement to the holder of
this certificate without charge upon written request."
      Any person who acquires Securities which are not subject to all or part of
the terms of this Agreement shall have the right to have such legend (or the
applicable portion thereof) removed from certificates representing such
Securities.

      12.3 Option-Eligible Shares Legend.  Each certificate representing
Option-Eligible Shares shall have the following legend endorsed conspicuously
thereupon:
      "The securities represented by this certificate are Option-Eligible Shares
(as defined in the Amended and Restated Stockholders Agreement) and are subject
to purchase by the holders of the Junior Management Options (as defined in the
Amended and Restated Stockholders Agreement) and the CS Option (as defined in
the Amended and Restated Stockholders Agreement) under the terms and conditions
described in Section 5 of the Amended and Restated Stockholders Agreement, and
any transfer of these Option-Eligible Shares is subject to certain conditions
specified in and must be in compliance with the terms of such Section 5 of the
Amended and Restated Stockholders Agreement."
      The legend required by this Section 12.3 shall cease to be required (a) as
to any particular Option-Eligible Shares, upon the exercise of a Junior
Management Option or the CS Option with respect to such shares, or (ii) with
respect to all Option-Eligible Shares, after all Junior Management Options and
the CS Option have terminated pursuant to the terms of Section 5, and in any
such event the holder thereof shall be entitled to receive from the Company,
without expense, replacement certificates not bearing the legend set forth in
this Section 12.3.

      12.4 Stop Transfer Instruction.  The Company will instruct any transfer
agent not to register the Transfer of any Securities until the conditions
specified in the foregoing legends are satisfied.

      13. AMENDMENT, TERMINATION, ETC.

      13.1 No Oral Modification.  This Agreement may not be orally amended,
modified, extended or terminated, nor shall any oral waiver of any of its terms
be effective.

      13.2 Written Modifications.  This Agreement may be amended, modified,
extended or terminated, and the provisions hereof may be waived, by an agreement
in writing signed by holders of Securities representing each of (i) the
Management Majority Holders, (ii) the CS Majority Holders, and (iii) Robert Gay
(or in the event of a Gay Disability, any of the Gay Designated Directors);
provided, however, that the consent of the Management Majority Holders shall not
be required if the Management Investors, together with their Permitted
Transferees, hold in the aggregate, directly or indirectly, less than ten
percent (10%) of the outstanding shares of Common Stock (on a fully diluted
basis); provided, further, that the consent of the CS Majority Holders shall not
be required if the CS Investors, together with their Affiliates hold in the
aggregate, directly or indirectly, less than ten percent (10%) of the
outstanding shares of Common Stock (on a fully diluted basis); provided,
further, that the consent of Robert
Gay (or in the event of a Gay Disability, any of the Gay Designated Directors)
shall not be required if (i) the Management Investors, together with their
Permitted Transferees, hold in the aggregate, directly or indirectly, less than
ten percent (10%) of the outstanding shares of Common Stock (on a fully diluted
basis), or (ii) the CS Investors, together with their Affiliates hold in the
aggregate, directly or indirectly, less than ten percent (10%) of the
outstanding shares of Common Stock (on a fully diluted basis); provided,
further, that the consent of the Company shall be required for any amendment,
modification, extension, termination or waiver which has a material adverse
effect on the rights or obligations of the Company under this Agreement; and
provided, further, that the consent of the Management Majority holders, Robert
Gay (or in the event of a Gay Disability, one of the Gay Designated Directors),
the CS Majority Holders and the Non-CS Majority Warrantholders, as applicable,
shall be required for any amendment, modification, extension, termination or
waiver which has a material adverse effect on the rights or obligations of such
stockholders under this Agreement.  Each party hereto and each holder of
Securities or Non-CS Warrant Securities subject hereto may waive any of its
rights hereunder by an instrument in writing signed by such party or holder.

      14. MISCELLANEOUS.

      14.1 Authority; Effect.  Each party hereto represents and warrants to and
agrees with each other party that the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized on behalf of such party and do not violate any agreement or other
instrument applicable to such party or by which its assets are bound.  This
Agreement does not, and shall not be construed to, give rise to the creation of
a partnership among any of the parties hereto, or to constitute any of such
parties members of a joint venture or other association.

      14.2 Notices.  Notices and other communications provided for in this
Agreement shall be in writing and shall be effective (i) when one day shall have
elapsed (exclusive of Saturdays, Sundays and banking holidays in the City of
Boston) from their deposit for overnight delivery with Federal Express or other
bonded courier (charges prepaid), addressed to the party or parties sought to be
charged with notice of the same at the respective addresses set forth or
referred to below, subject to written notice of change of address given by any
party to each other party, (ii) when three (3) days shall have elapsed
(exclusive of Saturdays, Sundays and banking holidays in the City of Boston)
from their deposit in the U.S. mail, postage prepaid and registered or
certified, addressed to the party or parties sought to be charged with notice of
the same at the respective addresses set forth or referred to below, subject to
written notice of change of address given by any party to each other party,
(iii) if delivered by
facsimile transmission to the facsimile numbers provided for below, upon
receipt of facsimile confirmation, or (iv) if earlier, upon receipt.

If to the Company, to it at:

c/o ICON Health & Fitness, Inc.
875 South Main Street
Logan, Utah 84321
Fax: (435) 750-5238
Attention:  President

with a copy to:

Weil, Gotshal & Manges, LLP
100 Federal Street, 34th Floor
Boston, MA 02110
Fax: (617) 772-8333
Attention:  Charles W. Robins, Esq.


If to CS, to it at:

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 16th Floor
New York, NY 10010-3629
Fax: (646) 935-7122
Attention:  Alan Freudenstein

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Fax: (212) 450-3800
Attention:  Nancy L. Sanborn, Esq.

If to SW, GS, Scott R. Watterson or Gary E. Stevenson, to them at:

c/o ICON Health & Fitness, Inc.
875 South Main Street
Logan, Utah 84321
Fax: (435) 750-5238

with a copy to:

Weil, Gotshal & Manges, LLP
100 Federal Street, 34th Floor
Boston, MA 02110
Fax: (617) 772-8333
Attention:  Charles W. Robins, Esq.

If to Robert Gay or to Gay, to them at:

2674 Sheltingham Drive
Wellington, FL 33414
Fax: (561) 792-6393

with a copy to:

Callister, Nebeker & McCullough
Zions Bank Building Suite 900
10 East South Temple
Salt Lake City, UT 84133
Fax: (801) 530 - 7354
Attention: Michael C. Walch, Esq.

if to the Non-CS Warrantholders, to them at:

c/o IBJ Whitehall Bank & Trust Company
One State Street
New York, New York 10004

with a copy to:

Weil, Gotshal & Manges, LLP
767 Fifth Avenue
New York, New York 10028
Fax: (212) 310-8007
Attention:  Matthew D. Bloch, Esq.

If to any other Investor, to such Investor at the address set forth in the stock
record book of the Company.
      Notice to the holder of record of any shares of capital stock shall be
deemed to be notice to the holder of such shares for all purposes hereof.

      14.3 Binding Effect, etc.  This Agreement constitutes the entire agreement
of the parties with respect to its subject matter, supersedes all prior or
contemporaneous oral or written agreements or discussions with respect to such
subject matter, and shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and
permitted assigns.  No provision of this Agreement providing for the expiration
of any provision by lapse of time or upon the occurrence of specified events or
otherwise shall relieve any Person of liability for breach or violation prior to
such expiration.

      14.4 Descriptive Headings.  The descriptive headings of this Agreement are
for convenience of reference only, are not to be considered a part hereof and
shall not be construed to define or limit any of the terms or provisions hereof.

      14.5 Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one instrument.

      14.6 Severability.  If in any judicial or arbitral proceedings a court or
arbitrator shall refuse to enforce any provision of this Agreement, then such
unenforceable provision shall be deemed eliminated from this Agreement for the
purpose of such proceedings to the extent necessary to permit the remaining
provisions to be enforced.  To the full extent, however, that the provisions of
any applicable law may be waived, they are hereby waived to the end that this
Agreement be deemed to be valid and binding agreement enforceable in accordance
with its terms, and in the event that any provision hereof shall be found to be
invalid or unenforceable, such provision shall be construed by limiting it so as
to be valid and enforceable to the maximum extent consistent with and possible
under applicable law.

      14.7 Joint and Several Liability of the Company and ICON.  ICON shall be
jointly and severally liable in respect of all payment obligations of the
Company under this Agreement.

      14.8 Third Party Beneficiaries.  Solely for purposes of Sections 8 (other
than Section 8.5), 11.1, 12.1, 13, 14 and 15 hereof, the Non-CS Warrantholders
shall be deemed to be intended third-party beneficiaries of this Agreement and
shall be bound hereby.

      14.9 Termination of Equity Commitment Letter.  ICON, the Bain Entities, CS
and certain of the Senior Management Investors have agreed on September 27,
1999, on behalf of themselves and their Affiliates that the letter agreement
dated July 8, 1999 between ICON, the Bain Entities (or Affiliates thereof), CS
and certain of the Senior Management Investors, as amended (the "Equity
Commitment Letter"), was thereby terminated without further liability to any
party thereunder and shall be of no further force and effect.

      14.10 Limitation on CS Acquisitions.  Each CS Investor agrees that neither
it nor any of its Affiliates shall acquire any shares of Common Stock or Options
from any Third Party after the date hereof if, after giving effect to such
acquisition, CS and its Affiliates would own (or be deemed to own) in the
aggregate Equivalent Shares representing more than forty nine and one-half
percent (49.5%) of the outstanding shares of Common Stock of the Company (on a
fully diluted basis); provided, however, that this Section 14.10 shall not
prohibit or otherwise restrict any CS Investor from (i) exercising and/or
converting the CS Warrants, the CS Option and/or the CS Convertible Notes, (ii)
acquiring shares of Common Stock or Options issued by the Company pursuant to an
issuance approved by the Board, or (iii) purchasing membership interests
pursuant to the Interests Purchase Agreement.  Solely for purposes of this
Section 14.10, in calculating the number of Equivalent Shares owned by CS and
its Affiliates, CS shall be deemed to have exercised the CS Warrants, the CS
Option and the CS Convertible Notes in full.  For purposes of this Section
14.10, the term "Third Party" means any Person other than a CS Investor or any
of their respective Affiliates; provided, however, that such CS Investors and
their respective Affiliates complied with the provisions of Section 14.10; and
provided, further, that the term Third Party shall not include the LLC, the
Company, ICON or any of their respective subsidiaries.

      15. GOVERNING LAW.

      15.1 Governing Law.  This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Delaware without
giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive laws of any other
jurisdiction.

      15.2 Consent to Jurisdiction.  Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction
of the state courts of the State of New York sitting in the County of New York
or the United States District Court for the Southern District of New York for
the purpose of any action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation arising out of or based upon
this Agreement or relating to the subject matter hereof, (b) hereby waives to
the extent not prohibited by applicable law, and agrees not to assert, and
agrees not to allow any of its subsidiaries to assert, by way of motion, as a
defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that any such proceeding brought
in one of the above-named courts is improper, or that this Agreement or the
subject matter hereof or thereof may not be enforced in or by such court, and
(c) hereby agrees not to commence or maintain any action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or investigation
arising out of or based upon this Agreement or relating to the subject matter
hereof or thereof other than before one of the above-named courts nor to make
any motion or take any other action seeking or intending to cause the transfer
or removal of any such action, claim, cause of action or suit (in contract, tort
or otherwise), inquiry, proceeding or investigation to any court other than one
of the above-named courts whether on the grounds of inconvenient forum or
otherwise.  Notwithstanding the foregoing, to the extent that any party hereto
is or becomes a party in any litigation in connection with which it may assert
indemnification rights set forth in this agreement, the court in which such
litigation is being heard shall be deemed to be included in clause (a) above.
Each Party hereto hereby consents to service of process in any such proceeding
in any manner permitted by New York law, and agrees that service of process by
registered or certified mail, return receipt requested, at its address specified
pursuant to Section 14.2 hereof is reasonably calculated to give actual notice.
The provisions of this Section 15.2 shall not restrict the ability of any party
to enforce in any court any judgment obtained in the federal or state courts of
the State of New York.

      15.3 WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES
HERETO THAT THIS SECTION 15.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY
ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.  ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15.3 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.
      15.4 Reliance.  Each of the parties hereto acknowledges that he or it has
been informed by each other party that the provisions of Section 15 constitute a
material inducement upon which such party is relying and will rely in entering
into this Agreement and the transactions contemplated hereby.
      [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]









      IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement (or caused this Agreement to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
above written.

THE COMPANY: HF HOLDINGS, INC.
By
Title:

ICON:ICON HEALTH & FITNESS, INC.
By
Title:


THE LLC: HF INVESTMENT HOLDINGS, LLC
By
Title:



THE SENIOR MANAGEMENT
 INVESTORS:     By
Gary E. Stevenson, individually
By
Scott R. Watterson, individually


GS ICON LLC
By:
Name:
Title:

SW ICON LLC
By:
Name:
Title:




CREDIT SUISSE SECURITIES (USA) LLC
By:
Name:
Title:




BG ICON LLC
By:
Name:
Title:


By
Robert C. Gay



BCIP ASSOCIATES, L.P.
By: Bain Capital Investments LLC,
Its Managing General Partner
By:
Name:
Title:



INVERNESS/PHOENIX PARTNERS LP
By:
Name:
Title:

By
Estate of Stanley C. Tuttleman


By
Lee Ming Tsung




By
Wen-Chung Ko


            Solely for the purpose of amending and restating this Agreement:
BCP IV GRANTOR TRUST, a Trust and Assignee of Bain Capital Fund IV, L.P.
By: Bain Capital Investors, LLC,
Its Trustee
By:
Name:
Title:

BCIP TRUST ASSOCIATES, L.P.
By: Bain Capital Investors, LLC,
Its Managing General Partner
By:
Name:
Title:

EXECUTIVE CAPITAL PARTNERS I LP
By:
Name:
Title:


            Solely for the purpose of Section 3 of this Agreement:

By
Ron Mika

By
Lester W. B. Moore

EX-10

                          HF INVESTMENT HOLDINGS, LLC

                              AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT

                         Dated as of September 26, 2006


                                                                      Page
                                                                      ----
Article 1       DEFINITIONS                                              2
Article 2       FORMATION AND PURPOSE                                    2
        2.1     Formation                                                2
        2.2     Name                                                     2
        2.3     Board of Directors                                       2
        2.4     Registered Office/Agent                                  2
        2.5     Term                                                     2
        2.6     Purpose                                                  3
        2.7     Specific Powers                                          3
        2.8     Certificate                                              4
Article 3       MEMBERSHIP AND CAPITAL                                   4
        3.1     Members; Units                                           4
        3.2     Capital Contributions                                    5
        3.3     Capital Accounts                                         5
        3.4     Revaluations of Assets and Capital Account Adjustments   6
        3.5     Additional Capital Account Adjustments                   6
        3.6     Additional Capital Account Provisions                    6
        3.7     Options, Warrants, Etc                                   7
        3.8     [Reserved]                                               7
Article 4       STATUS AND RIGHTS OF MEMBERS                             7
        4.1     Limited Liability                                        7
        4.2     Return of Distributions of Capital                       7
Article 5       DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS         8
        5.1     Distributions                                            8
        5.2     No Valuation                                            13
        5.3     Withholdings                                            13
        5.4     Property Distributions and Installment Sales            13
        5.5     Net Profit or Net Loss                                  13
        5.6     Limitation on Allocation of Loss; Qualified Income
                Offset; Curative Allocations                            16
        5.7     Tax Allocations:  Code Section 704(c) and
                Unrealized Appreciation or Depreciation                 16
        5.8     Additional Investments                                  17
Article 6       TAX MATTERS MEMBER                                      17
        6.1     Tax Matters Member                                      17
        6.2     Certain Authorizations                                  17
        6.3     Indemnity of Tax Matters Member                         18
        6.4     Information Furnished                                   18
        6.5     Notice of Proceedings, Etc                              18
        6.6     Notices to Tax Matters Member                           19
Article 7       FEES AND EXPENSES                                       19
        7.1     Compensation to the Administrative Member and
                Affiliates                                              19
        7.2     Company Expenses                                        19
        7.3     Compensation to the Directors                           19
Article 8       OPERATIONS AND MANAGEMENT                                19
        8.1     Designation of the Administrative Members               19
        8.2     Authority and Duties of the Administrative Members      19
        8.3     Voting Rights; Proxy                                    20
        8.4     Election of Directors                                   20
        8.5     Removal of Directors                                    21
        8.6     Successors                                              22
        8.7     Required Consents                                       23
        8.8     Committees                                              23
        8.9     Action by the Board                                     23
        8.10    Business Decisions; Voting Shares of
                HF Holdings' Capital Stock                              23
        8.11    Period                                                  24
Article 9       TRANSFER OF INTERESTS                                   24
        9.1     Restrictions on Transfer                                24
        9.2     [Reserved]                                              26
        9.3     Prohibited Transfers                                    26
        9.4     Transfers by the Bain Member or Inverness               26
        9.5     Change in Control                                       26
        9.6     Transfer Conditions                                     26
        9.7     Limitations on Redemption                               26
        9.8     "Take Along" Rights                                     26
        9.9     "Tag Along" Rights                                      29
        9.10    Determination Of Fair Market Value                      33
        9.11    Period                                                  33
Article 10      BOOKS, RECORDS, ACCOUNTING, AND REPORTS                 33
        10.1    Books and Records                                       33
        10.2    Information to Members                                  34
        10.3    Financial Statements                                    34
        10.4    Filings                                                 35
        10.5    Non-Disclosure                                          35
Article 11      AMENDMENTS TO AGREEMENT                                 35
        11.1    Amendments                                              35
        11.2    Filings                                                 36
Article 12      DISSOLUTION OF COMPANY                                  36
        12.1    Events of Dissolution or Liquidation                    36
        12.2    Liquidation                                             36
        12.3    No Further Claim                                        36
        12.4    No Action for Dissolution                               37
Article 13      INDEMNIFICATION                                          37
        13.1    General                                                  37
        13.2    Indemnification                                          37
Article 14      REPRESENTATIONS BY THE MEMBERS                          38
        14.1    Investment Intent                                       38
        14.2    Securities Relation                                     38
        14.3    Knowledge and Experience                                38
        14.4    Independent Investment Decision                         38
        14.5    Economic Risk                                           39
        14.6    Binding Agreement                                       39
        14.7    Tax Position                                            39
        14.8    Information                                             40
Article 15      COMPANY REPRESENTATIONS                                 40
        15.1    Legal Existence                                         40
        15.2    Valid Issuance                                          40
        15.3    Options, Etc                                            40
Article 16      MISCELLANEOUS                                           40
        16.1    Additional Documents                                    40
        16.2    General                                                 40
        16.3    Notices, Etc                                            41
        16.4    Applicable Law                                           41
        16.5    Consent to Jurisdiction                                  41
        16.6    Waiver of Jury Trial                                     42
        16.7    Gender and Number                                       42
        16.8    Severability                                            42
        16.9    Headings                                                42
        16.10   Tax Status                                              42
        16.11   No Third Party Rights                                   42
        16.12   Limitation on CS Acquisitions                           43
        16.13   Conflicts                                               43

                          HF INVESTMENT HOLDINGS, LLC

                              AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HF Investment
Holdings, LLC (the "Company") is dated as of September 26, 2006 by
and among Credit Suisse Securities (USA) LLC, a Delaware limited liability
company ("CS"), GS ICON LLC, a Delaware limited liability company wholly owned
by Gary E. Stevenson ("GS"), Gary E. Stevenson, an individual residing in
Riverheight, UT ("Stevenson"), SW ICON LLC, a Delaware limited liability company
wholly owned by Scott R. Watterson ("SW"), Scott R. Watterson, an individual
residing in Providence, UT ("Watterson"), Robert C. Gay, an individual residing
in Wellington, FL ("Robert Gay"), BG ICON LLC, a Nevada limited liability
company ("Gay"), BCIP Associates, L.P., a Delaware limited partnership ("Bain
Member"), Inverness/Phoenix Partners LP, a Delaware limited partnership
("Inverness/Phoenix"), Lee Ming Tsung, an individual residing in Taipei, Taiwan,
Wan-Chung Ko, an individual residing in Yaoyuan Hsien, Taiwan, the estate of
Stanley C. Tuttleman and such other Persons as may from time to time be admitted
as Members, including,without limitation, any Junior Manager exercising its
option under the Interests Purchase Agreement (as defined below).  For the sole
purpose of consenting to the amendment and restatement of the Original
Agreement (as defined below), BCPIV Grantor Trust, a trust and assignee of Bain
Capital Fund IV, L.P. ("BCP") and BCIP Trust Associates, L.P., a Delware
limited partnership ("BCIP Trust," and together with BCP and the Bain Member,
the "Bain Entities") and Executive Capital Partners I LP, a Delaware limited
partnership ("Executive Capital", and together with Inverness/Phoenix,
"Inverness") are signatories to this Agreement, but not otherwise parties
hereto.

      WHEREAS, the Company was formed as a limited liability company on
September 27, 1999 pursuant to and in accordance with the Delaware Limited
Liability Company Act in order to conduct the business described herein;

      WHEREAS, the Members (as defined below) and the other members of the
Company at the time entered into The Amended and Restated Limited Liability
Company Agreement of the Company, dated as of September 27, 1999 (the "Original
Agreement");

      WHEREAS, on the date hereof, certain of the Members have acquired certain
Units from the Bain Entities pursuant to and in accordance with that certain
Interests Purchase Agreement by and among such Members, Inverness and the Bain
Entities, dated as of the date hereof (the "Interests Purchase Agreement"), and
therefore wish to restate and amend the Original Agreement; and

      WHEREAS, the Members wish to enter into this Agreement to provide for,
among other things, the management of the business and affairs of the Company,
the allocation of profits and losses among the Members, the respective rights
and obligations of the Members to each other and to the Company, and certain
other matters.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto do hereby mutually covenant and agree as
follows:

                                   Article 1
                                  DEFINITIONS

      For purposes of this Agreement, certain capitalized terms have
specifically defined meanings which are either set forth or referred to in
Exhibit 1 which is attached hereto and incorporated herein by reference.

                                   Article 2
                             FORMATION AND PURPOSE

      2.1 Formation.  The Members and the other members of the Company at the
time formed a limited liability company as of September 27, 1999, pursuant to
the Original Agreement and the Act.  The rights, duties and liabilities of the
Members from and after the date hereof shall be determined pursuant to the Act
and this Agreement.  To the extent that such rights, duties or obligations are
different by reason of any provision of this Agreement than they would be in the
absence of such provision, this Agreement shall, to the extent permitted by the
Act, control.

      2.2 Name.  The name of the Company is HF Investment Holdings, LLC.  The
business of the Company may be conducted under that name or, upon compliance
with applicable laws, any other name that the Board deems appropriate or
advisable.

      2.3 Board of Directors.  The Members hereby appoint nine (9) Persons to
act as "managers" of the Company within the meaning of the Act (the "Directors")
with the authority to manage the Company as a Board of Directors (the "Board").
The Directors shall have the power to do any and all acts necessary or
convenient to or for the furtherance of the purposes described herein, including
all powers, statutory or otherwise, possessed by a limited liability company
under the laws of the State of Delaware.  The Directors shall remain in office
until removed in accordance with Section 8.5 of this Agreement.  At each time
when a Director is removed pursuant to Sections 8.5.3, 8.5.5 or 8.5.7, the
number of Directors constituting the Board shall be reduced by one.

      2.4 Registered Office/Agent.  The registered office required to be
maintained by the Company in the State of Delaware pursuant to the Act shall be
c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
The name and address of the registered agent of the Company pursuant to the Act
shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.  The Company may, upon compliance with the applicable provisions of the
Act, change its registered office or registered agent from time to time in the
discretion of the Administrative Members.

      2.5 Term.  The term of the Company shall continue until December 31, 2024
unless sooner terminated as hereinafter provided.  The Board may extend the term
(unless terminated pursuant to Section 12.1(b) or (c)) for up to two (2) periods
of two (2) years each if they determine that extension is necessary or
desirable.

      2.6 Purpose.  The purpose of the Company is to make, hold and dispose of
investments in the capital stock of HF Holdings and such other investments as
may from time to time be approved by the Board, and to engage in any and all
activities necessary, advisable, convenient or incidental to the making,
management or disposition of such investments.  In addition, all cash of the
Company, including without limitation all Capital Contributions pending their
investment as contemplated by this Section 2.6, all interest, dividends and
other distributions received with respect to all investments of the Company, all
amounts realized on the sale, exchange or other disposition of securities and
other assets of the Company (including, without limitation, through mandatory or
voluntary redemptions and repurchases of capital stock), and all miscellaneous
income received from investment of idle funds, shall be segregated and invested
in Short-Term Investments by the Administrative Members to the extent they are
not then required to provide for Distributions, expenses or investments.

      2.7 Specific Powers.  Without limiting the generality of Section 2.6, the
Company shall have the power and authority to take any and all actions
necessary, appropriate, proper, advisable, incidental or convenient to or for
the furtherance of the purpose set forth in Section 2.6, including, but not
limited to, the power:

      2.7.1 to conduct its business, carry on its operations and have and
exercise the powers granted to a limited liability company by the Act or under
any other applicable law in any jurisdiction, whether domestic or foreign, that
may be necessary, convenient or incidental to the accomplishment of the purposes
of the Company;

      2.7.2 to negotiate, enter into, renegotiate, extend, renew, terminate,
modify, amend, waive, perform and carry out contracts of any kind including,
without limitation, contracts with any Member or any Affiliate thereof, in
connection with, convenient to, or incidental to the accomplishment of the
purposes of the Company;

      2.7.3 to purchase, take, receive, subscribe for or otherwise acquire, own,
hold, vote, use, employ, sell, lend, or otherwise dispose of, and otherwise use
and deal in and with, shares or other interests in or obligations of
corporations, associations, general or limited partnerships, trusts, limited
liability companies, or individuals or direct or indirect obligations of the
United States or of any government, state, territory, governmental district or
municipality or of any instrumentality of any of them;

      2.7.4 to sue and be sued, complain and defend, and participate in
administrative or other proceedings, in its name;

      2.7.5 to elect and designate one or more managers of the Company and to
appoint officers, employees, agents and representatives of the Company, and
define their duties and fix their compensation;

      2.7.6 to indemnify any Person in accordance with this Agreement;

      2.7.7 to cease its activities and cancel its Certificate;

      2.7.8 to pay, collect, compromise, litigate, arbitrate or otherwise adjust
or settle any and all other claims or demands of or against the Company or to
hold such proceeds against the payment of contingent liabilities; and

      2.7.9 to make, execute, acknowledge and file any and all documents or
instruments necessary, convenient or incidental to the accomplishment of the
purpose of the Company.  Notwithstanding the foregoing provisions of this
Section 2.7, in no event shall the Company have the authority to borrow or
otherwise incur or take property subject to indebtedness without the approval
of the Board.

      2.8 Certificate.  The original filing of the Certificate within the
meaning of the Act is hereby authorized and ratified in all respects.  The
Administrative Members are designated as "authorized persons" within the meaning
of the Act to execute, deliver and file any amendments, restatements or
cancellation of the Certificate, and any other certificates necessary for the
Company to qualify to do business in a jurisdiction in which the Company may
wish to conduct business.  In addition, the authority to execute the CS Warrants
(as defined below) by Ryan D. Darrah is hereby ratified and approved in all
respects.

                                   Article 3
                             MEMBERSHIP AND CAPITAL

      3.1 Members; Units.  The Members of the Company shall be listed on
Schedule I hereto, as from time to time amended and supplemented in accordance
with the provisions of this Agreement.  The Members' Interests in the Company
shall be represented by two (2) separate classes (each a "Class") of units
("Units").  The Interests of each of SW, GS, Watterson and Stevenson set forth
on Schedule I shall be represented by "Class A Units."  All other Interests in
the Company shall be represented by "Class B Units."  Each Unit issued and
outstanding as of the date hereof shall represent an original Capital
Contribution of one hundred dollars ($100).  The holders of Class A Units and
Class B Units shall have the voting rights specified in this Agreement.  From
and after the making by the Members of Capital Contributions to fund an
investment other than the investment in HF Holdings that has been made as of
September 27, 1999, the Units of the Company shall be segregated not only by
Class, but also by investment so that the Units issued in respect of an
investment shall represent only an interest in that investment (and the
Short-Term Investments, if any, related thereto).  The holders of Class A Units
and Class B Units issued in respect of a particular investment shall be
entitled to receive the Distributions and allocations of Net Profit and
Net Loss (and other items treated as Net Profit and Net Loss pursuant to
Sections 3.4 and 3.5) in respect of such investment as are specified in
Article 5.  For the sake of clarity, the Units issued in respect of the
investment in HF Holdings shall be designated the "HF Class A Units" and
the "HF Class B Units", and collectively as the "HF Units."

      3.2 Capital Contributions.  Each Member has contributed to the Company (or
has purchased interests from Inverness or the Bain Entities which respectively
contributed) the amount set forth opposite such Member's name on Schedule I, as
in effect as of the date hereof, under the heading "Capital Contributions" and
after the consummation of the transactions contemplated by the Interests
Purchase Agreement shall own the number of HF Class A Units and/or HF Class B
Units, as the case may be, set forth on Schedule I  (the CS Warrant (defined
below) shall be treated as set forth in Section 3.7 hereof.)  The Company, with
the approval of the Board, may issue Class A Units and/or Class B Units to such
Persons in exchange for such additional Capital Contributions as they determine
to be appropriate.  Promptly following the issuance of additional Units, the
Administrative Members shall amend Schedule I so that it sets forth, effective
as of the date of the amendment, opposite each Member's name, under the heading
"Capital Contributions", the total amount of Capital Contributions made by such
Member to the Company, or purchased by such Member, on and after the
consummation of the transactions contemplated under the Interests Purchase
Agreement, and under the headings "Class A Units" and "Class B Units" the number
of Class A Units or Class B Units, respectively, held by such Member and the
investments in respect of which such Units were issued.  Effective immediately
upon the consummation of the transactions contemplated under the Interests
Purchase Agreement, (i) the Class B Units owned by the Bain Entities and
purchased by SW and/or GS will convert into Class A Units, and (ii) any and all
Class C Units owned by any Member, whether purchased pursuant to the Interests
Purchase Agreement or otherwise, will convert into Class B Units.

      3.3 Capital Accounts.  A separate account (each a "Capital Account") shall
be established and maintained for each Member which shall be increased by (a)
the amount of cash and the fair market value (as agreed upon by such Member and
the Board at the time of contribution) of any other property contributed by such
Member to the Company as a Capital Contribution (net of liabilities secured by
such property or that the Company assumes or takes the property subject to)
after the date hereof, (b) such Member's share of the Net Profit of the Company
after the date hereof, and (c) amounts required to be credited to the Members'
Capital Accounts in the same manner as Net Profit pursuant to Section 3.4 or
3.5, and shall be reduced by (d) the amount of cash and the fair market value
(as agreed upon by such Member and the Board at the time of distribution) of any
other property distributed to such Member (net of liabilities secured by such
property or that the Member assumes or takes the property subject to) after
the date hereof, (e) such Member's share of the Net Loss of the Company after
the date hereof and (f) amounts required to be credited to the Members' Capital
Accounts in the same manner as Net Loss pursuant to Section 3.4 or Section 3.5.
From and after the making by any Members of Capital Contributions to fund an
investment other than the investment in HF Holdings, one or more "Sub-Capital
Accounts" shall be created for each such Member, and each separate Sub-Capital
Account shall be maintained in the manner provided in the immediately preceding
sentence for each investment (and the Short-Term Investments, if any, related
thereto) in which the Member has an interest.

      3.4 Revaluations of Assets and Capital Account Adjustments.  Immediately
preceding the issuance of additional Class A Units or Class B Units to a new or
existing Member in exchange for cash or other contributions (other than in
connection with the exercise of any CS Warrant (as defined below)), or upon the
redemption of the Interest of a Member, the then prevailing Asset Values of the
Company shall be adjusted to equal their respective gross fair market values, as
determined in good faith by the Board, and any increase in the net equity value
of the Company (Asset Values less liabilities) shall be credited to the Capital
Accounts (and the appropriate Sub-Capital Accounts) of the Members in the same
manner as Net Profits are credited under Section 5.5.2 hereof (or any decrease
in the net equity value of the Company shall be charged in the same manner as
Net Losses are charged under Section 5.5.3).  Accordingly, as of the date of
issuance of additional Units or the redemption of all or a portion of a
Member's Interest in the Company, the Capital Accounts (and the Sub-Capital
Accounts) of Members will reflect both realized and unrealized gains and losses
through such date and the net fair market value of the equity of the Company as
of such date.

      3.5 Additional Capital Account Adjustments.  Any income of the Company
that is exempt from federal income tax shall be credited to the Capital Accounts
(and the appropriate Sub-Capital Accounts) of the Members in the same manner as
Net Profits are credited under Section 5.5.2 when such income is realized.  Any
expenses or expenditures of the Company which may neither be deducted nor
capitalized for tax purposes (or are so treated for tax purposes) shall be
charged to the Capital Accounts (and the appropriate Sub-Capital Accounts) of
the Members, in the same manner as Net Losses are charged under Section 5.5.3.
If the Company makes an election under Section 754 of the Code to provide a
special basis adjustment upon the transfer of an Interest in the Company or the
distribution of property by the Company, Capital Accounts (and the appropriate
Sub-Capital Accounts) shall be adjusted to the limited extent required by the
Treasury Regulations under Section 704 following such transfer or distribution.

      3.6 Additional Capital Account Provisions.

      3.6.1 No Member shall have the right to demand a return of all or any part
of its Capital Contributions.  Any return of the Capital Contributions of any
member shall be made solely from the assets of the Company and only in
accordance with the terms of this Agreement.  No interest shall be paid to any
Member with respect to its Capital Contributions or Capital Account (or any
Sub-Capital Account).

      3.6.2 In the event that all or a portion of the Units of a Member are
transferred in accordance with the terms of this Agreement, the transferee of
such Units shall also succeed to all or the relevant portion of the Capital
Account (and the appropriate Sub-Capital Accounts) of the transferor.  Units
held by a Member may not be transferred independently of the interest in the
capital of the Company to which the Units relate.

      3.6.3 No Member shall have any obligation to repay any deficit balance in
its Capital Account (or in any Sub-Capital Account).

      3.7 Options, Warrants, Etc.    The Company, with the approval of the
Board, may issue options, warrants and other rights or interests in respect of
the equity of the Company (each a "Right") to such persons, in exchange for such
amounts of cash or other property, and having such terms, as the Board
determines to be appropriate.  The issuance as of September 27, 1999 to CS, of a
warrant for the purchase of fifty thousand (50,000) Class C Units having terms
substantially identical to those set forth in the HF Class C Purchase Warrant
attached hereto as Exhibit 2(A) (such warrant and any warrant issued to reflect
a partial exercise or a transfer of a portion of such warrant, a "CS Warrant")
has been previously approved and the CS Warrant is a valid and binding
obligation of the Company.  As of the date hereof, the CS Warrant shall be
amended to constitute a warrant for the purchase of fifty thousand (50,000)
Class B Units having terms substantially identical to those set forth in the
Units Purchase Warrant attached hereto as Exhibit 2(B).  Upon the issuance of
any Right, the Administrative Members shall set forth on Schedule I the name
of the holder of such Right and the terms of such Right.  Upon the exercise of
any CS Warrant, the holder thereof shall be deemed to have made a Capital
Contribution equal to the sum of (i) the exercise price paid in connection with
such exercise and (ii) the product of (A) five million dollars ($5,000,000) and
(B) a fraction, the numerator of which is the number of HF Units received upon
such exercise and the denominator of which is the sum of (I) the aggregate
number of HF Units for which all unexercised CS Warrants are exercisable and
(II) the aggregate number of outstanding HF Units issued in connection with the
exercise of any CS Warrants (for purposes of this clause II, adjusted to reflect
any post-exercise distributions of additional HF Units in respect of HF
Units, reclassifications by subdivision of outstanding HF Units, or
reclassifications by combination of outstanding HF Units into a smaller number
of HF Units).  Such Capital Contribution shall be set forth on Schedule I.

      3.8 [Reserved].

                                   Article 4
                          STATUS AND RIGHTS OF MEMBERS

      4.1 Limited Liability.  Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and no Member nor any other Indemnified Person shall be obligated
personally for any such debt, obligation or liability of the Company.  All
Persons dealing with the Company shall look solely to the assets of the Company
for the payment of debts, obligations or liabilities of the Company.

      4.2 Return of Distributions of Capital.  Except as otherwise expressly
required by law, a Member, in its capacity as such, shall have no liability
either to the Company or any of the Company's creditors.  Except as required by
law or a court of competent jurisdiction, no member or investor in or partner of
a Member shall be obligated by this Agreement to return any Distribution to the
Company or pay the amount of any Distribution for the account of the Company or
to any creditor of the Company.  However, if any court of competent jurisdiction
holds that, notwithstanding the provisions of this Agreement, any Member is
obligated to return or pay any part of any Distribution, the obligation shall be
that of such Member alone, and not of any other Member unless the court so
provides.  The amount of any Distribution returned to the Company by or on
behalf of a Member or paid by or on behalf of a Member for the account of the
Company or to a creditor of the Company shall be added to the account or
accounts from which it was subtracted when it was distributed to the Member.

                                   Article 5
                DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS

      5.1 Distributions.  The Administrative Members shall cause the Company to
make Distributions to the Members and the holder(s) of the CS Warrant(s) in
accordance with this Section 5.1.

      5.1.1 Definitions.
            "Available Cash" shall mean (a) cash received in respect of the
Company's investment in HF Holdings and (b) cash received in respect of all
Short-Term Investments (i) made with funds pending their investment in HF
Holdings or (ii) made with funds received from HF Holdings pending the
allocation of such funds pursuant to Section 5.1.2, in each case net of expenses
of the Company authorized by this Agreement.
            "Free Shares" shall mean shares of HF Holdings common stock that
have never been subject to a Junior Management Option or the CS Option.
            "Option Shares" shall mean shares of HF Holdings common stock that
are subject to a Junior Management Option or to the CS Option.
             "Released Shares" shall mean shares of HF Holdings common stock
that were subject to a Junior Management Option which has lapsed or that were
subject to the CS Option which has lapsed.

      5.1.2 Allocations of Available Cash.  Available Cash shall be allocated
among the Members and the holder(s) of the CS Warrant(s) as follows:
(a) Allocations of Available Cash Attributable to Option Shares or Released
Shares.  Available Cash received by the Company (i) as a result of the exercise,
in whole or in part, of any Junior Management Option or the CS Option, (ii) as a
result of the sale or other disposition of Released Shares, or (iii) otherwise
in respect of Option Shares or Released Shares (or Short-Term Investments
related thereto), shall be allocated among all Members and holder(s) of the CS
Warrant(s) in proportion to the relative number of HF Units (regardless of
Class) held by the Members and the holder(s) of the CS Warrant(s) (treating,
solely for this purpose, each holder of a CS Warrant as holding at the time of
any allocation pursuant to this Section 5.1.2(a) a number of HF Units equal to
the aggregate number of HF Units for which all CS Warrants then held by such
holder may be exercised).

      Presumption 1 -- Identifying Shares Subject to Disposition.  In the event
that a Junior Management Option or the CS Option lapses, any sale or other
disposition of HF Holdings common stock by the Company thereafter (other than
pursuant to the exercise of a Junior Management Option or the CS Option) shall
be treated in part as a sale of Released Shares and in part as a sale of Free
Shares, (i) with the percentage of shares sold that are deemed to be Released
Shares equal to the product of (A) a fraction, (I) the numerator of which is
equal to the number of Released Shares held by the Company immediately prior to
such sale or disposition and (II) the denominator of which is equal to the total
number of shares of HF Holdings common stock held by the Company immediately
prior to such sale or disposition that are either Free Shares or Released
Shares, and (B) 100; and (ii) with the percentage of shares sold that are deemed
to be Free Shares equal to (C) 100 minus (D) the percentage of shares sold that
are deemed to be Released Shares, as calculated in the immediately preceding
clause (i).

      Presumption 2 -- Identifying Shares in Respect of Which Dividend is Paid.
In the event that the Company receives a dividend or other distribution (other
than a distribution treated as proceeds from an exchange of HF Holdings Common
Stock pursuant to Section 302(a) of the Code) in respect of shares of HF
Holdings common stock, such distribution shall be treated in part as a
distribution in respect of Option Shares and Released Shares and in part as a
distribution in respect of Free Shares, (i) with the percentage of such
distribution that is deemed attributable to Free Shares equal to the product of
(A) a fraction, (I) the numerator of which is equal to the number of Free Shares
then held by the Company and (II) the denominator of which is equal to the total
number of shares of HF Holdings common stock then held by the Company, and (B)
100, and (ii) the percentage of such distribution that is deemed attributable to
Option Shares and Released Shares equal to (C) 100 minus (D) the percentage of
such distribution that is deemed attributable to Free Shares, as calculated
in the immediately preceding clause (i). (b) Allocations of Available Cash
Attributable to Free Shares.  All Available Cash received by the Company in
respect of Free Shares (or Short-Term Investments related thereto) shall be
allocated as follows:(i) First, Available Cash in respect of Free Shares
(or Short-Term Investments related thereto) shall be allocated among all
Members and holder(s) of the CS Warrant(s), in proportion to the relative
number of HF Units (regardless of Class) held by the Members and the holder(s)
of the CS Warrant(s) (treating, solely for this purpose, each holder of a CS
Warrant as holding at the time of any allocation pursuant to this
Section 5.1.2(b) a number of HF Units equal to the aggregate number of HF Units
for which all CS Warrants then held by such holder may be exercised), until
each Member has been allocated an amount of Available Cash equal to its
Unreturned Investment;(ii) Thereafter, (A) an amount of Available Cash in
respect of Free Shares (or Short-Term Investments related thereto) equal to (I)
the Available Cash in respect of Free Shares (or Short-Term Investments related
thereto) remaining after making the allocation pursuant to Section 5.1.2(b)(i)
multiplied by (II) the Class A Percentage shall be allocated to the holders of
HF Class A Units, in proportion to the relative number of HF Class A Units held
by the holders of such HF Units, and (B) an amount of Available Cash in respect
of Free Shares (or Short-Term Investments related thereto) equal to (I) the
Available Cash in respect of Free Shares (or Short-Term Investments related
thereto) remaining after making the allocation pursuant to Section 5.1.2(b)(i)
multiplied by (II) the Residual Percentage shall be allocated to all Members
and holder(s) of the CS Warrant(s), in proportion to the relative number of HF
Units (regardless of Class) held by the Members and the holder(s) of the CS
Warrant(s) (treating, solely for this purpose, each holder of a CS Warrant as
holding at the time of any allocation pursuant to this Section 5.1.2(b) a
number of HF Units equal to the aggregate number of HF Units for which all CS
Warrants then held by such holder may be exercised).

      5.1.3 Allocations of Non-Cash Assets.
(a) In General.  Subject to Section 5.1.3(b), the Company shall allocate among
all Members and holder(s) of the CS Warrant(s) all equity and other interests
that it holds in HF Holdings or any successor thereto, and all of the non-cash
proceeds received in exchange for any of its interests in HF Holdings, upon the
earliest of the following times:  (a) immediately following a Liquidity Event
(other than an initial public offering); (b) immediately prior to the first
secondary public offering of shares in HF Holdings to follow an initial public
offering of shares in HF Holdings that is a Liquidity Event; or (c) upon the
consent of the Board to make such an allocation.  An allocation pursuant to this
Section 5.1.3 shall be made in the same proportions as an allocation of
Available Cash pursuant to Section 5.1.2 would have been made to the Members and
the holder(s) of the CS Warrant(s) had the assets being allocated first been
sold for an amount of cash equal to the fair market value of such assets, as
determined (except as provided in the next sentence) in good faith by the
Board, and the proceeds from such sale been allocated pursuant to Section
5.1.2.  For purposesof this Section, the "fair market value" of any share of
HF Holdings or any successor thereto allocated hereunder shall be (i) in the
case of a Liquidity Event (other than an initial public offering), the amount
of consideration per share paid in connection with the Liquidity Event, (ii)
in the case of a secondary public offering, the price at which shares are
offered to the public in such offering or (iii) in all other cases, as
determined in good faith by the Board.(b) Allocation to CS Warrant Account.
Notwithstanding the provisions of Section 5.1.3(a), in the event that any
holder of a CS Warrant is at the time of an allocation pursuant to this Section
5.1.3(a) not permitted under the IBA or the BHCA to hold all or a portion
(the "Impermissible Portion") of any non-cash asset that would otherwise be
allocated to it (pursuant to Section 5.13(a)), then the Impermissible Portion
of the non-cash asset that would otherwise be allocated pursuant to
Section 5.1.3(a) to such holder shall instead be allocated to a CS Warrant
Account established in respect of the CS Warrant held by such holder.

      5.1.4 Treatment of Allotted Assets.
(a) Current Distribution.  All Available Cash allocated under Section 5.1.2 to
any Member or any holder of a CS Warrant shall be distributed to such Member or
such holder within two (2) Business Days of the receipt by the Company of such
cash.  All assets other than Available Cash allocated under Section 5.1.3(a) to
any Member or any holder of a CS Warrant shall be distributed to such Member or
such holder as soon as reasonably practicable.
(b) Set Aside in CS Warrant Account.  The portion of each non-cash asset
allocated pursuant to Section 5.1.3(b) to a CS Warrant Account shall be held in
such account, and no portion of such non-cash asset shall be distributed to the
holder of the CS Warrant in respect of which such account was established other
than in accordance with Section 5.1.4(c).  Notwithstanding the foregoing
sentence, an amount equal to all cash earnings received by the Company in
respect of any non-cash asset held in the CS Warrant Account shall be
distributed, to the extent of Available Cash, to the holder of the CS Warrant in
respect of which such account was established as soon as reasonably practicable
following the receipt by the Company of such cash.  All non-cash earnings in
respect of an asset in the CS Warrant Account shall remain in the account and be
distributed in accordance with Section 5.1.4(c).
(c) Distribution of Non-Cash Assets From CS Warrant Account.  No non-cash asset
held in a CS Warrant Account shall be distributed until such time as:  (i) the
holder of the CS Warrant in respect of which such account was established
notifies the Company that it has become permissible under the IBA and/or the
BHCA for such holder to hold all or a portion of one or more of the non-cash
assets in such account, in which case, that portion of each non-cash asset in
such CS Warrant Account which such holder may then hold shall be distributed to
such holder within two (2) Business Days of such notification; or (ii) the CS
Warrant in respect of which the CS Warrant Account was established is exercised
in whole or in part.  In the event of an exercise described in clause (ii) of
the immediately preceding sentence, the CS Account Distribution Fraction of each
remaining asset in the CS Warrant Account shall be distributed to the holder
exercising the CS Warrant in respect of which the account was established,
within two (2) Business Days after the date as of which exercise of the warrant
shall be deemed to have been effective pursuant to Section 1.3 of such CS
Warrant.  In the event that a CS Warrant lapses, distributions that would have
been made to the holder of such warrant pursuant to the foregoing provisions of
this Section 5.1.4(c) shall be made to, or to the designee of, such holder
within five (5) Business Days of such lapse.

      5.2 No Valuation.  Notwithstanding any provision to the contrary contained
in this Agreement, the Company shall not make a Distribution to any Member on
account of its Interest in the Company if such Distribution would violate
Section 18-607 of the Act or other applicable law.

      5.3 Withholdings.  All amounts withheld pursuant to the Code or any
provision of any state, local or foreign tax law with respect to any payment,
Distribution, or allocation to the Company shall be treated as amounts paid to
the Company.  The Administrative Members are authorized to withhold from
Distributions, or with respect to allocations, to the Members and to pay over to
the appropriate federal, state, local or foreign government any amounts required
to be so withheld.  The Administrative Members shall allocate any such amounts
to the Members in respect of whose Distribution or allocation in the tax was
withheld and shall treat such amounts as actually distributed to such Members.

      5.4 Property Distributions and Installment Sales.  The amount by which the
fair market value of any property to be distributed in kind pursuant to Sections
5.1.3 and 5.1.4 exceeds or is less than the then prevailing Asset Value of such
property shall, to the extent not otherwise recognized by the Company, be taken
into account in determining Net Profit and Net Loss and determining the Capital
Accounts (and the appropriate Sub-Capital Accounts) of the Members as if such
property had been sold at its fair market value immediately prior to the
distribution.  If any assets are sold in transactions in which, by reason of the
provisions of Section 453 of the Code or any successor thereto, gain is realized
but not recognized, such gain shall be taken into account when realized in
computing gain or loss of the Company for purposes of allocation of Net Profit
or Net Loss under this Article 5.

      5.5 Net Profit or Net Loss.

      5.5.1 Definitions.  The "Net Profit" or "Net Loss" of the Company for each
Fiscal Year or relevant part thereof shall mean the Company's taxable income or
loss for federal income tax purposes for such period (including therein all
items of income, gain, loss or deduction required to be stated separately
pursuant to Section 703(a)(1) of the Code) with the following adjustments:
(a) Gain or loss attributable to the disposition of property of the Company with
an Asset Value different than the adjusted basis of such property for federal
income tax purposes shall be computed with respect to the Asset Value of such
property and any tax gain or loss not included in Net Profit or Loss shall be
taken into account and allocated among the Members pursuant to Section 5.7
hereof.
(b) Depreciation, amortization or cost recovery deductions with respect to any
property with an Asset Value that differs from its adjusted basis for federal
income tax purposes shall be computed in accordance with Asset Value and any
depreciation allowable for federal income tax purposes shall be allocated in
accordance with Section 5.7.

      5.5.2 Allocations of Net Profit.  The Net Profit of the Company
attributable to the Company's investment in HF Holdings (or any Short-Term
Investments related thereto) for any relevant fiscal period shall be allocated
and credited to the Capital Accounts (or the appropriate Sub-Capital Accounts)
of the Members as follows:
(a) All income and gain recognized by the Company (and amounts so treated
pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, in whole or in
part, of any Junior Management Option or the CS Option, (ii) as a result of the
sale or other disposition of Released Shares or (iii) otherwise in respect of
Option Shares or Released Shares (or Short-Term Investments related thereto),
shall be allocated to the Members' Capital Accounts (and, if appropriate,
Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to
their HF Units.  (In determining the extent to which shares of HF Holdings that
are sold are Released Shares, the presumptions set forth above in Section
5.1.2(a) shall apply.)
(b) All income and gain recognized by the Company (or treated as recognized
pursuant to Section 3.4 or 3.5) in respect of Free Shares (or Short-Term
Investments related thereto) shall be allocated to the Members' Capital Accounts
(and, if appropriate, Sub-Capital Accounts for the HF Holdings investment) as
follows:
(i) first, if losses and deductions have previously been allocated to the
Members pursuant to Section 5.5.3(b)(ii), to the Members in proportion to the
relative number of HF Units (regardless of Class) held by the Members, until the
aggregate amount allocated pursuant to this clause (i) equals the aggregate
amount of losses and deductions previously allocated pursuant to Section
5.5.3(b)(ii); and
(ii) thereafter, (A) the balance of such income and gain multiplied by the Class
A Percentage shall be allocated to the holders of HF Class A Units, in
proportion to the relative number of HF Class A Units held by the holders of
such Units, and (B) the balance of such income and gain multiplied by the
Residual Percentage to all Members, in proportion to the relative number of HF
Units (regardless of Class) held by the Members.

      5.5.3 Allocations of Net Loss.  The Net Loss of the Company attributable
to the Company's investment in HF Holdings (or any Short-Term Investments
related thereto) for any relevant fiscal period shall be allocated and charged
to the Capital Accounts (or the appropriate Sub-Capital Accounts) of the Members
as follows:
(a) All losses and deductions recognized by the Company (and amounts so treated
pursuant to Section 3.4 or 3.5) (i) as a result of the exercise, in whole or in
part, of any Junior Management Option or the CS Option, (ii) as a result of the
sale or other disposition of Released Shares, or (iii) otherwise in respect of
Option Shares or Released Shares (or Short-Term Investments related thereto),
shall be allocated to the Members' Capital Accounts (and, if appropriate,
Sub-Capital Accounts for the HF Holdings investment) pro rata in proportion to
their HF Units.  (In determining the extent to which shares of HF Holdings that
are sold are Released Shares, the presumptions set forth above in Section
5.1.2(a) shall apply.)
(b) All losses and deductions recognized by the Company (or treated as
recognized pursuant to Section 3.4 or 3.5) in respect of Free Shares (or
Short-Term Investments related thereto) shall be allocated to the Members'
Capital Accounts (and, if appropriate, Sub-Capital Accounts for the HF Holdings
investment) as follows:
(i) first, if income and gain have previously been allocated to the Members
pursuant to Section 5.5.2(b)(ii), (A) the Class A Percentage multiplied by such
losses and deductions in respect of Free Shares shall be allocated to the
holders of HF Class A Units, in proportion to the relative number of HF Class A
Units held by the holders of such Units, and (B) the Residual Percentage
multiplied by such losses and deductions in respect of Free Shares shall be
allocated to all Members, in proportion to the relative number of HF Units
(regardless of Class) held by the Members, until the aggregate amount allocated
pursuant to this clause equals (x) the aggregate amount of income and gain
previously allocated pursuant to Section 5.5.2(b)(ii) less (y) the aggregate
amount previously allocated for Distribution pursuant to Section 5.1.2(b)(ii)
(or Section 5.1.3, to the extent allocated in accordance with Section
5.1.2(b)(ii)); and(ii) thereafter, to the Members in proportion to the relative
number of HF Units (regardless of Class) held by the Members.

      5.5.4 Special Allocation.  Notwithstanding the provisions of Sections
5.5.2 and 5.5.3, all income earned in respect of any non-cash assets allocated
to a CS Warrant Account shall be specially allocated to the holder of the CS
Warrant in respect of which such account was established.

      5.6 Limitation on Allocation of Loss; Qualified Income Offset; Curative
Allocations.  Notwithstanding the provisions of Sections 5.5.2 and 5.5.3, in no
event shall an item of loss, expense or deduction be allocated to a Member's
Capital Account if it would cause or increase a deficit balance in such Member's
Capital Account, within the meaning of Treasury Regulation
$1.704-1(b)(2)(ii)(d).  In addition, this Agreement shall for all purposes be
deemed to contain a qualified income offset provision, within the meaning of
such regulation.  It is the intention of the Members that any allocations
required by the first two sentences of this Section 5.6 not affect the amount or
timing of Distributions to be made under this Agreement.  In furtherance of this
objective, in the event any allocation is made pursuant to either of the first
two sentences of this Section 5.6, the Administrative Members are hereby
directed to make (with the advice of the Company's independent tax advisors and
the consent of the Board) such curative allocations as they determine to be
appropriate to offset the effects of such allocation.  Any item of Net Profit
or Net Loss allocated pursuant to this Section 5.6 shall not again be allocated
pursuant to Section 5.5.

      5.7 Tax Allocations:  Code Section 704(c) and Unrealized Appreciation or
Depreciation.

      5.7.1 Contributed Assets.  In accordance with Section 704(c) of the Code,
income, gain, loss and deduction with respect to any property contributed to the
Company with an adjusted basis for federal income tax purposes different from
the initial Asset Value at which such property was accepted by the Company
shall, solely for tax purposes, be allocated among the Members so as to take
into account such difference in the manner required by Section 704(c) and the
applicable Treasury Regulations.

      5.7.2 Revalued Assets.  If upon the acquisition of additional Units in the
Company by a new or existing Member the Asset Value of any the assets of the
Company is adjusted pursuant to Section 3.4, subsequent allocations of income,
gain, loss and deduction with respect to such assets shall, solely for tax
purposes, be allocated among the Members so as to take into account such
adjustment in the same manner as under Section 704(c) of the Code and the
applicable Treasury Regulations.

      5.7.3 Elections and Limitations.  The allocations required by this Section
5.7 are solely for purposes of federal, state and local income taxes and shall
not affect the allocation of Net Profits or Net Losses as between Members or any
Members' Capital Accounts (or Sub-Capital Accounts).  All tax allocations
required by this Section 5.7 shall be made using the so-called "traditional
method" described in the Treasury Regulations 1.704-3(b); except that the
Administrative Members, with the advice of the Company's auditors or tax counsel
and the consent of the Board, may elect to use the so-called "traditional method
with curative allocations" described in Treasury Regulations 1.704-3(c).

      5.7.4 Tax Allocations.  Except as noted above, all items of income,
deduction and loss shall be allocated for Federal, state and local income tax
purposes in the same manner such items are allocated for purposes of calculating
Net Profits and Net Losses.

      5.8 Additional Investments.  The Members acknowledge and agree that upon
the making by the Company of an investment other than the investment in HF
Holdings as of September 27, 1999, Sections 5.1 and 5.5 shall be amended to
include the necessary distribution and allocation provisions for such new
investment.

                                   Article 6
                               TAX MATTERS MEMBER

      6.1 Tax Matters Member.  Unless and until another Member is designated as
the tax matters partner by the Board, Watterson shall be the tax matters partner
of the Company as provided in the Regulations under Code Section 6231 and any
analogous provisions of state law, and in such capacity is referred to as the
"Tax Matters Member".

      6.2 Certain Authorizations.  The Tax Matters Member shall represent the
Company, at the Company's expense, in connection with all examinations of the
Company's affairs by tax authorities including any resulting administrative or
judicial proceedings.  Without limiting the generality of the foregoing, the Tax
Matters Member is hereby authorized, but not required:

      6.2.1 to enter into any settlement with the Internal Revenue Service or
the Secretary of the Treasury or his delegate (the "Secretary") with respect to
any tax audit or judicial review, in which agreement the Tax Matters Member may
expressly state that such agreement shall bind the other Members, except that
such settlement agreement shall not bind any Member that (within the time
prescribed pursuant to the Code and Regulations) files a statement with the
Secretary providing that the Tax Matters Member shall not have the authority to
enter into a settlement agreement on behalf of such Member;

      6.2.2 if a notice of a final administrative adjustment at the Company
level of any item required to be taken into account by a Member for tax purposes
is mailed to the Tax Matters Member, to seek judicial review of such final
adjustment, including the filing of a petition for readjustment with the Tax
Court, the District Court of the United States for the district in which the
Company's principal place of business is located, or elsewhere as allowed by
law, or the United States Claims Court;

      6.2.3 to intervene in any action brought by any other Member for judicial
review of a final adjustment;

      6.2.4 to file a request for an administrative adjustment with the
Secretary at any time and, if any part of such request is not allowed by the
Secretary, to file a petition for judicial review with respect to such request;

      6.2.5 to enter into an agreement with the Internal Revenue Service to
extend the period for assessing any tax that is attributable to any item
required to be taken into account by a Member for tax purposes, or an item
affected by such item; and

      6.2.6 to take any other action on behalf of the Company in connection with
any administrative or judicial tax proceeding to the extent permitted by
applicable law or the Regulations.

      6.3 Indemnity of Tax Matters Member.  The Company shall indemnify and
reimburse the Tax Matters Member for all reasonable expenses (including
reasonable legal and accounting fees) incurred as Tax Matters Member pursuant to
this Article 6 in connection with any administrative or judicial proceeding with
respect to the tax liability of the Members as long as the Tax Matters Member
has determined in good faith that its course of conduct was in, or not opposed
to, the best interest of the Company.  The payment of all such expenses shall be
made before any Distributions are made to the Members.  The taking of any action
and the incurring of any expense by the Tax Matters Member in connection with
any such proceeding, except to the extent provided herein or required by law, is
a matter in the sole discretion of the Tax Matters Member and the provisions on
limitations of liability of the Tax Matters Member and indemnification set forth
in Article 13 shall be fully applicable to the Tax Matters Member in its
capacity as such.

      6.4 Information Furnished.  To the extent and in the manner provided by
applicable law and Regulations, the Tax Matters Member shall furnish the name,
address, profits interest, and taxpayer identification number of each Member to
the Secretary.

      6.5 Notice of Proceedings, Etc.  The Tax Matters Member shall use its best
efforts to keep each Member informed of any administrative and judicial
proceedings for the adjustment at the Company level of any item required to be
taken into account by a Member for income tax purposes or any extension of the
period of limitations for making assessments of any tax against a Member with
respect to any Company item, or of any agreement with the Internal Revenue
Service that would result in any material change either in income or loss as
previously reported.

      6.6 Notices to Tax Matters Member.  Any Member that receives a notice of
an administrative proceeding under Code Section 6233 relating to the Company
shall promptly notify the Tax Matters Member of the treatment of any Company
item on such Member's federal income tax return that is or may be inconsistent
with the treatment of that item on the Company's return.  Any Member that enters
into a settlement agreement with the Secretary with respect to any Company item
shall notify the Tax Matters Member of such agreement and its terms within sixty
days after its date.

                                   Article 7
                                FEES AND EXPENSES

      7.1 Compensation to the Administrative Member and Affiliates.  Neither the
Administrative Members nor any Affiliate of the Administrative Members shall
receive any compensation directly or indirectly in connection with the
formation, operation and dissolution of the Company except as expressly provided
in this Agreement.

      7.2 Company Expenses.  The Company shall pay or, if paid by the
Administrative Members, reimburse the Administrative Members for all
expenditures that are made by the Administrative Members in connection with
their duties pursuant to this Agreement (if and to the extent such expenditures
are approved by the Board).

      7.3 Compensation to the Directors.  Pursuant to Section 3.6 of the
Stockholder Agreement, and without duplication of the rights provided
thereunder, HF Holdings will pay the Directors (or CS in the case of any CS
Designated Director who is an employee of CS or any of its Affiliates, as CS
notifies the Company in writing) an annual fee for their services to the Board
in the amount of $40,000 each, and shall reimburse each of them for their
reasonable travel and out-of-pocket expenses incurred in connection with their
Board services.

                                   Article 8
                           OPERATIONS AND MANAGEMENT

      8.1 Designation of the Administrative Members.  Each of Watterson and
Stevenson is hereby designated as an administrative member (each an
"Administrative Member" and, together, the "Administrative Members") of the
Company with the powers set forth in this Agreement.  The Administrative
Members, to the extent of their powers set forth in this Agreement, are agents
of the Company for the purpose of the Company's business, and the actions of the
Administrative Members taken in accordance with such powers shall bind the
Company.  Except as otherwise expressly provided in this Agreement, the
Administrative Members, acting on behalf of the Company, shall be the only
Persons authorized to execute documents which shall be binding on the Company.

      8.2 Authority and Duties of the Administrative Members.  The power and
authority granted to, and the duties undertaken by, the Administrative Members
hereunder shall include only (a) the power and duty to perform administrative
functions necessary or convenient for the furtherance of the purpose of the
Company, including without limitation the maintenance of complete and accurate
books and records reflecting all activities of the Company, the preparation and
filing necessary or appropriate certificates, reports or other documents with
regulatory or administrative bodies, the preparation of reports for the Members,
the determination and (with the consent of the Board) payment of expenses of the
Company, the making of Short-Term Investments, (b) the power and duty to seek
out and provide advice to the Company concerning investments, including without
limitation advice regarding investment opportunities potentially available to
the Company, advice in connection with the structuring of any new or follow-on
 investment or the complete or partial disposition of any investment, and advice
regarding the general management of the Company's investments, (c) the power to
execute such documents in connection with any investment of the Company,
including its investment in HF Holdings, as are approved by the Board, and (d)
such other powers and/or duties as are approved by the Board.

      8.3 Voting Rights; Proxy.

      8.3.1 Except as specifically set forth in this Agreement or as otherwise
required by applicable law, Members holding Class A Units or Class B Units shall
vote together as a single class and a Member shall be entitled to one (1) vote
for each Class A Unit and for each Class B Unit held by such Member in
connection with the election of Directors and on all matters to be voted upon by
the Members of the Company.

      8.3.2 In order to assist in the implementation of the provisions of this
Section 8, each holder of Units hereby constitutes and appoints Watterson (or in
the event that Watterson is incapacitated or dies, Stevenson) and Robert Gay (or
in the event of a Gay Disability (as defined below), one of the Gay Designated
Directors), and each of them, as attorneys and proxies, with full power of
substitution, to receive all notices, and to represent, vote and consent, with
respect to all Units held by such holder, without any notice to such holder
(such notice being expressly waived by such holder), whether or not said
representation, vote or consent benefits the interests of any of said proxies,
but only with respect to any and all (i) matters presented to Members in their
capacity as such for approval, following the approval of the Board, in which
case all Members shall vote in the manner determined by the Board (except with
respect to amendments or waivers to this Agreement), and (ii) of the matters
specified
 in, and only in the manner contemplated by, Sections 8.4, 8.5, 8.6 and 8.7.
The foregoing proxy is irrevocable, is coupled with an interest in the Company
generally and shall remain in full force and effect notwithstanding the passage
of time until terminated in accordance with the provisions of Section 8.11.  The
Company agrees not to give effect to any action by any Member which is in
contravention of this Section 8.

      8.4 Election of Directors.  Each Member hereby agrees to cast all votes to
which such holder is entitled in respect of the Interests now or hereafter owned
by such holder, whether at any annual or special meeting of Members, by written
consent or otherwise, to elect as a Director:

      8.4.1 each of three (3) individuals that may be designated by Watterson
and/or Stevenson (the "Class A Designated Directors");

      8.4.2 each of three (3) individuals that may be designated by CS (the "CS
Designated Directors");

      8.4.3 each of two (2) individuals that may be designated by Robert Gay
(or, if applicable, alternatively designated by such other persons as provided
for in the first proviso of Section 8.6) (the "Gay Designated Directors"); and

      8.4.4 the individual then serving as the President and Chief Executive
Officer of ICON ("CEO Director"). Each such Director shall be designated by a
written notice to all other Members and the Company from the Member entitled
to make such designation.  The initial Directors forming the Board shall be
the individuals set forth on Schedule 8.4 hereto.

      8.5 Removal of Directors.  Directors may be removed as follows:

      8.5.1 any Director may be removed for Cause by decision of at least
two-thirds (2/3) of the other Directors, in which case the Members that
designated such Director may designate a replacement director, and each Member
party hereto agrees to cause such replacement director to be elected as a
Director in accordance with Section 8.4;

      8.5.2 any Class A Designated Director may be removed by Watterson and/or
Stevenson at any time, with or without Cause, in which case Watterson and/or
Stevenson may designate a replacement director and each Member party hereto
agrees to cause such replacement director to be elected as a Director in
accordance with Section 8.4;

      8.5.3 one Class A Designated Director shall be removed (and shall
immediately cease to serve as a Director) at such time when Watterson and
Stevenson cease to hold, in the aggregate, directly or indirectly, at least
two-thirds (2/3) of the total number of Units (on a fully diluted basis) held by
them immediately after the Closing; one Class A Designated Director shall be
removed (and shall immediately cease to serve as a Director) at such time when
Watterson and Stevenson cease to hold, in the aggregate, directly or indirectly,
at least one-third (1/3) of the total number of Units (on a fully diluted basis)
held by them immediately after the Closing; and one Class A Designated Director
shall be removed (and shall immediately cease to serve as a Director) at such
time when Watterson and Stevenson cease to hold, directly or indirectly, any
Units (on a fully diluted basis); provided, however, that for the purposes of
this Section 8.5.3, Transfers in connection with incapacity or death of either
Watterson
or Stevenson shall not be deemed to constitute cessation of holdings;

      8.5.4 any CS Designated Director may be removed by CS at any time, with or
without Cause, in which case CS may designate a replacement director and each
Member party hereto agrees to cause such replacement director to be elected as a
Director in accordance with Section 8.4;

      8.5.5 one CS Designated Director shall be removed (and shall immediately
cease to serve as a Director) at such time when CS, together with its
Affiliates, cease to hold, in the aggregate, at least two-thirds (2/3) of the
total number of Units (on a fully diluted basis) held by them immediately after
the Closing; one CS Director shall be removed (and shall immediately cease to
serve as a Director) at such time when CS, together with its Affiliates, cease
to hold, in the aggregate, at least one-third (1/3) of the total number of Units
(on a fully diluted basis) held by them immediately after the Closing; and one
CS Designated Director shall be removed (and shall immediately cease to serve as
a Director) at such time when CS, together with its Affiliates, cease to hold
any Units (on a fully diluted basis);

      8.5.6 any Gay Designated Director may be removed by Robert Gay at any
time, with or without Cause, in which case Robert Gay may designate a
replacement director and each Member party hereto agrees to cause such
replacement director to be elected as a Director in accordance with Section 8.4;
provided, that in the event of a Gay Disability, any Gay Designated Director may
be removed by Ron Mika (or such other persons as provided in the first proviso
of Section 8.6);

      8.5.7 one Gay Designated Director shall be removed (and shall immediately
cease to serve as a Director) at such time when Gay, together with its Permitted
Transferees, cease to hold, in the aggregate, at least one-half (1/2) of the
total number of Units (on a fully diluted basis) held by it immediately after
the Closing; and one Gay Director shall be removed (and shall immediately cease
to serve as a Director) at such time when Gay, together with its Permitted
Transferees, cease to hold any Units (on a fully diluted basis); provided,
however, that no Gay Designated Director shall be removed pursuant to this
Section 8.5.7 until such time as all the Class A Designated Directors or all the
CS Designated Directors are removed pursuant to Section 8.5.3 or Section 8.5.5,
as applicable; and

      8.5.8 the CEO Director shall be removed (and shall immediately cease to
serve as a Director) at such time as he or she ceases to serve as the Chief
Executive Officer of ICON.
As used herein, "Cause" means such Director's (a) willful and continued failure
to substantially perform his or her duties as a director of the Company, HF
Holdings or any of their respective subsidiaries, (b) willful conduct that is
substantially injurious, monetarily or otherwise, to the Company, HF Holdings or
any of their respective subsidiaries, (c) indictment or conviction for, or
guilty plea to, a felony or a crime involving moral turpitude, (d) habitual
abuse of illegal drugs or other controlled substances or habitual intoxication,
or (e) willful and continued breach of a material provision of this Agreement,
which breach is not cured within thirty (30) days after receiving written notice
from the Board describing the breach in reasonable detail and stating that the
Company will consider the continuation of such breach as Cause hereunder.

      8.6 Successors.  In the event a Director shall cease to serve for any
reason, then, (i) in the case of a Class A Designated Director, Watterson shall
have the right to nominate the successor to such Class A Designated Director;
provided, however, that if Watterson is incapacitated or dies, Stevenson shall
have such right to nominate the successor to such Class A Designated Director;
provided, further, that if both Stevenson and Watterson have died or are
incapacitated, Watterson's legal representative, heir, legatee or distributes
(collectively) shall have the right to nominate the successor to such Class A
Designated Director; provided, further, that if Watterson's legal
representative, heir, legatee or distributes have not nominated the successor to
such Class A Designated Director promptly after such Director ceases to serve on
the Board, Stevenson's legal representative, heir, legatee or distributes
(collectively) shall have the right to nominate the successor to such Class A
Designated Director, (ii) in the case of a CS Designated Director,
CS shall have the right to nominate the successor CS Designated Director,
(iii) in the case of any Gay Designated Director, Robert Gay shall have
the right to nominate the successor Gay Designated Director; provided, however,
that in the event that Robert Gay is not able to designate or has not promptly
designated any successor Gay Designated Director(s) (a "Gay Disability")
(A) Ron Mika shall have the right to nominate such successor Gay Designated
Director(s) (including himself), or (B) if Ron Mika is not able to designate or
has not designated any such successor Gay Designated Director(s), such
Director(s) shall be designated by the mutual consent of Watterson
(provided that if Watterson is incapacitated or dies, Stevenson shall have the
right to make such designation in his stead) and CS; and (iv) in the case of
the CEO Director, each Member agrees to Cause all Directors designated by it to
nominate the then residing Chief Executive Officer of ICON; provided,
that no Director removed for Cause shall be renominated or reelected.  Each
Member shall, upon receipt of notice identifying such nominee, promptly take all
action necessary to cause the appointment of such nominee to the Board pursuant
to this Agreement.

      8.7 Required Consents.  The Company agrees that it will not, and it will
not permit HF Holdings, ICON or any of its other direct or indirect subsidiaries
to take any action (including any action by the applicable board of directors or
any committee thereof) with respect to any of the following matters without the
approval of the Board:  (i) any offering of securities of the Company; (ii) any
sale of a substantial portion of the assets of the Company or any of its
subsidiaries; (iii) any merger or consolidation involving the Company or any of
its subsidiaries, except for a merger or consolidation between any direct or
indirect wholly-owned subsidiaries and any other direct or indirect wholly-owned
subsidiaries; (iv) any transaction constituting a change in control of the
Company; (v) any transaction to which Section 9.8 (subject to Section 9.11) or
Section 9.9 applies; and (vi) any Liquidity Event approved by the Board.

      8.8 Committees.  Each committee of the Board shall be composed so that the
representation thereon of Class A Designated Directors, CS Designated Directors,
Gay Designated Directors and the CEO Director shall be in the same proportion,
as nearly as may be, as the representation of such Directors on the whole Board,
except as consented to by Watterson (provided that if Watterson is incapacitated
or dies, the consent of Stevenson shall be required in his stead), CS and Robert
Gay (or in the event of a Gay Disability, by each of the Gay Designated
Director(s)), in each case, if entitled to designate the Director(s) to be
excluded; provided, however, that no Class A Designated Director or CEO Director
shall sit on the audit committee or any committee charged with consideration of
matters related to compensation, employee stock options, or the like.

      8.9 Action by the Board.  A quorum of the Board shall consist of a
majority of the number of Directors then constituting the Board, of whom at
least one shall be a Class A Designated Director, one shall be a CS Designated
Director and one shall be a Gay Designated Director (in each case, for so long
as there is at least one such Director serving on the Board).  All actions of
the Board shall require (i) the affirmative vote of at least a majority of the
Directors then constituting the Board; provided that in the event of a Gay
Disability, and until two (2) Gay Designated Directors serve as members of the
Board, an action of the Board shall require the affirmative vote of (1) each of
the CS Designated Directors and the Class A Designated Directors, (2) each of
the CS Designated Directors and the remaining Gay Designated Director, or (3)
each of the Class A Designated Directors and the remaining Gay Designated
Director, or (ii) the unanimous written consent of the Board.  If any Director
personally has, or has been designated by any Members who have, a financial
interest in a matter under consideration by the Board (other than its interest
in the Company solely in its capacity as an employee, officer, director or
stockholder of the Company), such Director shall be considered present for
purposes of establishing a quorum but shall not be considered to be present for
purposes of determining whether a majority of Directors present at the meeting
have approved the relevant matter.

      8.10 Business Decisions; Voting Shares of HF Holdings' Capital Stock.

      8.10.1 The Board, composed of all the Directors then in office, is
established pursuant to Section 2.3 hereof, to manage the business, operations
and affairs of the Company, including, without limitation, decisions with regard
to the management, financing and capitalization of the Company; approving any
amendment or waiver to any of the Stockholders Agreement or the Interests
Purchase Agreement; and the making and dispositions of investments, including
without limitation all capital stock of HF Holdings owned by the Company (other
than Short-Term Investments expressly permitted hereunder).  The Board shall
have the authority to exercise all of the powers and privileges granted to
"managers" of a limited liability company under the Act, any other applicable
laws, rules and regulations or this Agreement, together with any powers
incidental thereto, and to take any other action not prohibited under the Act or
other applicable laws, rules and regulations, so far as such powers or actions
are necessary or convenient or related to the conduct, promotion or attainment
of the business, purposes or activities of the Company.  The Board may
establish regulations not inconsistent with this Agreement.  The Administrative
Members shall notify the Board when a business decision to be made arises, and
the Administrative Members shall have the power and the obligation to implement
such decision upon being so directed by the Board.  If the Administrative
Members fail to implement a decision of the Board, a Member designated by the
Board may act on behalf of the Company for purposes of implementing such
decision.

      8.10.2 The Administrative Members shall notify each of the other Members
whenever any Person has requested that the Company vote the shares of HF
Holdings' common stock owned by the Company.  The Board shall be entitled to
direct the Company on how to vote such shares.  Notwithstanding anything
contained herein to the contrary, in no event shall the Administrative Members,
acting in their capacity as such, have any right to determine how the Company
should vote any of the shares of HF Holdings' capital stock owned by the
Company.

      8.11 Period.  The foregoing provisions of this Article 8 shall expire on
the earlier of (i) the date of termination of this Agreement, and (ii) a
Liquidity Event.

                                   Article 9
                             TRANSFER OF INTERESTS

      9.1 Restrictions on Transfer.  No Member shall have the right to withdraw
from the Company except as set forth in this Article 9.  No Member shall sell,
assign, pledge, encumber, hypothecate, mortgage, exchange, give away, dispose of
or otherwise transfer, voluntarily or involuntarily by operation of law,
pursuant to judicial process or otherwise (herein, whether used as a noun or a
verb, collectively called a "Transfer"), all or any part of the economic or
other rights that comprise its Units, except, notwithstanding anything to the
contrary herein, as permitted by this Article 9.  Any attempted Transfer of
Units not permitted by this Article 9 shall be null and void, and the Company
shall not in any way give effect to any such impermissible Transfer.

      9.1.1 Transfers under this Agreement, etc.  Any Member may Transfer any or
all Units held by such Member:  (i) to the Company or any subsidiary of the
Company in one or more transactions approved by the Board, (ii) on the terms and
subject to the conditions of Sections 9.1.2, 9.8 or 9.9.

      9.1.2 Permitted Transfers of Units.  Notwithstanding anything to the
contrary contained herein (but subject to the conditions of Sections 9.3, 9.4,
9.5 and 9.6), a Member may at any time effect any of the following Transfers of
Units (each transferee of such Member in respect of any Transfer described in
any of clauses (a) through (d) below, a "Permitted Transferee"):
(a) if an individual, any Transfer of any or all Units held by such Member
following such Member's death by will or intestacy to such Member's legal
representative, heir, legatee or distributes, whether or not such transferee is
a member of such Member's Immediate Family;
(b) if an individual, any Transfer of any or all Units held by such Member as a
gift or gifts during such Member's lifetime to such Member's Immediate Family
and/or Affiliate; provided that the Transferring Member shall retain voting
control of the Transferred Units; and provided, further, that any such Affiliate
shall re-Transfer such Units to such Member within five (5) calendar days after
ceasing to be an Affiliate of such Member;
(c) if Watterson or Stevenson, any Transfer of any or all Units held by such
individual as a charitable gift to any Person which is described in Section
501(c)(3) of the Internal Revenue Code of 1986 or any Transfer to such
individual's "rabbi trust" or deferred compensation accounts with the Company or
to any Affiliate of Watterson or Stevenson; provided, that any such Affiliate
shall re-Transfer such Units to such Member within five (5) calendar days after
ceasing to be an Affiliate of such Member;
(d) if CS or other institutional Member (other than Gay), any Transfer of any or
all Units held by such Member to any Affiliate of such Member in a bona fide
Transfer not part of a transaction or series of transactions that results in the
direct or indirect Transfer of such Units to a Person not an Affiliate of such
Member; provided, that any such Affiliate shall re-Transfer such Units to such
Member within five (5) calendar days after ceasing to be an Affiliate of such
Member; or
(e) if a Member, any Transfer upon the terms and conditions approved by the
Board; provided, however, that such Person shall not be deemed a "Permitted
Transferee" of a Member and shall not be entitled to the rights of such Member
pursuant to Article 8, Section 9.8, Section 9.9 or Section 11.1 hereof.

      9.2 [Reserved].

      9.3 Prohibited Transfers.  Notwithstanding anything to the contrary
herein, no holder of Securities may Transfer any Units to any Prohibited
Transferee or any Affiliate thereof, unless such Transfer is consummated in
connection with a Liquidity Event.

      9.4 Transfers by the Bain Member or Inverness.  Notwithstanding anything
to the contrary herein, so long as the ICON Bonds remain outstanding, neither
the Bain Member nor Inverness shall Transfer any of their respective Units,
unless such Transfer is consummated in connection with a Liquidity Event.

      9.5 Change in Control.  Notwithstanding anything to the contrary herein,
no Member may Transfer any Units if such Transfer would result in a "change of
control" of ICON under the ICON Bonds or under the ICON senior credit facility,
unless such Transfer is consummated in connection with a Liquidity Event.

      9.6 Transfer Conditions.  Notwithstanding anything to the contrary herein,
no Member may Transfer any Units, and the Company may not issue, Transfer or
sell any Units, unless (i) such Transfer, issuance or sale of Units is not in
violation of the provisions of this Section 9, and (ii) the transferee or
purchaser of such Units (if other than the Company or another existing Member
thereof) agrees to become a party to this Agreement and executes such further
documents as may be necessary, in the opinion of the Company, to make him, her
or it a party hereto.  Any purported Transfer, issuance or sale of Units other
than in accordance with this Agreement by any holder thereof or by the Company
shall be null and void, and the Company shall refuse to recognize any such
Transfer, issuance or sale for any purpose and shall not reflect in its records
any change in record ownership of Units pursuant to any such Transfer.

      9.7 Limitations on Redemption.  The Company shall not redeem all or any
portion of the HF Units prior to a Liquidity Event without the prior consent of
the Board.

      9.8 "Come Along" Rights.  Each Member hereby agrees, if requested by
Watterson (provided that if Watterson is incapacitated or dies, Stevenson shall
have the right to request in his stead), CS and/or Robert Gay (prior to a Gay
Disability) (the "Initiating Sellers," as applicable), and approved by the
Board, to Transfer for value (for purposes of this Section 9.8, a "Sale") a
specified percentage (for purposes of this Section 9.8, the "Sale Percentage")
of the Units then owned by such Member to any Person (for purposes of this
Section 9.8, the "Proposed Buyer") in the manner and on the terms set forth in
this Section 9.8 in connection with the sale of the Sale Percentage of the total
number of such Units (on a fully diluted basis) held by all such Initiating
Sellers, to the Proposed Buyer; provided, however, that no Member shall have any
obligations under this Section 9.8 with respect to a particular Transfer if the
Sale Percentage with respect to such transfer is less than ten percent (10%);
and provided, further, that any Transfer pursuant to this Section 9.8 shall
comply with the provisions of Sections 9.1, 9.3, 9.4, 9.5 and 9.6.

      9.8.1 Procedure.  If the Initiating Sellers elect to exercise their rights
under this Section 9.8, a notice (the "Come Along Notice") shall be furnished by
them to each Member.  The Come Along Notice shall set forth the principal terms
of the proposed Sale insofar as it relates to the Units, including the class and
number of Units to be purchased from the Initiating Sellers, the Sale
Percentage, the maximum and minimum purchase price of each Class of Units, the
name and address of the Proposed Buyer and (if the Proposed Buyer is not subject
to the periodic reporting requirements of the Exchange Act) the name of each
director of the Proposed Buyer and of each Person which is the beneficial owner
of more than twenty percent (20%) of the common stock of the Proposed Buyer.  If
the Initiating Sellers consummate the Sale referred to in the Come Along Notice,
each other holder of Units (each a "Participating Seller") shall be bound and
obligated to sell the Sale Percentage of the Units in the Sale on the same
terms and conditions (subject to all of the provisions of this Agreement and
it being understood that, without limiting the foregoing, for such purposes the
terms applicable to all Units shall be identical in all respects, other than the
purchase price of the Class A Units, that shall reflect the Class A Percentage
applicable to such Units), with respect to each Unit sold in a Sale, as the
Initiating Sellers shall sell each of their Units in the Sale.  If at the end of
the ninetieth (90th) calendar day following the date of the effectiveness of the
Come Along Notice the Initiating Sellers have not completed the Sale, each
Participating Seller shall be released from his obligation under the Come Along
Notice, the Come Along Notice shall be null and void, and it shall be necessary
for a separate Come Along Notice to have been furnished and the terms and
provisions of this Section 9.8 separately complied with, in order to consummate
such Sale pursuant to this Section 9.8, unless the failure to complete such
Sale resulted from any failure by any Participating Seller to comply in any
material respect with the terms of this Section 9.8.

      9.8.2 Certain Legal Requirements.  In the event the consideration to be
paid in exchange for Securities in the proposed Sale pursuant to Section 9.8.1
includes any securities and the receipt thereof by any Member as a Participating
Seller would require under applicable law (i) the registration or qualification
of such securities or of any person as a broker or dealer or agent with respect
to such securities or (ii) the provision to any participant in the Sale of any
information other than such information as would be required under Regulation D
of the Securities and Exchange Commission or similar rules then in effect in an
offering made pursuant to said Regulation D solely to "accredited investors" as
defined in said Regulation D, the Initiating Sellers shall be obligated only to
use their reasonable best efforts to cause such requirements to have been
complied with to the extent necessary to permit such Participating Seller to
receive such securities.  Notwithstanding any provisions of this Section 9.
8, if use of reasonable best efforts shall not have resulted in such
requirements being complied with to the extent necessary to permit such
Participating Seller to receive such securities, the Initiating Sellers shall
cause to be paid to the Participating Seller in lieu thereof, against surrender
of the Units (in accordance with Section 9.8.4 hereof) which would have
otherwise been sold by such Participating Seller to the Proposed Buyer in the
Sale, an amount in cash equal to the Fair Market Value of the securities each
such Participating Seller would otherwise receive.  The obligation of the
Initiating Sellers to use reasonable best efforts to cause such requirements to
have been complied with to the extent necessary to permit a Participating Seller
to receive such securities shall be conditioned on such Participating Seller
executing such documents and instruments, and taking such other actions
including without limitation, if required by the Initiating Sellers on advice of
their counsel, agreeing to be represented during the course of such transaction
by a "purchaser representative" (as defined in Regulation D) in connection with
evaluating the merits and risks of the prospective investment and acknowledging
that he was so represented, as the Initiating Sellers shall reasonably request
in order to permit such requirements to have been complied with.  Each
Participating Seller agrees to take such actions as the Initiating Sellers
shall reasonably request in order to permit such requirements to have been
complied with, and no Participating Seller shall have the right to require that
such Participating Seller receive cash in lieu of securities on the grounds
that such requirements have not been complied with.

      9.8.3 Further Assurances.  Each Participating Seller, and each Member to
whom the Units held by such Participating Seller were originally issued, shall,
whether in his capacity as a Participating Seller, member, officer or director
of the Company, or otherwise, take or cause to be taken all such actions as may
be reasonably requested in order expeditiously to consummate each Sale pursuant
to Section 9.8; provided, however, that neither Watterson nor Stevenson shall be
required hereunder to extend the term of their employment agreements with the
Company or any of its subsidiaries.

      9.8.4 Closing.  The closing of a Sale pursuant to Section 9.8 shall take
place at such time and place as the Initiating Sellers shall specify by notice
to each Participating Seller.  At the closing of any Sale under this Section
9.8, each Participating Seller shall deliver the certificates evidencing the
Units to be sold by such Participating Seller, duly endorsed, or with other
appropriate instruments duly endorsed, for transfer, free and clear of any
liens, encumbrances or adverse claims, with any equity transfer tax stamps
affixed, against delivery of the applicable consideration.

      9.8.5 Fairness Opinions in Certain Circumstances.
(a) Opinion.  In the case of a proposed Sale pursuant to Section 9.8 to a
Proposed Buyer which is an Affiliate of any Initiating Seller, any Member that
is not an Initiating Seller may give notice (the date of such notice being the
"Section 9.8 Request Date") to the Initiating Sellers of a request for a
fairness opinion under this Section 9.8.5 within ten (10) calendar days after
the earlier of the effectiveness of the Come Along Notice with respect thereto
or such date as Initiating Sellers may provide a separate written notice of such
Sale, then such Sale shall not be effected pursuant to the provisions of Section
9.8 unless the Company or the Initiating Sellers shall furnish the holder or
holders so requesting (with a copy thereof to any holder of Units that may so
request) a notice which includes a written opinion of an Independent Investment
Banking Firm to the effect that the Sale is fair to the holders of the
requesting Class of Units from a financial point of view (a "Section 9.8
Opinion").  In rendering such Section 9.8 Opinion, such Independent Investment
Banking Firm shall consider (i) the form and amount of consideration to be
received pursuant to such Sale in respect of Units by holders thereof other
than holders of the requesting Class of Units, (ii) the form and amount of
consideration to be received pursuant to such Sale in respect of Units by the
holders of the requesting Class of Units, and (iii) other factors it may deem
relevant. (b) Selection of Investment Banking Firm.  The Independent Investment
Banking Firm to provide the Section 9.8 Opinion shall be selected by the Board;
provided, however, that the votes of the Directors designated by the Initiating
Seller shall not be taken into account when making such a selection.

      9.9 "Tag Along" Rights.  Upon approval by the Board of a Transfer pursuant
to Section 9.1.2(e) and the approval by the Board of "tag along" rights (or
similar rights) in connection therewith, no Member (for purposes of this Section
9.9, collectively, the "Proposed Seller") shall Transfer (for purposes of this
Section 9.9, a "Sale") any Units to any other Person (for the purposes of this
Section 9.9, the "Proposed Buyer"), other than to Permitted Transferees in
accordance with Section 9.1, except in the manner and on the terms set forth in
Sections 9.1, 9.3, 9.4, 9.5, 9.6 and 9.9, and attempted Transfers in violation
of Sections 9.1, 9.3, 9.4, 9.5, 9.6 and 9.9 shall be null and void.

      9.9.1 Offer.  A written notice (the "Tag Along Notice") shall be furnished
by the Proposed Seller to all other Members (the "Tag Along Offerees") at least
ten (10) Business Days prior to a Transfer.  The Tag Along Notice shall include:
(a) The principal terms of the proposed Sale insofar as it relates to the Units,
including the Class and number of Units to be purchased from the Proposed
Seller, the percentage on a fully-diluted basis of the total number of Units
held by the Proposed Seller which such number of Units constitutes (for purposes
of this Section 9.9, the "Sale Percentage"), the maximum and minimum purchase
price of each Class of Units, the name and address of the Proposed Buyer, and
(if the Proposed Buyer is not subject to the periodic reporting requirements of
the Exchange Act) the name of each director of the Proposed Buyer and of each
Person which is the beneficial owner of more than twenty percent (20%) of the
common stock of the Proposed Buyer; and
(b) An offer by the Proposed Seller to include, at the option of each Tag Along
Offeree, in the Sale to the Proposed Buyer such number of Units owned by such
Tag Along Offeree up to the Sale Percentage of the total number of Units held by
such Tag Along Offeree), on the same terms and conditions (subject to all of the
provisions of this Agreement, and subject to differences in pricing between
Classes of Units), with respect to each Unit sold in a Sale, as the Proposed
Seller shall sell each of its Units.
(c) Exercise.  Each Tag Along Offeree desiring to accept the offer contained in
the Tag Along Notice shall send a written commitment to the Proposed Seller
specifying the number of Units (not in any event to exceed the Sale Percentage
of the total number of Units held by such Tag Along Offeree) which such Tag
Along Offeree desires to have included in the Sale within ten (10) Business Days
after the effectiveness of the Tag Along Notice (each a "Participating Seller").
Each Tag Along Offeree who has not so accepted such offer shall be deemed to
have waived all of his or her rights with respect to the applicable Sale, and
the Proposed Seller and the Participating Sellers shall thereafter be free to
sell to the Proposed Buyer, at a price no greater than the maximum price set
forth in the Tag Along Notice and otherwise on terms not more favorable in any
material respect to them than those set forth in the Tag Along Notice, without
any further obligation to such non-accepting Tag Along Offerees.  If, prior to
consummation, the terms of such proposed Sale shall change with the result that
the price shall be greater than 105% of the maximum price set forth in the Tag
Along Notice or the other terms shall be more favorable in any material respect
than as set forth in the Tag Along Notice, it shall be necessary for a separate
Tag Along Notice to have been furnished, and the terms and provisions of this
Section 9.9 separately complied with, in order to consummate such proposed Sale
pursuant to this Section 9.9; provided, however, that in the case of such a
separate Tag Along Notice, the applicable period referred to in Section 9.9.1
shall be five (5) Business Days.
(d) The acceptance of each Participating Seller shall be irrevocable except as
hereinafter provided, and each such Participating Seller shall be bound and
obligated to sell in the Sale, on the same terms and conditions specified in the
Tag Along Notice (subject to all of the provisions of this Agreement), such
number of Units as such Participating Seller shall have specified in such
Participating Seller's written commitment.  In the event the Proposed Seller
shall be unable (otherwise than by reason of the circumstances described in
Section 9.9.2) to obtain the inclusion in the Sale of all Units which the
Proposed Seller and each Participating Seller desires to have included in the
Sale (as evidenced in the case of the Proposed Seller by the Tag Along Notice
and in the case of each Participating Seller by such Participating Seller's
written commitment), the number of Units to be sold in the Sale by the Proposed
Seller and each Participating Seller shall be reduced on a pro rata basis
according to the proportion which the number of Units which each such Person
desires to have included in the Sale bears to the total number of Units desired
by all such Persons to have included in the Sale (all on a fully diluted basis).
(e) If at the end of the one hundred eightieth (180th) calendar day following
the date of the effectiveness of the Tag Along Notice the Proposed Seller has
not completed the Sale as provided in the foregoing provisions of this Section
9.9, each Participating Seller shall be released from his obligations under his
written commitment, the Tag Along Notice shall be null and void, and it shall be
necessary for a separate Tag Along Notice to have been furnished, and the terms
and provisions of this Section 9.9 separately complied with, in order to
consummate such Sale pursuant to this Section 9.9, unless the failure to
complete such Sale resulted from any failure by any Tag Along Offeree to comply
in any material respect with the terms of this Section 9.9.

      9.9.2 Certain Legal Requirements.  In the event the consideration to be
paid in exchange for Units in the proposed Sale pursuant to Section 9.9 includes
any securities and the receipt thereof by a Participating Seller would require
under applicable law (i) the registration or qualification of such securities or
of any person as a broker or dealer or agent with respect to such securities, or
(ii) the provision to any participant in the Sale of any information other than
such information as would be required under Regulation D of the Securities and
Exchange Commission or similar rule then in effect in an offering made pursuant
to said Regulation D solely to "accredited investors" as defined in said
Regulation D, the Proposed Seller shall be obligated only to use its reasonable
best efforts to cause such requirements to have been complied with to the extent
necessary to permit such Participating Seller to receive such securities.
Notwithstanding any provisions of this Section 9.9, if use of reasonable be
st efforts shall not have resulted in such requirements being complied with to
the extent necessary to permit such Participating Seller to receive such
securities, the Proposed Seller shall cause to be paid to such Participating
Seller in lieu thereof, against surrender of the Units (in accordance with
Section 9.9.4 hereof) which would have otherwise been sold in such Sale by such
Participating Seller to the Proposed Buyer in the Sale, an amount in cash equal
to the Fair Market Value of the securities which such Participating Seller would
otherwise receive.  The obligation of the Proposed Seller to use reasonable best
efforts to cause such requirements to have been complied with to the extent
necessary to permit a Participating Seller to receive such securities shall be
conditioned on such Participating Seller executing such documents and
instruments, and taking such other actions (including without limitation, if
required by the Proposed Seller on advice of its counsel, agreeing to be
represented during the course of such transaction by a "purchaser
representative" (as defined in Regulation D) in connection with evaluating the
merits and risks of the prospective investment and acknowledging that he was
so represented), as the Proposed Seller shall reasonably request in order to
permit such requirements to have been complied with.  Each Participating Seller
agrees to take such actions as the Proposed Seller shall reasonably request
order to permit such requirements to have been complied with, and no
Participating Seller shall have the right to require that such Participating
Seller receive cash in lieu of securities on grounds that such requirements
have not been complied with.

      9.9.3 Further Assurances.  Each Participating Seller, and each Member to
whom the Units held by such Participating Seller were originally issued, shall,
whether in his capacity as a Participating Seller, member, officer or director
of the Company, or otherwise, take or cause to be taken all such actions
(subject as to entering into agreements to the provisions of the next sentence
hereof) as may be reasonably requested in order to expeditiously consummate each
Sale pursuant to Section 9.9; provided however, that neither Watterson nor
Stevenson shall be required hereunder to extend the term of their employment
agreements with the Company or any subsidiary thereof.

      9.9.4 Closing.  The closing of a Sale pursuant to Section 9.9 shall take
place at such time and place as the Proposed Seller shall specify by notice to
each Participating Seller.  At the closing of any Sale under this Section 9.9,
each Participating Seller shall deliver the certificates evidencing the Units to
be sold by such Participating Seller, duly endorsed, or with other appropriate
instruments duly endorsed, for transfer, free and clear of any liens,
encumbrances or adverse claims, with any equity transfer tax stamps affixed,
against delivery of the applicable consideration.

      9.9.5 Excluded Transactions.  Notwithstanding any provisions of this
Section 9.9 to the contrary, the preceding provisions of this Section 9.9 shall
not apply to any Sale pursuant to Section 9.8; and no holder of Units shall have
pursuant to the provisions of this Section 9.9 any right of participation or
otherwise with respect to any Transfer of Units to Permitted Transferees;
provided that such Permitted Transferee has delivered to the Company a written
acknowledgment and agreement in form and substance reasonably satisfactory to
the Company that all such Units to be received by such recipient are subject to
all of the provisions of this Agreement and that such recipient is bound hereby
and a party hereto to the same extent as the holder thereof, as the case may be.

      9.10 Determination Of Fair Market Value.  The term "Fair Market Value"
shall mean, the fair value of the applicable Units or other securities as of the
applicable date on the basis of a sale of such Units or securities in an arms
length private sale between a willing buyer and a willing seller, neither acting
under compulsion.  In determining such Fair Market Value, no discount shall be
taken for constituting a minority interest and no upward adjustment or discount
shall be taken relating to the fact that the Units in question are subject to
the restrictions and entitled to the rights provided hereunder.  For purposes of
Sections 9.8 or 9.9 of this Agreement, such Fair Market Value shall be
determined, absent any agreement between the Company and the holders of a
majority of the Units in question regarding such valuation, by an Independent
Investment Banking Firm retained by the Company (the fees and expenses of which
shall be shared in one-half shares by the Company, on the one hand, and the
holders of Units subject to such Fair Market Value determination, on the other
hand) selected as follows:  the Board shall propose three Independent Investment
Banking Firms, and the Independent Investment Banking Firm to perform the
calculation shall be selected from such list of three by the holders of a
majority of the Units subject to such Fair Market Value determination.

      9.11 Period.  The foregoing provisions of Article 9 shall expire on the
earlier of (i) the date of termination of this Agreement and (ii) a Liquidity
Event.

                                   Article 10
                    BOOKS, RECORDS, ACCOUNTING, AND REPORTS

      10.1 Books and Records.  The Company shall maintain at its principal
office all of the following:

      10.1.1 A current list of the full name and last known business,
residential or mailing address of each Member, together with true and full
information regarding the amount of cash and a description and statement of the
fair market value (as agreed upon by the contributing Member and the
Administrative Members, with the consent of the Board, at the time of
contribution) of any other contribution to the Company by each Member and which
each Member has agreed to contribute to the Company in the future, and the date
on which each Member became a Member of the Company;

      10.1.2 A copy of the Certificate, this Agreement, including any and all
amendments to either thereof, together with executed copies of any powers of
attorney pursuant to which the Certificate, this Agreement or any amendment has
been executed;

      10.1.3 Copies of the Company's federal, state, and local income tax or
information returns and reports, if any, for the six (6) most recent Fiscal
Years;

      10.1.4 The financial statements of the Company for the six (6) most recent
Fiscal Years; and

      10.1.5 The Company's books and records for at least the current and past
five (5) Fiscal years.

      10.2 Information to Members.  Upon the request of any member for any
purpose reasonably related to such Member's Interest in the Company:

      10.2.1 The Administrative Members shall promptly deliver to the requesting
Member, at the expense of the Company, a copy of the information required to be
maintained by Sections 10.1.1 through 10.1.4.

      10.2.2 The Company will permit the members to review, at the Company's
office during normal business hours, the Company's books and records referred
to in Section 10.1.5.

      10.2.3 The Administrative Members will discuss with any Member such
questions as the Member may wish to raise regarding the administrative affairs
of the Company.

      10.2.4 The Company will provide any Member, at such Member's expense if
the expense of obtaining or producing such information is material, such other
information regarding the business affairs of the Company as is reasonable under
the circumstances.

      10.3 Financial Statements.

      10.3.1 The Administrative Members shall maintain or cause to be maintained
books of account reflecting the operations of the Company.  After the end of
each Fiscal Year, the Administrative Members shall prepare or cause to be
prepared financial statements of the Company for such year and shall cause an
audit of the Company's financial statements for such year to be made by
PricewaterhouseCoopers, LLP or another firm of independent public accountants of
recognized national standing approved by the Board.  Such financial statements
shall be prepared in accordance with generally accepted accounting principles.
The Administrative Members shall use their best efforts to cause a copy of the
audited financial statements to be delivered to each of the members within
ninety (90) days of the end of such fiscal year.

      10.3.2 The Administrative Members shall promptly furnish to each Member
copies of any financial statements and any other material information it
receives with respect to HF Holdings and it subsidiaries.

      10.4 Filings.  At the Company's expense the Tax Matters Member shall cause
to be prepared and timely filed, with appropriate federal, state, local and
foreign regulatory and administrative bodies, all income tax returns and any
other reports required to be filed by the Company with those entities under then
current applicable laws, rules, and regulations.  The reports shall be prepared
on the accounting or reporting basis required by the regulatory bodies.  In
particular, the Tax Matters Member shall have prepared by a firm of independent
public accountants of recognized national standing approved by the Board, the
appropriate federal, state and local income tax returns of the Company and shall
furnish the appropriate informational tax returns to each Member as soon as
practicable after March 15 of each year.

      10.5 Non-Disclosure.  Each Member agrees that, except as otherwise
consented to by the Board, all non-public information furnished to it pursuant
to this Agreement will be kept confidential and will not be disclosed by such
Member, or by any of its agents, representatives, or employees, in any manner
whatsoever, in whole or in part, except that (a) each Member shall be permitted
to disclose such information to those of its agents, attorneys, accountants,
financial and business consultants, other representatives, and employees who
need to be familiar with such information in connection with such Member's
investment in the Company and who are charged with an obligation of
confidentiality, (b) each Member shall be permitted to disclose such information
to financial institutions, investment bankers and prospective purchasers and
capital investors when such Persons are charged with an obligation of
confidentiality, (c) each Member shall be permitted to disclose such information
to its members, partners and stockholders and their members, partners and
stockholders so long as they agree to keep such information confidential on the
terms set forth herein, (d) each Member shall be permitted to disclose
information to the extent required by law, so long as such Member shall have
first afforded the Company with a reasonable opportunity to contest the
necessity of disclosing such information, and (e) each Member shall be
permitted to disclose information to the extent necessary for the enforcement
of any right of such Member arising under this Agreement. No Member shall
disclose the terms of this Agreement to any Person except (i) to the extent
required by law or (ii) for legitimate business purposes.

                                   Article 11
                            AMENDMENTS TO AGREEMENT

     11.1 Amendments.  This Agreement may not be orally amended, modified,
extended or terminated, nor shall any oral waiver of any of its terms be
effective.  This Agreement may be amended, modified, extended or terminated, and
the provisions hereof may be waived, by an agreement in writing signed by
Watterson (provided that if Watterson is incapacitated or dies, the agreement of
Stevenson shall be required in his stead), CS and Robert Gay (or in the event of
a Gay Disability, any of the Gay Designated Directors); provided, however, that
the consent of Watterson shall not be required if Watterson and Stevenson,
together with their Permitted Transferees, hold in the aggregate, directly or
indirectly, less than ten percent (10%) of the Units (on a fully diluted basis);
provided, further, that the consent of CS shall not be required if CS, together
with its Affiliates, hold in the aggregate, directly or indirectly, less than
ten percent (10%) of the Units (on a fully diluted basis); provided, further,
that the consent of Robert Gay (or in the event of a Gay Disability, any of the
Gay Designated Directors) shall not be required if (i) Watterson and Stevenson,
together with their Permitted Transferees, hold in the aggregate, directly or
indirectly, less than ten percent (10%) of the Units (on a fully diluted basis),
or (ii) CS, together with its Affiliates, hold in the aggregate, directly or
indirectly, less than ten percent (10%) of the Units (on a fully diluted basis);
provided, further, that the consent of the Company shall be required for any
amendment, modification, extension, termination or waiver which has a material
adverse effect on the rights or obligations of the Company under this Agreement;
and provided, further, that the consent of any Member shall be required for any
amendment, modification, extension, termination or waiver which has a material
adverse effect on the rights or obligations of such Member under this Agreement.
Each Member may waive any of its rights hereunder by an instrument in writing
signed by such Member.

      11.2 Filings.  The Administrative Members shall cause to be prepared and
filed any amendment to the Certificate that may be required to be filed under
the Act as a consequence of any amendment to this Agreement.

                                   Article 12
                             DISSOLUTION OF COMPANY

      12.1 Events of Dissolution or Liquidation.  The Company shall be dissolved
upon the first to occur of the following events, but not upon any other event:
(a) December 31, 2024 unless such date is extended pursuant to Section 2.5,
(b) the written determination of the Board, (c) the entry of a decree of
judicial dissolution under Section 18-802 of the Act or (d) the disposition of
all of the Company's assets.

      12.2 Liquidation.  Upon dissolution of the Company for any reason, the
Company shall immediately commence to wind up its affairs.  A reasonable period
of time shall be allowed for the orderly termination of the Company's business,
discharge of its liabilities, and distribution or liquidation of the remaining
assets so as to enable the Company to minimize the normal losses attendant to
the liquidation process.  The Company's property and assets or the proceeds from
the liquidation thereof shall be distributed so as not to contravene the Act but
otherwise in compliance with Section 5.1; provided, however, that Distributions
to Members shall be made after their Capital Accounts (and Sub-Capital Accounts)
have been adjusted to reflect all Net Profits and Net Losses (and amounts
treated as Net Profits and Losses pursuant to Sections 3.4 and 3.5) of the
Company through the date of distribution.  A full accounting of the assets and
liabilities of the Company shall be taken and a statement thereof shall be fur
nished to each Member within thirty (30) days after the distribution of all of
the assets of the Company.  Such accounting and statements shall be prepared
under the direction of the Administrative Members with the consent of the Board.
Upon such final accounting, the Company shall terminate and an authorized
person, appointed pursuant to Section 2.7, shall cancel the Certificate in
accordance with the Act.

      12.3 No Further Claim.  Upon dissolution, each Member shall look solely to
the assets of the Company for the return of its Capital Contributions, and if
the Company's property remaining after payment or discharge of the debts and
liabilities of the Company, including debts and liabilities owed to one or more
of the Members, is insufficient to return the aggregate Capital Contributions of
each Member, such Members shall have no recourse against the Company or any
other Member except to the extent that Member has received Distributions in
excess of those to which such Member was entitled to under the terms of this
Agreement.

      12.4 No Action for Dissolution.  The Members acknowledge that irreparable
damage would be done to the Company if any Member should bring an action in
court to dissolve the Company under circumstances where dissolution is not
required by Section 12.1.  This Agreement has been drawn carefully to provide
fair treatment of all parties and equitable payment in liquidation of the
Interests of all Members.  Accordingly, except where the Company has not been
liquidated as required by Section 12.1 and except as specifically provided in
Section 18-802 of the Act, each Member hereby waives and renounces its right to
initiate legal action to seek dissolution or to seek the appointment of a
receiver or trustee to liquidate the Company.

                                   Article 13
                                INDEMNIFICATION

      13.1 General.  Neither the Administrative Members nor any holder of Class
A Units or Class B Units, nor any director, officer, partner, stockholder,
affiliate, fiduciary, agent, advisor, attorney, controlling person or employee
of the Administrative Members or any holder of Class A Units or Class B Units,
nor any person serving at the request of the Company as a director, officer,
employee, partner, trustee or independent contractor of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise
(all of the foregoing persons and entities being referred to collectively as
"Indemnified Parties" and individually as an "Indemnified Party") shall be
liable to the Company or any Member for any act or omission suffered or taken by
it that is not in material violation of this Agreement and does not constitute
fraud, gross negligence or willful misconduct, and with respect to any criminal
action or proceeding, without reasonable cause to believe that its conduct was
unlawful.

      13.2 Indemnification.  To the maximum extent permitted by applicable law,
each Indemnified Party shall be fully protected and indemnified by the Company
out of Company assets against all liabilities and losses (including amounts paid
in respect of judgments, fines, penalties or settlement of litigation, and legal
fees and expenses reasonably incurred in connection with any pending or
threatened litigation or proceeding) suffered by virtue of its serving as an
Indemnified Party with respect to any action or omission suffered or taken that
is not in material violation of this Agreement and does not constitute fraud,
gross negligence or willful misconduct, and with respect to any criminal action
or proceeding, without reasonable cause to believe its conduct was unlawful.
The Company may, with the consent of the Board, advance expenses, including
legal fees, for which any Indemnified Party would be entitled by this Agreement
to be indemnified upon receipt of an unsecured undertaking by such Indemnified
Party to repay such advances if it is ultimately determined by a court of proper
jurisdiction that indemnification for such expenses is not permitted by law or
authorized by this Agreement.  Each Indemnified Party may consult with
recognized, outside legal counsel selected by the Company, and any action or
omission taken or suffered in good faith in accordance with the opinion or
advice of such counsel shall be conclusive evidence that such action or omission
did not materially violate this Agreement, did not constitute fraud, gross
negligence or willful misconduct, and with respect to any criminal action or
proceeding, was suffered or taken without reasonable cause to believe its
conduct was unlawful.  Unless there is a specific finding of fraud, gross
negligence, willful misconduct or reasonable cause to believe that its conduct
was unlawful (or where such a finding is an essential element of a judgment or
order), the termination of any action, suit or proceeding by judgment, order or
settlement, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption for the purposes of this Section 13.2 that the
person or entity in question acted fraudulently, was grossly negligent or
engaged in willful misconduct, or with respect to any criminal action or
proceeding, had reasonable cause to believe that its conduct was unlawful.

                                   Article 14
                         REPRESENTATIONS BY THE MEMBERS

      Each Member hereby represents and warrants to, and agrees with, the other
Member or Members and the Company as set forth below.

      14.1 Investment Intent.  It is acquiring its Interest with the intent of
holding the same investment for its own account and without the intent or a view
of participating directly or indirectly in any distribution of such interests
within the meaning of the Securities Act or any applicable state securities
laws.

      14.2 Securities Act.  It is an accredited investor as such term is defined
in Regulation D promulgated pursuant to Section 4(2) of the Securities Act.  It
acknowledges and agrees that its Interest is being issued and sold in reliance
on the exemption from registration contained in Section 4(2) of the Securities
Act and exemptions contained in applicable state securities laws, and that its
Interest cannot and will not be sold or transferred except in a transaction that
is exempt under the Securities Act and those state acts or pursuant to an
effective registration statement under the Securities Act and those state acts
or in a transaction that is otherwise in compliance with the Securities Act and
those state acts.  It understands that it has no contractual right for the
registration under the Securities Act of its Interest for public sale and that,
unless its Interest is registered or an exemption from registration is
available, its interests may be required to be held indefinitely.

      14.3 Knowledge and Experience.  It has such knowledge and experience in
financial, tax, and business matters as to enable it to evaluate the merits and
risks of its investment in the Company and, through its Interest in the Company,
in HF Holdings, and to make informed investment decisions with respect thereto.
It has, based on its own investigation of HF Holdings, made its own independent
analysis of the likelihood of success of the Company's investments in HF
Holdings.

      14.4 Independent Investment Decision.  It acknowledges that it has
independently and without reliance upon the Administrative Members or any other
Person, made its own analysis and decision to enter into this Agreement and to
make the investments provided for hereunder.  It acknowledges that neither the
Administrative Members nor any other Person has acted as investment adviser with
respect to it in connection with its investment in the Company or the
investments contemplated by the Company and that neither the Administrative
Members nor any other Person has provided advice or information with respect to
the value of an investment in the Company or in the investments contemplated by
the Company or with respect to the advisability of investing in, purchasing or
selling an Interest in the Company or in the investments contemplated by the
Company.  Each Member represents to the Administrative Members, the other
Members and the Company that such Member will continue to make its own
independent analysis and other decisions in taking or not taking action under
this Agreement, including without limitation decisions relating to the
disposition of the Company's investments in HF Holdings.  Each Member expressly
acknowledges that, except as expressly set forth in this Agreement, neither the
Administrative Members nor any other Person, or any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates, has
made any representations or warranties to such Member in connection with its
investment in the Company or the investments contemplated by the Company, and
no act by the Administrative Members taken under this Agreement or any other
document, shall be deemed to constitute any representation or warranty to such
Member in connection with its investment in the Company or the investments
contemplated by the Company. Except for notices, reports and other documents
expressly required to be furnished to each Member by the Administrative Members
under this Agreement, the Administrative Members shall not have any duty or
responsibility to provide any Member with any information concerning the
business, operations, property, condition, financial or otherwise, of HF
Holdings which may come into the possession of the Administrative Members or
any of their officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

      14.5 Economic Risk.  It is able to bear the economic risk of its
investment in the Company, confirms that it has no current need for cash from
its investment in the Company in order to service any of its other obligations
whether such other obligations were used to finance its investment in the
Company or for other purposes and recognizes that there is a reasonable
possibility of the loss of all or a substantial portion of its investment in the
Company.

      14.6 Binding Agreement.  It has all requisite power and authority to enter
into and perform this Agreement and that this Agreement is and will remain its
valid and binding agreement, enforceable in accordance with its terms (subject,
as to the enforcement of remedies, to any applicable bankruptcy, insolvency, or
other laws affecting the enforcement of creditors' rights).

      14.7 Tax Position.  Unless it provides prior written notice to the
Company, it will not take a position on its federal or state income tax return,
in any claim for refund, or in any administrative or legal proceedings that is
inconsistent with the characterization of the Company as a partnership for
federal and state income tax purposes, any information return filed by the
Company or the provisions of this Agreement.

      14.8 Information.  It has received all documents, books, and records
pertaining to an investment in the Company requested by it.  It has had a
reasonable opportunity to ask questions of and receive answers concerning the
Company, and all such questions have been answered to its satisfaction.

                                   Article 15
                            COMPANY REPRESENTATIONS

      In order to induce the Members to enter into this Amended and Restated
Agreement, the Company hereby represents and warrants to each Member as follows:

      15.1 Legal Existence.  The Company is a duly formed and validly existing
limited liability company under the Act and the Certificate has been duly filed
as required by the Act.  The Company has all necessary power and authority under
the Act to issue the Interests to be issued to the Members hereunder.

      15.2 Valid Issuance.  When an Interest is issued to the Member as
contemplated by is Agreement and the Capital Contributions required to be made
by such Member are made, the Interest issued to the Member will be duly and
validly issued and except as specifically provided in the Agreement, no
liability for any additional capital contributions or for any obligations of the
Company will attach thereto.

      15.3 Options, Etc.  Except as set forth in this Agreement, the Company
does not have outstanding (a) any rights or options to subscribe for or purchase
any Interests in the Company, (b) any warrants or other agreements providing for
or requiring the issuance of Interests in the Company to any Person, or (c) any
obligation to purchase or otherwise acquire any Interests in the Company.

                                   Article 16
                                 MISCELLANEOUS

      16.1 Additional Documents.  At any time and from time to time after the
date of this Agreement, upon the request of the Board, each Member shall do and
perform, or cause to be done and performed, all such additional acts and deeds,
and shall execute, acknowledge, and deliver, or cause to be executed,
acknowledged, and delivered, all such additional instruments and documents, as
may be required to effectuate the purposes and intent of this Agreement.

      16.2 General.  This Agreement:  (a) shall be binding upon the executors,
administrators, estates, heirs, and legal successors and permitted assigns of
the Members; (b) shall be governed by and construed in accordance with the
domestic substantive laws of the State of Delaware without giving effect to any
choice or conflict of laws provision or rule that would cause the application of
the domestic substantive laws of any other jurisdiction; (c) may be executed in
more than one counterpart as of the day and year first above written; and (d)
contains the entire contract among the Members as to the subject matter hereof.
The waiver of any of the provisions, terms, or conditions contained in this
Agreement shall not be considered as a waiver of any of the other provisions,
terms, or conditions hereof.

      16.3 Notices, Etc.  All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
upon delivery by facsimile transmission (upon receipt of facsimile confirmation)
or upon personal delivery or receipt (which may be evidenced by a return receipt
if sent by registered mail or by signature if delivered by courier or delivery
service), or addressed as set forth below, or at such other address as such
Person shall have furnished to the Company in writing as the address to which
notices are to be sent hereunder:  (a) if to any Member (other than the
Administrative Members) to such Member at the address or facsimile number of
such Member in the records of the Company, and (b) if to an Administrative
Member, to such Administrative Member at ICON, 1500 South 1000 West, Logan, Utah
84321, facsimile number: (435) 750-5238.

      16.4 Applicable Law.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to the
conflict of laws principles thereof.

      16.5 Consent to Jurisdiction.  Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction
of the state courts of the State of New York sitting in the County of New York
or the United States District Court for the Southern District of New York for
the purpose of any action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation arising out of or based upon
this Agreement or relating to the subject matter hereof, (b) hereby waives to
the extent not prohibited by applicable law, and agrees not to assert, and
agrees not to allow any of its subsidiaries to assert, by way of motion, as a
defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that any such proceeding brought
in one of the above-named courts is improper, or that this Agreement or the
subject matter hereof or thereof may not be enforced in or by such court and
(c) hereby agrees not to commence or maintain any action, claim, cause of
action or suit (in contract, tort or otherwise), inquiry, proceeding or
investigation arising out of or based upon this Agreement or relating to the
subject matter hereof or thereof other than before one of the above-named
courts nor to make any motion or take any other action seeking or intending to
cause the transfer or removal of any such action, claim, cause of action or
suit (in contract, tort or otherwise), inquiry, proceeding or investigation to
any court other than one of the above-named courts whether, on the grounds of
inconvenient forum or otherwise.  Notwithstanding the foregoing, to the extent
that any party hereto is or becomes a party in any litigation in connection
with which it may assert indemnification rights set forth in this agreement,
the court in which such litigation is being heard shall be deemed to be
included in clause (a) above. Each party hereto hereby consents to service of
process in any such proceeding in any manner permitted by New York law, and
agrees that service of process by registered or certified mail, return receipt
requested, at its address specified pursuant to Section 16.3 hereof is
reasonably calculated to give actual notice.  The provisions of this Section
16.5 shall not restrict the ability of any party to enforce in any court any
judgment obtained in the federal or state courts of the State of New York.

      16.6 Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY
IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT
(IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING
OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS
SECTION 16.6 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND
WILL RELY IN ENTERING INTO THIS AGREEMENT.  ANY PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 16.6 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL
BY JURY.

      16.7 Gender and Number.  Whenever required by the context, as used in this
Agreement the singular number shall include the plural, the plural shall include
the singular, and all words herein in any gender shall be deemed to include the
masculine, feminine and neuter genders.

      16.8 Severability.  If any provision of this Agreement is determined by a
court to be invalid or unenforceable, that determination shall not affect the
other provisions hereof, each of which shall be construed and enforced as if the
invalid or unenforceable portion were not contained herein.  That invalidity or
unenforceability shall not affect any valid and enforceable application thereof,
and each said provision shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.

      16.9 Headings.  The headings used in this Agreement are used for
administrative convenience only and do not constitute substantive matter to be
considered in construing the terms of this Agreement.

      16.10 Tax Status.  The Members intend that the Company be treated as a
partnership for federal and state income tax purposes and the Company shall file
all tax returns on the basis consistent therewith.

      16.11 No Third Party Rights.  The provisions of this Agreement are for the
benefit of the Company, the Members and Permitted Transferees described in
Article 9, and no other Person, including creditors of the Company shall have
any right or claim against the Company or any Member by reason of this Agreement
or any provision hereof or be entitled to enforce any provision of this
Agreement.

      16.12 Limitation on CS Acquisitions.  CS and each of its Affiliates agrees
that neither it nor any of its respective Affiliates shall acquire any Units or
Options from any Third Party after the date hereof if, after giving effect to
such acquisition, CS and its Affiliates would own (or be deemed to own) in the
aggregate Equivalent Shares (as defined in the Stockholders Agreement)
representing more than forty nine and one-half percent (49.5%) of the
outstanding shares of Common Stock (as defined in the Stockholders Agreement) of
HF Holdings (on a fully diluted basis); provided, however, that this Section
16.12 shall not prohibit or otherwise restrict CS or any of its Affiliates from
(i) exercising and/or converting the CS Warrants, the CS Option and/or the CS
Convertible Notes, (ii) acquiring Units or Options issued by the Company
pursuant to an issuance approved by the Board, or (iii) purchasing membership
interests pursuant to the Interests Purchase Agreement.  Solely for purposes of
this Section 16.12, in calculating the number of Equivalent Shares owned by CS
and its Affiliates, CS shall be deemed to have exercised the CS Warrants, the
CS Option and the CS Convertible Notes in full.  For purposes of this Section
16.12, the term "Third Party" means any Person other than CS or any of its
Affiliates; provided, however, that CS and its Affiliates complied with the
provisions of Section 16.12; and provided, further, that the term Third Party
shall not include the Company, HF Holdings, ICON or any of their respective
subsidiaries. For purposes of this Section 16.12, the term "Option" means (i)
any options or warrants or other rights to subscribe for, purchase or otherwise
acquire Units, and (ii) any evidence of indebtedness, Interests or other
securities which are directly or indirectly convertible or exchangeable for
Units.

      16.13 Conflicts.  In the event any terms or conditions of this Agreement
conflict with any terms or conditions of the Stockholders Agreement, the terms
and conditions of the Stockholders Agreement shall control.

[The remainder of this page has intentionally been left blank.]


      IN WITNESS WHEREOF, the parties have executed this Limited Liability
Company Agreement as of the day and year first set forth above.



GARY STEVENSON







SCOTT WATTERSON





GS ICON LLC

By:

      Name:
      Title:





SW ICON LLC

By:

      Name:
      Title:





CREDIT SUISSE SECURITIES (USA) LLC


By: __________________________
Name:
Title:







ROBERT GAY





BG ICON LLC

By:

      Name:
      Title:



BCIP ASSOCIATES, L.P.

By: Bain Capital Investors, LLC,

      Its Managing General Partner

By:

      Name:

      Title:







ESTATE OF STANLEY C. TUTTLEMAN

By:

      Name:
      Title:









LEE MING TSUNG








WEN-CHUNG KO





INVERNESS/PHOENIX PARTNERS LP

By:

      Name:
      Title:




Solely for the purpose of amending and restating this Agreement:
BCP IV GRANTOR TRUST, a Trust and Assignee of Bain Capital Fund IV, L.P.
By: Bain Capital Investors, LLC,
 Its Trustee
By:
 Name:
 Title:

BCIP TRUST ASSOCIATES, L.P.
By: Bain Capital Investors, LLC,
 Its Managing General Partner
By:
Name:
Title:

EXECUTIVE CAPITAL PARTNERS I LP
By:
 Name:
 Title:











TABLE OF CONTENTS
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iv


HF INVESTMENT HOLDINGS, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
TABLE OF CONTENTS