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                                                                     Exhibit 4.3

                         INVESTOR STOCKHOLDERS AGREEMENT

          This Investor Stockholders Agreement is made as of June 16, 2005 among
Mid-Western Aircraft Systems Holdings, Inc., a Delaware corporation (the
"COMPANY"), Onex Partners LP, a Delaware limited partnership ("ONEX PARTNERS"),
the Stockholders listed on the signature pages of this Agreement and such other
Stockholders of the Company as may, from time to time, become parties to this
Agreement in accordance with the provisions hereof.

          Upon consummation of the transactions contemplated by the Asset
Purchase Agreement, dated as of February 22, 2005, between the Company and The
Boeing Company, a Delaware corporation, with respect to the acquisition of the
assets comprising the Business (as defined therein) and of certain related
transactions to be consummated concurrently therewith (the "CLOSING"), Onex
Partners and certain other Stockholders will own or may hereafter acquire
certain Shares. The Company, the Onex Investors and certain other Stockholders
are parties to a Registration Agreement (the "REGISTRATION AGREEMENT"), also
dated as of the date hereof.

          All of the Stockholders desire to enter into this Agreement for the
purpose of regulating certain aspects of the Stockholders' relationships with
one another and with the Company and in order to provide for the stability of
the Company.

          The parties, intending to be legally bound hereby, agree as follows:

                                   ARTICLE 1

                               Certain Definitions

          1.1 Certain Definitions. When used in this Agreement the following
terms shall have the respective meanings shown:

           "AFFILIATE" means, with respect to any Person, (a) any director or
executive officer of such Person, (b) any spouse, parent, sibling, descendant or
trust for the exclusive benefit of such Person or his or her spouse, parent,
sibling or descendant (or the spouse, parent, sibling or descendant of any
director or executive officer of such Person), and (c) any other Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purpose of this definition, (i) "control" (including
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, status as a general partner, or by contract or otherwise and (ii)
Onex Corporation shall be deemed to control any Person controlled by Gerald W.
Schwartz so long as Mr. Schwartz controls Onex Corporation.

          "APPROVED SALE" has the meaning set forth in Section 5.2(a).

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

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          "BUSINESS DAY" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York City.

          "CALL EVENT" has the meaning set forth in Section 5.3(a).

          "CALL NOTICE" has the meaning set forth in Section 5.3(a).

           "CALL PRICE" means the most recent value per Share as determined by
the Board prior to the date of the applicable Call Event for purposes of the
Company's short-term incentive plan; provided that, if the Company has not
adopted a short-term incentive plan, the "Call Price" shall be the fair market
value per Share as determined by the Board in good faith without regard to
minority discounts.

          "CREDIT AGREEMENT" has the meaning set forth in Section 5.3(c).

          "EXEMPT TRANSFER" means (i) any Transfer to or among the Onex
Investors and (ii) any Transfer by an Onex Investor within 180 days following
the date hereof to one or more institutional co-investors, provided in each case
that each such transferee (if not already a party to this Agreement) shall have
agreed in writing to become a party to this Agreement.

          "FORMER MANAGEMENT HOLDER" has the meaning set forth in Section
5.3(a).

          "INITIAL CALL PERIOD" has the meaning set forth in Section 5.3(a).

          "MAJORITY ONEX INVESTORS" means Onex Investors holding, in the
aggregate, a majority of the Shares held by all Onex Investors.

          "MANAGEMENT INVESTOR" means Jeffrey L. Turner and any other individual
employed by the Company or any subsidiary of the Company at the time he or she
becomes a party to this Agreement, in each case for so long as such individual
is employed by the Company or any subsidiary of the Company.

          "ONEX CORPORATION" means Onex Corporation, an Ontario corporation.

          "ONEX INVESTOR" means Onex Partners, Onex Corporation or any Affiliate
of Onex Partners or Onex Corporation that is a holder of Shares or other equity
interests of the Company, including, for purposes of this Agreement, (a) any
Person which has granted to Onex Partners, Onex Corporation or any of their
respective Affiliates the right to vote or dispose of such Person's Shares,
other than pursuant to this Agreement, and (b) any employee, officer or director
of Onex Corporation.

          "OTHER INVESTOR" means any holder of Shares that is or becomes a party
to this Agreement other than (a) the Onex Investors and (b) the transferees of
the Onex Investors that acquire all of the Shares held by the Onex Investors as
of the date hereof.

          "PERSON" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.


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          "PUBLIC OFFERING" means a public offering and sale of capital stock of
the Company pursuant to an effective registration statement under the Securities
Act.

          "PUBLIC SALE" means any sale of Shares pursuant to a Public Offering
or to the public through a broker or dealer or to a market maker pursuant to the
provisions of Rule 144 (or any similar provision then in force) adopted under
the Securities Act.

          "QUALIFIED PUBLIC OFFERING" means the sale in one or more underwritten
Public Offerings of at least 20% of the equity interests in the Company
outstanding immediately after giving effect to the most recent such offering.

          "SALE OF THE COMPANY" means any transaction pursuant to which
Person(s) other than the Company's existing Stockholders as of the date hereof
and their respective Affiliates acquire (a) capital stock of the Company
possessing the voting power under normal circumstances to elect a majority of
the Board (whether by merger, consolidation, recapitalization, reorganization or
sale or transfer of the Company's equity interests or otherwise) or (b) all or
substantially all of the Company's assets (determined on a consolidated basis).

          "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.

          "SHARES" means (a) the shares of the Company's Class A Common Stock,
par value $0.01 per share, Class B Common Stock, par value $0.01 per share, and
any other capital stock of the Company purchased, issued to or otherwise
acquired by any Stockholder, including Shares acquired upon the exercise of any
warrant, option or other convertible security, and (b) any equity securities
issued or issuable, directly or indirectly, with respect to the securities
referred to in clause (a) by way of dividend or unit split, exchange or
conversion, or in connection with a combination of Shares, recapitalization,
merger, consolidation or other reorganization. As to any particular equity
interests constituting Shares, such Shares will continue to be Shares subject to
this Agreement in the hands of any holder of such Shares (other than purchasers
pursuant to a Public Sale).

          "STOCKHOLDER" means any holder of Shares that is or becomes a party to
this Agreement.

          "STOCKHOLDER REPRESENTATIVE" has the meaning set forth in Section
4.3(a).

          "SUBORDINATE OBLIGATION" has the meaning set forth in Section 5.3(c)

          "SUBSEQUENT CALL PERIOD" has the meaning set forth in Section 5.3(b).


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                                     ARTICLE 2

                        Board of Directors of the Company

          2.1 Board of Directors.

          (a) Each of the Stockholders will vote all of its Shares, and the
Company will take all necessary or desirable action within its control, in order
to cause the election to the Board of such individuals as may be designated from
time to time by the Majority Onex Investors.

          (b) The provisions of this Article 2 will terminate automatically upon
the earlier to occur of (i) a Sale of the Company or (ii) a Qualified Public
Offering.

                                   ARTICLE 3

                   Covenants of the Company and Other Matters

          3.1 Financial Information. So long as a Stockholder owns any Shares,
the Company shall furnish or otherwise make available to such Stockholder the
following:

          (a) as promptly as practicable, and in any event within 90 days after
the end of each fiscal year of the Company, copies of the audited annual
consolidated financial statements of the Company and its subsidiaries, including
a consolidated balance sheet of the Company and its subsidiaries as at the end
of such fiscal year, consolidated statements of income and of cash flow of the
Company and its subsidiaries for such fiscal year and the related notes thereto,
and stating in comparative form the figures as of the end of and for the
previous fiscal year, accompanied by an audit report thereon by a firm of
independent certified public accountants of national recognition; and

          (b) as promptly as practicable, and in any event within 45 days after
the end of each fiscal quarter of the Company, copies of the unaudited quarterly
consolidated financial statements of the Company, including a consolidated
balance sheet of the Company and its subsidiaries as at the end of such fiscal
quarter, and consolidated statements of income and of cash flow of the Company
and its subsidiaries for such fiscal quarter and year to date period, and
stating in comparative form the figures as of the end of and for the
corresponding fiscal quarter and year to date period in the previous fiscal
year; provided, that such statements need not cover periods prior to the date
hereof.

          The Board may require that Other Investors execute a confidentiality
agreement acceptable to the Board as a condition to the receipt of the financial
information set forth in this Sections 3.1, but such confidentiality agreement
shall not apply to any financial information made publicly available by the
Company in connection with or following a Public Offering.

          (c) The provisions of this Section 3.1 will terminate automatically
(i) with respect to all Stockholders upon the earlier to occur of (1) a Sale of
the Company or (2) a Qualified Public Offering and (ii) with respect to any
Stockholder who is or was at any time during the term of this Agreement a
Management Investor, at such time when such Stockholder ceases to be deemed a
Management Investor hereunder.


                                        4

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                                    ARTICLE 4

                       Restrictions on Transfer of Shares

          4.1 Transfer of Stockholder Shares. Without the written consent of the
Company and Onex Partners, no Other Investor shall sell, transfer, assign,
pledge, exchange or otherwise dispose of (a "TRANSFER") any interest in Shares
held by an Other Investor except pursuant to the provisions of this Article 4,
Article 5 or pursuant to a Public Sale.

          4.2 Permitted Transfers.

          (a) The restrictions contained in this Article 4 shall not apply with
respect to (i) any Transfer of Shares by any Stockholder to or among its
Affiliates, or (ii) any Transfer of Shares by any Stockholder to any other
Stockholder; provided, that the restrictions contained in this Article 4 shall
continue to be applicable to the Shares after any such Transfer and provided
further that each transferee of such Shares shall have agreed in writing to
become a party to this Agreement. Any Management Investor transferring Shares
pursuant to this Section 4.2(a)(i) shall remain the "STOCKHOLDER REPRESENTATIVE"
with respect to all such transferred Shares and shall be responsible for the
giving and receipt of all consents, notices and other communication between the
Company and the other Stockholders, on the one hand, and the transferee(s) of
such Shares, on the other hand.

          (b) The provisions of this Article 4 shall terminate automatically
upon the earlier to occur of (i) a Sale of the Company and (ii) a Qualified
Public Offering.

          (c) In the case of any Transfer pursuant to Section 4.2(a)(i), a
transferee may at any time, and shall forthwith in the event that such
transferee ceases to be an Affiliate of the transferor, transfer back to such
transferor all of the Shares held by it.

                                   ARTICLE 5

                    Tag-Along, Drag-Along and Put/Call Rights

          5.1 Tag-Along Right.

          (a) At least 20 days prior to any Transfer (other than an Exempt
Transfer) by any Onex Investor of 10% or more of the aggregate number of Shares
owned by the Onex Investor as of the date of this Agreement in a single
transaction or series of related transactions (the "INITIATING STOCKHOLDER"),
such Initiating Stockholder shall deliver a written notice (the "SALE NOTICE")
to each Other Investor, specifying the identity of the prospective purchaser(s),
the number of Shares to be transferred, the price per Share to be paid for such
Shares, and, in reasonable detail, the other terms and conditions of the
Transfer. Each of such Other Investor may elect to participate in the
contemplated Transfer at the same price per share and on the same terms by
delivering written notice to the Initiating Stockholder within ten days after
delivery of the Sale Notice (each such electing Other Investor is a
"PARTICIPATING STOCKHOLDER"). Each Participating Stockholder will be entitled
and obligated to sell in the contemplated Transfer, at the price per Share and
on the same terms and conditions, a number of Shares equal to such Participating
Stockholder's Tag-Along Percentage (as defined below) of the number of Shares


                                       5

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proposed to be transferred by the Initiating Stockholder and the number of
Shares to be transferred by the Initiating Stockholder in such contemplated
Transfer shall be reduced by the number of Shares to be transferred by the
Participating Stockholders (unless the Initiating Stockholder purchases such
Shares directly from the Participating Stockholders pursuant to Section 5.1(b)),
simultaneously with and conditioned upon the closing of the sale by the
Initiating Stockholder. However, the contemplated Transfer may provide for
payment in securities, or a combination of cash and securities, to all
Stockholders that are accredited investors within the meaning of Regulation D
under the Securities Act and in cash to Stockholders that are not accredited
investors or may provide Stockholders that are accredited investors with the
option to receive Securities, or a combination of cash and securities, or cash
while Stockholders that are not accredited investors receive cash. The
Initiating Stockholder may abandon the contemplated Transfer at any time prior
to its closing without any liability or obligation under this Section 5.1. A
Participating Stockholder's "TAG-ALONG PERCENTAGE" is the quotient obtained by
dividing (i) the number of Shares owned by such Participating Stockholder at the
time of such Transfer, by (ii) the sum of the aggregate number of Shares owned
by the Stockholders at the time of such Transfer (including the Initiating
Stockholder) and, without duplication, all other holders having co-sale rights
with respect to such Transfer.

          (b) The Initiating Stockholder shall effect the participation of the
Participating Stockholders in the contemplated Transfer by either (i) obtaining
the agreement of the prospective purchaser(s) to purchase from the Participating
Stockholders the Shares which the Participating Stockholders are entitled to
sell to such prospective purchaser(s) pursuant to Section 5.1(a) or (ii)
purchasing the number of Shares from the Participating Stockholders which the
Participating Stockholders would have been entitled to sell to the prospective
purchaser(s) pursuant to Section 5.1(a) at the same price per Share and on the
same terms and conditions at which such Participating Stockholders are entitled
otherwise to sell such Shares to the prospective purchaser(s) pursuant to
Section 5.1(a), in either case simultaneously with and conditioned upon the
closing of the proposed Transfer.

          (c) The Participating Stockholders will use their best efforts to
cooperate in the proposed Transfer and will take all necessary and desirable
actions in connection with the consummation of the proposed Transfer as are
reasonably requested by the Initiating Stockholder, including, but not limited
to, entry into agreements and provision of representations, warranties and
indemnification; provided, that no Participating Stockholder shall be required
to enter into substantively different agreements or provide substantively
different representations and warranties or indemnification than the Initiating
Stockholder and each Participating Stockholder's obligations thereunder shall be
several and, other than with respect to the Participating Stockholder's
representations, warranties and indemnification relating to title to his/her/its
Shares, encumbrances on such Shares and his/her/its status and authority to
consummate the contemplated Transfer, limited to the proceeds received by such
Stockholder in connection with such proposed Transfer.

          (d) Prior to transferring its Shares pursuant to this Section 5.1, the
Initiating Stockholder shall cause the prospective purchaser(s) to agree in
writing to become a party to this Agreement.


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          (e) The provisions of this Section 5.1 shall not apply to any Public
Sale, to any Transfer in connection with a Sale of the Company or to any Exempt
Transfer.

          5.2 Drag-Along Right.

          (a) Subject to Section 5.2(b), if the Majority Onex Investors approve
a sale (other than an Exempt Transfer) of: (i) 20% or more of the outstanding
Shares or (ii) all or substantially all of the assets of the Company (each an
"APPROVED SALE"), whether by way of merger, consolidation, sale of stock or
assets, or otherwise, all Stockholders shall consent to and raise no objections
against the Approved Sale, and if the Approved Sale is structured as (A) a
merger or consolidation of the Company or a subsidiary, or a sale of all or
substantially all of the assets of the Company or a subsidiary, each Stockholder
shall waive any dissenters rights, appraisal rights or similar rights in
connection with such merger, consolidation or asset sale, or (B) a sale of 20%
or more of the outstanding Shares, each Stockholder shall agree to sell
his/her/its respective Drag-Along Percentage (as defined below) of the Shares
which are the subject of the Approved Sale, on the same terms and conditions as
applicable to the Shares being sold by the Onex Investor in such Approved Sale.
The Stockholders will use their best efforts to cooperate in the Approved Sale
and will take all necessary and desirable actions in connection with the
consummation of the Approved Sale as are reasonably requested by the Majority
Onex Investors, including, but not limited to, entry into agreements and
provision of representations, warranties and indemnification, provided, that no
Stockholder shall be required to enter into substantively different agreements
or provide substantively different representations and warranties or
indemnification than any other Stockholder and each Stockholder's obligations
thereunder shall be several and limited to the proceeds received by such
Stockholder in connection with such Approved Sale. A Stockholder's "DRAG-ALONG
PERCENTAGE" is the product obtained by multiplying (i) the total number of
Shares owned by such Stockholder at the time of the Approved Sale by (ii) the
quotient obtained by dividing (x) the total number of Shares being Transferred
in the Approved Sale by the Onex Investors by (y) the total number of Shares
owned by the Onex Investors at the time of the Approved Sale.

          (b) The obligations of the Stockholders with respect to the Approved
Sale are subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, all of the Stockholders will receive the same
form and per Share amount of consideration for their Shares as all other
Stockholders, or if any Stockholders are given an option as to the form and
amount of consideration to be received, all Stockholders must be given the same
option (except that the Approved Sale may provide for payment in securities, or
a combination of cash and securities, to all Stockholders that are accredited
investors within the meaning of Regulation D under the Securities Act and in
cash to Stockholders that are not accredited investors or may provide
Stockholders that are accredited investors with the option to receive
securities, or a combination of cash and securities, or cash while Stockholders
that are not accredited investors receive cash); and (ii) if the Approved Sale
includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex
Investor, the holders of a majority of the Shares held by the Other Investors
may request that an appraisal of the fair market value of the securities to be
sold and/or received (based on the fair market value of all of the Company's
outstanding capital stock, without regard to any control premium or liquidity or
minority discount) by the Other Investors in connection with such Approved Sale
be made by an investment banking firm of national recognition mutually agreeable
to such parties, and it shall


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be a condition to the consummation of such Approved Sale to an Onex Investor or
an Affiliate of an Onex Investor that such Person pay as consideration to the
Other Investors the fair market value as determined pursuant to such appraisal
(if such appraisal results in a valuation greater than the valuation of the
consideration proposed to be delivered in connection with such Approved Sale,
the Company shall pay the costs of such appraisal, otherwise the requesting
Stockholders shall pay such costs).

          (c) If the proposed Approved Sale involves the receipt by Stockholders
of securities for which Section 4(2) of the Securities Act of 1933 or Rule 506
(or any similar rule then in effect) promulgated by the Securities and Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), the Stockholders
will, at the request of the Majority Onex Investors, and to the extent required
to comply with Regulation D, appoint a purchaser representative (as such term is
defined in Rule 501) reasonably acceptable to the Majority Onex Investor. If any
Stockholder appoints the purchaser representative designated by the Majority
Onex Investors, the Company will pay the fees of such purchaser representative,
but if any Stockholder declines to appoint the purchaser representative
designated by the Majority Onex Investors, such holder will appoint another
purchaser representative (reasonably acceptable to the Majority Onex Investors),
and such holder will be responsible for the fees of the purchaser representative
so appointed.

          5.3 Call Rights on Former Management Holders' Shares.

          (a) If the employment of any Management Investor (a "FORMER MANAGEMENT
HOLDER") with the Company or any subsidiary of the Company shall terminate for
any reason, (the "CALL EVENT"), then the Company shall have the right to require
such Former Management Investor (or, in the case of death or permanent
disability, such Former Management Investor's executor, personal representative
or legal representative) to sell, by delivery of a written notice (the "CALL
NOTICE") to such Former Management Investor (or, in the case of death or
permanent disability, such Former Management Investor's executor, personal
representative or legal representative) within 180 days after the date of the
Call Event (the "INITIAL CALL PERIOD"), and such Former Management Investor (or,
in the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) shall be required to
sell, all of the Shares then held by such Former Management Holder (including
any Shares then held by an Affiliate of such Former Management Holder pursuant
to a Transfer under Section 4.2(a)(i)) at a price per Share equal to the Call
Price.

          (b) If at any time, a Former Management Holder acquires an interest in
additional Shares (whether through his/her participation any of the Company's
equity incentive plans or otherwise) after the expiration of the Initial Call
Period, then the Company shall have the right to require such Former Management
Investor (or, in the case of death or permanent disability, such Former
Management Investor's executor, personal representative or legal representative)
to sell, by delivery of Call Notice to such Former Management Investor (or, in
the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) within 90 days after
the date of such acquisition (a "SUBSEQUENT CALL PERIOD"), and such Former
Management Investor (or, in the case of death or permanent disability, such
Former Management Investor's executor, personal representative or legal
representative) shall be required to sell, all of the Shares then held by such
Former


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Management Holder (including any Shares then held by an Affiliate of such Former
Management Holder pursuant to a Transfer under Section 4.2(a)(i)) at a price per
Share equal to the Call Price.

          (c) The closing of any purchase of Shares by the Company pursuant to
this Section 5.3 shall take place at the principal office of the Company within
15 days after the expiration of the Call Period or Subsequent Call Period, as
applicable, as the Company shall specify to such Former Management Investor (or,
in the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) in writing. At such
closing, such Former Management Investor (or, in the case of death or permanent
disability, such Former Management Investor's executor, personal representative
or legal representative) shall deliver to the Company certificates and/or other
instruments representing, together with stock or other appropriate powers duly
endorsed with respect to, the Shares, free and clear of all liens, encumbrances
or other restrictions (other than pursuant to securities laws or this
Agreement), against payment by the Company of the purchase price for the Shares
in cash (by delivery of a certified check payable to such Former Management
Investor (or, in the case of death, such Former Management Investor's estate)).
Notwithstanding the foregoing, if the payment of all or any portion of the
purchase price is not permitted to be made at the closing by the terms any
credit agreement(s) relating to the Company's senior debt (collectively, the
"CREDIT AGREEMENT"), or the payment would cause a Default or an Event of Default
(as such terms are defined in any Credit Agreement), then that portion of the
purchase price shall instead become a subordinated obligation of the Company (a
"SUBORDINATE OBLIGATION"); the Subordinate Obligation shall not be payable
during the continuance of a Default or an Event of Default (as defined in any
Credit Agreement) or if such payment would not otherwise be permitted by any
Credit Agreement or would result in a Default or an Event of Default (as defined
under any Credit Agreement). The Subordinate Obligation shall be payable on the
earlier to occur of (i) one day after the closing date of a complete refinancing
of the Company's senior debt and (ii) receipt by the Company of the written
approval of its senior lenders to pay the principal and interest on the
obligation in full. The Subordinate Obligation shall accrue interest at the
weighted average rate applicable from time to time on the Company's senior debt.
The Company shall pre-pay the amount of any Subordinate Obligation, together
with accrued and unpaid interest, as and when it is permitted to do so without
Default (as defined) or creating an Event of Default (as defined) under any
Credit Agreement, provided, that if there is more than one Subordinate
Obligation outstanding, the Company shall make pre-payments on each Subordinate
Obligation in the proportion that the outstanding amount thereof (including
accrued and unpaid interest) bears to the aggregate outstanding Subordinate
Obligations (including accrued and unpaid interest).

          (d) If and to the extent the Company does not deliver a Call Notice
within the Call Period or Subsequent Call Period, as applicable, or if the
purchase of all Shares subject to the Call Notice does not occur at the
scheduled closing date through the fault of the Company, then the Company's
right to purchase such Shares pursuant to this Section 5.3 shall terminate.


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                                    ARTICLE 6

                                Preemptive Rights

          6.1 Grant of Preemptive Right. Subject to Section 6.6, if the Company
authorizes the issuance or sale of any Shares or securities convertible into or
exercisable for Shares (together, the "PARTICIPATION SECURITIES") to any Onex
Investor or Affiliate of Onex Investor (other than the Company or any subsidiary
of the Company), the Company shall, on the terms and conditions of this Article
6, offer to each of the Other Investors the right to purchase or subscribe for
up to an aggregate number of Participation Securities equal to the product
obtained by multiplying (i) the total number of Participation Securities to be
issued or sold by the Company, by (ii) a fraction, the numerator of which is the
aggregate number of Shares held by such Other Investor, and the denominator of
which is the aggregate number of Shares outstanding, in each case, determined as
of the date of the Preemptive Notice. For the purpose of this Article 6,
"STOCKHOLDER PARTICIPATION SECURITIES" means, with respect to any Other Investor
in connection with any proposed issuance or sale of Participation Securities,
that number of Participation Securities as to which such Other Investor is
entitled to exercise preemptive rights hereunder, calculated under the
immediately preceding sentence. However, the Company may elect not to extend
preemptive rights to any Other Investor that is not an "accredited investor"
within the meaning of Regulation D under the Securities Act or whose
participation in the offering would, in the reasonable judgment of the Company,
require registration or qualification under any federal, state or foreign
securities law and if it does so the Persons so excluded shall not be an "Other
Investor" for any purpose under this Article 6.


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          6.2 Delivery of Preemptive Notice. If the Company proposes to issue or
sell any Participation Securities in a transaction giving rise to the preemptive
rights provided for in this Article 6, subject to Section 6.4, the Company shall
send a written notice (the "PREEMPTIVE NOTICE") to each Other Investor at least
ten Business Days before the pr