SHAREHOLDERS? AGREEMENT

Exhibit 10.9

THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO §15 — 48 -10 ET SEQ. OF THE SOUTH CAROLINA CODE OF LAWS (1976), AS AMENDED .

SHAREHOLDERS’ AGREEMENT

This Shareholders’ Agreement (“Agreement”) made as of the 16th day of August, 1999 by and between Compass CS Partners LP, a Bahamian partnership (“Compass”), and those individuals owning options to purchase shares of Compass CS Inc., a Delaware corporation (the “Company”) who have executed this Agreement.

W I T N E S S E T H:

     WHEREAS, Compass is the sole shareholder of the Company;

     WHEREAS, the Company has adopted a Stock Option Plan dated August 16, 1999 (“Plan”) pursuant to which Compass has granted options to purchase shares of its common stock to Eligible Individuals (as defined in the Plan);

     WHEREAS, Compass, being the sole shareholder of the Company and those individuals who have signed this Agreement being the sole holders of options to purchase shares of Company Common Stock pursuant to the Plan, wish to enter into this Agreement to establish procedures for the transfer of the Shares (defined below);

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises hereinafter contained, the parties hereto agree as follows:

     1.  Definitions . Whenever used in this Agreement, the following terms shall have the following respective meanings:

         1.1 “Permitted Transferee” has the meaning assigned to it in Section 3.3.(a).

         1.2 “Shares” means the issued and outstanding shares of Common Stock of the Company, $.001 par value.

         1.3 “Shareholder” means any person other than Compass who owns Shares which were issued pursuant to the Plan and were not acquired in violation of this Agreement.

          Management of the Company .

         1.4 Directors .

               (a) All of the directors of the Company shall be nominated by Compass. The Shareholders hereby agree to vote their Shares so as to elect the directors so nominated.

               (b) From the date of this Agreement through August 16, 2000, Compass agrees to nominate and elect Glen Kilgore as a director of The Kilgore Group, Inc.; provided, however, that the obligation to so nominate Glen Kilgore shall terminate on the earlier of (i) the completion of a public offering of Shares (ii) the date on which Compass ceases to own at least 70% of the Shares (iii) the date on which the Company sells all or substantially all of its assets to a third party in an arms-length party transaction or (iv) the termination “for cause” of the consulting agreement of even date between Kilgore and Kilgore Group Inc.

     2.  Shares Subject to Agreement; Restrictions .

         2.1 Shares Subject to Agreement . All Shares, whether currently outstanding or hereafter issued, at any time held or owned by any Shareholder or by any successor in interest to any Shareholder shall be subject to this Agreement and to all the obligations and restrictions hereof.

               2.2 No Transfers . Except as provided in Sections 2.3, 2.4 and 2.5, no Shareholder or any successor in interest to any Shareholder shall sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned by him except in accordance with the provisions of this Agreement. Any such sale, assignment, conveyance, transfer, encumbrance or disposition of the Shares in violation of this Agreement is void ab initio .

               2.3 Transfers to Permitted Transferees .

               (a) Any Shareholder may during his life or pursuant to his will transfer his Shares to his spouse or lineal descendants or a trust for his benefit and/or for the benefit of one or more of them. Any person receiving Shares pursuant to this Section 2.3 (a) is herein referred to as a “Permitted Transferee.”

               (b) If any Shares are transferred to a Permitted Transferee, such Permitted Transferee shall take and hold such Shares, and such Shares shall be, subject to this Agreement and to the rights, obligations and restrictions provided herein, including, without limitation, the provision that such Permitted Transferee shall not thereafter transfer any such Shares pursuant to this Section 2.3 other than to a person who is a Permitted Transferee of such Shareholder. Every Permitted Transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, upon demand made at any time by Compass or any Shareholder, execute appropriate instruments to that effect.

         2.4 First Refusal Rights . If any Shareholder (“Offeree Shareholder”) shall receive a bona fide written cash offer (“Offer”) from a non-affiliated third party (“Offeror”) which he desires to accept, Compass shall have the right (“First Refusal Right”) to purchase the Shares subject to such Offer (“Offered Shares”) at the same price and on the same terms and conditions as follows:

               (a) The Offeree Shareholder shall provide notice to Compass setting forth the identity of the Offeror, the number of Shares proposed to be purchased, the proposed purchase price and all material terms and conditions of the Offer.

               (b) For a period of 30 days (“Option Period”), Compass shall have the First Refusal Right to purchase the Offered Shares. Such option shall be exercisable by a written notice to the Offeree Shareholder no later than the expiration of the Option Period.

               (c) If the First Refusal Right has not been exercised with respect to all of the Offered Shares within the Option Period, then the Offeree Shareholder shall have the right to sell all of the Offered Shares to the Offeror pursuant to the Offer within the period of 90 days following the expiration of the Option Period. If the Offered Shares are not so sold within such 90 day period, such Offered Shares shall continue to be subject to the provisions of this Agreement.

               (d) The closing of the purchase of the Offered Shares by Compass pursuant to this Section shall be held at 11:00 a.m. (New York City time) at the principal office of Compass within 30 days after the expiration of the Option Period. At the closing, the Offeree Shareholder shall deliver the certificate(s) representing the Offered Shares in accordance with, and subject to, the terms and conditions of the accepted Offer.

         2.5 Drag Along Rights .

               (a) If Compass proposes to sell more than 5% of the then outstanding Shares in a bona fide transaction to a non-affiliated third party at any time, Compass shall have the right to require each of the other Shareholders (“Drag Along Shareholders”) to sell such percentage of his Shares to the same purchaser as proposed to be sold by the Company, upon the same terms and conditions on which, and at the same time, as the Compa