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                                                                     EXHIBIT 4.3







                            APOGENT TECHNOLOGIES INC.

                                  $325,000,000

                            8% Senior Notes due 2011

                               PURCHASE AGREEMENT

                                                       March 30, 2001

CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.
 c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017

Ladies and Gentlemen:

                  Apogent Technologies Inc., a Wisconsin corporation (the
"Company"), proposes to issue and sell $325,000,000 aggregate principal amount
of its 8% Senior Notes due 2011 (the "Securities"). The Securities will be
issued pursuant to an Indenture to be dated as of April 4, 2001 (the
"Indenture") among the Company, each of the subsidiaries of the Company parties
hereto (each a "Guarantor" and together, the "Guarantors") and The Bank of New
York , as trustee (the "Trustee"). The Securities will be guaranteed on a senior
basis by guarantees (the "Guarantees", and each a "Guarantee") of each of the
Guarantors. The Company hereby confirms its agreement with JPMorgan, a division
of Chase Securities Inc. ("JPMorgan") and Banc of America Securities LLC, Banc
One Capital Markets, Inc., Credit Suisse First Boston Corporation and First
Union Securities, Inc. (together with JPMorgan, the "Initial Purchasers")
concerning the purchase of the Securities from the Company by the several
Initial Purchasers.

                  The Securities will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated March 22, 2001 (including the
documents incorporated by reference therein, the "Preliminary Offering
Memorandum") and will prepare an offering memorandum dated the date hereof
(including the documents incorporated by reference therein, the "Offering
Memorandum") setting forth information concerning the Company, each of the
Guarantors and the Securities. Copies of the Preliminary Offering Memorandum
have been, and copies of the Offering Memorandum will be, delivered by the
Company to the Initial Purchasers pursuant to the terms of this Agreement. Any
references herein to the Preliminary Offering Memorandum and the Offering
Memorandum shall be deemed to include all amendments and supplements thereto,
unless otherwise noted. The Company hereby confirms that it has authorized the
use of the



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Preliminary Offering Memorandum and the Offering Memorandum in connection with
the offering and resale of the Securities by the Initial Purchasers in
accordance with Section 2.

                  Holders of the Securities (including the Initial Purchasers
and their direct and indirect transferees) will be entitled to the benefits of
an Exchange and Registration Rights Agreement, substantially in the form
attached hereto as Annex A (the "Registration Rights Agreement"), pursuant to
which the Company will agree to file with the Securities and Exchange Commission
(the "Commission") a registration statement under the Securities Act (the
"Exchange Offer Registration Statement") registering an issue of senior notes of
the Company (the "Exchange Securities") and guarantees of each of Guarantors
which are identical in all material respects to the Securities (except that the
Exchange Securities will not contain terms with respect to transfer
restrictions) and the Guarantees and under certain circumstances, a shelf
registration statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration Statement").

                  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Memorandum.

                  1. Representations, Warranties and Agreements of the Company
and each of the Guarantors. The Company and the Guarantors jointly and severally
represent and warrant to, and agree with, the several Initial Purchasers on and
as of the date hereof and the Closing Date (as defined in Section 3) that:

                  (a) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, did not, and on the
         Closing Date the Offering Memorandum will not, contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided that the Company and each of the Guarantors
         make no representation or warranty as to information contained in or
         omitted from the Preliminary Offering Memorandum or the Offering
         Memorandum in reliance upon and in conformity with written information
         relating to the Initial Purchasers furnished to the Company or the
         Guarantors by or on behalf of any Initial Purchaser specifically for
         use therein as specified in Section 16 hereof (the "Initial Purchasers'
         Information").

                  (b) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, contains all of the
         information that, if requested by a prospective purchaser of the
         Securities and in the event that the Company ceases to be a company
         subject to or in compliance with Schedule 13 or 15(d) of the Exchange
         Act, would be required to be provided to such prospective purchaser
         pursuant to Rule 144A(d)(4) under the Securities Act.

                  (c) The documents incorporated by reference in the Preliminary
         Offering Memorandum and the Offering Memorandum (the "Exchange Act
         Reports"), when they were filed with the Commission, conformed in all
         material respects to the requirements of the Exchange Act
         and the rules and regulations of the Commission thereunder and none of
         such documents contained an untrue statement of a material fact or
         omitted to state a material fact necessary to make the statements in
         the Offering Memorandum, in light of


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         the circumstances under which they were made, not misleading, and any
         further documents so filed and incorporated by reference in the
         Preliminary Offering Memorandum and the Offering Memorandum, when such
         documents are filed with the Commission, will conform in all material
         respects to the requirements of the Exchange Act and the rules and
         regulations of the Commission thereunder and shall not contain an
         untrue statement of a material fact or omit to a state a material fact
         necessary to make the statements in the Offering Memorandum, in light
         of the circumstances under which they were made, not misleading.

                  (d) Assuming the accuracy of the representations and
         warranties of the Initial Purchasers contained in Section 2 and their
         compliance with the agreements set forth therein, it is not necessary,
         in connection with the issuance and sale of the Securities to the
         Initial Purchasers and the offer, resale and delivery of the Securities
         by the Initial Purchasers in the manner contemplated by this Agreement
         and the Offering Memorandum, to register the Securities under the
         Securities Act or to qualify the Indenture under the Trust Indenture
         Act of 1939, as amended (the "Trust Indenture Act").

                  (e) The Company and each of its subsidiaries which is a
         Guarantor or is a "significant subsidiary" within the meaning of
         Regulation S-X under the Securities Act, have been duly incorporated
         and are validly existing corporations in good standing under the laws
         of their respective jurisdictions of incorporation, are duly qualified
         to do business and are in good standing as foreign corporations in each
         jurisdiction in which their respective ownership or lease of property
         or the conduct of their respective businesses requires such
         qualification, and have all power and authority necessary to own or
         hold their respective properties and to conduct the businesses in which
         they are engaged, except where the failure to so qualify or have such
         power or authority would not, singularly or in the aggregate, have a
         material adverse effect on the condition (financial or otherwise),
         results of operations, business or prospects of the Company and its
         subsidiaries taken as a whole (a "Material Adverse Effect").

                  (f) The Company has an authorized capitalization as set forth
         in the Offering Memorandum under the heading "Capitalization"; all of
         the outstanding shares of capital stock of the Company have been duly
         and validly authorized and issued and are fully paid and
         non-assessable; and the capital stock of the Company conforms in all
         material respects to the description thereof contained in the Offering
         Memorandum. All of the outstanding shares of capital stock of each
         subsidiary of the Company have been duly and validly authorized and
         issued, are fully paid and non-assessable and are owned directly or
         indirectly by the Company, free and clear of any lien, charge,
         encumbrance, security interest, restriction upon voting or transfer or
         any other claim of any third party.

                  (g) The Company and each of the Guarantors has full right,
         power and authority to execute and deliver this Agreement, the
         Indenture (including the Guarantees set forth therein), the
         Registration Rights Agreement and the Securities (in the case of the
         Company only) (collectively, the "Transaction Documents") and to
         perform their respective obligations hereunder and thereunder; and all
         corporate or limited liability company action required to be taken for
         the due and proper authorization, execution and delivery of each of the
         Transaction Documents and the consummation of the transactions
         contemplated thereby have been duly and validly taken.

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                  (h) This Agreement has been duly authorized, executed and
         delivered by the Company and each of the Guarantors and constitutes a
         valid and legally binding agreement of the Company and each of the
         Guarantors, except rights to indemnification and contribution may be
         limited by public policy considerations or law.

                  (i) The Registration Rights Agreement has been duly authorized
         by the Company and each of the Guarantors and, when duly executed and
         delivered in accordance with its terms by each of the parties thereto,
         will constitute a valid and legally binding agreement of the Company
         and each of the Guarantors enforceable against the Company and each of
         the Guarantors in accordance with its terms, except to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law) and except that rights to indemnification and contribution may
         be limited by public policy considerations or law.

                  (j) The Indenture has been duly authorized by the Company and
         each of the Guarantors and, when duly executed and delivered in
         accordance with its terms by each of the parties thereto, will
         constitute a valid and legally binding agreement of the Company and
         each of the Guarantors enforceable against the Company and each of the
         Guarantors in accordance with its terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law). On
         the Closing Date, the Indenture will conform in all material respects
         to the requirements of the Trust Indenture Act and the rules and
         regulations of the Commission applicable to an indenture which is
         qualified thereunder.

                  (k) The Securities have been duly authorized by the Company
         and, when duly executed, authenticated, issued and delivered as
         provided in the Indenture (assuming the Indenture is the valid and
         legally binding obligation of the Trustee and due authentication of the
         Securities by the Trustee) and paid for as provided herein, will be
         duly and validly issued and outstanding and will constitute valid and
         legally binding obligations of the Company, as issuer, and each of the
         Guarantors, as guarantors entitled to the benefits of the Indenture and
         enforceable against the Company, as issuer, and each of the Guarantors,
         as guarantors in accordance with their terms, except to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law).

                  (l) Each of the guarantors that guarantee the Company's bank
         credit facility as of the Closing Date is a Guarantor of the
         Securities. The Guarantees have been duly authorized by each of the
         Guarantors and, when the Securities have been duly executed,
         authenticated, issued and delivered as provided in the Indenture and
         paid for as provided herein (assuming due authorization, execution and
         delivery of the Indenture by the Trustee and due authentication of the
         Securities by the Trustee), will constitute valid and legally binding
         obligations of each of the Guarantors enforceable against the
         Guarantors


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         in accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and to general equitable
         principles (whether considered in a proceeding in equity or at law).

                  (m) The Exchange Securities have been duly authorized by the
         Company and the related guarantees have been duly authorized by each of
         the Guarantors and, when duly executed, authenticated, issued and
         delivered as provided in the Indenture and the Registration Rights
         Agreement (assuming the Indenture is the valid and legally binding
         obligation of the Trustee) will constitute a valid and legally binding
         obligation of the Company, as issuer, and each of the Guarantors, as
         guarantors, enforceable against the Company, as issuer, and each of the
         Guarantors, as guarantors, in accordance with its terms, except to the
         extent that such enforceability may be limited by applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws affecting creditors' rights generally
         and by general equitable principles (whether considered in a proceeding
         in equity or at law).

                  (n) Each Transaction Document conforms in all material
         respects to the description thereof contained in the Offering
         Memorandum.

                  (o) The execution, delivery and performance by the Company and
         each of the Guarantors of each of the Transaction Documents to which it
         is a party, the issuance, authentication, sale and delivery of the
         Securities and compliance by the Company and each of the Guarantors
         with the terms thereof and the consummation of the transactions
         contemplated by the Transaction Documents will not conflict with or
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any of its subsidiaries pursuant to, any material indenture,
         mortgage, deed of trust, loan agreement or other material agreement or
         instrument to which the Company or any of its subsidiaries is a party
         or by which the Company or any of its subsidiaries is bound or to which
         any of the property or assets of the Company or any of its subsidiaries
         is subject, nor will such actions result in any violation of the
         provisions of the charter or by-laws (or any other comparable
         organizational documents) of the Company or any of its subsidiaries or
         any statute or any judgment, order, decree, rule or regulation of any
         court or arbitrator or governmental agency or body having jurisdiction
         over the Company or any of its subsidiaries or any of their properties
         or assets; and no consent, approval, authorization or order of, or
         filing or registration with, any such court or arbitrator or
         governmental agency or body under any such statute, judgment, order,
         decree, rule or regulation is required for the execution, delivery and
         performance by the Company and each of the Guarantors of each of the
         Transaction Documents to which each is a party, the issuance,
         authentication, sale and delivery of the Securities and compliance by
         the Company and each of the Guarantors with the terms thereof and the
         consummation of the transactions contemplated by the Transaction
         Documents, except for such consents, approvals, authorizations,
         filings, registrations or qualifications which shall have been obtained
         or made prior to the Closing Date and as may be required to be obtained
         or made under the Securities Act and applicable state securities laws
         as provided in the Registration Rights Agreement.

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                  (p) KPMG LLP are independent certified public accountants with
         respect to the Company and its subsidiaries (i) as required by the
         Securities Act and the rules and regulations of the Commission
         thereunder and (ii) within the meaning of Rule 101 of the Code of
         Professional Conduct of the American Institute of Certified Public
         Accountants ("AICPA") and its interpretations and rulings thereunder.
         The historical financial statements (including the related notes)
         contained or incorporated by reference in the Offering Memorandum
         comply as to form in all material respects with the applicable
         requirements under the Securities Act and the Exchange Act (except that
         certain supporting schedules are omitted); such financial statements
         have been prepared in accordance with generally accepted accounting
         principles consistently applied throughout the periods covered thereby
         and fairly present the financial position of the entities purported to
         be covered thereby at the respective dates indicated and the results of
         their operations and their cash flows for the respective periods
         indicated; and the financial information contained or incorporated by
         reference in the Offering Memorandum is derived from the accounting
         records of the Company and its subsidiaries and fairly present the
         information purported to be shown thereby. The other historical
         financial and statistical information and data included in the Offering
         Memorandum are, in all material respects, fairly presented.

                  (q) There are no legal or governmental proceedings pending to
         which the Company or any of its subsidiaries is a party or of which any
         property or assets of the Company or any of its subsidiaries is the
         subject which, singularly or in the aggregate, if determined adversely
         to the Company or any of its subsidiaries, could reasonably be expected
         to have a Material Adverse Effect, and to the best knowledge of the
         Company or the Guarantors, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others.

                  (r) No action has been taken and no statute, rule, regulation
         or order has been enacted, adopted or issued by any governmental agency
         or body which prevents the issuance of the Securities or suspends the
         sale of the Securities in any jurisdiction; no injunction, restraining
         order or order of any nature by any federal or state court of competent
         jurisdiction has been issued with respect to the Company or any of its
         subsidiaries which would prevent or suspend the issuance or sale of the
         Securities, the issuance of the Guarantees or the use of the
         Preliminary Offering Memorandum or the Offering Memorandum in any
         jurisdiction; no action, suit or proceeding is pending against or, to
         the best knowledge of the Company, threatened against or affecting the
         Company or any of its subsidiaries before any court or arbitrator or
         any governmental agency, body or official, domestic or foreign, which
         could reasonably be expected to interfere with or adversely affect the
         issuance of the Securities or in any manner draw into question the
         validity or enforceability of any of the Transaction Documents or any
         action taken or to be taken pursuant thereto; and the Company has
         complied with any and all requests by any securities authority in any
         jurisdiction for additional information to be included in the
         Preliminary Offering Memorandum and the Offering Memorandum.

                  (s) Neither the Company nor any of its subsidiaries is (i) in
         violation of its charter or by-laws (or other comparable organizational
         documents), (ii) in default in any material respect, and no event has
         occurred which, with notice or lapse of time or both, would constitute
         such a default, in the due performance or observance of any term,


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         covenant or condition contained in any material indenture, mortgage,
         deed of trust, loan agreement or other material agreement or instrument
         to which it is a party or by which it is bound or to which any of its
         property or assets is subject or (iii) in violation in any material
         respect of any law, ordinance, governmental rule, regulation or court
         decree to which it or its property or assets may be subject, except in
         the case of (ii) and (iii) for such defaults or violations which would
         not, either individually or in the aggregate, have a Material Adverse
         Effect.

                  (t) The Company and each of its subsidiaries possess all
         material licenses, certificates, authorizations and permits issued by,
         and have made all declarations and filings with, the appropriate
         federal, state or foreign regulatory agencies or bodies which are
         necessary or desirable for the ownership of their respective properties
         or the conduct of their respective businesses as described in the
         Offering Memorandum, except where the failure to possess or make the
         same would not, singularly or in the aggregate, have a Material Adverse
         Effect, and neither the Company nor any of its subsidiaries has
         received notification of any revocation or modification of any such
         license, certificate, authorization or permit or has any reason to
         believe that any such license, certificate, authorization or permit
         will not be renewed in the ordinary course.

                  (u) The Company and each of its subsidiaries have filed all
         federal, state, local and foreign income and franchise tax returns
         required to be filed through the date hereof and have paid all taxes
         due thereon, and no tax deficiency has been determined adversely to the
         Company or any of its subsidiaries which has had (nor does the Company
         or any of its subsidiaries have any knowledge of any tax deficiency
         which, if determined adversely to the Company or any of its
         subsidiaries, could reasonably be expected to have) a Material Adverse
         Effect.

                  (v) Neither the Company nor any of the Guarantors is an
         "investment company" or a company "controlled by" an investment company
         within the meaning of the Investment Company Act of 1940, as amended
         (the "Investment Company Act"), and the rules and regulations of the
         Commission thereunder.

                  (w) The Company and each of its subsidiaries owns or possesses
         adequate rights to use all material patents, patent applications,
         trademarks, service marks, trade names, trademark registrations,
         service mark registrations, copyrights, licenses and know-how
         (including trade secrets and other unpatented and/or unpatentable
         proprietary or confidential information, systems or procedures)
         necessary for the conduct of their respective businesses; and the
         conduct of their respective businesses will not conflict in any
         material respect with, and the Company and its subsidiaries have not
         received any notice of any claim of conflict with any such rights of
         others which could have a Material Adverse Effect.

                  (x) The Company and each of its subsidiaries has good and
         marketable title in fee simple to, or have valid rights to lease or
         otherwise use, all items of real and personal property which are
         material to the business of the Company and its subsidiaries, in each
         case free and clear of all liens, encumbrances, claims and defects and
         imperfections of title except such as do not materially interfere with
         the use made and proposed to be

<PAGE>   8
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         made of such property by the Company and its subsidiaries or could not
         reasonably be expected to have a Material Adverse Effect.

                  (y) No material labor disturbance by or dispute with the
         employees of the Company or any of its subsidiaries exists or, to the
         best knowledge of the Company is contemplated or threatened.

                  (z) There has been no storage, generation, transportation,
         handling, treatment, disposal, discharge, emission or other release of
         any kind of toxic or other wastes or other hazardous substances by, due
         to or caused by the Company or any of its subsidiaries (or, to the best
         knowledge of the Company or the Guarantors, any other entity (including
         any predecessor) for whose acts or omissions the Company or any of its
         subsidiaries is or could reasonably be expected to be liable) upon any
         of the property now or previously owned or leased by the Company or any
         of its subsidiaries, or upon any other property, in violation of any
         statute or any ordinance, rule, regulation, order, judgment, decree or
         permit or which would, under any statute or any ordinance, rule
         (including rule of common law), regulation, order, judgment, decree or
         permit, give rise to any liability, except for any violation or
         liability that could not reasonably be expected to have, singularly or
         in the aggregate with all such violations and liabilities, a Material
         Adverse Effect; and there has been no disposal, discharge, emission or
         other release of any kind onto such property or into the environment
         surrounding such property of any toxic or other wastes or other
         hazardous substances with respect to which the Company or any of its
         subsidiaries has any knowledge, except for any such disposal,
         discharge, emission or other release of any kind which could not
         reasonably be expected to have, singularly or in the aggregate with all
         such discharges and other releases, a Material Adverse Effect.

                  (aa) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Securities Act.

                  (bb) None of the Company, any of its affiliates or any person
         acting on its or their behalf has engaged or will engage in any
         directed selling efforts (as such term is defined in Regulation S under
         the Securities Act ("Regulation S")), and all such persons have
         complied and will comply with the offering restrictions requirement of
         Regulation S to the extent applicable.

                  (cc) Neither the Company nor any of its affiliates has,
         directly or through any agent, sold, offered for sale, solicited offers
         to buy or otherwise negotiated in respect of, any security (as such
         term is defined in the Securities Act), which is or will be integrated
         with the sale of the Securities in a manner that would require
         registration of the Securities under the Securities Act.

                  (dd) None of the Company or any of its affiliates or any other
         person acting on its or their behalf has engaged, in connection with
         the offering of the Securities, in any form of general solicitation or
         general advertising within the meaning of Rule 502(c) under the
         Securities Act.


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                  (ee) Neither the Company nor any of its affiliates has taken
         and will not take, directly or indirectly, any action prohibited by
         Regulation M under the Exchange Act in connection with the offering of
         the Securities.

                  (ff) No forward-looking statement (within the meaning of
         Section 27A of the Securities Act and Section 21E of the Exchange Act)
         contained in the Preliminary Offering Memorandum or the Offering
         Memorandum has been made or reaffirmed without a reasonable basis or
         has been disclosed other than in good faith.

                  (gg) Since the date as of which information is given in the
         Offering Memorandum (exclusive of amendments or supplements after the
         date hereof), except as otherwise stated therein, (i) there has been no
         material adverse change or any development involving a prospective
         material adverse change in the condition, financial or otherwise, or in
         the earnings, business affairs, management or business prospects of the
         Company and its subsidiaries (including the Guarantors), whether or not
         arising in the ordinary course of business, (ii) none of the Company or
         any of its subsidiaries has incurred any material liability or
         obligation, direct or contingent, other than in the ordinary course of
         business, (iii) none of the Company or any of its subsidiaries has
         entered into any material transaction other than in the ordinary course
         of business and (iv) there has not been any change in the capital stock
         or long-term debt of the Company or any of its subsidiaries, or any
         dividend or distribution of any kind declared, paid or made by the
         Company or any of its subsidiaries on any class of its capital stock,
         or any redemption in respect thereof, except that capital stock may
         have changed due to the exercise of stock options in the ordinary
         course of business.

                  2. Purchase and Resale of the Securities. (a) On the basis of
         the representations, warranties and agreements contained herein, and
         subject to the terms and conditions set forth herein, the Company
         agrees to issue and sell to each of the Initial Purchasers, severally
         and not jointly, and each of the Initial Purchasers, severally and not
         jointly, agrees to purchase from the Company, the principal amount of
         Securities set forth opposite the name of such Initial Purchaser on
         Schedule 1 hereto at a purchase price equal to 98.898% of the principal
         amount thereof. The Company shall not be obligated to deliver any of
         the Securities except upon payment for all of the Securities to be
         purchased as provided herein.

                  (b) The Initial Purchasers have advised the Company that they
         propose to offer the Securities for resale upon the terms and subject
         to the conditions set forth herein and in the Offering Memorandum. Each
         Initial Purchaser, severally and not jointly, represents, warrants to
         and agrees with the Company that (i) it is purchasing the Securities
         pursuant to a private sale exempt from registration under the
         Securities Act, (ii) it has not solicited offers for, or offered or
         sold, and will not solicit offers for, or offer or sell, the Securities
         by means of any form of general solicitation or general advertising
         within the meaning of Rule 502(c) of Regulation D under the Securities
         Act ("Regulation D") or in any manner involving a public offering
         within the meaning of Section 4(2) of the Securities Act and (iii) it
         has solicited and will solicit offers for the Securities only from, and
         has offered or sold and will offer, sell or deliver the Securities, as
         part of their initial offering, only (A) within the United States to
         persons whom it reasonably believes to be qualified institutional
         buyers ("Qualified Institutional Buyers"), as defined in Rule 144A
         under the Securities Act ("Rule 144A"), or if any such person is buying
         for one or more institutional accounts for which such person is acting
         as fiduciary or agent, only


<PAGE>   10
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         when such person has represented to it that each such account is a
         Qualified Institutional Buyer to whom notice has been given that such
         sale or delivery is being made in reliance on Rule 144A and, in each
         case, in transactions in accordance with Rule 144A and (B) outside the
         United States to persons other than U.S. persons in reliance on
         Regulation S under the Securities Act ("Regulation S").

                  (c) In connection with the offer and sale of Securities in
         reliance on Regulation S, each Initial Purchaser, severally and not
         jointly, represents, warrants and agrees that:

                  (i) the Securities have not been registered under the
         Securities Act and may not be offered or sold within the United States
         or to, or for the account or benefit of, U.S. persons except pursuant
         to an exemption from, or in transactions not subject to, the
         registration requirements of the Securities Act.

                  (ii) such Initial Purchaser has offered and sold the
         Securities, and will offer and sell the Securities, (A) as part of its
         distribution at any time and (B) otherwise until 40 days after the
         later of the commencement of the offering of the Securities and the
         Closing Date, only in accordance with Regulation S or Rule 144A or any
         other available exemption from registration under the Securities Act.

                  (iii) none of such Initial Purchaser or any of its affiliates
         or any other person acting on its or their behalf has engaged or will
         engage in any directed selling efforts (as such term is defined in
         Regulation S) with respect to the Securities, and all such persons have
         complied and will comply with the offering restrictions requirement of
         Regulation S.

                  (iv) at or prior to the confirmation of sale of any Securities
         sold in reliance on Regulation S, it will have sent to each
         distributor, dealer or other person receiving a selling concession, fee
         or other remuneration that purchases Securities from it during the
         restricted period a confirmation or notice to substantially the
         following effect:

                           "The Securities covered hereby have not been
                           registered under the U.S. Securities Act of 1933, as
                           amended (the "Securities Act"), and may not be
                           offered or sold within the United States or to, or
                           for the account or benefit of U.S. persons (i) as
                           part of their distribution at any time or (ii)
                           otherwise until 40 days after the later of the
                           commencement of the offering of the Securities and
                           the date of original issuance of the Securities,
                           except in accordance with Regulation S or Rule 144A
                           or any other available exemption from registration
                           under the Securities Act. Terms used above have the
                           meanings given to them by Regulation S."

                  (v) it has not and will not enter into any contractual
         arrangement with any distributor with respect to the distribution of
         the Securities, except with its affiliates or with the prior written
         consent of the Company.

Terms used in this Section 2(c) have the meanings given to them by Regulation S.


<PAGE>   11

                                                                              11



                  (d) Each Initial Purchaser, severally and not jointly,
represents, warrants and agrees that (i) it has not offered or sold and prior to
the date six months after the Closing Date will not offer or sell any Securities
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 and the Public Offers
of Securities Regulations 1995 with respect to anything done by it in relation
to the Securities in, from or otherwise involving the United Kingdom; and (iii)
it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issue of the
Securities to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom such document may otherwise lawfully be issued or passed
on.

                  (e) Each Initial Purchaser, severally and not jointly, agrees
that, prior to or simultaneously with the confirmation of sale by such Initial
Purchaser to any purchaser of any of the Securities purchased by such Initial
Purchaser from the Company pursuant hereto, such Initial Purchaser shall furnish
to that purchaser a copy of the Offering Memorandum (and any amendment or
supplement thereto that the Company shall have furnished to such Initial
Purchaser prior to the date of such confirmation of sale where required by
applicable law). In addition to the foregoing, each Initial Purchaser
acknowledges and agrees that the Company and, for purposes of the opinions to be
delivered to the Initial Purchasers pursuant to Section 5(d), (e), (f), (g) and
(h), counsel for the Company and for the Initial Purchasers, respectively, may
rely upon the accuracy of the representations and warranties of the Initial
Purchasers and their compliance with their agreements contained in this Section
2, and each Initial Purchaser hereby consents to such reliance.

                  (f) The Company acknowledges and agrees that the Initial
Purchasers may sell Securities to any affiliate of an Initial Purchaser and that
any such affiliate may sell Securities purchased by it to an Initial Purchaser.

                  3. Delivery of and Payment for the Securities. (a) Delivery of
and payment for the Securities shall be made at the offices of Simpson Thacher &
Bartlett, New York, New York, or at such other place as shall be agreed upon by
the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on
April 4, 2001, or at such other time or date, not later than seven full business
days thereafter, as shall be agreed upon by the Initial Purchasers and the
Company (such date and time of payment and delivery being referred to herein as
the "Closing Date").

                  (b) On the Closing Date, payment of the purchase price for the
Securities shall be made to the Company by wire or book-entry transfer of
same-day funds to such account or accounts as the Company shall specify prior to
the Closing Date or by such other means as the parties hereto shall agree prior
to the Closing Date against delivery to the Initial Purchasers of the
certificates evidencing the Securities. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligations of the Initial Purchasers hereunder. Upon delivery,
the Securities shall be in global form, registered in such names and in such
denominations as JPMorgan on behalf of the Initial Purchasers shall

<PAGE>   12



                                                                              12




have requested in writing not less than two full business days prior to the
Closing Date. The Company agrees to make one or more global certificates
evidencing the Securities available for inspection by JPMorgan on behalf of the
Initial Purchasers in New York, New York at least 24 hours prior to the Closing
Date.

                  4. Further Agreements of the Company and each of the
Guarantors. Each of the Company and each of the Guarantors agrees with each of
the several Initial Purchasers:

                  (a) to advise the Initial Purchasers promptly and, if
         requested, confirm such advice in writing, of the happening of any
         event which makes any statement of a material fact made in the Offering
         Memorandum untrue or which requires the making of any additions to or
         changes in the Offering Memorandum (as amended or supplemented from
         time to time) in order to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; to advise
         the Initial Purchasers promptly of any order preventing or suspending
         the use of the Preliminary Offering Memorandum or the Offering
         Memorandum, of any suspension of the qualification of the Securities
         for offering or sale in any jurisdiction and of the initiation or
         threatening of any proceeding for any such purpose; and to use its best
         efforts to prevent the issuance of any such order preventing or
         suspending the use of the Preliminary Offering Memorandum or the
         Offering Memorandum or suspending any such qualification and, if any
         such suspension is issued, to obtain the lifting thereof at the
         earliest possible time;

                  (b) to furnish promptly to each of the Initial Purchasers and
         counsel for the Initial Purchasers, without charge, as many copies of
         the Preliminary Offering Memorandum and the Offering Memorandum (and
         any amendments or supplements thereto) as may be reasonably requested;

                  (c) prior to making any amendment or supplement to the
         Offering Memorandum, to furnish a copy thereof to each of the Initial
         Purchasers and counsel for the Initial Purchasers and not to effect any
         such amendment or supplement to which the Initial Purchasers shall
         reasonably object by notice to the Company after a reasonable period to
         review;

                  (d) if, at any time prior to completion of the resale of the
         Securities by the Initial Purchasers, any event shall occur or
         condition exist as a result of which it is necessary, in the opinion of
         counsel for the Initial Purchasers or counsel for the Company, to amend
         or supplement the Offering Memorandum in order that the Offering
         Memorandum will not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances existing at the time it is
         delivered to a purchaser, not misleading, or if it is necessary to
         amend or supplement the Offering Memorandum to comply with applicable
         law, to promptly prepare such amendment or supplement as may be
         necessary to correct such untrue statement or omission or so that the
         Offering Memorandum, as so amended or supplemented, will comply with
         applicable law;

                  (e) for so long as the Securities are outstanding and are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Securities Act, to furnish to holders of the Securities and prospective
         purchasers of the Securities designated by such holders, upon


<PAGE>   13
                                                                              13

         request of such holders or such prospective purchasers, the information
         required to be delivered pursuant to Rule 144A(d)(4) under the
         Securities Act, unless the Company is then subject to and in compliance
         with Section 13 or 15(d) of the Exchange Act (the foregoing agreement
         being for the benefit of the holders from time to time of the
         Securities and prospective purchasers of the Securities designated by
         such holders);

                  (f) for so long as the Securities are outstanding, to furnish
         to the Initial Purchasers copies of any annual reports, quarterly
         reports and current reports filed by the Company with the Commission on
         Forms 10-K, 10-Q and 8-K, or such other similar forms as may be
         designated by the Commission, and such other documents, reports and
         information as shall be furnished by the Company to the Trustee or to
         the holders of the Securities pursuant to the Indenture or the Exchange
         Act or any rule or regulation of the Commission thereunder;

                  (g) to promptly take from time to time such actions as the
         Initial Purchasers may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Initial Purchasers may designate and to continue
         such qualifications in effect for so long as required for the resale of
         the Securities; and to arrange for the determination of the eligibility
         for investment of the Securities under the laws of such jurisdictions
         as the Initial Purchasers may reasonably request; provided that the
         Company and its subsidiaries shall not be obligated to qualify as
         foreign corporations or limited liability companies in any jurisdiction
         in which they are not so qualified or to file a general consent to
         service of process in any jurisdiction;

                  (h) to assist the Initial Purchasers in arranging for the
         Securities to be eligible for clearance and settlement through The
         Depositary Trust Company ("DTC");

                  (i) not to, and to cause its affiliates not to, sell, offer
         for sale or solicit offers to buy or otherwise negotiate in respect of
         any security (as such term is defined in the Securities Act) which
         could be integrated with the sale of the Securities in a manner which
         would require registration of the Securities under the Securities Act;

                  (j) except following the effectiveness of the Exchange Offer
         Registration Statement or the Shelf Registration Statement, as the case
         may be, not to, and to cause its affiliates not to, and not to
         authorize or knowingly permit any person acting on their behalf to,
         solicit any offer to buy or offer to sell the Securities by means of
         any form of general solicitation or general advertising within the
         meaning of Regulation D or in any manner involving a public offering
         within the meaning of Section 4(2) of the Securities Act; and not to
         offer, sell, contract to sell or otherwise dispose of, directly or
         indirectly, any securities under circumstances where such offer, sale,
         contract or disposition would cause the exemption afforded by Section
         4(2) of the Securities Act to cease to be applicable to the offering
         and sale of the Securities as contemplated by this Agreement and the
         Offering Memorandum;

                  (k) until the Closing Date, not to offer for sale, sell,
         contract to sell or otherwise dispose of, directly or indirectly, or
         file a registration statement for, or announce any offer, sale,
         contract for sale of or other disposition of any debt securities


<PAGE>   14
                                                                              14



         issued or guaranteed by the Company or any of its subsidiaries (other
         than the Securities) without the prior written consent of the Initial
         Purchasers;

                  (l) during the period from the Closing Date until two years
         after the Closing Date, without the prior written consent of the
         Initial Purchasers, not to, and not permit any of its affiliates (as
         defined in Rule 144 under the Securities Act) to, resell any of the
         Securities that have been reacquired by them, except for Securities
         purchased by the Company or any of its affiliates and resold in a
         transaction registered under the Securities Act;

                  (m) in connection with the offering of the Securities, until
         JPMorgan on behalf of the Initial Purchasers shall have notified the
         Company of the completion of the resale of the Securities, not to, and
         to cause its affiliated purchasers (as defined in Regulation M under
         the Exchange Act) not to, either alone or with one or more other
         persons, bid for or purchase, for any account in which it or any of its
         affiliated purchasers has a beneficial interest, any Securities, or
         attempt to induce any person to purchase any Securities; and not to,
         and to cause its affiliated purchasers not to, make bids or purchase
         for the purpose of creating actual, or apparent active trading in or of
         raising the price of the Securities; and

                  (n) to apply the net proceeds from the sale of the Securities
         as set forth in the Offering Memorandum under the heading "Use of
         Proceeds".

                  5. Conditions of Initial Purchasers' Obligations. The
respective obligations of the several Initial Purchasers hereunder are subject
to the accuracy, on and as of the date hereof and the Closing Date, of the
representations and warranties of the Company contained herein, to the accuracy
of the statements of the Company and its officers made in any certificates
delivered pursuant hereto, to the performance by the Company of its obligations
hereunder, and to each of the following additional terms and conditions:

                  (a) The Offering Memorandum (and any amendments or supplements
         thereto) shall have been printed and copies distributed to the Initial
         Purchasers as promptly as practicable on or following the date of this
         Agreement or at such other date and time as to which the Initial
         Purchasers may agree; and no stop order suspending the sale of the
         Securities in any jurisdiction shall have been issued and no
         proceedings for the purpose shall have been commenced or shall be
         pending or threatened.

                  (b) None of the Initial Purchasers shall have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Offering Memorandum or any amendment or supplement thereto contains an
         untrue statement of a fact which, in the opinion of counsel for the
         Initial Purchasers, is material or omits to state any fact which, in
         the opinion of such counsel is material and is required to be stated
         therein or is necessary to make the statements therein not misleading.

                  (c) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of each of the Transaction
         Documents and the Offering Memorandum, and all other legal matters
         relating to the Transaction Documents and the transactions contemplated
         thereby, shall be satisfactory in all material respects to the


<PAGE>   15
                                                                              15



         Initial Purchasers, and the Company and each of the Guarantors shall
         have furnished to the Initial Purchasers all documents and information
         that they or their counsel may reasonably request to enable them to
         pass upon such matters.

                  (d) Quarles & Brady LLP shall have furnished to the Initial
         Purchasers their written opinion, as counsel to the Company and each of
         the Guarantors, addressed to the Initial Purchasers and dated the
         Closing Date, in form and substance reasonably satisfactory to the
         Initial Purchasers, substantially to the effect set forth in Annex B
         hereto.

                  (e) The Initial Purchasers shall have received from Simpson
         Thacher & Bartlett, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date, with respect to such matters as the
         Initial Purchasers may reasonably require, and the Company shall have
         furnished to such counsel such documents and information as they
         request for the purpose of enabling them to pass upon such matters.

                  (f) The Company shall have furnished to the Initial Purchasers
         a letter (the "Initial Letter") of KPMG LLP, addressed to the Initial
         Purchasers and dated the date hereof, substantially to the effect set
         forth in Annex C hereto.

                  (g) The Company shall have furnished to the Initial Purchasers
         a letter (the "Bring-Down Letter") of KPMG LLP, addressed to the
         Initial Purchasers and dated the Closing Date (A) confirming that they
         are independent public accountants with respect to the Company and its
         subsidiaries within the meaning of Rule 101 of the Code of Professional
         Conduct of the AICPA and its interpretations and rulings thereunder,
         (B) stating, as of the date of the Bring-Down Letter (or, with respect
         to matters involving changes or developments since the respective dates
         as of which specified financial information is given in the Offering
         Memorandum, as of a date not more than three business days prior to the
         date of the Bring-Down Letter), that the conclusions and findings of
         such accountants with respect to the financial information and other
         matters covered by the Initial Letter are accurate and (C) confirming
         in all material respects the conclusions and findings set forth in the
         Initial Letter.

                  (h) The Company shall have furnished to the Initial Purchasers
         a certificate, dated the Closing Date, of its chief executive officer
         and its chief financial officer stating that (A) such officers have
         carefully examined the Offering Memorandum, (B) in their opinion, the
         Offering Memorandum, as of its date, did not include any untrue
         statement of a material fact and did not omit to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, and since the date of the Offering
         Memorandum, no event has occurred which should have been set forth in a
         supplement or amendment to the Offering Memorandum so that the Offering
         Memorandum (as so amended or supplemented) would not include any untrue
         statement of a material fact and would not omit to state a material
         fact required to be stated therein or necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading and (C) as of the Closing Date, the
         representations and warranties of the Company and the each of the
         Guarantors, as applicable, in this Agreement are true and correct in
         all material respects, the Company and the each of the Guarantors, as

<PAGE>   16
                                                                              16



         applicable, have complied with all agreements and satisfied all
         conditions on its part to be performed or satisfied hereunder on or
         prior to the Closing Date, and subsequent to the date of the most
         recent financial statements contained or incorporated by reference in
         the Offering Memorandum (exclusive of amendments or supplements after
         the date hereof), there has been no material adverse change in the
         financial position or results of operation of the Company or any of its
         subsidiaries, or any change, or any development including a prospective
         change, in or affecting the condition (financial or otherwise), results
         of operations, business or prospects of the Company and its
         subsidiaries taken as a whole, except as set forth in the Offering
         Memorandum (exclusive of amendments or supplements after the date
         hereof).

                  (i) The Initial Purchasers shall have received a counterpart
         of the Registration Rights Agreement which shall have been executed and
         delivered by a duly authorized officer of the Company and each of the
         Guarantors.

                  (j) The Indenture shall have been duly executed and delivered
         by the Company, each of the Guarantors and the Trustee, and the
         Securities shall have been duly executed and delivered by the Company
         and duly authenticated by the Trustee.

                  (k) If any event shall have occurred that requires the
         preparation of an amendment or supplement to the Offering Memorandum
         under Section 4(d), such amendment or supplement shall have been
         prepared, the Initial Purchasers shall have been given a reasonable
         opportunity to comment thereon, and copies thereof shall have been
         delivered to the Initial Purchasers reasonably in advance of the
         Closing Date.

                  (l) There shall not have occurred any invalidation of Rule
         144A under the Securities Act by any court or any withdrawal or
         proposed withdrawal of any rule or regulation under the Securities Act
         or the Exchange Act by the Commission or any amendment or proposed
         amendment thereof by the Commission which in the judgment of the
         Initial Purchasers would materially impair the ability of the Initial
         Purchasers to purchase, hold or effect resales of the Securities
         contemplated hereby.

                  (m) Subsequent to the execution and delivery of this Agreement
         or, if earlier, the dates as of which information is given in the
         Offering Memorandum (exclusive of any amendment or supplement thereto),
         there shall not have been any change in the capital stock or long-term
         debt or any change, or any development involving a prospective change,
         in or affecting the condition (financial or otherwise), results of
         operations, business or prospects of the Company and its subsidiaries
         taken as a whole, the effect of which, in any such case described
         above, is, in the judgment of the Initial Purchasers, so material and
         adverse as to make it impracticable or inadvisable to proceed with the
         sale or delivery of the Securities on the terms and in the manner
         contemplated by this Agreement and the Offering Memorandum (exclusive
         of any amendment or supplement thereto).

                  (n) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of

<PAGE>   17
                                                                              17



         competent jurisdiction shall have been issued as of the Closing Date
         which would prevent the issuance or sale of the Securities.

                  (o) Subsequent to the execution and delivery of this Agreement
         no downgrading shall have occurred in the rating accorded the
         Securities or any of the Company's other debt securities or preferred
         stock by a "nationally recognized statistical rating organization", as
         such term is defined by the Commission for purposes of Rule 436(g)(2)
         of the rules and regulations of the Commission under the Securities Act
         and no such organization shall have publicly announced that it has
         under surveillance or review (other than an announcement with positive
         implications of a possible upgrading), its rating of the Securities or
         any of the Company's other debt securities or preferred stock.

                  (p) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading in
         securities generally on the New York Stock Exchange, the American Stock
         Exchange or the over-the-counter market shall have been suspended or
         limited, or minimum prices shall have been established on any such
         exchange or market by the Commission, by any such exchange or by any
         other regulatory body or governmental authority having jurisdiction, or
         trading in any securities of the Company on any exchange or in the
         over-the-counter market shall have been suspended or (ii) any
         moratorium on commercial banking activities shall have been declared by
         federal or New York state authorities or (iii) an outbreak or
         escalation of hostilities or a declaration by the United States of a
         national emergency or war or (iv) a material adverse change in general
         economic, political or financial conditions (or the effect of
         international conditions on the financial markets in the United States
         shall be such) the effect of which, in the case of this clause (iv),
         is, in the judgment of the Initial Purchasers, so material and adverse
         as to make it impracticable or inadvisable to proceed with the sale or
         the delivery of the Securities on the terms and in the manner
         contemplated by this Agreement and in the Offering Memorandum
         (exclusive of any amendment or supplement thereto).

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to Simpson Thacher & Bartlett.

                  6. Termination. The obligations of the Initial Purchasers
hereunder may be terminated by the Initial Purchasers, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Securities if, prior to that time, any of the events
described in Section 5(l), (m), (n), (o) or (p) shall have occurred and be
continuing.

                  7. Defaulting Initial Purchasers. (a) If, on the Closing Date,
any Initial Purchaser defaults in the performance of its obligations under this
Agreement, the non-defaulting Initial Purchasers may make arrangements for the
purchase of the Securities which such defaulting Initial Purchaser agreed but
failed to purchase by other persons satisfactory to the Company and the
non-defaulting Initial Purchasers, but if no such arrangements are made within
36 hours after such default, this Agreement shall terminate without liability on
the part of the non-defaulting Initial Purchasers, the Company, or the
Guarantors, except that the Company and the Guarantors will continue to be
liable for the payment of expenses to the extent set forth in Sections 8 and 12
and except that the provisions of Sections 9 and 10 shall not terminate and


<PAGE>   18
                                                                              18




shall remain in effect. As used in this Agreement, the term "Initial Purchasers"
includes, for all purposes of this Agreement unless the context otherwise
requires, any party not listed in Schedule 5 hereto that, pursuant to this
Section 7, purchases Securities which a defaulting Initial Purchaser agreed but
failed to purchase.

                  (b) Nothing contained herein shall relieve a defaulting
Initial Purchaser of any liability it may have to the Company, the Guarantors or
any non-defaulting Initial Purchaser for damages caused by its default. If other
persons are obligated or agree to purchase the Securities of a defaulting
Initial Purchaser, any of the non-defaulting Initial Purchasers or the Company
may postpone the Closing Date for up to seven full business days in order to
effect any changes that in the opinion of counsel for the Company or counsel for
the Initial Purchasers may be necessary in the Offering Memorandum or in any
other document or arrangement, and the Company agrees to promptly prepare any
amendment or supplement to the Offering Memorandum that effects any such
changes.

                  8. Reimbursement of Initial Purchasers' Expenses. If (a) this
Agreement shall have been terminated pursuant to Section 6 or 7, (b) the Company
shall fail to tender the Securities for delivery to the Initial Purchasers for
any reason permitted under this Agreement or (c) the Initial Purchasers shall
decline to purchase the Securities for any reason permitted under this
Agreement, the Company and the each of the Guarantors shall reimburse the
Initial Purchasers for such out-of-pocket expenses (including reasonable fees
and disbursements of counsel) as shall have been reasonably incurred by the
Initial Purchasers in connection with this Agreement and the proposed purchase
and resale of the Securities. If this Agreement is terminated pursuant to
Section 7 by reason of the default of one or more of the Initial Purchasers,
neither the Company nor the Guarantors shall be obligated to reimburse any
defaulting Initial Purchaser on account of such expenses.

                  9. Indemnification. (a) The Company and each of the Guarantors
shall jointly and severally indemnify and hold harmless each Initial Purchaser,
its affiliates, their respective officers, directors, employees, representatives
and agents, and each person, if any, who controls any Initial Purchaser within
the meaning of the Securities Act or the Exchange Act (collectively referred to
for purposes of this Section 9(a) and Section 10 as an Initial Purchaser), from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, without limitation, any loss, claim,
damage, liability or action relating to purchases and sales of the Securities),
to which that Initial Purchaser may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Preliminary Offering Memorandum or the Offering Memorandum or in any
amendment or supplement thereto or in any information provided by the Company or
any Guarantor pursuant to Section 4(e) or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Initial Purchaser
promptly upon demand for any legal or other expenses reasonably incurred by that
Initial Purchaser in connection with investigating or defending or preparing to
defend against or appearing as a third party witness in connection with any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company and each of the Guarantors shall not be
liable in any such case to the

<PAGE>   19
                                                                              19




extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with any Initial Purchasers' Information; and provided, further, that with
respect to any such untrue statement in or omission from the Preliminary
Offering Memorandum, the indemnity agreement contained in this Section 9(a)
shall not inure to the benefit of any such Initial Purchaser to the extent that
the sale to the person asserting any such loss, claim, damage, liability or
action was an initial resale by such Initial Purchaser and any such loss, claim,
damage, liability or action of or with respect to such Initial Purchaser results
from the fact that both (A) to the extent required by applicable law, a copy of
the Offering Memorandum was not sent or given to such person at or prior to the
written confirmation of the sale of such Securities to such person and (B) the
untrue statement in or omission from the Preliminary Offering Memorandum was
corrected in the Offering Memorandum unless, in either case, such failure to
deliver the Offering Memorandum was a result of non-compliance by the Company
with Section 4(b).

                  (b) Each Initial Purchaser, severally and not jointly, shall
indemnify and hold harmless the Company, each Guarantor and their respective
affiliates, their respective officers, directors, employees, representatives and
agents, and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 9(b) and Section 10 as the Company), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in the Preliminary
Offering Memorandum or the Offering Memorandum or in any amendment or supplement
thereto or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Initial Purchasers' Information, and shall
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending or preparing to defend
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 9(a) or 9(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 9 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and, provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 9. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to


<PAGE>   20
                                                                              20





the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 9 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party,
(2) the indemnified party has reasonably concluded (based upon advice of counsel
to the indemnified party) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists
(based upon advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm of attorneys (in addition to any local counsel) at any one time
for all such indemnified party or parties. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 9(a) and 9(b), shall
use all reasonable efforts to cooperate with the indemnifying party in the
defense of any such action or claim. No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceedings.

                  The obligations of the Company, each of the Guarantors and the
Initial Purchasers in this Section 9 and in Section 10 are in addition to any
other liability that the Company, each of the Guarantors or the Initial
Purchasers, as the case may be, may otherwise have, including in respect of any
breaches of representations, warranties and agreements made herein by any such
party.

                  10. Contribution. If the indemnification provided for in
Section 9 is unavailable or insufficient to hold harmless an indemnified party
under Section 9(a) or 9(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or


<PAGE>   21
                                                                              21



liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company and each of
the Guarantors on the one hand and the Initial Purchasers on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and each of the Guarantors on the one
hand and the Initial Purchasers on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the each of the Guarantors on the
one hand and the Initial Purchasers on the other with respect to such offering
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Securities purchased under this Agreement (before deducting
expenses) received by or on behalf of the Company and each of the Guarantors, on
the one hand, and the total discounts and commissions received by the Initial
Purchasers with respect to the Securities purchased under this Agreement, on the
other, bear to the total gross proceeds from the sale of the Securities under
this Agreement. 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 the
Company and each of the Guarantors or information supplied by the Company and
each of the Guarantors on the one hand or to any Initial Purchasers' Information
on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omissions. The Company, each of the Guarantors and the Initial Purchasers agree
that it would not be just and equitable if contributions pursuant to this
Section 10 were to be determined by pro rata allocation (even if the Initial
Purchasers were treated as one entity for such purpose) or by any other method
of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 10 shall be deemed to include, for purposes of
this Section 10, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to
defend any such action or claim. Notwithstanding the provisions of this Section
10, no Initial Purchaser shall be required to contribute any amount in excess of
the amount by which the total discounts and commissions received by such Initial
Purchaser with respect to the Securities purchased by it under this Agreement
exceeds the amount of any damages which such Initial Purchaser has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. 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. The Initial Purchasers' obligations to contribute
as provided in this Section 10 are several in proportion to their respective
purchase obligations and not joint.


<PAGE>   22
                                                                              22




                  11. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Initial Purchasers, the
Company, each of the Guarantors and their respective successors. This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except as provided in Sections 9 and 10 with respect to affiliates,
officers, directors, employees, representatives, agents and controlling persons
of the Company, each of the Guarantors and the Initial Purchasers and in Section
4(e) with respect to holders and prospective purchasers of the Securities.
Nothing in this Agreement is intended or shall be construed to give any person,
other than the persons referred to in this Section 11, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.

                  12. Expenses. The Company and each of the Guarantors agrees,
jointly and severally, with the Initial Purchasers to pay (a) the costs incident
to the authorization, issuance, sale, preparation and delivery of the Securities
and any taxes payable in that connection; (b) the costs incident to the
preparation, printing and distribution of the Preliminary Offering Memorandum,
the Offering Memorandum and any amendments or supplements thereto; (c) the costs
of reproducing and distributing each of the Transaction Documents; (d) the costs
incident to the preparation, printing and delivery of the certificates
evidencing the Securities, including stamp duties and transfer taxes, if any,
payable upon issuance of the Securities; (e) the fees and expenses of the
Company's and the Guarantors' counsel and independent accountants; (f) the fees
and expenses of qualifying the Securities under the securities laws of the
several jurisdictions as provided in Section 4(g) and of preparing, printing and
distributing Blue Sky Memoranda (including related fees and expenses of counsel
for the Initial Purchasers); (g) any fees charged by rating agencies for rating
the Securities; (h) the fees and expenses of the Trustee and any paying agent
(including related fees and expenses of any counsel to such parties); (i) all
expenses and application fees incurred in connection with the approval of the
Securities for book-entry transfer by DTC; and (j) all other costs and expenses
incident to the performance of the obligations of the Company and the Guarantors
under this Agreement which are not otherwise specifically provided for in this
Section 12; provided, however, that except as provided in this Section 12 and
Section 8, the Initial Purchasers shall pay their own costs and expenses.

                  13. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company, each of
the Guarantors and the Initial Purchasers contained in this Agreement or made by
or on behalf of the Company, each of the Guarantors or the Initial Purchasers
pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any of them or any of
their respective affiliates, officers, directors, employees, representatives,
agents or controlling persons.

                  14. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:


                  (a) if to the Initial Purchasers, shall be delivered or sent
         by mail or telecopy transmission to JPMorgan, a division of Chase
         Securities Inc., 60 Wall Street, New York, 5th Floor, New York 10260,
         Attention: Maria Sramek (telecopier no.: (212) 648-5151); or


<PAGE>   23
                                                                              23




                  (b) (i) if to the Company or the Guarantors, shall be
         delivered or sent by mail or telecopy transmission to the address of
         the Company set forth in the Offering Memorandum, Attention: General
         Counsel (telecopier no.: (603) 436-3719);

                  (ii) with a copy to Quarles & Brady LLP, 411 E. Wisconsin
         Avenue, Milwaukee, Wisconsin 53202, Attention: Joseph D. Masterson,
         Esq. (telecopier no. (414) 271-3552);

provided that any notice to an Initial Purchaser pursuant to Section 9(c) shall
also be delivered or sent by mail to such Initial Purchaser at its address set
forth on the signature page hereof. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Initial Purchasers by JPMorgan.

                  15. Definition of Terms. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange, Inc.
is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.

                  16. Initial Purchasers' Information. The parties hereto
acknowledge and agree that, for all purposes of this Agreement, the Initial
Purchasers' Information consists solely of the following information in the
Preliminary Offering Memorandum and the Offering Memorandum: (i) the first
paragraph on the front cover page concerning the terms of the offering by the
Initial Purchasers; and (ii) the statements concerning the Initial Purchasers
contained in (A) the third paragraph, (B) the third sentence of the fifth
paragraph, (C) the seventh paragraph, (D) the third and fourth sentence of the
tenth paragraph, (E) the eleventh paragraph, (F) the twelfth paragraph and (G)
the thirteenth paragraph under the heading "Plan of Distribution".

                  17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  18. Counterparts. This Agreement may be executed in one or
more counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed agreement, counterparts
shall each be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.

                  19. Amendments. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

                  20. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.






<PAGE>   24






                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company, the Guarantors
and the several Initial Purchasers in accordance with its terms.

                                              Very truly yours,

                                              APOGENT TECHNOLOGIES INC.


                                              By ____________________________
                                                   Name:
                                                   Title:



<PAGE>   25



                                            ALEXON-TREND, INC.
                                            APOGENT FINANCE COMPANY
                                            APPLIED BIOTECH, INC.
                                            BARNSTEAD THERMOLYNE
                                               CORPORATION
                                            BIOROBOTICS INC.
                                            CHASE SCIENTIFIC GLASS, INC.
                                            CONSOLIDATED TECHNOLOGIES, INC.
                                            ERIE SCIENTIFIC COMPANY
                                            ERIE SCIENTIFIC COMPANY OF PUERTO
                                               RICO
                                            ERIE UK HOLDING COMPANY
                                            EVER READY THERMOMETER CO., INC.
                                            GENEVAC INC.
                                            LAB-LINE INSTRUMENTS, INC.
                                            LAB VISION CORPORATION
                                            MATRIX TECHNOLOGIES CORPORATION
                                            MICROGENICS CORPORATION
                                            MOLECULAR BIOPRODUCTS, INC.
                                            NALGE NUNC INTERNATIONAL
                                               CORPORATION
                                            NATIONAL SCIENTIFIC COMPANY
                                            THE NAUGATUCK GLASS COMPANY
                                            NERL DIAGNOSTICS CORPORATION
                                            OWL SEPARATION SYSTEMS, INC.
                                            REMEL INC.
                                            RICHARD-ALLAN SCIENTIFIC COMPANY
                                            ROBBINS SCIENTIFIC CORPORATION
                                            SAMCO SCIENTIFIC CORPORATION
                                            SYBRON TRANSITION CORP.
                                            VACUUM PROCESS TECHNOLOGY, INC.


                                            By ____________________________
                                                 Name:
                                                 Title:




<PAGE>   26



Accepted:

CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FIRST UNION SECURITIES, INC.




By _____________________________
     Authorized Signatory


Address for notices pursuant to Section 9(c):
1 Chase Manhattan Plaza, 26th floor
New York, New York 10081
Attention:  Legal Department



<PAGE>   27



                                                                      SCHEDULE 1

                               INITIAL PURCHASERS


<TABLE>
<CAPTION>
                                                                 Principal
                                                                  Amount
Initial Purchasers                                            of Securities
------------------                                            -------------
<S>                                                         <C>

Chase Securities Inc.                                        $  162,500,000
Banc of America Securities LLC                               $   48,750,000
Banc One Capital Markets, Inc.                               $   48,750,000
Credit Suisse First Boston Corporation                       $   32,500,000
First Union Securities, Inc.                                 $   32,500,000
                                                                 ----------
     Total                                                   $  325,000,000

</TABLE>









<PAGE>   28




                                                                         ANNEX A


              [Form of Exchange and Registration Rights Agreement]









<PAGE>   29




                                                                         ANNEX B


                     Form of Opinion of Quarles & Brady LLP


                  Quarles & Brady LLP shall have furnished to the Initial
Purchasers their written opinion, as counsel to the Company, addressed to the
Initial Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers, substantially to the effect set forth
below:

                  (i)   each of the Company and the Guarantors is validly
         existing as a corporation in good standing under the laws of their
         respective jurisdictions of incorporation, is duly qualified to do
         business and is in good standing as a foreign corporation in each
         jurisdiction in which its ownership or lease of property or the conduct
         of its respective businesses requires such qualification, and has all
         corporate power and authority necessary to own or hold its respective
         properties and to conduct the businesses in which it is engaged (except
         where the failure to so qualify or have such power or authority would
         not, singularly or in the aggregate, have a Material Adverse Effect);

                  (ii)  the Company has an authorized capitalization as set
         forth in the Offering Memorandum;

                  (iii) the descriptions in the Offering Memorandum of statutes,
         legal and governmental proceedings and contracts and other documents
         are accurate in all material respects; the statements in the Offering
         Memorandum under the heading "Certain United States Federal Income Tax
         Considerations", to the extent that they constitute summaries of
         matters of law or regulation or legal conclusions, have been reviewed
         by such counsel and fairly summarize the matters described therein in
         all material respects; and such counsel does not have actual knowledge
         of any current or pending legal or governmental actions, suits or
         proceedings which would be required to be described in the Offering
         Memorandum if the Offering Memorandum were a prospectus included in a
         registration statement on Form S-1 which are not described as so
         required;

                  (iv)  the Indenture conforms in all material respects with the
         requirements of the Trust Indenture Act and the rules and regulations
         of the Commission applicable to an indenture which is qualified
         thereunder;

                  (v)   the Company and each of the Guarantors has full right,
         power and authority to execute and deliver each of the Transaction
         Documents and to perform their respective obligations thereunder, and
         all corporate action required to be taken for the due and proper
         authorization, execution and delivery of each of the Transaction
         Documents and the consummation of the transactions contemplated thereby
         by the Company and each of the Guarantors have been duly and validly
         taken;

                  (vi)  each of the Purchase Agreement and the Registration
         Rights Agreement has been duly authorized, executed and delivered by
         the Company and each of the Guarantors and, assuming the Purchase
         Agreement and Registration Rights Agreement are valid and legally
         binding obligations of the Initial Purchasers, constitutes a valid and

<PAGE>   30

                                                                               2



         legally binding agreement of the Company and each of the Guarantors
         enforceable against the Company and each of the Guarantors in
         accordance with its terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law) and
         except to the extent that the indemnification provisions thereof may be
         unenforceable;

                  (vii)  the Indenture has been duly authorized, executed and
         delivered by the Company and each of the Guarantors and, assuming that
         the Indenture is the valid and legally binding obligation of the
         Trustee, constitutes a valid and legally binding agreement of the
         Company and each of the Guarantors enforceable against the Company and
         each of the Guarantors in accordance with its terms, except to the
         extent that such enforceability may be limited by applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws affecting creditors' rights generally
         and by general equitable principles (whether considered in a proceeding
         in equity or at law);

                  (viii) the Securities have been duly authorized and issued by
         the Company and, when duly executed, authenticated, issued and
         delivered as provided in the Indenture and paid for as provided herein
         (assuming the Indenture is the valid and legally binding obligation of
         the Trustee and the due authentication of the Securities by the
         Trustee) and will be duly and validly issued and outstanding and will
         constitute valid and legally binding obligations of the Company
         entitled to the benefits of the Indenture and enforceable against the
         Company in accordance with their terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law);

                  (ix)   the Guarantees have been duly authorized by each of the
         Guarantors and, when the Securities have been duly executed,
         authenticated, issued and delivered as provided in the Indenture and
         paid for as provided herein (assuming the Indenture is the valid and
         legally binding obligation of the Trustee and the due authentication of
         the Securities by the Trustee), will constitute valid and legally
         binding obligations of such Guarantors enforceable against such
         Guarantors in accordance with their terms, except to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law);

                  (x)    the Exchange Securities have been duly authorized by
         the Company and each of the Guarantors and, when duly executed,
         authenticated, issued and delivered as provided in the Indenture and
         the Registration Rights Agreement (assuming the Indenture is the valid
         and legally binding obligation of the Trustee and the authentication of
         the Exchange Securities by the Trustee) will constitute valid and
         legally binding obligations of the Company, as issuer, and each of the
         Guarantors, as guarantors enforceable against the Company and each of
         the Guarantors, as guarantors, in accordance with its terms, except to
         the extent that such enforceability may be limited by applicable
         bankruptcy,


<PAGE>   31
                                                                               3



         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law);

                  (xi)   each Transaction Document conforms in all material
         respects to the description thereof contained in the Offering
         Memorandum;

                  (xii)  the execution, delivery and performance by the Company
         and each of the Guarantors of each of the Transaction Documents, the
         issuance, authentication, sale and delivery of the Securities and
         compliance by the Company and each of the Guarantors with the terms
         thereof and the consummation of the transactions contemplated by the
         Transaction Documents will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, or result in the creation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to, any material indenture, mortgage, deed of
         trust, loan agreement or other material agreement or instrument to
         which the Company or any of its subsidiaries is a party or by which the
         Company or any of its subsidiaries is bound or to which any of the
         property or assets of the Company or any of its subsidiaries is
         subject, nor will such actions result in any violation of the
         provisions of the charter or by-laws (or other comparable
         organizational documents) of the Company or any of its subsidiaries or
         any statute or any judgment, order, decree, rule or regulation of any
         court or arbitrator or governmental agency or body having jurisdiction
         over the Company or any of its subsidiaries or any of their properties
         or assets; and no consent, approval, authorization or order of, or
         filing or registration with, any such court or arbitrator or
         governmental agency or body under any such statute, judgment, order,
         decree, rule or regulation is required for the execution, delivery and
         performance by the Company and each of the Guarantors of each of the
         Transaction Documents, the issuance, authentication, sale and delivery
         of the Securities and compliance by the Company and each of the
         Guarantors with the terms thereof and the consummation of the
         transactions contemplated by the Transaction Documents, except for such
         consents, approvals, authorizations, filings, registrations or
         qualifications (i) which have been obtained or made prior to the
         Closing Date and (ii) as may be required to be obtained or made under
         the Securities Act and applicable state securities laws as provided in
         the Registration Rights Agreement;

                  (xiii) to the best knowledge of such counsel, there are no
         pending actions or suits or judicial, arbitral, rule-making,
         administrative or other proceedings to which the Company or any of its
         subsidiaries is a party or of which any property or assets of the
         Company or any of its subsidiaries is the subject which (A) singularly
         or in the aggregate, if determined adversely to the Company or any of
         its subsidiaries, could reasonably be expected to have a Material
         Adverse Effect or (B) questions the validity or enforceability of any
         of the Transaction Documents or any action taken or to be taken
         pursuant thereto; and to the best knowledge of such counsel, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

                  (xiv)  neither the Company nor any of the Guarantors is an
         "investment company" or a company "controlled by" an investment company
         within the meaning of the Investment Company Act and the rules and
         regulations of the Commission


<PAGE>   32
                                                                               4


         thereunder, without taking account of any exemption under the
         Investment Company Act arising out of the number of holders of the
         Company's securities; and

                  (xv) assuming the accuracy of the representations, warranties
         and agreements of the Company and each of the Guarantors and of the
         Initial Purchasers contained in the Purchase Agreement, no registration
         of the Securities and the Guarantees under the Securities Act or
         qualification of the Indenture under the Trust Indenture Act is
         required in connection with the issuance and sale of the Securities by
         the Company and the Guarantees by the Guarantors and the offer, resale
         and delivery of the Securities by the Initial Purchasers in the manner
         contemplated by the Purchase Agreement and the Offering.

                  Such counsel shall also state that they have participated in
conferences with representatives of the Company and the Guarantors,
representatives of their independent accountants and counsel and representatives
of the Initial Purchasers and their counsel at which conferences the contents of
the Preliminary Offering Memorandum and the Offering Memorandum and any
amendment and supplement thereto and related matters were discussed and,
although such counsel assumes no responsibility for the accuracy, completeness
or fairness of the Offering Memorandum or any amendment or supplement thereto
(except as expressly provided above), nothing has come to the attention of such
counsel to cause such counsel to believe that the Offering Memorandum or any
amendment or supplement thereto (other than the financial statements and other
financial and statistical information contained therein, as to which such
counsel need express no belief), as of the date thereof and as of the Closing
Date, contained or contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

                  In rendering such opinion, such counsel may rely as to matters
of fact, to the extent such counsel deems proper, on certificates of responsible
officers of the Company and public officials which are furnished to the Initial
Purchasers.



<PAGE>   33

                                                                               5

                                                                         ANNEX C


                            [Form of Initial Letter]


                  The Company and the Guarantors shall have furnished to the
Initial Purchasers a letter of KPMG LLP, addressed to the Initial Purchasers and
dated the date of delivery thereof in form and substance satisfactory to the
Initial Purchasers, substantially to the effect set forth below:

                  (i)   they are independent certified public accountants with
         respect to the Company and the Guarantors as required by the Securities
         Act and the Rules and Regulation and are in compliance with the
         applicable requirements relating to the qualification of accountants
         under Rule 2-01 of Regulation S-X of the Commission;

                  (ii)  in their opinion, the audited financial statements
         included or incorporated by reference in the Offering Memorandum and
         reported on by them comply in form in all material respects with the
         accounting requirements of the Securities Act, the Exchange Act and the
         related published rules and regulations of the Commission thereunder
         (except that certain supporting schedules are omitted);

                  (iii) based upon a reading of the latest unaudited financial
         statements made available by the Company and the Guarantors (December
         31, 2000), the procedures of the AICPA for a review of interim
         financial information as described in Statement of Auditing Standards
         No. 71, reading of minutes and inquiries of certain officials of the
         Company and the Guarantors who have responsibility for financial and
         accounting matters and certain other limited procedures requested by
         the Initial Purchasers and described in detail in such letter, nothing
         has come to their attention that causes them to believe that (A) any
         unaudited financial statements included or incorporated by reference in
         the Offering Memorandum do not comply as to form in all material
         respects with applicable accounting requirements or (B) any material
         modifications should be made to the unaudited financial statements
         included or incorporated by reference in the Offering Memorandum for
         them to be in conformity with generally accepted accounting principles
         applied on a basis substantially consistent with that of the audited
         financial statements included or incorporated by reference in the
         Offering Memorandum;

                  (iv)  based upon the procedures detailed in such letter with
         respect to the period from January 1, 2001 to February 28, 2001,
         including reading of the unaudited incomplete financial statements
         (which are incomplete in that they omit the statement of cash flows and
         other disclosures) and minutes and inquiries of certain officials of
         the Company and the Guarantors who have responsibility for financial
         and accounting matters, nothing has come to their attention that causes
         them to believe that (A) at February 28, 2001, there was any change in
         the capital stock, increase in long term debt or decrease in
         consolidated net current assets or stockholders' equity of the
         consolidated companies as compared with amounts shown in the December
         31, 2000 unaudited balance sheet included in the Offering Memorandum,
         or (B) for such period, there were any decreases, as compared to the
         corresponding period in the preceding year, in


<PAGE>   34

                                                                               6

         consolidated net sales from continuing operations or consolidated net
         income from continuing operations.

                  (v)  Company officials have advised them that no consolidated
         financial statements as of any date or for any period subsequent to
         February 28, 2001 are available; accordingly, the procedures carried
         out by them with respect to changes in financial statement items after
         February 28, 2001 have, of necessity, been even more limited than those
         with respect to the periods referred to in clauses (iii) and (iv). They
         have taken procedures detailed in such letter with respect to the
         period from March 1, 2001 to March 23, 2001, including reading of
         minutes and inquiries of certain officials of the Company and the
         Guarantors who have responsibility for financial and accounting
         matters. Based on such procedures, nothing has come to their attention
         that causes them to believe that at March 23, 2001, there was any
         change in capital stock or increase in long-term debt as compared with
         the amounts shown in the December 31, 2000 unaudited balance sheet
         included in the Offering Memorandum, except in all instances for
         changes, increases or decreases that the Offering Memorandum discloses
         have occurred, except that capital stock may have changed due to
         exercises of employee stock options in the ordinary course; and

                  (vi) they have performed certain other specified procedures as
         a result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Company and the Guarantors) set forth
         or incorporated by reference in the Offering Memorandum agrees with the
         accounting records of the Company and the Guarantors, excluding any
         questions of legal interpretation.