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                                                                 Exhibit 1.1

                                 SPINCYCLE, INC.

                           144,990 UNITS CONSISTING OF
               $144,990,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY
                     12 3/4% SENIOR DISCOUNT NOTES DUE 2005
                                       AND
           144,990 WARRANTS TO PURCHASE 26,661 SHARES OF COMMON STOCK

                               PURCHASE AGREEMENT

                                                                  April 24, 1998


CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, N.Y. 10010-3629

Ladies and Gentlemen:

                  1. Introductory. SpinCycle, Inc., a Delaware corporation (the
"Company") proposes, subject to the terms and conditions stated herein, to issue
and sell to you (the "Initial Purchaser") 144,990 Units (the "Units") each
consisting of $1000 principal amount at maturity 12 3/4% Senior Discount Notes
due 2005 (the "Notes") and one Warrant (the "Warrants") to purchase .1839 shares
of common stock, par value $.01 per share (the "Warrant Shares" and, together
with the Warrants, the Notes and the Units, the "Offered Securities"). The Notes
are to be issued under an indenture, dated as of April 29, 1998 (the
"Indenture"), between the Company and Norwest Bank Minnesota, N.A., as Trustee.
The Warrants are to be issued under a warrant agreement to be dated as of April
29, 1998 (the "Warrant Agreement") between the Company and Norwest Bank
Minnesota, N.A., as Warrant Agent (the "Warrant Agent"). The holders of Notes,
including the Initial Purchaser, will be entitled to the benefits of a
Registration Rights Agreement (the "Registration Rights Agreement") dated as of
April 29, 1998 between the Company and the Initial Purchaser. The holders of
Warrants and Warrant Shares, including the Initial Purchaser, will be entitled
to the benefits of the registration rights with respect thereto under the
Warrant Agreement. This agreement (the "Agreement" or the "Purchase Agreement"),
the Indenture, the Warrant Agreement and the Registration Rights Agreement are
referred to collectively as the " Operative Documents."

                  The Company hereby agrees with the Initial Purchaser as
follows:

                  2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Initial Purchaser that as of
the date hereof:

                  (a) A preliminary offering circular and an offering circular
         relating to the Offered Securities have been prepared by the Company.
         Such preliminary offering circular and offering circular, as
         supplemented as of the date of this Agreement, are hereinafter
         collectively referred to as the "Offering Document". On the date of
         this Agreement, the Offering Document does not include any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The
         information required to be delivered to holders and prospective
         purchasers of the Offered Securities pursuant to Section 10.09 of the
         Indenture in accordance with Rule 144A(d)(4) under the Securities Act
         (the "Additional Issuer Information") will not include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circum-
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         stances under which they were made, not misleading. The preceding two
         sentences do not apply to statements in or omissions from the Offering
         Document based upon written information furnished to the Company by the
         Initial Purchaser specifically for use therein, it being understood and
         agreed that the only such information is that described as such in
         Section 7(b) hereof.

                  (b) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Delaware,
         with power and authority (corporate and other) to own its properties
         and conduct its business as described in the Offering Document; the
         Company is duly qualified to do business as a foreign corporation in
         good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to be so qualified could not be
         expected, singly or in the aggregate, to have a material adverse effect
         on the Company; and the Company has no subsidiaries.

                  (c) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Indenture. The Indenture meets the requirements for qualification under
         the Trust Indenture Act of 1939, as amended (the "TIA"). The Indenture
         and the Notes to be issued thereunder have been duly authorized by the
         Company; when the Notes are issued and authenticated in accordance with
         the terms of the Indenture and delivered and paid for pursuant to this
         Agreement on the Closing Date, the Indenture will have been duly
         executed and delivered and such Notes will have been duly executed,
         authenticated, issued and delivered and the Indenture and such Notes
         will constitute valid and legally binding obligations of the Company,
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

                  (d) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Warrant Agreement; the Warrant Agreement, the Warrants and the Warrant
         Shares have been duly authorized by the Company; when the Warrants are
         issued and countersigned in accordance with the terms of the Warrant
         Agreement and delivered and paid for pursuant to this Agreement on the
         Closing Date, the Warrant Agreement will have been duly executed and
         delivered and such Warrants will have been duly executed,
         authenticated, issued and delivered and the Warrant Agreement and the
         Warrants will constitute the valid and legally binding obligations of
         the Company enforceable in accordance with their terms.

                  (e) When issued in accordance with the terms and conditions
         contained in the Warrant Agreement upon exercise of the Warrants, the
         Warrant Shares will be duly authorized, validly issued, fully paid and
         nonassessable and will not be subject to any preemptive or similar
         rights. The Warrant Shares have been duly reserved for issuance in
         accordance with the terms of the Warrants and the Warrant Agreement and
         conform in all material respects to the description thereof in the
         Offering Document.

                  (f) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Registration Rights Agreement. The Registration Rights Agreement has
         been duly authorized by the Company, and when executed and delivered by
         the Company on the Closing Date (as defined below), will have been duly
         executed and delivered and will constitute a valid and legally binding
         obligation of the Company, enforceable in accordance with its terms,
         except as rights of indemnity or contribution, or both, may be limited
         by state and federal securities laws or

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         public policy underlying such laws, and subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

                  (g) Except as disclosed in the Offering Document, there are no
         contracts, agreements or understandings between the Company and any
         person that would give rise to a valid claim against the Company or the
         Initial Purchaser for a brokerage commission, finder's fee or other
         like payment in connection with the issuance, purchase and sale of the
         Offered Securities.

                  (h) No consent, approval, authorization, or order of, or
         filing with, any governmental agency or body or any court or any third
         party is required for the consummation of the transactions contemplated
         by this Agreement in connection with the issuance and sale of the
         Offered Securities by the Company, except (i) such as may be required
         under state securities and Blue Sky laws and regulations or (ii) where
         the failure to obtain such consents could not, individually or in the
         aggregate, have a material adverse effect on the Company.

                  (i) The execution, delivery and performance of the Operative
         Documents and the issuance and sale of the Offered Securities and
         compliance with the terms and provisions thereof will not result in a
         breach or violation of any of the terms and provisions of, or
         constitute a default under, any statute, rule, regulation or order of
         any governmental agency or body or any court, domestic or foreign,
         having jurisdiction over the Company or any of its properties, or any
         agreement or instrument to which the Company is a party or by which the
         Company is bound or to which any of the properties of the Company is
         subject, or the charter or bylaws of the Company, and the Company has
         full power and authority to authorize, issue and sell the Offered
         Securities as contemplated by this Agreement, except for such
         violations, breaches and defaults as could not, individually or in the
         aggregate, have a material adverse effect on the Company.

                  (j) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement and to consummate the transactions contemplated hereby. This
         Agreement has been duly authorized, executed and delivered by the
         Company and constitutes a valid and legally binding obligation of the
         Company enforceable in accordance with its terms, except as rights of
         indemnity or contribution or both may be limited by state and federal
         securities laws or public policy underlying such laws and subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

                  (k) Except as disclosed in the Offering Document, the Company
         has good and marketable title to all real properties and all other
         properties and assets owned by it and necessary to the operation of its
         business, in each case free from liens, encumbrances and defects that
         would materially affect the value thereof or materially interfere with
         the use made or to be made thereof by it; and except as disclosed in
         the Offering Document, the Company holds any leased real or personal
         property under valid and enforceable leases with no exceptions that
         would materially interfere with the use made or to be made thereof by
         it.

                  (l) Except as disclosed in the Offering Document, the Company
         possesses adequate certificates, licenses, authorities, permits, or
         other rights issued by appropriate governmental agencies or bodies
         necessary to conduct the business now operated by it except where the
         failure to have such

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         certificates, licenses, authorities, permits or other rights could not
         be expected, singly or in the aggregate, to have a material adverse
         effect on the Company. The Company has not received any notice of
         proceedings relating to the revocation or modification of any such
         certificate, license, authority, permit or right that, if determined
         adversely to the Company, could be expected, individually or in the
         aggregate, to have a material adverse effect on the Company.

                  (m) Except as described in the Offering Document, no labor
         dispute with the employees of the Company exists or is imminent that
         could be expected, individually or in the aggregate, to have a material
         adverse effect on the Company.

                  (n) The Company owns, possesses or can acquire on reasonable
         terms adequate trademarks, trade names and other rights to inventions,
         know-how, patents, copyrights, confidential information and other
         intellectual property (collectively, "intellectual property rights")
         necessary to conduct the business now operated by it, or presently
         employed by it with such exceptions as do not individually or in the
         aggregate have a material adverse effect on the Company, and (except as
         disclosed in the Offering Document) the Company has not received any
         notice of infringement of or conflict with asserted rights of others
         with respect to any intellectual property rights that is reasonably
         likely individually or in the aggregate to have a material adverse
         effect on the Company.

                  (o) Except as disclosed in the Offering Document, the Company
         is not in violation of any statute, rule, regulation, decision or order
         of any governmental agency or body or any court, domestic or foreign,
         relating to the use, disposal or release of hazardous or toxic
         substances or relating to the protection or restoration of the
         environment or human exposure to hazardous or toxic substances
         (collectively, "environmental laws"); the Company does not own or
         operate any real property that, is contaminated with any substance that
         is subject to any environmental laws, and is not liable for any
         off-site disposal or contamination pursuant to any environmental laws,
         or subject to any claim relating to any environmental laws, which
         violation, contamination, liability or claim would individually or in
         the aggregate could reasonably be expected to have a material adverse
         effect on the Company; and the Company is not aware of any pending
         investigation which might lead to such a claim.

                  (p) Except as disclosed in the Offering Document, there are no
         pending actions, suits or proceedings against or affecting the Company
         or any of its properties that, if determined adversely to the Company,
         would individually or in the aggregate, have a material adverse effect
         on the condition (financial or other), business, properties or results
         of operations of the Company, or would materially and adversely affect
         the ability of the Company to perform its obligations under the
         Indenture, the Warrant Agreement or this Agreement, or which are
         otherwise material in the context of the sale of the Offered
         Securities; and no such actions, suits or proceedings are threatened
         or, to the Company's knowledge, contemplated.

                  (q) The financial statements of the Company and the related
         notes thereto included in the Offering Document present fairly the
         financial position of the Company as of the dates shown and the results
         of operations and cash flows for the periods shown, and, except as
         otherwise disclosed in the Offering Document, such financial statements
         have been prepared in conformity with the generally accepted accounting
         principles in the United States. The summary and selected financial and
         statistical data included in the Offering Document present fairly in
         all material respects the information shown therein and have been
         prepared and applied on a basis consistent with the audited financial
         statements included therein, except as otherwise stated therein, and
         comply as to form in all material

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         respects with the applicable accounting requirements of the Securities
         Act of 1933 (the "Securities Act") and the rules and regulations
         thereunder.

                 (r) Except as disclosed in the Offering Document, since the
         date of the latest audited financial statements included in the
         Offering Document there has been no material adverse change, nor any
         development or event involving a prospective material adverse change,
         in the condition (financial or other), business, properties or results
         of operations of the Company, and, except as disclosed in or
         contemplated by the Offering Document, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (s) Price Waterhouse LLP is an independent public accounting
         firm as would be required by the Securities Act and the rules and
         regulations thereunder with respect to a registration statement
         covering the Offered Securities.

                  (t) Each of the Indenture, the Notes, the Registration Rights
         Agreement, the Warrant Agreement and the Warrants conforms in all
         material respects to the description thereof in the Offering Document.

                  (u) The Company is not an open-end investment company, unit
         investment trust or face amount certificate company that is or is
         required to be registered under Section 8 of the United States
         Investment Company Act of 1940 (the "Investment Company Act"); and the
         Company is not and, after giving effect to the offering and sale of the
         Offered Securities and the application of the proceeds thereof as
         described in the Offering Document, will not be an "investment company"
         as defined in the Investment Company Act.

                  (v) No securities of the same class (within the meaning of
         Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
         listed on any national securities exchange registered under Section 6
         of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
         or quoted in a U.S. automated inter-dealer quotation system. No holder
         of securities of the Company (except as set forth in the Registration
         Rights Agreement or the Warrant Agreement) will be entitled to have
         such securities registered under the registration statements required
         to be filed by the Company pursuant to the Registration Rights
         Agreement or the Warrant Agreement other than as expressly permitted
         thereby.

                  (w) The offer and sale of the Offered Securities in the manner
         contemplated by this Agreement will be exempt from the registration
         requirements of the Securities Act by reason of Section 4(2) thereof
         and Regulation S thereunder; and it is not necessary to qualify an
         indenture in respect of the Offered Securities under the TIA.

                  (x) Neither the Company, nor any of its affiliates, nor any
         person acting on its or their behalf (i) has, within the six-month
         period prior to the date hereof, offered or sold in the United States
         or to any U.S. person (as such terms are defined in Regulation S
         ("Regulation S") under the Securities Act) the Offered Securities or
         any security of the same class or series as the Offered Securities or
         (ii) has offered or will offer or sell the Offered Securities (A) in
         the United States by means of any form of general solicitation or
         general advertising within the meaning of Rule 502(c) under the
         Securities Act or (B) with respect to any such securities sold in
         reliance on Rule 903 of Regulation S by means of any directed selling
         efforts within the meaning of Rule 902(b) of Regulation S. The

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         Company, its affiliates and any person acting on its or their behalf
         have complied and will comply with the offering restrictions
         requirement of Regulation S. The Company has not entered and will not
         enter into any contractual arrangement with respect to the distribution
         of the Offered Securities except for this Agreement.

                  (y) The Company has 303,165 total shares of capital stock
         outstanding, consisting of 275,402 shares of preferred stock and 27,763
         shares of common stock. The Company has granted 25,653 options
         outstanding exercisable for 25,653 shares of common stock.

                  3. Purchase, Sale and Delivery of Offered Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company agrees to sell
to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the
Company all of the Offered Securities, at a purchase price of $667.64 per Unit
plus the increase in accreted value, if any, on the Notes from April 29, 1998 to
the Closing Date (as hereinafter defined).

                  The Company will deliver against payment of the purchase price
the Offered Securities to be offered and sold by the Initial Purchaser in
reliance on Rule 144A under the Securities Act (the "Rule 144A Securities") in
the form of one or more permanent global securities in definitive form without
interest coupons (the "Restricted Global Securities") deposited with the Trustee
as custodian for DTC and registered in the name of Cede & Co., as nominee for
DTC. The Firm Restricted Global Securities shall include the legend regarding
restrictions on transfer set forth under "Transfer Restrictions" in the Offering
Document. Offered Securities sold in reliance on Regulation S (the "Regulation S
Securities") shall be issued in definitive, fully registered from, in such
denominations and registered in such names as the Initial Purchaser requests and
shall bear the legend relating thereto set forth under "Transfer Restrictions"
in the Offering Document.

                  Payment for the Offered Securities shall be made by the
Initial Purchaser in Federal (same day) funds by official check or checks or
wire transfer to an account at a bank acceptable to the Initial Purchaser drawn
to the order of the Company at the office of Cahill Gordon & Reindel, 80 Pine
Street, New York, NY at 9:00 A.M., (New York time), on April 29, 1998 or at such
other place or time not later than seven full business days thereafter as the
Initial Purchaser and the Company determine, such time being herein referred to
as the "Closing Date", against (i) delivery to the Trustee as custodian for DTC
of the Restricted Global Securities representing all the Rule 144A Securities
and (ii) delivery to the Initial Purchaser of definitive fully registered
certificates representing all of the Regulation S Securities. The Restricted
Global Securities and the Regulation S Securities will be made available for
checking at the above office of Cahill Gordon & Reindel at least 24 hours prior
to the Closing Date.

                  4. Representations by Initial Purchaser; Resale by Initial
Purchaser.

                  (a) The Initial Purchaser represents and warrants to the
Company that it is an "accredited investor" within the meaning of Regulation D
under the Securities Act.

                  (b) The Initial Purchaser acknowledges that the Offered
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 in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Securities Act. The Initial
Purchaser represents and agrees that it has offered and sold the Offered
Securities, and will offer and sell the Offered Securities (i) as part of its
distribution at any time and (ii) otherwise until after the applicable
distribution compliance period only in accordance with Rule

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903 or Rule 144A under the Securities Act ("Rule 144A"). Accordingly, neither
the Initial Purchaser nor its affiliates, nor any persons acting on its or their
behalf, have engaged or will engage in any directed selling efforts with respect
to the Offered Securities, and the Initial Purchaser, its affiliates and all
persons acting on its or their behalf have complied and will comply with the
offering restrictions requirement of Regulation S. The Initial Purchaser agrees
that, at or prior to confirmation of sale of the Offered Securities, other than
a sale pursuant to Rule 144A, the Initial Purchaser will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
renumeration that purchases the Offered 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 (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 after the applicable distribution compliance
                  period except in either case in accordance with Regulation S
                  (or Rule 144A if available) under the Securities Act. Terms
                  used above have the meanings given to them by Regulation S."

Terms used in this subsection (b) have the meanings given to them by Regulation
S.

                  (c) The Initial Purchaser agrees that it and each of its
affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except with the prior
written consent of the Company.

                  (d) The Initial Purchaser agrees that it and each of its
affiliates has not and will not offer or sell the Offered Securities by means of
any form of general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. The Initial Purchaser agrees, with respect
to resales made in reliance on Rule 144A of any of the Offered Securities, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Offered
Securities has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A.

                  (e) The Initial Purchaser represents and agrees that (i) it
has not offered or sold and prior to the date six months after the date of issue
of the Offered Securities will not offer or sell any Offered 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 with respect to
anything done by it in relation to the Offered 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 Offered Securities to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisement) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.

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                  5. Certain Agreements of the Company. The Company agrees with
the Initial Purchaser that:

                  (a) The Company will advise the Initial Purchaser promptly of
         any proposal to amend or supplement the Offering Document and will not
         effect such amendment or supplementation without the Initial
         Purchaser's consent, which shall not be unreasonably withheld or
         delayed. If, at any time prior to the completion of the resale of the
         Offered Securities by the Initial Purchaser, any event occurs as a
         result of which the Offering Document as then amended or supplemented
         would include an untrue statement of a material fact or omit to state
         any material fact necessary in order to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading, the Company promptly will notify the Initial Purchaser of
         such event and promptly will prepare, at its own expense, an amendment
         or supplement which will correct such statement or omission. Neither
         the Initial Purchaser's consent to, nor the Initial Purchaser's
         delivery to offerees or investors of, any such amendment or supplement
         shall constitute a waiver of any of the conditions set forth in Section
         6.

                  (b) The Company has furnished to the Initial Purchaser copies
         of the preliminary offering circular, and will furnish to the Initial
         Purchaser copies of the Offering Document and all amendments and
         supplements to such documents, in each case as soon as available and in
         such quantities as the Initial Purchaser reasonably requests, and the
         Company will furnish to the Initial Purchaser on the date hereof two
         copies of the Offering Document signed by a duly authorized officer of
         the Company, one of which will include the independent accountants'
         reports therein manually signed by such independent accountants. At any
         time when the Company is not subject to Section 13 or 15(d) of the
         Exchange Act, the Company will promptly furnish or cause to be
         furnished to the Initial Purchaser and, upon request of holders and
         prospective purchasers of the Offered Securities, to such holders and
         purchasers, copies of the information required to be delivered to
         holders and prospective purchasers of the Offered Securities pursuant
         to Rule 144A(d)(4) under the Securities Act (or any successor provision
         thereto) in order to permit compliance with Rule 144A in connection
         with resales by such holders of the Offered Securities. The Company
         will pay the expenses of printing and distributing to the Initial
         Purchaser all such documents.

                  (c) The Company will arrange for the qualification of the
         Offered Securities for sale and the determination of their eligibility
         for investment under the laws of such jurisdictions in the United
         States and Canada as the Initial Purchaser reasonably designates and
         will continue such qualifications in effect so long as required for the
         resale of the Offered Securities by the Initial Purchaser, provided
         that the Company will not be required to qualify as a foreign
         corporation or to take any action that would subject it to service of
         process or taxation in any such jurisdiction.

                  (d) For so long as the Offered Securities remain outstanding
         the Company will furnish to the Initial Purchaser, as soon as
         practicable after the end of each fiscal year, a copy of its annual
         report to stockholders for such year; and the Company will furnish to
         the Initial Purchaser (i) as soon as available, a copy of each report
         and any definitive proxy statement of the Company filed with the
         Securities and Exchange Commission (the "Commission") under the
         Exchange Act or mailed to stockholders, and (ii) from time to time,
         such other publicly available information concerning the Company as the
         Initial Purchaser may reasonably request.

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                  (e) During the period of two years after the Closing Date, the
         Company will, upon request, furnish to the Initial Purchaser and any
         holder of Offered Securities information regarding the restrictions on
         transfer applicable to the Offered Securities.

                  (f) During the period of two years after the Closing Date, the
         Company will not, and will not permit any of its affiliates (as defined
         in Rule 144 under the Securities Act) to, resell any of the Offered
         Securities that have been reacquired by any of them.

                  (g) During the period of two years after the Closing Date, the
         Company will not be or become, an open-end investment company, unit
         investment trust or face-amount certificate company that is or is
         required to be registered under Section 8 of the Investment Company
         Act.

                  (h) The Company will pay all expenses incidental to the
         performance of its obligations under this Agreement, the Indenture and
         the Warrant Agreement, including (i) the fees and expenses of the
         Trustee and the Warrant Agent and their respective professional
         advisers; (ii) all expenses in connection with the execution, issue,
         authentication, packaging and initial delivery of the Offered
         Securities, the preparation and printing of this Agreement, the Offered
         Securities, the Indenture, the Warrant Agreement, the Offering Document
         and all amendments and supplements thereto, and any other document
         relating to the issuance, offer, sale and delivery of the Offered
         Securities; (iii) the cost of listing the Offered Securities and
         qualifying the Offered Securities for trading in The Portal(SM) Market
         ("PORTAL") of The Nasdaq Stock Market, Inc. and any expenses incidental
         thereto; (iv) the cost of any advertising approved by the Company in
         connection with the issue of the Offered Securities; (v) for any
         expenses (including reasonable fees and disbursements of counsel)
         incurred in connection with qualification of the Offered Securities for
         sale under the laws of such jurisdictions in the United States and
         Canada as the Initial Purchaser reasonably designates and the printing
         of memoranda relating thereto; (vi) for any fees charged by investment
         rating agencies for the rating of the Offered Securities; and (vii) for
         expenses incurred in distributing the Offering Document (including any
         amendments and supplements thereto) to the Initial Purchaser. The
         Company will also pay, or reimburse the Initial Purchaser, for one-half
         of the cost of private, chartered air transportation for the Initial
         Purchaser and the Company's officers and employees in connection with
         attending meetings with prospective purchasers of the Offered
         Securities.

                  (i) In connection with the offering, until the Initial
         Purchaser shall have notified the Company of the completion of the
         resale of the Offered Securities, neither the Company nor any of its
         affiliates will, either alone or with one or more other persons, bid
         for or purchase for any account in which it or any of its affiliates
         has a beneficial interest any Offered Securities or attempt to induce
         any person to purchase any Offered Securities; and neither it nor any
         of its affiliates will make bids or purchases for the purpose of
         creating actual, or apparent, active trading in, or of raising the
         price of, the Offered Securities.

                  (j) For a period of 180 days after the date of the initial
         offering of the Offered Securities by the Initial Purchaser, the
         Company will not offer, sell, contract to sell, pledge or otherwise
         dispose of, directly or indirectly, any United States
         dollar-denominated debt securities issued or guaranteed by the Company
         and having a maturity of more than one year from the date of issue, or
         any shares of common stock of the Company or securities convertible
         into or exchangeable or exercisable for shares of common stock of the
         Company or warrants or other rights to purchase shares of common stock
         of the Company, or publicly disclose the intention to make any such
         offer, sale, pledge or

                                       9
<PAGE>   10
         disposition, without the prior written consent of the Initial
         Purchaser. The Company will not at any time offer, sell, contract to
         sell, pledge or otherwise dispose of, directly or indirectly, any
         securities under circumstances where such offer, sale, pledge, contract
         or disposition would cause the exemption afforded by Section 4(2) of
         the Securities Act to cease to be applicable to the offer and sale of
         the Offered Securities.

                  (k) The Company will apply the net proceeds from the sale of
         the Offered Securities substantially as set forth under "Use of
         Proceeds" in the Offering Document.

                  (l) The Company will cooperate with the Initial Purchaser to
         effect the inclusion of the Offered Securities in PORTAL.

                  6. Conditions of the Obligations of the Initial Purchaser. The
obligations of the Initial Purchaser to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and warranties
on the part of the Company herein, to the accuracy of the statements of officers
of the Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

                  (a) The Initial Purchaser shall have received a letter, dated
         the date of this Agreement, of Price Waterhouse LLP, confirming that
         they are independent public accountants within the meaning of the
         Securities Act and the applicable published rules and regulations
         thereunder ("Rules and Regulations") and to the effect that:

                           (i) in their opinion the financial statements
                  examined by them and included in the Offering Document comply
                  as to form in all material respects with the applicable
                  accounting requirements of the Securities Act and the related
                  published Rules and Regulations.

                           (ii) on the basis of a reading of the latest
                  available interim financial statements of the Company,
                  inquiries of officials of the Company who have responsibility
                  for financial and accounting matters and other specified
                  procedures, nothing came to their attention that caused them
                  to believe that:

                                    (A) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of this Agreement,
                           there was any change in the capital stock or any
                           increase in short-term indebtedness or long-term debt
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated net assets, as compared with amounts
                           shown on the latest balance sheet included in the
                           Offering Document; or

                                    (B) for the period from the closing date of
                           the latest income statement included in the Offering
                           Document to the closing date of the latest available
                           income statement read by such accountants there were
                           any decreases, as compared with the corresponding
                           period of the previous year, in consolidated
                           revenues, net operating income, consolidated net
                           income or in the ratio of deficiency of earnings to
                           fixed charges;

                                       10
<PAGE>   11
                  except in all cases set forth in clauses (A) and (B) above for
                  changes, increases or decreases which the Offering Document
                  discloses have occurred or may occur or which are described in
                  such letter; and

                           (iii) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Offering Document (in
                  each case to the extent that such dollar amounts, percentages
                  and other financial information are derived from the general
                  accounting records of the Company and its subsidiaries subject
                  to the internal controls of the Company's accounting system or
                  are derived directly from such records by analysis or
                  computation) with the results obtained from inquiries, a
                  reading of such general accounting records and other
                  procedures specified in such letter and have found such dollar
                  amounts, percentages and other financial information to be in
                  agreement with such results, except as otherwise specified in
                  such letter.

                  (b) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) a change in U.S. or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls as would, in the reasonable
         judgment of the Initial Purchaser, be likely to prejudice materially
         the success of the proposed issue, sale or distribution of the Offered
         Securities, whether in the primary market or in respect of dealings in
         the secondary market, or (ii) (A) any change, or any development or
         event involving a prospective change, in the condition (financial or
         other), business, properties or results of operations of the Company
         which, in the judgment of the Initial Purchaser, is material and
         adverse and makes it impractical or inadvisable to proceed with
         completion of the offering or the sale of and payment for the Offered
         Securities; (B) any downgrading in the rating of any debt securities of
         the Company by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Securities Act), or any public announcement that any such organization
         has under surveillance or review its rating of any debt securities of
         the Company (other than an announcement with positive implications of a
         possible upgrading, and no implication of a possible downgrading, of
         such rating); (C) any suspension or limitation of trading in securities
         generally on the New York Stock Exchange or any setting of minimum
         prices for trading on such exchange, or any suspension of trading of
         any securities of the Company on any exchange or in the
         over-the-counter market; (D) any banking moratorium declared by U.S.
         Federal or New York authorities; or (E) any outbreak or escalation of
         major hostilities in which the United States is involved, any
         declaration of war by Congress or any other substantial national or
         international calamity or emergency if, in the judgment of the Initial
         Purchaser, the effect of any such outbreak, escalation, declaration,
         calamity or emergency makes it impractical or inadvisable to proceed
         with completion of the offering or sale of and payment for the Offered
         Securities.

                  (c) The Initial Purchaser shall have received an opinion dated
         the Closing Date, of Pedersen & Houpt, counsel for the Company, that:

                          (i) The Company has been duly incorporated and is an
                  existing corporation in good standing under the laws of its
                  jurisdiction of incorporation, and has the corporate power and
                  authority to own its properties and conduct its business as
                  described in the Offering Document; the Company is duly
                  qualified to do business as a foreign corporation in good
                  standing in all other jurisdictions in which its ownership or
                  lease of property or the conduct of its business requires such
                  qualification, except where the failure to be so qualified
                  could not be

                                       11
<PAGE>   12
                  expected, singly or in the aggregate, to have a material
                  adverse effect on the Company, and the Company has no
                  subsidiaries;

                         (ii) the Company has all requisite corporate power and
                  authority to execute, deliver and perform its obligations
                  under the Indenture. The Indenture meets the requirements for
                  qualification under the TIA. The Indenture and the Notes to be
                  issued thereunder have been duly authorized by the Company;
                  when the Notes are issued and authenticated in accordance with
                  the terms of the Indenture and delivered and paid for pursuant
                  to this Agreement on the Closing Date, the Indenture will have
                  been duly executed and delivered and such Notes will have been
                  duly executed, authenticated, issued and delivered and the
                  Indenture and such Notes will constitute valid and legally
                  binding obligations of the Company, enforceable in accordance
                  with their terms, subject to bankruptcy, insolvency,
                  fraudulent transfer, reorganization, moratorium and similar
                  laws of general applicability relating to or affecting
                  creditors' rights and to general equity principles;

                        (iii) the Company has all requisite corporate power and
                  authority to execute, deliver and perform its obligations
                  under the Warrant Agreement; the Warrant Agreement, the
                  Warrants and the Warrant Shares have been duly authorized by
                  the Company; when the Warrants are issued and countersigned in
                  accordance with the terms of the Warrant Agreement and
                  delivered and paid for pursuant to this Agreement on the
                  Closing Date, the Warrant Agreement will have been duly
                  executed and delivered and such Warrants will have been duly
                  executed, authenticated, issued and delivered and the Warrant
                  Agreement and the Warrants will constitute the valid and
                  legally binding obligations of the Company enforceable in
                  accordance with their terms;

                          (iv) when issued in accordance with the terms and
                  conditions contained in the Warrant Agreement upon exercise of
                  the Warrants, the Warrant Shares will be duly authorized,
                  validly issued, fully paid and nonassessable and will not be
                  subject to any preemptive or similar rights. The Warrant
                  Shares have been duly reserved for issuance in accordance with
                  the terms of the Warrants and the Warrant Agreement and
                  conform in all material respects to the description thereof in
                  the Offering Document;

                          (v) the Company has the corporate power and authority
                  to execute and deliver and perform its obligations under the
                  Registration Rights Agreement. The Registration Rights
                  Agreement has been duly authorized by all necessary action on
                  the part of the Company, has been duly executed and delivered
                  by the Company and constitutes the valid and legally binding
                  obligation of the Company, enforceable in accordance with its
                  terms, except (a) as may be limited by bankruptcy, insolvency,
                  reorganization, moratorium, fraudulent or transfer conveyance
                  or other similar laws relating to or affecting the enforcement
                  of creditors' rights generally and (b) as the enforceability
                  thereof is subject to the application of general principles of
                  equity (whether considered in a proceeding at law or in
                  equity), including without limitation (1) the possible
                  unavailability of specific performance, injunctive relief or
                  any other equitable remedy and (2) concepts of materiality,
                  reasonableness, good faith and fair dealing;

                          (vi) the Company is not an open-end investment
                  company, unit investment trust or face amount certificate
                  company that is or is required to be registered under Section
                  8 of the

                                       12
<PAGE>   13
                  Investment Company Act, and the Company is not and will not,
                  after giving effect to the offering and sale of the Offered
                  Securities and the application of the proceeds thereof as
                  described in the Offering Document, be an "investment company"
                  as defined in the Investment Company Act;

                          (vii) no consent, approval, authorization or order of,
                  or filing with, any governmental agency or body or any court
                  is required on the part of the Company for the issuance or
                  sale of the Offered Securities by the Company, except such as
                  may be required under state securities laws;

                          (viii) the issue and sale of the Offered Securities
                  pursuant to this Agreement will not violate the provisions of
                  the certificate of incorporation or bylaws of the Company;

                          (ix) the Company has the corporate power and authority
                  to execute and deliver and perform its obligations under this
                  Agreement. This Agreement has been duly authorized, executed
                  and delivered by the Company;

                          (x) each of the Indenture, the Notes, the Registration
                  Rights Agreement, the Warrant Agreement and the Warrants
                  conforms in all material respects to the description thereof
                  in the Offering Document; and

                          (xi) to such counsel's knowledge, the execution,
                  delivery and performance by the Company of the Operative
                  Documents, and the consummation by the Company of the
                  transactions contemplated thereby, will not result in a breach
                  or violation of any of the terms and provisions of, or
                  constitute a default under, any statute, rule, regulation or
                  order of any governmental agency or body or any court,
                  domestic or foreign, having jurisdiction over the Company or
                  any of their properties, or any agreement or instrument to
                  which the Company is a party or by which the Company is bound
                  or to which any of the properties of the Company is subject
                  except for such breaches, violations or defaults that would
                  not individually or in the aggregate result in a material
                  adverse effect on the Company, or the charter or by-laws of
                  the Company and the Company has full power and authority to
                  authorize, issue and sell the Offered Securities as
                  contemplated by this Agreement; and

                          (xii) it is not necessary in connection with (i) the
                  offer, sale and delivery of the Offered Securities by the
                  Company to the Initial Purchaser pursuant to this Agreement or
                  (ii) the resales of the Offered Securities by the Initial
                  Purchaser in the manner contemplated by this Agreement, to
                  register the Offered Securities under the Securities Act or to
                  qualify the Indenture under the TIA.

                           Such counsel shall further state as part of the same
         letter in which the foregoing opinions are expressed or by separate
         letter addressed to the Initial Purchaser that in the course of the
         Company's preparation of the Offering Document, such counsel has
         participated in conferences with certain officers or employees of the
         Company and with counsel and independent auditors for the Company and
         with the Initial Purchaser and counsel for the Initial Purchaser and
         reviewed certain corporate records, documents and proceedings of the
         Company. Such counsel has not independently verified the accuracy,
         completeness or fairness of the statements contained in the Offering
         Document, and the limitations inherent in the examination made by such
         counsel and the knowledge available to

                                       13
<PAGE>   14
         such counsel are such that such counsel is unable to assume, and such
         counsel does not assume, any responsibility for the accuracy,
         completeness or fairness of the statements contained in the Offering
         Document. On the basis of the above-described procedures, however, such
         counsel does not believe that the Offering Document, on the date
         thereof or on the date of such letter, contains any untrue statement of
         a material fact or omits to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading. Such counsel
         does not express any opinion or belief as to the financial statements
         and other financial or statistical information included in the Offering
         Document.

                  (d) The Initial Purchaser shall have received from Cahill
         Gordon & Reindel, counsel for the Initial Purchaser, such opinion or
         opinions, dated the Closing Date, with respect to the incorporation of
         the Company, the validity of the Offered Securities, the Offering
         Document, the exemption from registration for the offer and sale of the
         Offered Securities by the Company to the Initial Purchaser and the
         resales by the Initial Purchaser as contemplated hereby and other
         related matters as the Initial Purchaser may require, and the Company
         shall have furnished to such counsel such documents as they request for
         the purpose of enabling them to pass upon such matters.

                  (e) The Offered Securities shall have been made eligible for
         trading in PORTAL.

                  (f) The Initial Purchaser shall have received a certificate,
         dated the Closing Date, of the President or any Vice President and a
         principal financial or accounting officer of the Company in which such
         officers, to the best of their knowledge after reasonable
         investigation, shall state that the representations and warranties of
         the Company in this Agreement are true and correct, that

                          (i) the Company has complied with all agreements and
                  satisfied all conditions on its part to be performed or
                  satisfied hereunder at or prior to the Closing Date; and

                          (ii) subsequent to the respective dates of the most
                  recent financial statements in the Offering Document there has
                  been no material adverse change, nor any development or event
                  involving a prospective material adverse change, in the
                  condition (financial or other), business, properties or
                  results of operations of the Company except as set forth in or
                  contemplated by the Offering Document.

                  (g) The Initial Purchaser shall have received a letter, dated
         the Closing Date, of Price Waterhouse LLP which meets the requirements
         of subsection (a) of this Section, except that the specified date
         referred to in such subsection will be a date not more than three
         business days prior to the Closing Date for the purposes of this
         subsection.

                  (h) On the Closing Date, the Initial Purchaser shall have
         received the Warrant Agreement and the Registration Rights Agreement
         executed by the Company and the Warrants shall have been duly executed
         by the Company and countersigned by the Warrant Agent and such
         agreements shall be in full force and effect at all times from and
         after the Closing Date.

                  (i) The Indenture shall have been duly executed and delivered
         by the Company and the Trustee, the Notes shall have been duly executed
         by the Company and the Notes shall have been duly authenticated by the
         Trustee.

                                       14
<PAGE>   15
                  (j) On or before the Closing Date, (i) the New Credit Facility
         shall have been consummated, (ii) the Initial Purchaser and counsel for
         the Initial Purchaser shall have received copies of the executed New
         Credit Facility and such other documents, opinions and reliance letters
         as they shall have reasonably requested and (iii) after giving effect
         to the transactions contemplated by this Agreement) and the application
         of the proceeds received by the Company from the sale of the Notes, no
         condition that would constitute a default or event of default under the
         New Credit Facility shall exist.

                  (k) On or before the Closing Date, the Initial Purchaser and
         counsel for the Initial Purchaser shall have received such further
         documents, certificates and schedules or instruments as they shall have
         heretofore reasonably requested from the Company.

                  The Company will furnish the Initial Purchaser with such
conformed copies of such opinions, certificates, letters and documents as the
Initial Purchaser may reasonably request.

                  7. Indemnification and Contribution.

                  (a) The Company will indemnify and hold harmless the Initial
Purchaser against any losses, claims, damages or liabilities to which the
Initial Purchaser may become subject, under the Securities Act or the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any breach of any of
the representations and warranties of the Company contained herein or any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and will reimburse the Initial Purchaser for any legal or
other expenses reasonably incurred by the Initial Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability 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 written information furnished to the
Company by the Initial Purchaser specifically for use therein, it being
understood and agreed that the only such information consists of the information
described as such in subsection (b) below; and provided, further, that with
respect to any untrue statement or alleged untrue statement in or omission or
alleged omission from the preliminary offering circular the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of the Initial
Purchaser if the Initial Purchaser sold the Offered Securities concerned to the
person asserting any such losses, claims, damages or liabilities, to the extent
that such sale was an initial resale by the Initial Purchaser and any such loss,
claim, damage or liability of the Initial Purchaser results from the fact that
there was not sent or given to such person a copy of the Offering Document
(exclusive of any material included therein but not attached thereto) if the
Company had previously furnished copies thereof to the Initial Purchaser.

                  (b) The Initial Purchaser will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or any related preliminary offering circular,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they

                                       15
<PAGE>   16
were made, not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by the Initial Purchaser specifically for use therein,
and will reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood
and agreed that the only such information furnished by the Initial Purchaser
consists of the following information in the Offering Document: the last
paragraph at the bottom of the cover page concerning the terms of the offering
by the Initial Purchaser, the legend concerning overallotments and stabilizing
on page (i) of the Offering Document and the third paragraph, the fourth
sentence of the seventh paragraph and the eighth paragraph under the caption
"Plan of Distribution."

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above, except to the extent that it
has been prejudiced in any material respect by such omission. In case any such
action is brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action 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 any claims
that are the subject matter of such action.

                  (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above: (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Initial Purchaser on the other from the
offering of the Offered 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 on the one hand and the Initial
Purchaser on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Initial Purchaser on the other shall be deemed to be in
the same proportion as the total net proceeds from the Offered Securities
(before deducting expenses) received by the Company bear to the total discounts
and commissions received by the Initial Purchaser from the Company 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 information
supplied by the Company or the Initial Purchaser and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party

                                       16
<PAGE>   17
as a result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), the
Initial Purchaser shall not be required to contribute any amount in excess of
the amount by which the total price at which the Offered Securities purchased by
it were resold exceeds the amount of any damages which the Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

                  (e) The obligations of the Company under this Section shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
the Initial Purchaser within the meaning of the Securities Act or the Exchange
Act; and the obligations of the Initial Purchaser under this Section shall be in
addition to any liability which the Initial Purchaser may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act.

                  8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the Initial Purchaser set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
the Initial Purchaser, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If for any reason the purchase of the
Offered Securities by the Initial Purchaser is not consummated, the Company
shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 and the respective obligations of the Company and the
Initial Purchaser pursuant to Section 7 shall remain in effect. If the purchase
of the Offered Securities by the Initial Purchaser is not consummated for any
reason other than solely because of the occurrence of any event specified in
clause (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the
Initial Purchaser for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by it in connection with the
offering of the Offered Securities.

                  9. Notices. All communications hereunder will be in writing
and, if sent to the Initial Purchaser will be mailed, delivered or telegraphed
and confirmed to the Initial Purchaser at Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention: Investment Banking Department -- Transactions Advisory
Group, or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale,
Arizona 85260 Attention: Chief Executive Officer.

                  10. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.

                  11. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

                                       17
<PAGE>   18
                  12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

                  The Company hereby submits to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in The City of New
York in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.

                                       18
<PAGE>   19
                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement among the Company and the Initial
Purchaser in accordance with its terms.


                                            Very truly yours,

                                            SPINCYCLE, INC.


                                            By /s/ Patrick Boyer
                                              ---------------------------------
                                              Name:  Patrick Boyer
                                              Title: Chief Financial Officer


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date
first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION






By /s/ Jeffrey C. Howe
  --------------------------------
  Name: Jeffrey C. Howe
  Title: Director