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                                                                    Exhibit 10.3
                                                                  EXECUTION COPY
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                                 UNIT AGREEMENT

                                      Among

                           O'SULLIVAN INDUSTRIES, INC.

                      O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                     O'SULLIVAN INDUSTRIES - VIRGINIA, INC.

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                                  as Unit Agent

                           --------------------------

                                November 30, 1999

                           --------------------------


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                  UNIT AGREEMENT, dated as of November 30, 1999, among
O'Sullivan Industries, Inc. (the "Company"), O'Sullivan Industries Holdings,
Inc., a Delaware corporation ("HOLDINGS" and, together with the Company, the
"ISSUERS"), O'Sullivan Industries - Virginia, Inc., a Virginia corporation (the
"GUARANTOR"), and Norwest Bank Minnesota, National Association, as Unit Agent,
Warrant Agent and Trustee.

                  WHEREAS, the Company proposes to issue $100,000,000 aggregate
principal amount of its 13 3/8% Senior Subordinated Notes due 2009 (the "NOTES")
pursuant to an Indenture, dated as of November 30, 1999 (the "INDENTURE"), among
the Company, the Guarantor and Norwest Bank Minnesota, National Association, as
Trustee (the "TRUSTEE"), and Holdings proposes to issue 100,000 warrants (the
"COMMON WARRANTS"), each Common Warrant entitling the holder thereof to purchase
initially 0.9327 shares of Holdings' common stock, par value $0.01 per share
(the "COMMON STOCK") at a purchase price of $0.01 per share, and 100,000
warrants (the "PREFERRED WARRANTS" and, together with the Common Warrants, the
"WARRANTS"), each Preferred Warrant entitling the holder thereof to purchase
initially 0.3927 shares of Holdings' series B junior preferred stock, par value
$0.01 per share (the "PREFERRED STOCK") at a purchase price of $0.01 per share.
The Notes and the Warrants will initially be represented by units (the "UNITS"),
with each Unit consisting of $1,000 principal amount of Notes and one Common
Warrant and one Preferred Warrant. Norwest Bank Minnesota, National Association
has agreed with Holdings to act as warrant agent for the Warrants (the "WARRANT
AGENT").

                  WHEREAS, the Issuers, the Guarantor, the Trustee and the
Warrant Agent desire to appoint Norwest Bank Minnesota, National Association to
act as their agent for the purpose of issuing certificates ("UNIT CERTIFICATES")
representing the Units and for the registration of transfers and exchanges
thereof. Norwest Bank Minnesota, National Association, in such capacity, is
referred to herein as the "UNIT AGENT."

                  WHEREAS, the Units will be exchangeable for the Notes and the
Warrants represented thereby upon the earliest to occur of: (i) 180 days after
the closing of the offering of the Units, (ii) the date on which an exchange
offer registration statement for the Notes is declared effective under the
Securities Act, (iii) the date on which a shelf registration statement for the
Notes is declared effective under the Securities Act, (iv) such date as Lehman
Brothers Inc., in its sole discretion, shall determine or (v) in the event the
Company is required to make an offer to purchase Notes pursuant to the terms of
the Indenture, the date the Company mails notice of the offer to the holders of
the Notes. The earliest date on which an event listed in the preceding sentence
occurs is referred to as the "SEPARATION DATE."

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as follows (all
capitalized terms not defined herein are as defined in the Indenture):

                  Section 1. APPOINTMENT OF UNIT AGENT.

                  (a) The Issuers and the Guarantor hereby appoint the Unit
Agent to act as agent for the Issuers and the Guarantor in accordance with and
subject to the terms and conditions set forth in this Agreement, and the Unit
Agent hereby accepts such appointment.

                  (b) The Trustee, the Company and the Guarantor hereby appoint
the Unit Agent as Authenticating Agent and Registrar (as such terms are defined
in the Indenture) for the Notes for so long as the Notes are represented by the
Units. In its capacity as Authenticating Agent and Registrar, the Unit Agent
shall have the rights and obligations provided for such capacities in the
Indenture.


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                  (c) The Warrant Agent and Holdings hereby appoint the Unit
Agent as Authenticating Agent and Warrant Registrar (as such terms are defined
in the Warrant Agreements) for the Warrants for so long as the Warrants are
represented by the Units. In its capacity as Warrant Authenticating Agent and
Warrant Registrar, the Unit Agent shall have the rights and obligations provided
for such capacities in the Warrant Agreements.

                  Section 2. DEFINITIONS.

                  "144A GLOBAL UNIT" means a global unit in the form of Exhibit
A1 hereto bearing the Global Unit Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
number of the Units sold in reliance on Rule 144A.

                  "AFFILIATE" of any specified Person means (A) any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person and (B) any director, officer or
employee of such specified person. For purposes of this definition "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH") as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Unit, the rules and
procedures of the Depositary, Euroclear and Cedelbank that apply to such
transfer or exchange.

                  "CEDELBANK" means Cedelbank, a limited liability company (a
societe anonyme) organized under Luxembourg law.

                  "DEFINITIVE UNIT" means a certificated Unit registered in the
name of the Holder thereof and issued in accordance with Section 3.6 hereof, in
the form of Exhibit A1 hereto except that such Unit shall not bear the Global
Unit Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Unit" attached thereto.

                  "DEPOSITARY" means, with respect to the Units issuable or
issued in whole or in part in global form, the Person specified in Section 3.3
hereof as the Depositary with respect to the Units, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Unit Agreement.

                  "EUROCLEAR" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

                  "GLOBAL UNITS" means, individually and collectively, each of
the Restricted Global Units, in the form of Exhibits A1 and A2 hereto issued in
accordance with Section 3.1 hereof.

                  "GLOBAL UNIT LEGEND" means the legend set forth in Section
3.6(f)(ii), which is required to be placed on all Global Units issued under this
Unit Agreement.

                  "HOLDER" means a Person in whose name a Unit is registered.


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                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Unit through a Participant.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                  "OFFICERS' CERTIFICATE" means a certificate signed on behalf
of an Issuer and the Guarantor by two Officers of such Issuer and the Guarantor
one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of such Issuer and
the Guarantor, that meets the requirements of Section 13.04 and Section 13.05 of
the Indenture.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Unit Agent, that meets the requirements of
Section 13.04 and Section 13.05 of the Indenture. The counsel may be an employee
of or counsel to the Issuers and the Guarantor, any Subsidiary of the Issuers
and the Guarantor or the Unit Agent.

                  "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Cedelbank, a Person who has an account with the Depositary, Euroclear or
Cedelbank, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Cedelbank).

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 3.6(f)(i) to be placed on all Units issued under this Unit Agreement
except where otherwise permitted by the provisions of this Unit Agreement.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "REGULATION S" means Regulation S promulgated under the
Securities Act.

                  "REGULATION S GLOBAL UNIT" means a Regulation S Temporary
Global Unit or Regulation S Permanent Global Unit, as appropriate.

                  "REGULATION S PERMANENT GLOBAL UNIT" means a permanent global
unit in the form of Exhibit A1 hereto bearing the Global Unit Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
number of the Regulation S Temporary Global Units upon expiration of the
Restricted Period.

                  "REGULATION S TEMPORARY GLOBAL UNIT" means a temporary global
unit in the form of Exhibit A2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding number of Units
initially sold in reliance on Rule 903 of Regulation S.

                  "RESTRICTED DEFINITIVE UNIT" means a Definitive Unit bearing
the Private Placement Legend.


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                  "RESTRICTED GLOBAL UNIT" means a Global Unit bearing the
Private Placement Legend.

                  "RESTRICTED PERIOD" means the one year distribution compliance
period as defined in Regulation S.

                  "RULE 144" means Rule 144 promulgated under the Securities
Act.

                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                  "RULE 903" means Rule 903 promulgated under the Securities
Act.

                  "RULE 904" means Rule 904 promulgated under the Securities
Act.

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

                  "UNIT AGENT" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this Unit
Agreement and thereafter means the successor serving hereunder.

                  "UNIT CUSTODIAN" means the Unit Agent, as custodian with
respect to the Units in global form, or any successor entity thereto.

                  "U.S. PERSON" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  Section 3. UNITS.

                  Section 3.1. FORM AND DATING.

                  (a) GENERAL. The Units and the Unit Agent's certificate of
authentication shall be substantially in the form of Exhibits A1 and A2 hereto.
The Units may have notations, legends or endorsements required by law, stock
exchange rule or usage.

                  The terms and provisions contained in the Units shall
constitute, and are hereby expressly made, a part of this Unit Agreement, and
the Issuers, the Guarantor and the Unit Agent, by their execution and delivery
of this Unit Agreement, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Unit conflicts with
the express provisions of this Unit Agreement, the provisions of this Unit
Agreement shall govern and be controlling.

                  (b) GLOBAL UNITS. Units issued in global form shall be
substantially in the form of Exhibits A1 or A2 attached hereto (including the
Global Units Legend thereon and the "Schedule of Exchanges of Interests in the
Global Unit" attached thereto). Units issued in definitive form shall be
substantially in the form of Exhibit A1 attached hereto (but without the Global
Unit Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Unit" attached thereto). Each Global Unit shall represent such of the
outstanding Units as shall be specified therein and each shall provide that it
shall represent the outstanding Units from time to time endorsed thereon and
that the outstanding Units represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Unit to reflect the amount of any increase or decrease
in the aggregate amount of outstanding Units represented thereby shall be made
by the Unit Agent or the Unit Custodian, at the direction of the Unit Agent, in
accordance with instructions given by the Holder thereof as required by Section
3.6 hereof.


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                  (c) TEMPORARY GLOBAL UNITS. Units offered and sold in reliance
on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Unit, which shall be deposited on behalf of the purchasers of
the Units represented thereby with the Unit Agent, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Cedelbank, duly executed by the Issuers and authenticated by the Unit Agent
as hereinafter provided. The Restricted Period shall be terminated upon the
receipt by the Unit Agent of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Cedelbank certifying
that they have received certification of non-U.S. beneficial ownership of 100%
of the Regulation S Temporary Global Unit (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Unit bearing a Private Placement Legend, all as contemplated by Section
3.6(b)(iii) hereof), and (ii) an Officers' Certificate from the Issuers.
Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Unit shall be exchanged for beneficial interests
in Regulation S Permanent Global Units pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Units,
the Unit Agent shall cancel the Regulation S Temporary Global Unit. The
aggregate number of the Regulation S Temporary Global Unit and the Regulation S
Permanent Global Units may from time to time be increased or decreased by
adjustments made on the records of the Unit Agent and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

                  (d) EUROCLEAR AND CEDELBANK PROCEDURES APPLICABLE. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Cedelbank" and "Customer Handbook" of Cedelbank shall be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Unit and the
Regulation S Permanent Global Units that are held by Participants through
Euroclear or Cedelbank.

                  Section 3.2. EXECUTION AND AUTHENTICATION. An Officer shall
sign the Units for each of the Issuers by manual or facsimile signature.

                  If the Officer whose signature is on a Unit no longer holds
that office at the time a Unit is authenticated, the Unit shall nevertheless be
valid.

                  A Unit shall not be valid until authenticated by the manual
signature of the Unit Agent and such signature shall be conclusive evidence that
the Unit has been authenticated under this Unit Agreement.

                  The Unit Agent shall, upon a written order of each of the
Issuers signed by an Officer (a "UNIT AUTHENTICATION ORDER"), authenticate Units
for original issue up to the number stated in the Units. The aggregate number of
Units outstanding at any time may not exceed such amount except as provided in
Section 3.7 hereof.

                  The Unit Agent may appoint an authenticating agent acceptable
to the Issuers to authenticate Units. An authenticating agent may authenticate
Units whenever the Unit Agent may do so. Each reference in this Unit Agreement
to authentication by the Unit Agent includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers.


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                  Section 3.3. UNIT REGISTRAR AND UNIT PAYING AGENT. The Issuers
shall maintain an office or agency where Units may be presented for registration
of transfer or for exchange (the "UNIT REGISTRAR") and an office or agency where
Units may be presented for payment (the "UNIT PAYING AGENT"). The Unit Registrar
shall keep a register of the Units and of their transfer and exchange. The
Issuers may appoint one or more co-registrars and one or more additional paying
agents. The term "UNIT REGISTRAR" includes any co-registrar and the term "UNIT
PAYING AGENT" includes any additional paying agent. The Issuers may change any
Unit Paying Agent or Unit Registrar without notice to any Holder. The Issuers
shall notify the Unit Agent in writing of the name and address of any Agent not
a party to this Unit Agreement. If the Issuers fail to appoint or maintain
another entity as Unit Registrar or Unit Paying Agent, the Unit Agent shall act
as such. Each of the Issuers or any of their Subsidiaries may act as Unit Paying
Agent or Unit Registrar. The Issuers initially appoint The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Units.

                  The Issuers initially appoint the Unit Agent to act as the
Unit Registrar and Unit Paying Agent and to act as Unit Custodian with respect
to the Global Units.

                  Section 3.4. UNIT PAYING AGENT TO HOLD MONEY IN TRUST. The
Issuers shall require each Unit Paying Agent other than the Unit Agent to agree
in writing that the Unit Paying Agent will hold in trust for the benefit of
Holders or the Unit Agent all money held by the Unit Paying Agent for the
payment of principal, premium or Liquidated Damages, if any, or interest on the
Notes, or on the Warrants, and will notify the Unit Agent of any default by the
Issuers in making any such payment. While any such default continues, the Unit
Agent may require a Unit Paying Agent to pay all money held by it to the Unit
Agent. The Issuers at any time may require a Unit Paying Agent to pay all money
held by it to the Unit Agent. Upon payment over to the Unit Agent, the Unit
Paying Agent (if other than the Issuers or a Subsidiary) shall have no further
liability for the money. If the Issuers or a Subsidiary acts as Unit Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Unit Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuers, the Unit Agent shall serve
as Unit Paying Agent for the Units.

                  Section 3.5. HOLDER LISTS. The Unit Agent shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Unit Agent is not the Registrar, the Issuers shall
furnish to the Unit Agent at least seven Business Days before each interest
payment date and at such other times as the Unit Agent may request in writing, a
list in such form and as of such date as the Unit Agent may reasonably require
of the names and addresses of the Holders of Units and the Issuers shall
otherwise comply with TIA Section 312(a).

                  Section 3.6. TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL UNITS. A Global Unit may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Units
will be exchanged by the Issuers for Definitive Units if (i) the Issuers deliver
to the Unit Agent notice from the Depositary that it is unwilling or unable to
continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Issuers within 120 days after the date of such notice from
the Depositary or (ii) the Issuers in their sole discretion determines that the
Global Units (in whole but not in part) should be exchanged for Definitive Units
and delivers a written notice to such effect to the Unit Agent or (iii) the
Depositary in its sole



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discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes following an Event of Default and delivers a
written notice to such effect to the Unit Agent; provided that in no event shall
the Regulation S Temporary Global Unit be exchanged by the Issuers for
Definitive Units prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Units shall be issued
in such names as the Depositary shall instruct the Unit Agent. Global Units also
may be exchanged or replaced, in whole or in part, as provided in Sections 3.7
and 3.10 hereof. Every Unit authenticated and delivered in exchange for, or in
lieu of, a Global Unit or any portion thereof, pursuant to this Section 3.6 or
Section 3.7 or 3.10 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Unit. A Global Unit may not be exchanged for another Unit
other than as provided in this Section 3.6(a), however, beneficial interests in
a Global Unit may be transferred and exchanged as provided in Section 3.6(b) or
(c) hereof.

                  (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL UNITS. The transfer and exchange of beneficial interests in the Global
Units shall be effected through the Depositary, in accordance with the
provisions of this Unit Agreement and the Applicable Procedures. Beneficial
interests in the Restricted Global Units shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Units also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable:

                        (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
         UNIT. Beneficial interests in any Restricted Global Unit may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Unit in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; PROVIDED, HOWEVER, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Temporary
         Regulation S Global Unit may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser).
         No written orders or instructions shall be required to be delivered to
         the Registrar to effect the transfers described in this Section
         3.6(b)(i).

                        (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
         INTERESTS IN GLOBAL UNITS. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         3.6(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Unit in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Unit in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Unit shall be
         registered to effect the transfer or exchange referred to in (1) above;
         provided that in no event shall Definitive Units be issued upon the
         transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Unit prior to (x) the expiration of the Restricted
         Period and (y) the receipt by the Registrar of any certificates
         required pursuant to Rule 903 under the Securities Act. Upon
         consummation of an Exchange Offer by the Company in accordance with the
         Indenture, hereof, the requirements of


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         this Section 3.6(b)(ii) shall be deemed to have been satisfied upon
         receipt by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Units. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Units
         contained in this Unit Agreement and the Units and satisfaction of such
         other requirements as the Unit Agent may determine in good faith to be
         applicable, the Unit Agent shall adjust the number amount of the
         relevant Global Unit(s) pursuant to Section 3.6(g) hereof.

                        (iii) TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER
         RESTRICTED GLOBAL UNIT. A beneficial interest in any Restricted Global
         Unit may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Unit if the
         transfer complies with the requirements of Section 3.6(b)(ii) above and
         the Registrar receives the following:

                               (A) if the transferee will take delivery in the
                  form of a beneficial interest in the 144A Global Unit, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof; and

                               (B) if the transferee will take delivery in the
                  form of a beneficial interest in the Regulation S Temporary
                  Global Unit or the Regulation S Global Unit, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (2) thereof.

                  (c) TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL UNITS TO RESTRICTED DEFINITIVE UNITS. If any holder of a beneficial
interest in a Restricted Global Unit proposes to exchange such beneficial
interest for a Restricted Definitive Unit or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Unit, then, upon receipt by the Registrar of the following
documentation:

                               (A) if the holder of such beneficial interest in
                  a Restricted Global Unit proposes to exchange such beneficial
                  interest for a Restricted Definitive Unit, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (1)(a) thereof;

                               (B) if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                               (C) if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                               (D) if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;



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                               (E) if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                               (F) if such beneficial interest is being
                  transferred to the Issuers or any of their Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                               (G) if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Unit Agent shall cause the aggregate number of the applicable
         Global Unit to be reduced accordingly pursuant to Section 3.6(g)
         hereof, and the Issuers shall execute and, upon receipt of a Unit
         Authentication Order, the Unit Agent shall authenticate and deliver to
         the Person designated in the instructions a Definitive Unit in the
         appropriate number. Any Definitive Unit issued in exchange for a
         beneficial interest in a Restricted Global Unit pursuant to this
         Section 3.6(c) shall be registered in such name or names and in such
         authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Unit Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Unit Agent shall deliver such Definitive Units to the
         Persons in whose names such Units are so registered. Any Definitive
         Unit issued in exchange for a beneficial interest in a Restricted
         Global Unit pursuant to this Section 3.6(c) shall bear the Private
         Placement Legend and shall be subject to all restrictions on transfer
         contained therein.

                  Notwithstanding Sections 3.6(c)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Unit may not be
exchanged for a Definitive Unit or transferred to a Person who takes delivery
thereof in the form of a Definitive Unit prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

                  (d) TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE UNITS TO
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL Units. If any Holder of a Restricted
Definitive Unit proposes to exchange such Unit for a beneficial interest in a
Restricted Global Unit or to transfer such Restricted Definitive Units to a
Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Unit, then, upon receipt by the Units Registrar of the
following documentation:

                               (A) if the Holder of such Restricted Definitive
                  Unit proposes to exchange such Unit for a beneficial interest
                  in a Restricted Global Unit, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (1)(b) thereof;

                               (B) if such Restricted Definitive Unit is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;



                                       9
<PAGE>

                               (C) if such Restricted Definitive Unit is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                               (D) if such Restricted Definitive Unit is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                               (E) if such Restricted Definitive Unit is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                               (F) if such Restricted Definitive Unit is being
                  transferred to the Issuers or any of their Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                               (G) if such Restricted Definitive Unit is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Unit Agent shall cancel the Restricted Definitive Unit, increase or
         cause to be increased the number of, in the case of clause (A) above,
         the appropriate Restricted Global Unit, in the case of clause (B)
         above, the 144A Global Unit, in the case of clause (c) above, the
         Regulation S Global Unit.

                  (e) TRANSFER AND EXCHANGE OF RESTRICTED DEFINITIVE UNITS TO
RESTRICTED DEFINITIVE UNITS. Upon request by a Holder of Definitive Units and
such Holder's compliance with the provisions of this Section 3.6(e), the
Registrar shall register the transfer or exchange of Definitive Units. Prior to
such registration of transfer or exchange, the requesting Holder shall present
or surrender to the Unit Registrar the Definitive Units duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Unit Registrar duly executed by such Holder or by his attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 3.6(e).

                               Any Restricted Definitive Unit may be transferred
         to and registered in the name of Persons who take delivery thereof in
         the form of a Restricted Definitive Unit if the Unit Registrar receives
         the following:

                               (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;


                                       10
<PAGE>

                               (B) if the transfer will be made pursuant to Rule
                  903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                               (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (f) LEGENDS. The following legends shall appear on the face of
all Global Units and Definitive Units issued under this Unit Agreement unless
specifically stated otherwise in the applicable provisions of this Unit
Agreement.

                        (i) PRIVATE PLACEMENT LEGEND. Each Global Unit and each
         Definitive Unit (and all Units issued in exchange therefor or
         substitution thereof) shall bear the legend in substantially the
         following form:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT
                  BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN
                  ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF
                  SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE [INDENTURE] [WARRANT
                  AGREEMENT] PURSUANT TO WHICH THIS SECURITY IS ISSUED) AND IN
                  ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER JURISDICTION. EACH PURCHASER OF
                  THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
                  SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
                  SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
                  THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE
                  HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT
                  OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE
                  SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
                  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
                  PURCHASER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
                  904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
                  REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
                  ANY APPLICABLE SECURITIES




                                       11
<PAGE>

                  LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
                  JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
                  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
                  SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH
                  IN (A) ABOVE."

                        (ii) GLOBAL UNIT LEGEND. Each Global Unit shall bear a
         legend in substantially the following form:

                           "THIS GLOBAL UNIT IS HELD BY THE DEPOSITARY (AS
                  DEFINED IN THE UNIT AGREEMENT GOVERNING THIS UNIT) OR ITS
                  NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
                  HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
                  CIRCUMSTANCES EXCEPT THAT (I) THE UNIT AGENT MAY MAKE SUCH
                  NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.6 OF
                  THE UNIT AGREEMENT, (II) THIS GLOBAL UNIT MAY BE EXCHANGED IN
                  WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.6(A) OF THE UNIT
                  AGREEMENT, (III) THIS GLOBAL UNIT MAY BE DELIVERED TO THE UNIT
                  AGENT FOR CANCELLATION PURSUANT TO SECTION 3.11 OF THE UNIT
                  AGREEMENT AND (IV) THIS GLOBAL UNIT MAY BE TRANSFERRED TO A
                  SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
                  COMPANY."

                        (iii) REGULATION S TEMPORARY GLOBAL UNIT LEGEND. The
         Regulation S Temporary Global Unit shall bear a legend in substantially
         the following form:

                           "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
                  GLOBAL UNIT, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
                  EXCHANGE FOR CERTIFICATED UNITS, ARE AS SPECIFIED IN THE UNIT
                  AGREEMENT. NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
                  THIS REGULATION S TEMPORARY GLOBAL UNIT SHALL BE ENTITLED TO
                  RECEIVE PAYMENT OF INTEREST HEREON."

                  (g) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL UNITS. At such
time as all beneficial interests in a particular Global Unit have been exchanged
for Definitive Units or a particular Global Unit has been redeemed, repurchased
or canceled in whole and not in part, each such Global Unit shall be returned to
or retained and canceled by the Unit Agent in accordance with Section 3.11
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Unit is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Unit or for
Definitive Units, the aggregate number of Units represented by such Global Unit
shall be reduced accordingly and an endorsement shall be made on such Global
Unit by the Unit Agent or by the Depositary at the direction of the Unit Agent
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Unit, such other Global Unit shall be
increased accordingly and an endorsement shall be made on such Global Unit by
the Unit Agent or by the Depositary at the direction of the Unit Agent to
reflect such increase.


                                       12
<PAGE>

                  (h) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                        (i) To permit registrations of transfers and exchanges,
         the Issuers shall execute and the Unit Agent shall authenticate Global
         Units and/or Definitive Units upon the Issuers' order or at the Unit
         Registrar's request.

                        (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Unit or to a Holder of a Definitive
         Unit for any registration of transfer or exchange, but the Issuers may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Section 3.10 hereof).

                        (iii) The Unit Registrar shall not be required to
         register the transfer of or exchange any Unit selected for redemption
         in whole or in part, except the unredeemed portion of any Unit being
         redeemed in part.

                        (iv) All Global Units and/or Definitive Units issued
         upon any registration of transfer or exchange of Global Units or
         Definitive Units shall be the valid obligations of the Issuers,
         evidencing the same right or debt and entitled to the same benefits
         under this Unit Agreement, as the Global Units or Definitive Units
         surrendered upon such registration of transfer or exchange.

                        (v) Prior to due presentment for the registration of a
         transfer of any Unit, the Unit Agent, any Agent and the Issuers may
         deem and treat the Person in whose name any Unit is registered as the
         absolute owner of such Unit for the purpose of receiving payment of
         principal of and interest and Liquidated Damages, if any, on such Units
         and for all other purposes, and none of the Unit Agent, any Agent or
         the Issuers shall be affected by notice to the contrary.

                        (vi) The Unit Agent shall countersign Global Units
         and/or Definitive Units in accordance with the provisions of Section
         3.2 hereof.

                        (vii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 3.6 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  Section 3.7. REPLACEMENT UNITS. If any mutilated Unit is
surrendered to the Unit Agent or the Issuers and the Unit Agent and the Issuers
receives evidence to their satisfaction of the destruction, loss or theft of any
Unit and the Issuers shall issue and the Unit Agent, upon receipt of an order to
authenticate the Units, shall authenticate a replacement Unit if the Unit
Agent's requirements are met. If required by the Unit Agent or the Issuers, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Unit Agent and the Issuers to protect the Issuers, the Unit Agent, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Unit is replaced. The Issuers may charge for their expenses in replacing a
Unit.

                  Every replacement Unit is an additional obligation of the
Issuers and the Guarantor and shall be entitled to all of the benefits of this
Unit Agreement equally and proportionately with all other Units duly issued
hereunder.



                                       13
<PAGE>

                  Section 3.8. OUTSTANDING UNITS. The Units outstanding at any
time are all the Units authenticated by the Unit Agent except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Unit effected by the Unit Agent in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 3.9 hereof, a Unit does not cease to be outstanding because the
Issuers or an Affiliate of the Issuers holds the Unit.

                  If a Unit is replaced pursuant to Section 3.7 hereof, it
ceases to be outstanding unless the Unit Agent receives proof satisfactory to it
that the replaced Unit is held by a bona fide purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.01 of the Indenture, it ceases to be outstanding and interest on it
ceases to accrue.

                  If the Paying Agent (other than the Issuers, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                  Section 3.9. TREASURY UNITS. In determining whether the
Holders of the required amount of Units have concurred in any direction,
waiver or consent, Units owned by the Issuers, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuers, shall be considered as though not outstanding,
except that for the purposes of determining whether the Unit Agent shall be
protected in relying on any such direction, waiver or consent, only Units
that the Unit Agent knows are so owned shall be so disregarded.

                  Section 3.10. TEMPORARY UNITS. Until certificates representing
Units are ready for delivery, the Issuers may prepare and the Unit Agent, upon
receipt of a Unit Authentication Order, shall authenticate temporary Units.
Temporary Units shall be substantially in the form of certificated Units but may
have variations that the Issuers consider appropriate for temporary Units and as
shall be reasonably acceptable to the Unit Agent. Without unreasonable delay,
the Issuers shall prepare and, upon receipt of a Unit Authentication Order, the
Unit Agent shall authenticate Definitive Units in exchange for temporary Units.

                  Holders of temporary Units shall be entitled to all of the
benefits of this Unit Agreement.

                  Section 3.11. CANCELLATION. The Issuers at any time may
deliver Units to the Unit Agent for cancellation. The Registrar and Paying Agent
shall forward to the Unit Agent any Units surrendered to them for registration
of transfer, exchange or payment. The Unit Agent and no one else shall cancel
all Units surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy canceled Units (subject to the
record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Units shall be delivered to the Issuers. The Issuers
may not issue new Units to replace Units that it has paid or that have been
delivered to the Unit Agent for cancellation.

                  Section 4. RIGHTS OF UNIT HOLDERS. The registered owner of a
Unit Certificate shall have all the rights and privileges of a registered owner
of the aggregate principal amount of Notes represented thereby and the number of
Warrants represented thereby and shall be treated as the registered owner
thereof for all purposes.


                                       14
<PAGE>

                  Section 5. UNIT AGENT. The Unit Agent undertakes the duties
and obligations imposed by this Agreement upon the following terms and
conditions, by which the Issuers and the holders of Units, by their acceptance
thereof, shall be bound:

                  (a) The statements contained herein and in the Unit
Certificates shall be taken as statements of the Issuers, and the Unit Agent
assumes no responsibility for the correctness of any of the same except such as
expressly describe the Unit Agent. The Unit Agent assumes no responsibility with
respect to the distribution of the Unit Certificates except as herein otherwise
specifically provided.

                  (b) The Unit Agent shall not be responsible for any failure of
the Issuers to comply with any of the covenants in this Unit Agreement, the Unit
Certificates, the Warrant Agreements or the Indenture. The Unit Agent shall not
be required to ascertain in any manner whether the Applicable Procedures or
securities laws are being complied with.

                  (c) The Unit Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Issuers and the Guarantor) and
the Unit Agent shall incur no liability or responsibility to the Issuers or to
any holder of any Unit in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or the advice of such
counsel.

                  (d) The Unit Agent shall incur no liability or responsibility
to the Issuers or to any holder of any Unit Certificate for any action taken in
reliance on any Unit Certificate, certificate of shares, notice, resolution,
waiver, consent, order, certificate, or other paper, document or instrument
believed by the Unit Agent to be genuine and to have been signed, sent or
presented by the proper party or parties.

                  (e) The Issuers agree to pay to the Unit Agent compensation
for all services rendered by the Unit Agent in connection with the execution and
performance of this Unit Agreement at such rates as have been separately agreed
to by the Issuers and the Unit Agent and to reimburse the Unit Agent for all
expenses, taxes and governmental charges and other charges of any kind and
nature incurred by the Unit Agent in the execution and performance of this Unit
Agreement. The Issuers shall indemnify the Unit Agent and its agents and save
each of them harmless against any and all losses, liabilities and expenses,
including judgments, costs and reasonable counsel fees and the costs and
reasonable expenses of investigating or defending any claim of such liability,
for any action taken or omitted by the Unit Agent or its agents in the execution
of and performance of its obligations under this Unit Agreement except as a
result of its negligence, willful misconduct or bad faith. The Unit Agent shall
notify the Issuers promptly of any claim for which it may seek indemnity;
PROVIDED that failure by the Unit Agent to so notify the Issuers shall not
relieve its obligations hereunder, except to the extent the Issuers are
materially prejudiced as a result of such failure. The Issuers shall defend the
claim and the Unit Agent shall cooperate in the defense at the Issuers' expense;
PROVIDED that the Issuers must consult with the Unit Agent with respect to the
conduct of such defense. The Unit Agent may have separate counsel reasonably
acceptable to the Issuers, and the Issuers shall pay the reasonable fees and
expenses of such counsel. The Issuers need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

                  (f) The Unit Agent shall be under no obligation to consider
instituting any action, suit or legal proceeding or taking any other action
likely to involve expense unless the Issuers or one or more registered holders
of Unit Certificates shall furnish the Unit Agent with security and indemnity
reasonably satisfactory to it for any costs and expenses which may be incurred,
but this provision shall not affect the power of the Unit Agent to take such
action as it may consider proper, whether with or



                                       15
<PAGE>

without any such security or indemnity. All rights of action under this Unit
Agreement or under any of the Units may be enforced by the Unit Agent without
the possession of any of the Unit Certificates or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Unit Agent shall be brought in its name as Unit
Agent and any recovery of judgment shall be for the ratable benefit of the
registered holders of the Units, as their respective rights or interests may
appear.

                  (g) The Unit Agent, and any stockholder, director, officer or
employee of it, may buy, sell or deal in any of the Units or other securities of
the Issuers or become pecuniarily interested in any transaction in which the
Issuers may be interested, or contract with or lend money to the Issuers or
otherwise act as fully and freely as though it were not the Unit Agent under
this Unit Agreement. Nothing herein shall preclude the Unit Agent from acting in
any other capacity for the Issuers or for any other legal entity.

                  (h) The Unit Agent shall act hereunder solely as agent for the
Issuers, its duties shall be determined solely by the provisions hereof and no
implied covenants or obligations shall be read into this Unit Agreement against
the Unit Agent. The Unit Agent shall not be liable for anything which it may do
or refrain from doing in connection with this Unit Agreement except for its own
negligence, willful misconduct or bad faith.

                  Section 6. CHANGE OF UNIT AGENT. The Unit Agent may resign at
any time by so notifying the Issuers. If the Unit Agent shall resign or become
incapable of acting as Unit Agent, the Issuers shall appoint a successor to such
Unit Agent. If the Issuers shall fail to make such appointment within a period
of 30 days after they have been notified in writing of such incapacity or
resignation by the Unit Agent or by the registered holder of a Unit Certificate,
then the registered holder of any Unit Certificate or the Unit Agent may apply
to any court of competent jurisdiction for the appointment of a successor to the
Unit Agent. Pending appointment of a successor to such Unit Agent, either by the
Issuers or by such a court, the duties of the Unit Agent shall be carried out by
the Issuers. After appointment, the successor to the Unit Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Unit Agent without further act or deed; but the former Unit
Agent, after the payment of all outstanding amounts owed to it hereunder, shall
deliver and transfer to the successor to the Unit Agent any property at the time
held by it hereunder and execute and deliver any further assurance, conveyance,
act or deed necessary for such purpose. Failure to give any notice provided for
in this Section 6, however, or any defect therein, shall not affect the legality
or validity of the appointment of a successor to the Unit Agent. The provisions
of Section 5 with respect to any Unit Agent shall survive such Unit Agents
resignation or removal and the termination of this Agreement.

                  Section 7. SUCCESSOR UNIT AGENT BY MERGER, ETC. If the Unit
Agent consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall, if
such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Unit Agent.

                  Section 8. NOTICES TO THE ISSUERS AND UNIT AGENT, TRUSTEE,
WARRANT AGENT AND TRANSFER AGENT. Any notice or demand authorized by this
Agreement to be given or made to or on the Issuers shall be sufficiently given
or made when and if telecopied to the number indicated below or deposited in the
mail, first class or registered, postage paid, addressed (until another telecopy
number or address is filed in writing by the Issuers with the Unit Agent, the
Trustee and the Warrant Agent), as follows:


                                       16
<PAGE>

                  O'Sullivan Industries, Inc.
                  O'Sullivan Industries Holdings, Inc.
                  1900 Gulf Street
                  Lamar, Missouri 64759
                  Telecopier No.: (417) 682-8113
                  Attention:  Rowland H. Geddie, III, Esq.

         With a copy to:

                  Kirkland & Ellis
                  International Financial Centre
                  Old Broad Street
                  London EC2N 1HQ, UK
                  Telecopier No.:  44 171 816-8800
                  Attention:  M. Gilbey Strub, Esq.

                  In case the Issuers shall fail to maintain such office or
shall fail to give such notice of any change in the location thereof,
presentations may be made and notices and demands may be served at the principal
office of the Unit Agent.

                  Any notice pursuant to this Unit Agreement to be given by the
Issuers or by registered holder(s) of any Unit Certificate to the Unit Agent,
the Trustee or the Warrant Agent shall be sufficiently given when and if
telecopied to the number indicated below or deposited in the mail, first class
or registered, postage prepaid, addressed (until another telecopy number or
address is filed in writing by the Unit Agent, the Trustee and the Warrant Agent
with the Issuers), as follows:

                  Norwest Bank Minnesota, National Association
                  N9303-120
                  Sixth and Marquette
                  Minneapolis, MN  55479
                  Facsimile No.: (612) 667-9825
                  Attention:  Corporate Trust Services

                  Any notice to be mailed to a registered holder of Units shall
be mailed to each holder at its address as it appears on the register of Units
maintained by the Unit Agent. Copies of any such communication shall also be
mailed to the Unit Agent, the Trustee and the Warrant Agent. The Unit Agent
shall furnish the Issuers, the Trustee or the Warrant Agent promptly when
requested with a list of registered holders of Units for the purpose of mailing
any notice or communication to the registered holders of the Units, the Notes or
the Warrants and at such other times as may be reasonably requested.

                  Section 9. SUPPLEMENTS AND AMENDMENTS. The Issuers and the
Unit Agent may from time to time supplement or amend this Unit Agreement without
the approval of any registered holders of Units in order to cure any ambiguity
or to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the
Issuers, the Trustee, the Warrant Agent and the Unit Agent may deem necessary or
desirable and which shall not, as evidenced by an opinion of counsel delivered
to the Unit Agent, the Trustee and the Warrant Agent, in any way adversely
affect the interests of the registered holders of Units. Any amendment or
supplement to this Unit Agreement that has a material adverse effect on the
interests of Unit holders shall require the written consent of the registered




                                       17
<PAGE>

holders of not less than a majority of the outstanding Units. Each of the Unit
Agent, the Trustee and the Warrant Agent shall be entitled to receive and,
subject to Section 5, shall be fully protected in relying upon an officers'
certificate and opinion of counsel as conclusive evidence that any such
amendment or supplement is authorized or permitted hereunder, that it is not
inconsistent herewith, and that it will be valid and binding upon the Issuers in
accordance with its terms. The Issuers may not sign any amendment or supplement
until the Issuers' board of directors approves it.

                  Section 10. SUCCESSORS. All the covenants and provisions of
this Unit Agreement by or for the benefit of the Issuers, the Trustee, the
Warrant Agent or the Unit Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

                  Section 11. GOVERNING LAW. THIS UNIT AGREEMENT AND EACH UNIT
CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

                  Section 12. BENEFITS OF THIS UNIT AGREEMENT. Nothing in this
Unit Agreement shall be construed to give to any person or corporation other
than the Issuers, the Trustee, the Warrant Agent, the Unit Agent and the
registered holders of the Units any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Issuers, the Trustee, the Warrant Agent, the Unit Agent and the
registered holders of the Unit Certificates.

                  Section 13. COUNTERPARTS. This Unit Agreement may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                  Section 14. HEADINGS. The headings in this Unit Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning of any provision hereof.

                  Section 15. SEVERABILITY. The provisions of this Unit
Agreement are severable, and if any clause or provision shall be held invalid,
illegal or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect in that jurisdiction only such
clause or provision, or part thereof, and shall not in any manner affect such
clause or provision in any other jurisdiction or any other clause or provision
of this Unit Agreement in any jurisdiction.

                  Section 16. TERMINATION. This Unit Agreement shall terminate
and be of no further force and effect upon the 30th day following the Separation
Date, unless extended in writing by all the parties hereto.


                            [SIGNATURE PAGE FOLLOWS]



                                       18
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this Unit
Agreement to be duly executed, as of the day and year first above written.

                                      O'SULLIVAN INDUSTRIES, INC.

                                      By: /s/ Richard D. Davidson
                                         ------------------------------------
                                         Name:
                                         Title:

                                      O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                                      By: /s/ Richard D. Davidson
                                         ------------------------------------
                                         Name:
                                         Title:

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION
                                         as Unit Agent

                                      By: /s/ Timothy P. Mowdy
                                         ------------------------------------
                                          Name:
                                          Title:

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION
                                         as Trustee

                                      By: /s/ Timothy P. Mowdy
                                         ------------------------------------
                                          Name:
                                          Title:

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION
                                         as Warrant Agent

                                      By: /s/ Timothy P. Mowdy
                                         ------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                       O'SULLIVAN INDUSTRIES - VIRGINIA, INC.

                                      By: /s/ Richard D. Davidson
                                         ------------------------------------
                                          Name:
                                          Title: