<PAGE>

                                                                EXHIBIT 10.12(J)

                                                                  EXECUTION COPY

================================================================================



                 SERIES C CONVERTIBLE PREFERRED STOCK ISSUANCE
                          AND RESTRUCTURING AGREEMENT

                                  dated as of

                                April 12, 2002

                                 by and among

                            PLANVISTA CORPORATION,

              THE "LENDERS" LISTED ON THE SIGNATURE PAGES HERETO,

                                      and

                     WACHOVIA BANK, NATIONAL ASSOCIATION.
                            as Administrative Agent

================================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         Page

                                   ARTICLE I
                                  DEFINITIONS
<S>                                                                      <C>
Section 1.1  Defined Terms................................................  2
Section 1.2  Miscellaneous................................................  6

                                   ARTICLE II
             ISSUANCE OF SERIES C PREFERRED STOCK AND RESTRUCTURING

Section 2.1  Authorization of Shares......................................  7
Section 2.2  Issuance of Series C Preferred Stock.........................  7
Section 2.3  Credit Agreement.............................................  7

                                  ARTICLE III
                               CLOSING, DELIVERY

Section 3.1  The Closing.................................................   7
Section 3.2  Delivery....................................................   7

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1  Corporate Existence and Power...............................   8
Section 4.2  Subsidiaries................................................   8
Section 4.3  Capitalization; Voting Rights...............................   8
Section 4.4  Authorization; Binding Obligations..........................  10
Section 4.5  SEC Reports; Financial Statements...........................  10
Section 4.6  Offering Valid..............................................  11
Section 4.7  Certain Agreements or Obligations...........................  11
Section 4.8  Compliance with Law; Governmental Approvals.................  12
Section 4.9  Tax Returns and Payments....................................  12
Section 4.10  Franchises, Intellectual Property and Computer Equipment...  13
Section 4.11  Environmental Matters......................................  13
Section 4.12  ERISA......................................................  13
Section 4.13  Government Regulation......................................  14
Section 4.14  Material Contracts.........................................  14
Section 4.15  Employee Relations.........................................  14
Section 4.16  Burdensome Provisions......................................  14
Section 4.17  No Material Adverse Change; No Restricted Payment..........  14
Section 4.18  Titles to Properties; Real Property........................  15
Section 4.19  Liens......................................................  15
Section 4.20  Indebtedness and Guaranty Obligations......................  16
Section 4.21  Litigation.................................................  16
Section 4.22  Absence of Defaults........................................  16
</TABLE>

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>

                                                                          Page
<S>                                                                       <C>
Section 4.23  No Broker..................................................  16
Section 4.24  Inactive Subsidiaries......................................  16
Section 4.25  Restructured Notes.........................................  16
Section 4.26  Accuracy and Completeness of Information...................  17
Section 4.27  Survival of Representations and Warranties, etc............  17

                                   ARTICLE V
                REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Section 5.1  Requisite Power and Authority...............................  17
Section 5.2  Investment Representations..................................  18
Section 5.3  Litigation..................................................  18
Section 5.4  No Broker...................................................  18

                                   ARTICLE VI
                   COVENANTS OF THE COMPANY AND THE INVESTORS

Section 6.1  Efforts.....................................................  18
Section 6.2  Reservation of Shares.......................................  18
Section 6.3  Regulatory and Other Authorizations; Notices and Consents...  19
Section 6.4  NYSE Listing................................................  19
Section 6.5  Appointment of Directors....................................  19
Section 6.6  Adjustment of Conversion Price..............................  19

                                  ARTICLE VII
                             CONDITIONS TO CLOSING

Section 7.1  Conditions to Obligations of the Investors..................  19
Section 7.2  Conditions to Obligations of the Company....................  21

                                  ARTICLE VIII
                                INDEMNIFICATION

Section 8.1  Survival of Representations and Warranties..................  22
Section 8.2  Indemnification.............................................  22
Section 8.3  Non-Exclusive Remedy........................................  23
Section 8.4  Certain Limitations.........................................  23

                                   ARTICLE IX
                                 MISCELLANEOUS

Section 9.1  Expenses....................................................  23
Section 9.2  No Guarantee of Indebtedness................................  23
Section 9.3  Notices.....................................................  24
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                      <C>
Section 9.4  No Waiver, Remedies Cumulative..............................  24
Section 9.5  Delays or Omissions.........................................  24
Section 9.6  Counterparts................................................  24
Section 9.7  Headings Descriptive........................................  24
Section 9.8  Entire Agreement; Supersedes Prior Agreement................  25
Section 9.9  Severability................................................  25
Section 9.10  Amendment or Waiver........................................  25
Section 9.11  Governing Law and Jurisdiction.............................  25
Section 9.12  Successors and Assigns.....................................  25
</TABLE>

                                       iii
<PAGE>

EXHIBITS
Exhibit A    -   Series C Certificate of Designation
Exhibit B    -   Amended and Restated Certificate of Incorporation
Exhibit C    -   Stockholders Agreement
Exhibit D    -   Bylaws
Exhibit E    -   Legal Opinions of Fowler White and McGuire Woods

SCHEDULES

Schedule 2.2     -   Issuance of Series C Preferred Stock
Schedule 4.2(a)  -   Subsidiaries
Schedule 4.2(b)  -   Investments
Schedule 4.3(c)  -   Equity Securities; Repurchase Obligations, Price
                     Adjustments
Schedule 4.7(a)  -   Certain Related Party Agreements
Schedule 4.7(b)  -   Indebtedness and Guarantee to and Contracts with Related
                     Parties
Schedule 4.8     -   Required Consents and Government Approvals
Schedule 4.12    -   ERISA matters
Schedule 4.14    -   Material Contracts
Schedule 4.15    -   Employee Matters
Schedule 4.18    -   Real Property Matters
Schedule 4.19    -   Liens
Schedule 4.20    -   Indebtedness and Guarantees
Schedule 4.21    -   Litigation
Schedule 4.23    -   No Broker
<PAGE>

                             PLANVISTA CORPORATION

                 SERIES C CONVERTIBLE PREFERRED STOCK ISSUANCE
                          AND RESTRUCTURING AGREEMENT

          SERIES C CONVERTIBLE PREFERRED STOCK ISSUANCE AND RESTRUCTURING
AGREEMENT (this "Agreement"), dated as of April 12, 2002, among PLANVISTA
CORPORATION (f/k/a HealthPlan Services Corporation), a Delaware corporation (the
"Company"), the "LENDERS" LISTED ON THE SIGNATURE PAGES HERETO (individually
referred to herein as a "Lender", collectively, the "Lenders") and WACHOVIA
BANK, NATIONAL ASSOCIATION, as administrative agent for and as representative on
behalf of the Lenders (in such capacity, the "Administrative Agent").

                                R E C I T A L S
                                - - - - - - - -

          WHEREAS, the Company has agreed on the terms set forth below to issue
to the Lenders (each Lender, in its capacity as a purchaser hereunder, an
"Investor," and collectively in such capacity, the "Investors") 29,000 shares of
Series C Convertible Preferred Stock, par value $0.01 per share  (the "Series C
Preferred Stock") in consideration for and in satisfaction of indebtedness in
the amount of $29,000,000 currently owing to the Lenders by the Company under
the Existing Credit Agreement (as defined below);

          WHEREAS, simultaneously and in connection with the issuance of such
shares of Series C Preferred Stock, the Lenders have agreed to amend and restate
the terms of the existing Second Amended and Restated Credit Agreement dated as
of June 8, 2000 between the Company, the Lenders and the Administrative Agent
(as amended through the date hereof and as such agreement or any provision
thereof may have otherwise been amended, restated, supplemented, waived or
otherwise modified from time to time prior to the date hereof, the "Existing
Credit Agreement");

          WHEREAS, the Company desires that the Lenders and the Administrative
Agent enter into the Third Amended and Restated Credit Agreement of even date
herewith (as amended, restated, supplemented or modified from time to time in
accordance with the terms thereof, the "Credit Agreement") among the Company,
PlanVista Solutions, Inc. (f/k/a National Preferred Provider Network, Inc.), a
New York corporation and wholly-owned subsidiary of the Company ("PVSI") (PVSI
and the Company being collectively referred to hereinafter as the "Borrowers"
and sometimes individually as a "Borrower"), the Lenders and the Administrative
Agent;

          WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the Lenders' obligation to make Loans (as defined in the Credit
Agreement).

          NOW, THEREFORE, for good and valuable consideration, the receipt of
which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:
<PAGE>

                                   ARTICLE I
                                  DEFINITIONS

          Section 1.1  Defined Terms.  All capitalized terms used herein and not
                       -------------
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Credit Agreement. For purposes of this Agreement, the following
terms shall have the meanings herein specified unless the context requires
otherwise. Defined terms in this Agreement shall include in the singular number
the plural and in the plural the singular.

          "Administrative Agent" means Wachovia Bank, National Association, in
           --------------------
its capacity as  Administrative Agent for and as representative on behalf of the
Lenders, and any successor thereto appointed pursuant to the Credit Agreement.

          "Agreement" means this Agreement, as the same may be from time to time
           ---------
further modified, amended, amended and restated and/or supplemented together
with all Exhibits and Schedules attached hereto or expressly incorporated herein
by reference.

          "Applicable Law" means all applicable provisions of constitutions,
           --------------
laws, statutes, ordinances, rules, treaties, regulations, permits, licenses,
approvals, interpretations and orders of all Governmental Authorities and all
orders and decrees of all courts and arbitrators.

          "Board" means the Board of Directors of the Company.
           -----

          "Borrower" has the meaning provided in the Recitals to this Agreement.
           --------

          "Business Day" means for all purposes any day other than a Saturday,
           ------------
Sunday or legal holiday on which banks in Charlotte, North Carolina or New York,
New York, are open for the conduct of their commercial banking business.

          "Bylaws" has the meaning provided in Section 4.1.
           ------                              -----------

          "Certificate of Designation" has the meaning provided in Section 2.1.
           --------------------------                              -----------

          "Closing" has the meaning provided in Section 3.1.
           -------                              -----------

          "Closing Date" has the meaning provided in Section 3.1.
           ------------                              -----------

          "Code" means the Internal Revenue Code of 1986, and the rules and
           ----
regulations thereunder, each as amended, supplemented or otherwise modified.

          "Common Stock" has the meaning provided in Section 4.3.
           ------------                              -----------

          "Company" has the meaning provided in the Preamble to this Agreement.
           -------

          "Company Indemnitees" has the meaning provided in Section 8.2(b).
           -------------------                              --------------

          "Company Indemnitor" has the meaning provided in Section 8.2(b).
           ------------------                              --------------

                                       2
<PAGE>

          "control" (including the terms "controlled by" and "under common
           -------
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, as trustee or executor, by contract or
otherwise.

          "Conversion Shares" has the meaning provided in Section 2.1.
           -----------------                              -----------

          "Credit Agreement" has the meaning provided in the Recitals to this
           ----------------
Agreement.

          "Damages" has the meaning provided in Section 8.2.
           -------                              -----------

          "Employee Benefit Plan" has the meaning assigned to such term in the
           ---------------------
Credit Agreement.

          "Encumbrance" means any security interest, pledge, mortgage, lien
           -----------
(statutory or other), charge, option to purchase, lease or otherwise acquire any
interest or any claim, restriction, covenant, title defect, hypothecation,
assignment, deposit arrangement or other encumbrance of any kind or any
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement).

          "Environmental Laws" means any and all federal, state and local laws,
           ------------------
statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to
the protection of the environment, including, but not limited to, requirements
pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting,
investigation or remediation of Hazardous Materials.

          "Equity Securities" of a Person means any capital stock or other
           -----------------
equity interest, or other securities convertible into or exercisable or
exchangeable for capital stock or any other rights, warrants or options to
acquire any of the foregoing securities or to participate in the equity of such
Person, such as stock appreciation rights.

          "ERISA" means the Employee Retirement Income Security Act of 1974, and
           -----
the rules and regulations thereunder, each as amended, supplemented or otherwise
modified.

          "ERISA Affiliate" has the meaning assigned to such term in the Credit
           ---------------
Agreement.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           ------------
and the rules and regulations of the SEC promulgated thereunder.

          "Existing Credit Agreement" has the meaning provided in the Recitals
           -------------------------
to this Agreement.

          "GAAP" means generally accepted accounting principles, as recognized
           ----
by the American Institute of Certified Public Accountants and the Financial
Accounting Standards

                                       3
<PAGE>

Board, consistently applied and maintained on a consistent basis for the Company
and its Subsidiaries throughout the period indicated and consistent with the
prior financial practice of the Company and its Subsidiaries.

          "Governmental Approvals" means all authorizations, consents,
           ----------------------
approvals, licenses and exemptions of, registrations and filings with, and
reports to, all Governmental Authorities.

          "Governmental Authority" means any nation, province, state or other
           ----------------------
political subdivision thereof, and any government or any Person exercising
executive, legislative, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

          "Group" has the meaning assigned to it in Section 13(d)(3) of the
           -----
Exchange Act.

          "Guaranty Obligation" has the meaning assigned to such term in the
           -------------------
Credit Agreement.

          "Hazardous Materials" means any substances or materials (a) which are
           -------------------
or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Applicable Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Applicable Law, (d) the discharge or emission or release which requires a
permit or license under any Applicable Law or other Governmental Approval, (e)
which are deemed to constitute a nuisance, or trespass or pose a health or
safety hazard to person or neighboring properties, (f) which are materials
consisting of underground or aboveground storage tanks, whether empty, filled or
partially filled with any substance, or (g) which contain, without limitation,
asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation,
petroleum hydrocarbons, petroleum derived substances or waste, crude oil,
nuclear fuel, natural gas or synthetic gas.

          "Inactive Subsidiary" has the meaning assigned to such term in the
           -------------------
Credit Agreement.

          "Indebtedness" has the meaning assigned to such term in the Credit
           ------------
Agreement.

          "Indemnitees" has the meaning provided in Section 8.2(b).
           -----------                              --------------

          "Indemnitors" has the meaning provided in Section 8.2(b).
           -----------                              --------------

          "Initial Shares" means the 29,000 shares of Series C Preferred Stock
           --------------
to be issued to the Investors at the Closing hereunder.

          "Initial Share Consideration Amount" has the meaning provided in
           ----------------------------------
Section 2.2.
-----------

          "Intellectual Property" means all patents, trademarks, tradenames,
           ---------------------
copyrights, technology, know-how and processes used in or necessary for the
conduct of the business of the

                                       4
<PAGE>

Company and its Subsidiaries as currently conducted that are material to the
condition (financial or otherwise), business or operations of the Company and
its Subsidiaries, taken as a whole.

          "Investor Indemnitees" has the meaning provided in Section 8.2(a).
           --------------------                              --------------

          "Investor Indemnitor" has the meaning provided in Section 8.2(a).
           -------------------                              --------------

          "Investors" has the meaning provided in the Recitals to this
           ---------
Agreement.

          "Issuance of Series C Preferred Stock" has the meaning provided in
           ------------------------------------
Section 2.2.
-----------

          "Lenders" has the meaning provided in the Preamble to this Agreement.
           -------

          "Lien" means any lien, mortgage, pledge, assignment, security
           ----
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

          "Loan Documents" has the meaning assigned to such term in the Credit
           --------------
Agreement.

          "Loans" has the meaning assigned to such term in the Credit Agreement.
           -----

          "Material Adverse Effect" means a material adverse effect upon (a) the
           -----------------------
business, condition (financial or otherwise), operations, performance, prospects
or properties of the Company or any Subsidiary of the Company or (b) the ability
of the Company to consummate the transactions contemplated by the Series C
Documents or perform its obligations thereunder.

          "Material Contract" has the meaning assigned to such term in the
           -----------------
Credit Agreement.

          "Multiemployer Plan" has the meaning assigned to such term in the
           ------------------
Credit Agreement.

          "NYSE" has the meaning provided in Section 6.4.
           ----                              -----------

          "Obligations" has the meaning assigned to such term in the Credit
           -----------
Agreement.

          "Person" means an individual, corporation, limited liability company,
           ------
partnership, association, trust, business trust, joint venture, joint stock
company, pool, syndicate, sole proprietorship, unincorporated organization,
Governmental Authority or any other form of entity or group thereof.

          "PIK Shares" means the shares of Series C Preferred Stock to be issued
           ----------
in payment of dividends on the Series C Preferred Stock upon the Company's
election to do so under the Certificate of Designation.

          "Preferred Stock" has the meaning provided in Section 4.3.
           ---------------                              -----------

                                       5
<PAGE>

          "Restated Certificate" has the meaning provided in Section 2.1.
           --------------------                              -----------

          "Restructured Notes" has the meaning provided in Section 7.1(l).
           ------------------                              --------------

          "Restructuring" has the meaning provided in Section 2.3.
           -------------                              -----------

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations of the SEC promulgated thereunder.

          "SEC" means, at any time, the Securities and Exchange Commission or
           ---
any other federal agency then administering the Securities Act and other federal
securities laws.

          "SEC Reports" has the meaning provided in Section 4.5(a).
           -----------                              --------------

          "Series C Documents" has the meaning provided in Section 4.8(a).
           ------------------                              --------------

          "Series C Preferred Stock" has the meaning provided in the Recitals to
           ------------------------
this Agreement.

          "Shares" means the Initial Shares and the PIK Shares.
           ------

          "Stock Option Plans" means the HealthPlan Services Corporation 1996
           ------------------
Employee Stock Option Plan, the Amended and Restated HealthPlan Services
Corporation 1996 Employee Stock Option Plan, the HealthPlan Services Corporation
1995 Incentive Equity Plan and the 1995 HealthPlan Services Corporation
Directors Stock Option Plan, together with all option agreements pursuant to
which stock options have been granted outside of such plans.

          "Stockholders Agreement" has the meaning provided in Section 4.1.
           ----------------------                              -----------

          "Subsidiary" means (i) any corporation of which a majority of the
           ----------
securities entitled to vote generally in the election of directors thereof, at
the time as of which any determination is being made, are owned by another
entity, either directly or indirectly, and (ii) any joint venture, general or
limited partnership, limited liability company or other legal entity in which an
entity is the record or beneficial owner, directly or indirectly, of a majority
of the voting interests or the general partner.

          "Taxes" means all taxes, charges, fees, levies, penalties or other
           -----
assessments imposed by any United States federal, state, local or foreign taxing
authority, including, but not limited to, income, excise, property, sales and
use, transfer, franchise, payroll, withholding, social security or other taxes,
including any interest, penalties or additions attributable thereto.

          "Tax Return" means any return, report, information return or other
           ----------
document (including any related or supporting information) filed or required to
be filed with any taxing authority with respect to Taxes.

          Section 1.2  Miscellaneous.  The words "hereof", "herein" and
                       -------------
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. The use in this Agreement of the word

                                       6
<PAGE>

"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

                                  ARTICLE II
            ISSUANCE OF SERIES C PREFERRED STOCK AND RESTRUCTURING

          Section 2.1  Authorization of Shares.  The Company has authorized (i)
                       -----------------------
the issuance to the Investors of up to 40,000 shares of Series C Preferred Stock
comprising of the Initial Shares and the PIK Shares (collectively, the "Shares")
                                                                        ------
and (ii) the issuance of shares of Common Stock to be issued upon conversion of
the Shares (the "Conversion Shares").  The Shares shall have the rights,
                 ----------------
preferences, privileges and restrictions set forth in the Series C Certificate
of Designation of the Company in the form attached hereto as Exhibit A (the
                                                             ---------
"Certificate of Designation") and the Conversion Shares shall have the rights,
---------------------------
preferences, privileges and restrictions set forth in the Amended and Restated
Certificate of Incorporation of the Company, as amended through the date hereof,
attached hereto as Exhibit B (the "Restated Certificate").
                   ---------       --------------------

          Section 2.2  Issuance of Series C Preferred Stock.  Subject to the
                       ------------------------------------
terms and conditions hereof, at the Closing, the Company shall issue to the
Investors the Initial Shares (the "Issuance of Series C Preferred Stock") in
                                   ------------------------------------
consideration for and in satisfaction of indebtedness in the sum of $29,000,000
under the Existing Credit Agreement (the "Initial Share Consideration Amount").
                                          ----------------------------------
The number of Initial Shares to be issued to each Investor shall be equal to the
amount set forth opposite such Investor's name on Schedule 2.2 attached hereto.
                                                  ------------
The Company and the Investors agree to treat the Initial Shares as having a fair
market value of $29,000,000 for federal and state income tax purposes and to
file their respective Tax Returns consistently therewith.

          Section 2.3  Credit Agreement.  Subject to the terms and conditions
                       ----------------
hereof, at the Closing, the Company, each Investor and the Administrative Agent
hereby agree to enter into the Credit Agreement and the other Loan Documents
(the consummation of the transactions contemplated by the Credit Agreement and
the other Loan Documents together with the Issuance of Series C Preferred Stock
and the other transactions contemplated hereby, collectively referred to herein
as the "Restructuring").
        -------------

                                  ARTICLE III
                               CLOSING, DELIVERY

          Section 3.1  The Closing.  The closing of the Restructuring (the
                       -----------
"Closing") shall take place on April 12, 2002 (such date, the "Closing Date"),
 -------                                                       ------------
at the offices of O'Melveny & Myers LLP, 153 East 53rd Street, New York, NY, or
at such other location as may be mutually agreed by the Company and the
Investors.

                                       7
<PAGE>

     Section 3.2    Delivery.  At the Closing, subject to the terms and
                    --------
conditions hereof, the Company shall deliver to the Investors certificates
evidencing the Initial Shares to be issued to such Investor in accordance with
Section 2.2, registered in such Investor's or its nominee's name.
-----------

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to each Investor as follows:

     Section 4.1    Corporate Existence and Power.  Each of the Company and its
                    -----------------------------
Subsidiaries is a corporation or other entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of incorporation or
formation, as the case may be, and has all requisite power and authority to own,
lease and operate its properties and assets and to carry on its business as
currently conducted.  The Company has all requisite corporate power and
authority to execute and deliver this Agreement and the Stockholders Agreement
in the form attached hereto as Exhibit C (the "Stockholders Agreement"), to
                               ---------       ----------------------
issue the Shares and the Conversion Shares and consummate the transactions
contemplated hereby and thereby and to perform its obligations hereunder and
thereunder.  Each of the Company and its Subsidiaries is duly qualified and is
authorized to do business and is in good standing as a foreign corporation or
other entity in all jurisdictions in which the character or location of its
activities and of the properties owned or operated by it makes such
qualification necessary except where the failure to be so qualified would not
have a Material Adverse Effect on the Company and its Subsidiaries.  The Company
has provided to the Investors a complete and correct copy of the Restated
Certificate and of its Bylaws, as amended through the date hereof, attached
hereto as Exhibit D (the "Bylaws").
          ---------       ------

     Section 4.2    Subsidiaries.
                    ------------

     (a) Schedule 4.2(a) accurately sets forth each Subsidiary of the Company,
         ---------------
including its name, place of incorporation or formation, and if not wholly owned
directly or indirectly by the Company, the record ownership as of the date of
this Agreement of all capital stock or other equity interests issued thereby.
All shares of capital stock or other equity interests of any Subsidiary directly
or indirectly owned by the Company have been duly authorized and validly issued,
are fully paid and nonassessable and are directly or indirectly owned by the
Company free and clear of any Encumbrance and have not been issued in violation
of, nor subject to, any preemptive, subscription or other similar rights.

     (b) Except for the Subsidiaries and as set forth on Schedule 4.2(b), the
                                                         ---------------
Company does not own any capital stock, membership interests, security or other
interest in any other Person, and except as set forth on Schedule 4.2(b),
                                                         ---------------
neither the Company nor any of its Subsidiaries has any written, or to the
knowledge of the Company, oral understanding or agreement to provide funds to,
or make any investment (in the form of a loan, capital contribution or
otherwise) in, any other Person.

                                       8
<PAGE>

     Section 4.3    Capitalization; Voting Rights.
                    -----------------------------

     (a) As of April 1, 2002, the capitalization of the Company consisted of the
following:  (i) 100,000,000 shares of Common Stock, par value $0.01 per share
(the "Common Stock"), (1) 15,907,486 shares of which were issued and
      ------------
outstanding, (2) 2,466,037 shares of which were reserved for future issuance
under the Stock Option Plans (of which 1,871,637 shares are reserved for
issuance pursuant to outstanding stock options and 594,400 shares are reserved
for issuance pursuant to stock options and other rights which may be granted in
the future, (3) 1,224,369 shares of which were reserved for issuance upon
conversion of the Restructured Notes referred to in Sections 7.1(l)(i) and
7.1(l)(iv) into shares of Common Stock in connection with the Restructuring, and
(4) ________ shares were reserved for issuance upon conversion of the
Restructured Notes referred to in Section 7.1(l)(ii) and upon exercise of
warrants issued in connection with the restructuring of such notes (the amounts
in the preceding clauses (3) and (4) being subject, nevertheless, to Section 6.6
hereof); (ii) 20,000,000 shares of Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), none of which are issued and outstanding.  All
      ---------------
previously outstanding shares of Preferred Stock designated Series A Preferred
Stock and Series B Preferred Stock have been redeemed and retired, and restored
to the status of authorized, unissued and undesignated Preferred Stock.  The
rights, preferences, privileges and restrictions of the Preferred Stock are as
stated in the Restated Certificate and such other certificates of designations
as have been delivered to Investors on or prior to the date hereof.

     (b) All issued and outstanding shares of the Company's capital stock (i)
have been duly authorized and validly issued, (ii) are fully paid and
nonassessable, (iii) were issued in compliance with all applicable state and
federal laws concerning the issuance of securities and (iv) were not issued in
violation of, or subject to, any preemptive, subscription or other similar
rights of any other Person.

     (c) The Company has delivered to each Investor a copy of each of the
Company's Stock Option Plans.  Schedule 4.3(c) sets forth a true and complete
                               ---------------
summary of Equity Securities of the Company, including all options issued under
the Stock Option Plans, including the holder, issue date, exercise price and
vesting status of such option or other Equity Security.  Except as set forth on
Schedule 4.3(c), other than the 2,466,037 shares reserved for issuance upon the
---------------
exercise of options outstanding or to be granted under the Stock Option Plans,
the stock options issued pursuant to the Stock Option Plans, outstanding
warrants to purchase no shares of Common Stock, and except as may be granted
pursuant to this Agreement, there are no outstanding subscriptions, options,
calls, warrants, rights (including conversion or preemptive rights and rights of
first refusal), proxy or stockholder agreements, agreements or other Equity
Securities of any kind for the purchase or acquisition from the Company or any
Subsidiary of any of their securities, nor has the Company taken or agreed to
take any action to issue or grant the same.  Except as described in this
Agreement or set forth on Schedule 4.3(c), (x) there are no outstanding
                          ---------------
obligations of the Company or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any securities of the Company or any voting or Equity
Securities or interests of any Subsidiary, (y) there is no voting trust, proxy,
stockholder or other agreements or understandings to which the Company or any of
its Subsidiaries or, to the knowledge of the Company, any of its stockholders is
a party or is bound with respect to the voting or transfer of the capital stock
or other voting securities of the Company or any of its Subsidiaries and (z)
there are no other subscriptions, options, calls, warrants or other rights
(including registration rights, whether demand or piggyback registration
rights), agreements, arrangements or commitments of any character relating to
the issued or unissued Equity Securities of the Company or any of its

                                       9
<PAGE>

Subsidiaries to which the Company or any of its Subsidiaries is a party.  Except
as set forth on Schedule 4.3(c), the consummation of the transactions
                ---------------
contemplated by this Agreement and the Stockholders Agreement will not trigger
the anti-dilution provisions or other price adjustment mechanisms of any
outstanding subscriptions, options, calls, warrants, commitments, contracts,
preemptive rights, rights of first refusal, demands, conversion rights or other
Equity Security agreements or arrangements of any character or nature whatsoever
under which the Company is or may be obligated to issue or acquire shares of any
of its capital stock.  The issuance of the Shares (including Conversion Shares)
is not and will not be subject to any preemptive rights, rights of first
refusal, subscription or similar rights that have not been properly waived.

     (d) The Shares have been duly and validly authorized and the Conversion
Shares have been duly and validly reserved for issuance.  Upon issuance of the
Initial Shares, any Shares issued as PIK Shares and the Conversion Shares in
accordance with the provisions of this Agreement and the Certificate of
Designation or the Restated Certificate, as the case may be, such shares will be
duly authorized, validly issued, fully paid and nonassessable, will be delivered
to each Investor free and clear of all Encumbrances (other than limitations on
transfer required by the Securities Act and those placed thereon pursuant to the
Stockholders Agreement) and will have the rights, preferences, privileges and
restrictions set forth in the Certificate of Designation or the Restated
Certificate, as the case may be.

     Section 4.4    Authorization; Binding Obligations.  All corporate action on
                    ----------------------------------
the part of the Company, its officers, directors and stockholders necessary for
the designation of the Series C Preferred Stock, the execution and delivery of
this Agreement, the Stockholders Agreement and the Loan Documents, the
consummation of the transactions contemplated hereby and thereby and the
performance of all obligations of the Company hereunder and thereunder as of the
Closing Date has been taken or will be taken prior to the Closing Date.  The
authorizations taken as described in the preceding sentence provide that neither
the Investors as a group nor any Investor will be an "interested stockholder" of
the Company (as that term is used in Section 203 of the Delaware General
Corporation Law) as a result of their acquisition of the Series C Preferred
Stock, the Conversion Shares, or the consummation of any of the transactions
contemplated by the Series C Documents.  This Agreement, the Stockholders
Agreement and the Loan Documents have been or will be duly executed and
delivered by the Company.  This Agreement is and the Stockholders Agreement and
Loan Documents will be (assuming in each case due execution and delivery by the
Investors), legal, valid and binding obligations of the Company enforceable
against it in accordance with their respective terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally or by
general equitable principles (whether considered in a proceeding in equity or at
law).

     Section 4.5    SEC Reports; Financial Statements.
                    ---------------------------------

     (a) The Company has filed with the SEC all forms, reports, schedules, proxy
statements (collectively, and in each case including all exhibits and schedules
thereto and documents incorporated by reference therein, the "SEC Reports")
                                                              -----------
required to be filed by the Company with the SEC since January 1, 2001.  As of
its date of filing, each SEC Report complied in all material respects with the
requirements of the Exchange Act or the Securities Act  and none of such SEC
Reports (including any and all financial statements included therein)

                                      10
<PAGE>

contained when filed or (except to the extent revised or superceded by a
subsequent filing with the SEC prior to the date hereof) contains any untrue
statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading.

     (b) The consolidated balance sheet of the Company and its Subsidiaries as
of December 31, 2001 and the related consolidated statements of income and
retained earnings and cash flows for the twelve-month period then ended, copies
of which have been furnished to the Investors (collectively, the "2001 Financial
Statements"), when read together with the other financial information pertaining
to the Company and its Subsidiaries which has heretofore been furnished in
writing to the Investors, fairly present the assets, liabilities and financial
position  of the Company and its Subsidiaries on a consolidated basis as at such
dates, and the results of the operations and changes of financial position on a
consolidated basis for the periods then ended.  All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved except
as indicated in the notes thereto and comply as to form, as of its date of
filing with the SEC (or, in the case of the 2001 Financial Statements, when
filed with the SEC together with the report of the Company's auditors thereon,
will comply) , in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto.  There
will be no material adjustments made to the 2001 Financial Statements prior to
their filing with the SEC.  Neither the Company nor any of its Subsidiaries has
any material Indebtedness, obligation or other unusual forward or long-term
commitment which is required to be reflected or reserved for and is not fairly
reflected or reserved for in the foregoing financial statements or in the notes
thereto.  Since the date of the most recent balance sheet included in the SEC
Reports, none of them has incurred liabilities or any other obligations
whatsoever that are material (individually or in the aggregate) to the Company
and its Subsidiaries, taken as a whole, except current liabilities incurred in
the ordinary course of business consistent with past practice and liabilities
related to the restructuring contemplated hereby.

     Section 4.6    Offering Valid.  Assuming the accuracy of the
                    --------------
representations and warranties of the Investors contained in Section 5.2 hereof,
                                                             -----------
the offer, sale and issuance of the Shares will be exempt from the registration
requirements of the Securities Act and will have been registered or qualified
(or are exempt from registration and qualification) under the registration,
permit or qualification requirements of all applicable state securities laws.

     Section 4.7    Certain Agreements or Obligations.
                    ---------------------------------

     (a) Except as set forth on Schedule 4.7(a) or disclosed in the SEC Reports,
                                ---------------
there are no contracts, agreements, understandings or proposed transactions
between the Company or any Subsidiary and any of its officers, directors or
Affiliates or any family member or Affiliate thereof that would be required to
be disclosed pursuant to Item 404 of Regulation S-K of the SEC.

     (b) Except as disclosed in the SEC Reports, there are no obligations of the
Company or any Subsidiary to their respective officers, directors, stockholders,
or employees or any family member or Affiliate thereof other than (a) for
payment of salary or directors fees for services rendered, (b) reimbursement for
reasonable expenses incurred on behalf of the Company

                                      11
<PAGE>

or Subsidiary and (c) for other standard employee benefits made generally
available to all employees (including stock option agreements outstanding under
the Stock Option Plans). Except as set forth on Schedule 4.7(b), neither the
                                                ---------------
Company nor any Subsidiary is a guarantor or indemnitor of any indebtedness of
any other Person. Except as disclosed in the SEC Reports or as set forth on
Schedule 4.7(b), neither the Company nor any Subsidiary is indebted, directly or
---------------
indirectly, to any of their respective officers, directors or stockholders or to
any family member or Affiliate thereof, in any amount whatsoever, other than for
normal travel advances or reimbursement for normal business expenses; and none
of such officers, directors or stockholders or any family member or Affiliate
thereof is indebted to the Company or any Subsidiary. Schedule 4.7(b) sets forth
                                                      --------------
a description of all transactions since January 1, 2001, between the Company and
any of its officers, directors and stockholders, and their respective spouses
and children in which such persons had a direct or indirect material interest
which are not disclosed in the SEC Reports.

     Section 4.8    Compliance with Law; Governmental Approvals.
                    -------------------------------------------

     (a) The execution and delivery by the Company of this Agreement, the
Certificate of Designation and the Stockholders Agreement (collectively, the
"Series C Documents") and the Loan Documents, and its performance of its
-------------------
obligations under the Series C Documents and the Loan Documents in accordance
with their respective terms, the issuance of the Series C Preferred Stock and
the consummation of the transactions contemplated hereby and thereby do not and
will not, by the passage of time, the giving of notice or otherwise, (i) require
any Governmental Approval not previously obtained and disclosed in writing to
the Investors or violate any Applicable Law relating to the Company or any of
its Subsidiaries, (ii) conflict with, result in a breach of or constitute a
default under the articles of incorporation, by-laws or other organizational
documents of the Company or any of its Subsidiaries or any indenture, agreement
or other instrument to which such Person is a party or by which any of its
properties may be bound or any Governmental Approval relating to such Person,
(iii) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by such Person, or (iv)
require any approval of stockholders or similar equity holders or any approval
or consent of any Person under any indenture, agreement or other instrument to
which such Person is a party or by which any of its properties may be bound,
except for such Governmental Approvals or other approvals or consents listed on
Schedule 4.8(a) which will be obtained on or before the Closing Date.
---------------

     (b) The Company and each of its Subsidiaries (i) have all Governmental
Approvals required by any Applicable Law for them to conduct their respective
business (except where the failure to have any such approval could not
reasonably be expected to have a Material Adverse Effect), each of which is in
full force and effect, is final and not subject to review on appeal and is not
the subject of any pending or, to the best of any of their knowledge, threatened
attack by direct or collateral proceeding, and (ii) are in compliance with each
Governmental Approval applicable to them and in all material respects with all
other Applicable Laws relating to them or any of their respective properties,
except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

     Section 4.9    Tax Returns and Payments.  The Company and its Subsidiaries
                    ------------------------
have duly filed or caused to be filed all federal, state, local and other tax
returns required by

                                      12
<PAGE>

Applicable Law to be filed, and, have paid, except to the extent permitted by
Section 8.4 of the Existing Credit Agreement, all federal, state, local and
-----------
other taxes, assessments and governmental charges or levies upon them and their
respective property, income, profits and assets which are due and payable. No
Governmental Authority has asserted any Lien or other claim against the Company
or any of its Subsidiaries with respect to unpaid taxes which has not been
discharged or resolved. The charges, accruals and reserves on the books of the
Company and each of its Subsidiaries in respect of federal, state, local and
other taxes for all fiscal years and portions thereof since the formation of
such Person are in the judgment of each such Person adequate, and the Company
and each of its Subsidiaries do not anticipate any additional taxes or
assessments for any of such years.

     Section 4.10   Franchises, Intellectual Property and Computer Equipment.
                    --------------------------------------------------------

     (a) Except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect, the Company and each of its Subsidiaries own or
possess rights to use all franchises, licenses, copyrights, copyright
applications, patents, patent rights or licenses, patent applications,
trademarks, trademark rights, trade names, trade name rights, copyrights and
rights with respect to the foregoing which are required to conduct their
respective businesses as now and presently planned to be conducted without any
conflict with the rights of others.  No event has occurred which permits, or
after notice or lapse of time or both would permit, the revocation or
termination of any such rights, and neither the Company nor any of its
Subsidiaries is liable to any Person for infringement under Applicable Law with
respect to any such rights as a result of their business operations.

     (b) Except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect, the Company and each of its Subsidiaries have
such title to or the right to use, by license or other agreement, all computer
software programs used thereby as are necessary to permit the Company and each
such Subsidiary to conduct their respective operations as currently conducted,
without any known conflict with the rights of others or any known use by others
which conflicts, in any material respect, with the rights of the Company or any
such Subsidiary.

     Section 4.11   Environmental Matters.  None of the Company, any of its
                    ---------------------
Subsidiaries, or any of their respective properties and operations is in
violation in any material respect of any applicable Environmental Law.  Without
limiting the generality of the preceding sentence, (i) none of the Company, any
of its Subsidiaries, or any of their respective properties and operations is
subject to any existing, pending or threatened investigation, inquiry or
proceeding by any Governmental Authority or to any remedial obligations under
any Environmental Law; and (ii) all material notices, permits, licenses or
similar authorizations, if any, required to be obtained or filed by the Company
and each of its Subsidiaries relating to Hazardous Materials, including, without
limitation, past or present treatment, storage, disposal or release of any
Hazardous Materials or solid waste by the Company or any of its Subsidiaries
into the environment, have been obtained or applications for such permits and
licenses have been filed and the Company and each of its Subsidiaries are in
full compliance in all material respects with the requirements of such permits,
licenses or authorizations.

                                      13
<PAGE>

     Section 4.12   ERISA.  Except as set forth on Schedule 4.12 as of the
                    -----                          -------------
Closing Date, the Company and each of its Subsidiaries and each ERISA Affiliate
are in compliance in all material respects with applicable provisions of ERISA
and the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans except for any required amendments for which the remedial
amendment period as defined in Section 401(b) of the Code has not yet expired.
Each Employee Benefit Plan that is intended to be qualified under Section 401(a)
of the Code either has been determined by the Internal Revenue Service to be so
qualified or will be submitted to the IRS in a timely fashion to obtain such a
determination, and each trust related to each such plan either has been
determined to be exempt under Section 501(a) of the Code, or will be submitted
to the IRS in a timely fashion for a determination under Section 501(a) of the
Code.  No material liability has been incurred by the Company or any of its
Subsidiaries or any ERISA Affiliate which remains unsatisfied with respect to
any Employee Benefit Plan or any Multiemployer Plan.

     Section 4.13   Government Regulation.  Neither the Company nor any of its
                    ---------------------
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" (as each such term is defined or used in the Investment
Company Act of 1940, as amended) and neither the Company nor any of its
Subsidiaries is, or after giving effect to the consummation of the transactions
contemplated by the Series C Documents will be, subject to regulation under the
Public Utility Holding Company Act of 1935 or the Interstate Commerce Act, each
as amended, or any other Applicable Law which limits its ability to incur or
consummate the transactions contemplated hereby.

     Section 4.14   Material Contracts.  Schedule 4.14 sets forth a complete and
                    ------------------   -------------
accurate list of all Material Contracts of the Company and each of its
Subsidiaries in effect as of the Closing Date.  Other than as set forth in
Schedule 4.14, each Material Contract is, and after giving effect to the
-------------
consummation of the transactions contemplated by the Series C Documents and the
Loan Documents will be, in full force and effect in accordance with the terms
thereof; and there are no material defaults by the Company or any such
Subsidiary (other than as may be disclosed on Schedule 4.14 as of the Closing
                                              -------------
Date) or, to the best of the Company's knowledge after due inquiry, by any other
party under any such Material Contract.  To the extent requested by the
Administrative Agent, the Company has delivered to the Administrative Agent a
true and complete copy of each Material Contract required to be listed on
Schedule 4.14 and, no later than five (5) Business Days following the execution
-------------
thereof, (i) will deliver each other Material Contract entered into after the
Closing Date and (ii) supplement promptly Schedule 4.14 with a written notice to
                                          -------------
the Administrative Agent of an accurate and complete list of all new Material
Contracts.

     Section 4.15   Employee Relations.  The Company and each of its
                    ------------------
Subsidiaries have a stable work force in place and are not, except as set forth
on Schedule 4.15 as of the Closing Date, party to any collective bargaining
   -------------
agreement nor has any labor union been recognized as the representative of its
employees.  The Company knows of no pending, threatened or contemplated strikes,
work stoppage or other collective labor disputes involving its employees or the
employees of any of its Subsidiaries.

     Section 4.16   Burdensome Provisions.  Neither the Company nor any of its
                    ---------------------
Subsidiaries is a party to any indenture, agreement, lease or other instrument,
or subject to any

                                      14
<PAGE>

corporate or partnership restriction, Governmental Approval or Applicable Law
which is so unusual or burdensome as in the foreseeable future could have a
Material Adverse Effect. Neither the Company nor any of its Subsidiaries
presently anticipates that future expenditures needed to meet the provisions of
federal or state statutes, orders, rules or regulations of a Governmental
Authority will be so burdensome as to have a Material Adverse Effect.

     Section 4.17   No Material Adverse Change; No Restricted Payment.  Since
                    -------------------------------------------------
December 31, 2001, there has been no material adverse change in the properties,
businesses, results of operations, or financial or other condition of the
Company and its Subsidiaries taken as a whole, including, but not limited to,
any material adverse change resulting from any fire, explosion, accident,
drought, storm, hail, earthquake, embargo, act of God, or of the public enemy or
other casualty (whether or not covered by insurance).  Neither the Company nor
any of its Subsidiaries has directly or indirectly declared, ordered, paid or
made, or set apart any sum or property for, any payments, dividends or other
distributions prohibited by Section 10.7 of the Existing Credit Agreement or
                            ------------
agreed to do so.

     Section 4.18   Titles to Properties; Real Property.
                    -----------------------------------

     (a) The Company and its Subsidiaries have such title to the real property
owned in fee or leased by them as is appropriate to the conduct of their
respective businesses, and valid and legal title to all of their respective
personal property and assets, including, but not limited to, those reflected on
the consolidated financial statements of the Company and its Subsidiaries
delivered pursuant to Section 4.5(b) or in the most recent financial statements
                      --------------
delivered pursuant to Section 7.1 of the Existing Credit Agreement, except those
                      -----------
which have been disposed of subsequent to the date of such financial statements
in the ordinary course of business.

     (b) As of the Closing Date, Schedule 4.18 annexed hereto contains a true,
                                 -------------
accurate and complete list of (A) all interests owned by the Company or any of
its Subsidiaries in any real property and (B) all leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting any such interest of the
Company or any such Subsidiary, regardless of whether the Company or such
Subsidiary is the landlord or tenant (whether directly or as an assignee or
successor in interest) under such lease, sublease or assignment and regardless
of whether the Company or such Subsidiary is actually in possession or occupying
the demised premises under such lease, sublease or assignment.  Except as
specified in Schedule 4.18 annexed hereto, each agreement listed in clause (B)
             -------------
of the immediately preceding sentence is in full force and effect and the
Company does not have knowledge of any default that has occurred and is
continuing thereunder, and each such agreement constitutes the legally valid and
binding obligation of each of the Company and/or one or more of its
Subsidiaries, as applicable, enforceable against such Person in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles.

     Section 4.19   Liens.  Except for Liens existing on the Closing Date and
                    -----
described on Schedule 4.19, none of the properties and assets owned by the
             -------------
Company or any of its Subsidiaries is subject to any Lien, except Liens
permitted pursuant to Section 10.3 of the
                      ------------

                                      15
<PAGE>

Existing Credit Agreement. No financing statement under the Uniform Commercial
Code of any state which names the Company or any of its Subsidiaries or any of
their respective trade names or divisions as debtor and which has not been
terminated, has been filed in any state or other jurisdiction and neither the
Company nor any of its Subsidiaries has signed any such financing statement or
any security agreement authorizing any secured party thereunder to file any such
financing statement, except to perfect those Liens listed on Schedule 4.19.
                                                             -------------

     Section 4.20   Indebtedness and Guaranty Obligations.  Schedule 4.20 is a
                    -------------------------------------   -------------
complete and correct listing of all Indebtedness and Guaranty Obligations of the
Company and each of its Subsidiaries as of the Closing Date.  Except as set
forth on Schedule 4.20, (i) the Company and each of its Subsidiaries have
         -------------
performed and are in compliance with all of the terms of such Indebtedness and
Guaranty Obligations and all instruments and agreements relating thereto, and
(ii) no default or event of default, or event or condition which with notice or
lapse of time or both would constitute such a default or event of default on the
part of the Company or any of its Subsidiaries exists with respect to any such
Indebtedness or Guaranty Obligation.  To the extent requested by the
Administrative Agent, the Company has delivered to the Administrative Agent a
true and complete copy of each instrument and agreement evidencing such
Indebtedness and Guaranty Obligation.

     Section 4.21   Litigation.  Part A to Schedule 4.21 sets forth a complete
                    ----------             -------------
and accurate list of all actions, suits or proceedings at law or in equity
pending or, to the knowledge, threatened against or in any other way relating
adversely to or affecting the Company or any of its Subsidiaries or any of their
respective properties in any court or before any arbitrator of any kind or
before or by any Governmental Authority as of the Closing Date.  Except as set
forth on Part B to Schedule 4.21 as of the Closing Date, there are no actions,
                   -------------
suits or proceedings at law or in equity pending nor, to the knowledge of the
Company or any of its Subsidiaries, threatened against or in any other way
relating adversely to or affecting the Company or any of its Subsidiaries or any
of their respective properties in any court or before any arbitrator of any kind
or before or by any Governmental Authority which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.  There are no material
outstanding or unpaid judgments against the Company or any of its Subsidiaries.

     Section 4.22   Absence of Defaults.  (i)  No event has occurred or is
                    -------------------
continuing which constitutes a Default or an Event of Default (in each case, as
defined in the Credit Agreement) and (ii) no event has occurred and is
continuing which constitutes, or which with the passage of time or giving of
notice or both would constitute, a default or event of default by the Company or
any of its Subsidiaries under any Material Contract (other than the Credit
Agreement) or judgment, decree or order to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries or
any of their respective properties may be bound or which would require the
Company or any of its Subsidiaries to make any payment thereunder prior to the
scheduled maturity date therefor, any of which events referred to in this clause
(ii) could reasonably be expected to have a Material Adverse Effect.

     Section 4.23   No Broker.  Neither the Company nor any of its Subsidiaries
                    ---------
has employed any broker or finder, or incurred any liability for any brokerage
or finders' fees or any similar fees or commissions in connection with the
transactions contemplated by this Agreement,
<PAGE>

except for the restructuring fee payable in connection with the Credit Agreement
or as set forth on Schedule 4.23.
                   -------------

     Section 4.24   Inactive Subsidiaries.  No Inactive Subsidiary conducts any
                    ---------------------
business, has any assets or revenue or is obligated with respect to any
liabilities.

     Section 4.25   Restructured Notes.  The Company has furnished to the
                    ------------------
Investors true and complete copies of the instruments and documents relating to
the restructuring of the obligations of the Company under each of the
Restructured Notes.  No agreement or understanding exists with respect to the
obligations under the Restructured Notes that have not been disclosed to the
Investors.

     Section 4.26   Accuracy and Completeness of Information.  All written
                    ----------------------------------------
information, reports and other papers and data produced by or on behalf of the
Company and furnished to the Investors were, at the time the same were so
furnished, complete and correct in all material respects to the extent necessary
to give the recipient a true and accurate knowledge of the subject matter.  No
document furnished or written statement made to the Administrative Agent or the
Investors by the Company in connection with the negotiation, preparation or
execution of this Agreement, any of the other Series C Documents or any of the
Loan Documents contains or will contain any untrue statement of a fact or omits
or will omit to state a fact necessary in order to make the statements contained
therein not misleading.  The Company is not aware of any facts not disclosed in
writing to the Administrative Agent or the Investors which could reasonably be
expected to have a Material Adverse Effect.

     Section 4.27   Survival of Representations and Warranties, etc.  All
                    -----------------------------------------------
representations and warranties set forth in this Article IV and all
                                                 ----------
representations and warranties contained in any certificate, any of the Series C
Documents or any of the Loan Documents (in each case including but not limited
to any such representation or warranty made in or in connection with any
amendment thereto) shall constitute representations and warranties made under
this Agreement.  All representations and warranties made under this Agreement
shall be made or deemed to be made at and as of the Closing Date, shall survive
the Closing Date and shall not be waived by the execution and delivery of this
Agreement.

                                   ARTICLE V
                REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

     Each Investor (as to itself only) hereby represents and warrants to the
Company as follows:

     Section 5.1    Requisite Power and Authority.  Such Investor has all
                    -----------------------------
requisite power and authority to execute and deliver this Agreement and the
Stockholders Agreement, to consummate the transactions contemplated hereby and
thereby and to perform its obligations hereunder and thereunder.  All action on
such Investor's part necessary for the execution and delivery of this Agreement
and the Stockholders Agreement, the consummation of the transactions
contemplated hereby and thereby and the performance of all obligations of such
Investor hereunder and thereunder as of the Closing Date has been or will be
effectively taken prior to the Closing Date.  This Agreement has been and the
Stockholders Agreement will be

                                      17
<PAGE>

duly executed and delivered by such Investor. This Agreement is and the
Stockholders Agreement will be (assuming in each case due execution and delivery
by the Company), legal, valid and binding obligations of such Investor,
enforceable against it in accordance with their terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally or by
general equitable principles (whether considered in a proceeding in equity or at
law).

     Section 5.2    Investment Representations.  Such Investor acknowledges that
                    --------------------------
the Shares and the Conversion Shares have not been registered under the
Securities Act or under any state securities laws.  Such Investor (a) is
acquiring the Shares and the Conversion Shares for investment for its own
account, not as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof, (b) is an "accredited investor"
within the meaning of Regulation D, Rule 501(a), promulgated by the SEC, (c)
acknowledges that the Shares and the Conversion Shares must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from the registration requirements of the Securities Act is available and (d)
represents that by reason of its business or financial experience, such Investor
has the capacity to protect its own interests in connection with the
transactions contemplated by this Agreement and the Stockholders Agreement.
Such Investor has had an opportunity to discuss the Company's business,
management and financial affairs with the Company's management.  Such Investor
has had an opportunity to ask questions of and receive answers from, officers of
the Company.  Such Investor understands that such discussions, as well as any
other written information issued by the Company, were intended to describe
certain aspects of the Company's business and operations, but were not an
exhaustive description.

     Section 5.3    Litigation.  There is no action, suit or proceeding at law
                    ----------
or in equity pending, or to such Investor's knowledge, currently threatened
against such Investor which, if adversely determined, would, individually or in
the aggregate, reasonably be expected to have a material adverse effect on the
ability of such Investor to perform its obligations under this Agreement and the
Stockholders Agreement and to consummate the transactions contemplated hereby
and thereby.

     Section 5.4    No Broker.  Such Investor has not employed any broker or
                    ---------
finder, or incurred any liability for any brokerage or finders' fees or any
similar fees or commissions in connection with the transactions contemplated by
this Agreement.

                                  ARTICLE VI
                  COVENANTS OF THE COMPANY AND THE INVESTORS

     Section 6.1    Efforts.  Each party hereto agrees to use commercially
                    -------
reasonable efforts to take any and all actions required in order to consummate
the transactions contemplated in this Agreement and the Stockholders Agreement.

     Section 6.2    Reservation of Shares.  From and after the Closing, the
                    ---------------------
Company shall at all times reserve and keep available for issuance (a) 11,000
shares of Series C Preferred Stock for payment of the dividends on the Shares
and (b) such number of its authorized but unissued shares of Common Stock as
shall be sufficient to permit the issuance of all of the Conversion Shares.
Following the filing of the Certificate of Designation, the Company shall

                                      18
<PAGE>

(until the Shares have been converted or redeemed pursuant to their terms)
reserve 100,000 shares of Preferred Stock to be issued in payment of the
dividends on the Shares in the event that the number of shares reserved pursuant
to clause (a) of this Section 6.2 are insufficient to pay such dividends and if
                      -----------
necessary at any time, the Company will amend the Certificate of Designation to
provide for the increase in the authorized number of shares with respect to each
such series of Preferred Stock.

     Section 6.3    Regulatory and Other Authorizations; Notices and Consents.
                    ---------------------------------------------------------
Each of the parties hereto shall use their commercially reasonable efforts to
give such notices and obtain all other authorizations, consents, orders and
approvals of all governmental authorities and other third parties that may be or
become necessary for its execution and delivery of, and the performance of its
obligations pursuant to, this Agreement and the Stockholders Agreement and will
cooperate fully with the other parties hereto in promptly seeking to obtain all
such authorizations, consents, orders and approvals.

     Section 6.4    NYSE Listing.  The Company shall apply to list the
                    ------------
Conversion Shares on the New York Stock Exchange (the "NYSE") and shall
                                                       ----
diligently prosecute such application and obtain such listing.

     Section 6.5    Appointment of Directors.  Prior to the Closing, the Company
                    ------------------------
shall take all action (including adoption of any required amendment to the
Company's Bylaws) necessary to fix the size of the Board at seven directors, to
cause to occur three vacancies on the Board for the election of three Class B
Directors as provided in the Certificate of Designation upon the execution of
the Stockholders Agreement, and otherwise to implement the Board composition and
voting provisions of the Certificate of Designation.

     Section 6.6    Adjustment of Conversion Price.  The parties acknowledge
                    ------------------------------
that the determination of the Conversion Price (as defined in the Certificate of
Designation) of the Series C Preferred Stock as of the Closing Date was based on
the number of "Fully Diluted" shares of Common Stock (as defined in the
Certificate of Designation), outstanding on the assumption that the Restructured
Notes described in Sections 7.1(l)(i) and 7.1(l)(iv) would be converted in
950,000 shares and 274,369 shares, respectively, of Common Stock in connection
with the Restructuring and without taking into account the Common Stock issuable
upon conversion of or as payment of interest on the Restructured Notes referred
to in Section 7.1(l)(ii) or the exercise of warrants to purchase 200,000 shares
of Common Stock issued in connection with the restructuring of such notes.  Not
later than 10 days after the Closing Date, the Conversion Price shall be
redetermined, utilizing the actual number of Fully Diluted shares of Common
Stock outstanding on the Closing Date and, if necessary, the Conversion Price
shall be adjusted as required in accordance with Section 6(h) of the Certificate
of Designation.

                                  ARTICLE VII
                             CONDITIONS TO CLOSING

     Section 7.1    Conditions to Obligations of the Investors.  The obligations
                    ------------------------------------------
of the Investors to effect the Closing shall be subject to the following
conditions, except to the extent waived in writing by the Investors.

                                      19
<PAGE>

     (a) Representations and Warranties True; Performance of Obligations.  Each
         ---------------------------------------------------------------
of the representations and warranties of the Company contained in this Agreement
or the Loan Documents that is qualified as to materiality or Material Adverse
Effect shall be true and correct, and each of the representations and warranties
of the Company contained in this Agreement or the Loan Documents that is not so
qualified as to materiality or Material Adverse Effect shall be true and correct
in all material respects, in each case as of such Closing Date (except for those
representations and warranties which address matters only as of a particular
date, which shall be true and correct, or true and correct in all material
respects, as the case may be, as of such date). The Company shall have performed
in all material respects all agreements, obligations, covenants and conditions
herein or therein required to be performed or observed by it on or prior to such
Closing Date.

     (b) Legal Investment.  On such Closing Date, there shall not be in effect
         ----------------
any Applicable Law directing that the purchase and sale of the Shares and the
other transactions contemplated by this Agreement and the Stockholders Agreement
not be consummated or which has the effect of rendering it unlawful to
consummate such transactions.

     (c) Proceedings and Litigation.  No action, suit or proceeding at law or in
         --------------------------
equity shall have been commenced by any Governmental Authority against any party
hereto seeking to restrain or delay the purchase and sale of the Shares or the
other transactions contemplated by this Agreement and the Stockholders
Agreement.

     (d) Approvals.  All approvals, consents, permits and waivers of
         ---------
Governmental Authorities and of the third parties listed on Schedule 4.8(a)
                                                            ---------------
necessary or appropriate for consummation of the transactions contemplated by
this Agreement and the Stockholders Agreement shall have been obtained, and no
such approval, consent, permit or waiver of any Governmental Authority or such
other third party shall contain any term or condition that any Investor in its
reasonable discretion determines to be unduly burdensome. The NYSE shall have
approved the listing of the Conversion Shares, subject to official notice of
issuance.

     (e) Compliance Certificate; Secretary's Certificate.  The Company shall
         -----------------------------------------------
have delivered to the Investors a compliance certificate, executed by an
authorized officer, dated such Closing Date, to the effect that the conditions
specified in Section 7.1(a) have been satisfied.  The Company shall have
             --------------
delivered to the Investors a    certificate executed by the Secretary of the
Company, dated such Closing Date, certifying as to (i) the resolutions of the
Board evidencing approval of the consummation of the transactions contemplated
by this Agreement and the Stockholders Agreement and the authorization of the
named officer or officers to execute and deliver this Agreement and the
Stockholders Agreement and (ii) certain of the officers of the Company, their
titles and examples of their signatures.

     (f) Legal Opinions.  The Investors shall have received from legal counsel
         --------------
to the Company the opinions addressed to them, dated as of such Closing Date, in
the form attached hereto as Exhibit E.
                            ---------

     (g) Certificate of Designation. The Certificate of Designation shall have
         --------------------------
been filed with and certified by the Secretary of State of the State of
Delaware.

                                      20
<PAGE>

     (h) Stockholders Agreement.  The Stockholders Agreement shall have been
         ----------------------
executed and delivered by the Company.

     (i) Credit Agreement.  The Credit Agreement and the other Loan Documents
         ----------------
shall have been executed and delivered by the Borrowers.

     (j) Letter Agreement.  The Company shall have entered into a letter
         ----------------
agreement with DePrince Race & Zollo, Inc. ("DePrince") pursuant to which (i)
DePrince shall be granted the right to designate one member of the Board for
election by the holders of the Common Stock, (ii) DePrince shall agree to
exercise such right of designation and to designate John Race or another Person
satisfactory to the Investors, in each case as long as any Series C Preferred
Stock is outstanding, and (iii) the Investors shall be named as third-party
beneficiaries of such letter agreement.

     (k) Board of Directors.  The Company shall have taken all actions required
         ------------------
by Section 6.5.
   -----------

     (l) Restructured Notes.  The Company shall have restructured the
         ------------------
obligations under each of the following notes, in each case on terms and
pursuant to documentation in form and substance satisfactory to the Investors in
their sole discretion or, in the case of the note referred to in clause (i), all
amounts outstanding under such note, whether for principal, accrued but unpaid
interest, fees, or other amounts, shall have been converted into Common Stock
(collectively, and as they may hereafter be amended, restated or otherwise
modified pursuant to the terms hereof and thereof, the "Restructured Notes"):
                                                        ------------------
(i) that certain 6% Subordinated Secured Convertible Note dated as of June 18,
2001 made by the Company in favor of HealthPlan Holdings, Inc.; (ii) those
certain Convertible Promissory Notes dated as of June 16, 1998 made by the
Company in favor of Centra Benefit Services, Inc. in the aggregate original
principal amount of $4,000,000.00; (iii) those certain Subordinated Promissory
Notes dated May 18, 2001 made by the Company in favor of John D. Race and
William L. Bennett in the aggregate original principal amount of $500,000.00;
and (iv) that certain Promissory Note dated as of June 18, 2001 made by PVC in
favor of The New England Financial in the current aggregate amount (principal
plus accrued interest) of $2,400,000.00.

     Section 7.2  Conditions to Obligations of the Company.  The obligations of
                  ----------------------------------------
the Company to effect the Closing shall be subject to the following conditions,
except to the extent waived in writing by the Company.

     (a) Representations and Warranties True.  Each of the representations and
         -----------------------------------
warranties of the Investors contained in this Agreement shall be true and
correct in all material respects as of the Closing Date.  Each Investor shall
have performed in all material respects all agreements, obligations, covenants
and conditions herein required to be performed or observed by it on or prior to
the Closing Date.

     (b) Legal Investment.  On the Closing Date, there shall not be in effect
         ----------------
any Applicable Law directing that the purchase and sale of the Shares and the
other transactions contemplated by this Agreement and the Stockholders Agreement
not be consummated or which has the effect of rendering it unlawful to
consummate such transactions.

                                      21
<PAGE>

     (c) Proceedings and Litigation.  No action, suit or proceeding at law or in
         --------------------------
equity shall have been commenced by any Governmental Authority against any party
hereto seeking to restrain or delay the purchase and sale of the Shares or the
other transactions contemplated by this Agreement and the Stockholders
Agreement.

     (d) Approvals.  All approvals, consents, permits and waivers of
         ---------
Governmental Authorities and other third parties listed on Schedule 4.8(a)
                                                           ---------------
necessary or appropriate for consummation of the transactions contemplated by
this Agreement and the Stockholders Agreement shall have been obtained.

     (e) Stockholders Agreement.  The Stockholders Agreement shall have been
         ----------------------
executed and delivered by each Investor.

     (f) Credit Agreement.  The Credit Agreement and any other Loan Documents
         ----------------
requiring the signature of each Investor shall have been executed and delivered
by each Investor.

                                 ARTICLE VIII
                                INDEMNIFICATION

     Section 8.1   Survival of Representations and Warranties.
                   ------------------------------------------

     (a) The representations and warranties contained in Article IV of this
                                                         ----------
Agreement shall survive indefinitely.

     (b) The representations and warranties contained in Article V of this
                                                         ---------
Agreement shall survive until the 18-month anniversary of the Closing Date.

     (c) The representations and warranties contained in Article IV of this
                                                         ----------
Agreement, and the rights and remedies that may be exercised by any Person
seeking indemnification hereunder, shall not be limited or otherwise affected by
or as a result of any information furnished to, or any investigation made by,
any such Person or its representatives.

     (d) For purposes of this Agreement, each statement or other item of
information set forth by the Company on any Schedule hereto shall be deemed to
be a representation and warranty made by the Company in this Agreement.

     Section 8.2   Indemnification.
                   ---------------

     (a) From and after the Closing Date and subject to Sections 8.1 and 8.4,
                                                        ------------     ---
the Company (the "Investor Indemnitor") shall defend, indemnify and hold
                  -------------------
harmless each Investor and its respective Affiliates and each director, officer,
member, partner, employee and agent of such Persons (the "Investor Indemnitees")
                                                          --------------------
against any loss, damage, claim, liability, judgment or settlement of any nature
or kind, including all costs and expenses relating thereto, including without
limitation, interest, penalties and reasonable attorneys' fees (collectively,

"Damages"), arising out of, resulting from or relating to:
--------

         (1)       the breach of any representation or warranty contained in
Article IV of this Agreement or any certificate delivered by the Company
----------
pursuant hereto or thereto; and

                                      22
<PAGE>

         (2)  the breach by the Company of any covenant or agreement (whether
to be performed prior to or after the Closing) contained in this Agreement, the
Loan Documents or any certificate delivered by the Company pursuant hereto or
thereto.

     (b) From and after the Closing Date and subject to Sections 8.1 and 8.4,
                                                        ------------     ---
each Investor (a "Company Indemnitor" and collectively with the Investor
                  ------------------
Indemnitor, the "Indemnitors") shall defend, indemnify and hold harmless the
                 -----------
Company and its Affiliates and each director, officer, member, partner, employee
and agent of such Persons (the "Company Indemnitees" and collectively with the
                                -------------------
Investor Indemnitees, the "Indemnitees") against any Damages arising out of,
                           -----------
resulting from or relating to the breach of such Investor's representation or
warranty contained in Section 5.2.
                      -----------

     (c) The term "Damages" as used in this Article VIII is not limited to
                                            ------------
matters asserted by third parties against any Person entitled to be indemnified
under this Article VIII, but includes Damages incurred or sustained by any such
           ------------
Person in the absence of third party claims, and shall take into account such
Person's ownership or investment in the Company.

     Section 8.3    Non-Exclusive Remedy.  The indemnification remedies provided
                    --------------------
in this Article VIII shall not be deemed to be exclusive. Accordingly, the
        ------------
exercise by any Person of any of its rights under this Article VIII shall not be
                                                       ------------
deemed to be an election of remedies and shall not be deemed to prejudice, or to
constitute or operate as a waiver of, any other right or remedy that such Person
may be entitled to exercise (whether under this Agreement, under any other
contract, under any law or otherwise).

     Section 8.4    Certain Limitations.  The indemnification obligations of the
                    -------------------
Investors for any breach of a representation and warranty described in Section
                                                                       -------
5.2 of this Agreement shall survive for only the period applicable to such
---
representations and warranties as set forth in Section 8.1(b) of this Agreement,
                                               --------------
and thereafter all such representations and warranties of the applicable Company
Indemnitor under this Agreement shall be extinguished; provided, however, that
                                                       --------  -------
such indemnification obligation shall not be extinguished in the event of
Damages incurred as a result of an action, suit or proceeding at law or in
equity that was instituted or begun prior to the expiration of the applicable
survival period set forth in Section 8.1(b) if noticed in writing to the
                             --------------
applicable Company Indemnitor by the applicable Indemnitee within 30 days of
such Indemnitee receiving notice thereof.  Subject to the proviso at the end of
the immediately preceding sentence, no claim for the recovery of such Damages
may be asserted by a Company Indemnitee after such period.

                                  ARTICLE IX
                                 MISCELLANEOUS

     Section 9.1    Expenses.  The Company shall pay all costs and expenses that
                    --------
it incurs with respect to the negotiation, execution, delivery and performance
of this Agreement, the Stockholders Agreement and the Loan Documents.  In
addition, the Company shall, at or after the Closing, reimburse all reasonable
expenses of the Administrative Agent incurred in connection with the
consummation of the transactions contemplated by this Agreement, the
Stockholders Agreement and the Loan Documents, including the payment of the
reasonable fees,

                                      23
<PAGE>

disbursements and expenses payable to consultants, accountants and counsel to
the Administrative Agent.

     Section 9.2    No Guarantee of Indebtedness.  Neither this Agreement, nor
                    ----------------------------
anything herein contained, nor any obligation performed or to be performed
pursuant hereto by the Company shall be construed or deemed to constitute, a
direct or indirect guarantee by the Company to any person or entity of the
payment of the interest, principal or premium of any indebtedness, liability or
obligation whatsoever of the Borrower or any Subsidiary of the Borrower,
including, without limitation, the Loans.

     Section 9.3    Notices.  All notices required or permitted hereunder shall
                    -------
be in writing and shall be deemed effectively given:  (a) upon personal delivery
to the party to be notified; (b) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day; (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (d) one business day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt; provided, however, that notices
                                                --------  -------
and communications to the Administrative Agent shall not be effective until
received by the Administrative Agent.  All communications shall be sent to the
parties at their respective addresses set forth, and in the manner specified, in
the Credit Agreement; or, at such other address as shall be designated by any
party in a written notice to the other parties hereto as provided in this
Section 9.3.
-----------

     Section 9.4    No Waiver, Remedies Cumulative.  No failure or delay on the
                    ------------------------------
part of any of the Investors or the Administrative Agent in exercising any
right, power or privilege hereunder and no course of dealing between the
Company, on the one hand, and any of the Investors or the Administrative Agent,
on the other, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power, or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.  The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies which any of the Investors or the
Administrative Agent would otherwise have.  No notice to or demand on the
Company in any case shall entitle the Company to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
any of the Investors or the Administrative Agent to any other or further action
in any circumstances without notice or demand.

     Section 9.5    Delays or Omissions.  It is agreed that no delay or omission
                    -------------------
to exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement or the
Stockholders Agreement, shall impair any such right, power or remedy, nor shall
it be construed to be a waiver of any such breach, default or noncompliance, or
any acquiescence therein, or of or in any similar breach, default or
noncompliance thereafter occurring.  It is further agreed that any waiver,
permit, consent or approval of any kind or character on any Investor's part of
any breach, default or noncompliance under this Agreement or the Stockholders
Agreement or any waiver on such party's part of any provisions or conditions of
this Agreement or the Stockholders Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing.  All
remedies, either under this Agreement or the Stockholders Agreement, by law, or
otherwise afforded to any party, shall be cumulative and not alternative.

                                      24
<PAGE>

     Section 9.6    Counterparts.  This Agreement may be executed in any number
                    ------------
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which shall together constitute one and the same instrument.

     Section 9.7    Headings Descriptive.  The headings of the several sections
                    --------------------
of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.

     Section 9.8    Entire Agreement; Supersedes Prior Agreement.  This
                    --------------------------------------------
Agreement and the Exhibits and Schedules hereto, the Stockholders Agreement and
the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.

     Section 9.9    Severability.  In case any provision of this Agreement shall
                    ------------
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

     Section 9.10   Amendment or Waiver.  Neither this Agreement nor any of the
                    -------------------
terms hereof may be amended, modified, supplemented, waived, discharged or
terminated unless such amendment, modification, supplement, waiver, discharge or
termination is in writing signed by the Company and the Administrative Agent
(with the consent of the Investors holding more than fifty percent of the Series
C Preferred Stock outstanding or, if such amendment, modification, supplement,
waiver, discharge or termination is proposed to be entered into prior to
Closing, with the consent of all of the Investors).  Any waiver or consent shall
be effective only in the specific instance or for the specific purpose for which
it was given.

     Section 9.11   Governing Law and Jurisdiction.  This Agreement, and the
                    ------------------------------
rights and obligations of the parties hereunder, shall be construed in
accordance with and governed by the law of the State of New York.  Any legal
action or proceeding with respect to this Agreement may be brought in the courts
of the State of New York or of the United States for the Southern District of
New York and, by execution and delivery of this Agreement, irrevocably accepts
for itself and in respect of its property, unconditionally, the jurisdiction of
the aforesaid courts with respect to any such action or proceeding.

     Section 9.12   Successors and Assigns.  This Agreement shall remain in full
                    ----------------------
force and effect and shall be binding in accordance with and to the extent of
its terms upon the Company and its successors and assigns, and shall inure to
the benefit of the Administrative Agent and the Investors, and their respective
successors and assigns, notwithstanding that from time to time during the term
of the Credit Agreement there may be no obligations outstanding.  The Company
acknowledges and agrees that this Agreement is made for the benefit of the
Administrative Agent and the Investors and that the Administrative Agent and/or
the Investors may enforce all of the obligations of the Company hereunder
directly against the Company.  The Company may not assign any of its rights or
obligations hereunder without the consent of the Administrative Agent and the
Investors.  The Company shall keep a complete record of any

                                      25
<PAGE>

assignments permitted hereunder and shall notify the Administrative Agent and
the Investors pursuant to the provisions of Section 9.3 within five (5) Business
                                            -----------
Days of any such assignment. The Administrative Agent or any Investor, as the
case may be, that assigns its rights and obligations under this Agreement shall
notify: (a) in the case of an assignment by the Administrative Agent, the
Company and the Investors; or (b) in the case of an assignment by any Investor,
the Company, the Administrative Agent and each of the other Investors, and in
each case pursuant to the provisions of Section 9.3 within five (5) Business
                                        -----------
Days of any such assignment.

                                      26
<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this agreement to be duly executed and delivered as of the date
first above written.


THE COMPANY:               PLANVISTA CORPORATION

                           By: /s/ Donald W. Schmeling
                              ------------------------------------------
                              Name:   Donald W. Schmeling
                              Title:  Chief Financial Officer


THE LENDERS:               WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as a Lender, Investor and as Administrative Agent

                           By: /s/ Matthew Berk
                               -----------------------------------------
                               Name:    Matthew Berk
                               Title:   Authorized Officer


                           CREDIT LYONNAIS, NEW YORK BRANCH, as a Lender and
                           Investor

                           By:  /s/ John Charles Van Essche
                               -----------------------------------------
                               Name:     John Charles Van Essche
                               Title:    Vice President


                           SUNTRUST BANK, as a Lender and Investor

                           By:  /s/ Samuel M. Ballesteros
                               -----------------------------------------
                               Name:     Samuel M. Ballesteros
                               Title:    Director


                           FLEET NATIONAL BANK, as a Lender and Investor

                           By:  /s/ Fred P. Lucy, II
                               -----------------------------------------
                               Name:     Fred P. Lucy, II
                               Title:    Vice President

                                      S-1
<PAGE>

                            SOUTHTRUST BANK, as a Lender and Investor

                            By: /s/ B. E. Dishman
                                ----------------------------------------
                                Name:     B. E. Dishman
                                Title:    Group Vice President


                            COOPERATIEVE CENTRALE RAIFFEISEN-
                            BOERENLEEBANK BA "RABOBANK
                            NEDERLAND", NEW YORK BRANCH,
                            as a Lender and Investor

                            By: /s/ John McMahon
                                ----------------------------------------
                                Name:     John McMahon
                                Title:    Vice President


                            BANK OF AMERICA, N.A. , as a Lender and Investor

                            By: /s/ Joseph M. Martens
                                ----------------------------------------
                                Name:     Joseph M. Martens
                                Title:    Senior Vice President


                            AMSOUTH BANK, as a Lender and Investor

                            By: /s/ William R. Hoog
                                ----------------------------------------
                                Name:     William R. Hoog
                                Title:    Vice President


                            HIBERNIA NATIONAL BANK, as a Lender and Investor

                            By: /s/ Tammy Angelety
                                ----------------------------------------
                                Name:     Tammy Angelety
                                Title:    Vice President

                                      S-2
<PAGE>

                    FIFTH THIRD BANK, CENTRAL OHIO, as a
                    Lender and Investor

                    By: /s/ Mark Ransom
                        -------------------------------------
                        Name:    Mark Ransom
                        Title:   Vice President

                                      S-3